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, 2005

|_|   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: $260,740

As of March 15,2006, 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 $12,807,500. At March 15,2006,
135,260,717 shares of issuer's common stock were outstanding.

<PAGE>

                               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

<PAGE>

PART I.

Item 1. Description of Business.

(a)   Business Development

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

(b)   Business of Issuer

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

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

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

<PAGE>

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),

<PAGE>

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

PRODUCT HISTORY

MALAREX/MMH(TM)18

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

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

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

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

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.

<PAGE>

DISTRIBUTION AND PRICING

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

Millenia is currently poised to begin selling MALAREX/MMH(TM)18 in significant
quantities. To this end, it has already made its initial sales of
MALAREX/MMH(TM)18 in Africa, in 2005.

PATENTS AND INTELLECTUAL PROPERTY (IP)

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

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

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

TEST RESULTS

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

Efficacy, Non-Toxicity Studies

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

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

Clinica Ospedada diAnchilo, Napula, Mozambique

      -     IC 50 level reached at very low doses of Voacamine

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

      -     Substantial decrease in parasite replication and growth.

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

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

Clinical Trials

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

      -     1998 - 74 patients suffering from Falciparum Malaria

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

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

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

<PAGE>

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

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

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

      -     reduction from their previous levels.

      -     Side effects, 2 cases of nausea.

                  Follow-up trials (equivalent to phase IIb)

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

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

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

      -     November 2001, 30 patients suffering from acute Falciparum Malaria

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

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

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

      -     November 2003, 102 patients suffering Falciparum Malaria

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

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

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

      -     February 2004, 31 patients suffering Falciparum Malaria

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

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

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

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

            Upcoming trials

MALAREX/MMH(TM)18 for children will be tested in a pediatric study of children,
from 5-17 years of age, that have non-complicated malaria. This study will being
conducted by Dr. Nambei in RCA, using World Health Organizations (WHO) protocols
and monitored by the regional WHO and the Pasteur Institute. The trial will
utilize a new formulation of our pediatric product to replace a previous
formulation that had unsuccessful results in RCA in 2005.

We are also planning a large scale trial in Benin (equivalent to Phase III) in
conjunction with a Benin NGO. This test will also be run utilizing WHO protocols
and under the supervision of the regional WHO.

<PAGE>

GOVERNMENT REGULATIONS

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

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

PRODUCT LIABILITY

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

Acquisitions

On February 14, 2006 Millenia Hope Inc.'s Canadian subsidiary, Millenia Hope
Pharmaceuticals (which will now use the commercial name - Millenia Hope
Biopharma or MH-B), purchased intellectual property and research equipment from
Avance Pharma, for $511,000.

Employees

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

Mr. Leonard Stella - Chief Executive Officer - Director.

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

Dr. Bahige Baroudy - President and Chief Science Officer

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

Mr. Yehuda Kops - Chief Operating Officer - Director.

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

Mr. Hugo Valente - CFO - Director.

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

Mr. Jacky Quan - Executive VP - Treasurer - Director

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

<PAGE>

Mr. Joseph Daniele - Chief Legal Advisor - Director.

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

Dr. Soriba Cisse - VP research and Development

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

Mr. Jeffrey Brooks - VP Operations

Will be responsible for production and quality control of MALAREX/MMH(TM)18 and
other future products, once large scale commercialization commences. Currently
devotes 2 days a month to the company.

Mrs. Antigoni Liapis - Executive Secretary

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

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

Item 2. Description of Property.

The Company leases its corporate offices at 4055 St. Catherine Street, Suite
151, Montreal, Quebec at an annual rental , excluding office expenses, of
$30,000 pursuant per the terms of a one year lease commencing September 1, 2005.

Item 3. Legal Proceedings

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

Item 4 Submission of Matters to a Vote of Security Holders

None.

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

(a) Market Information

The Company's Common Stock is currently quoted for trading on the OTC Bulletin
Board under the symbol MLHP. The following table sets forth the range of
quarterly, high and low sale prices for the Company's Common Stock from the
inception of quotation during the fourth quarter of 1998 and for 1999 through
1(st) quarter of 2006. 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
Second Quarter                                           $0.26            $0.18
Third Quarter                                            $0.19            $0.11
Fourth Quarter                                           $0.19            $0.06

2006
First Quarter                                            $0.12            $0.06

Of the 135,260,717 shares of common stock outstanding at March 15, 2006,
87,306,095 shares are currently subject to the resale restrictions and
limitations of Rule 144. In general, under Rule 144 as currently in effect,
subject to the satisfaction of certain other conditions, a person, including an
affiliate, or persons whose shares are aggregated with affiliates, who has owned
restricted shares of common stock beneficially for at least one year is entitled
to sell, within any three-month period, a number of shares that does not exceed
1% of the total number of outstanding shares of the same class. In the event the
shares are sold on an exchange or are reported on the automated quotation system
of a registered securities association, you could sell during any three-month
period the greater of such 1% amount or the average weekly trading volume as
reported for the four calendar weeks preceding the date on which notice of your
sale is filed with the SEC. Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of current
public information about us. A person who has not been an affiliate for at least
the three months immediately preceding the sale and who has beneficially owned
shares of common stock for at least two years is entitled to sell such shares
under Rule 144 without regard to any of the limitations described above.

(b) Holders

As of March 15,2006, there were over 2,500 holders of the Company's common
stock.

<PAGE>

(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.

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.

<PAGE>

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.

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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.

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

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

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

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

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

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 135,260,717 shares
were issued and outstanding as of March 15, 2006. 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.

<PAGE>

Plan of Operation.

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

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

Taking the aforementioned into account, as of March 15, 2006, Millenia Hope had
received 18 sales authorizations from West African nations, Congo (Brazzaville)
and Guinea (Conakry), Togo, Burundi, Central African Republic, Benin, Gabon,
Chad, Niger, Mali, Senegal, Democratic Republic of Congo, Guinea (Equatorial),
Cameroon, Ghana, Sierra Leone, Mauritania and Burkina Faso, and one from the
Caribbean nation of the Dominican Republic. These authorizations mean that we
have the right currently, without doing any further testing or receiving any
further approval, to sell MALAREX/MMH(TM)18 to any individual, group, company or
NGO or Governmental Agency in those countries. We are also awaiting sales
authorizations from several other African nations. In fact, as of September 2005
Millenia had 2 MALAREX/MMH(TM)18 sales, one in Guinea Conakry and one in Mali.
We are actively working with other groups and individuals to conclude further
sales of MALAREX/MMH(TM)18. The only cost to concluding future sales is the
normal day to day operating costs of our business. Based on management's best
estimates, Millenia hopes to sell in excess of 200,000 treatments of
MALAREX/MMH(TM)18, in at least 2 major markets (or $1.5 - 2 million US), during
fiscal 2006.

Millenia has adopted an extremely conservative sales forecast. In the face of
anti-malarial drug resistance, the need for effective treatments will continue
to intensify. Millenia has commenced building a network of local distributors
capable of supplying MALAREX/MMH(TM)18 and expects that the demand for
MALAREX/MMH(TM)18 should increase commensurately.

It is estimated the demand for MALAREX/MMH(TM)18 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 MALAREX/MMH(TM)18 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 it
has attained its first large volume sales of the product.

Millenia continues to have regular commercial access to Voacamine processed by
producers in Southern Brazil and does not foresee any supply shortages in the
near future. Even though Millenia does not have exclusive access to Voacamine,
there is no problem in acquiring Voacamine commercially from producers in the
region to satisfy its needs.

<PAGE>

Millenia utilizes the services of Ropack, an FDA approved, HACCP, cGMP and ISO
9002 certified corporation, to perform quality control and encapsulating of
MALAREX/MMH(TM)18, conforming to the lighest level of U.S. and Canadian
manufacturing standards.

Millenia has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuticals Ltd. Millenia Pharmaceuticals will handle all marketing,
distributing and sales of MALAREX/MMH(TM)18. 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.

On February 14, 2006 Millenia Hope Inc.'s Canadian subsidiary, Millenia Hope
Pharmaceuticals (which will now use the commercial name - Millenia Hope
Biopharma or MH-B), purchased intellectual property and research equipment from
Avance Pharma, for $511,000.

Avance Pharma was one of the world's leading bio-research firms in Phytomic
Technology, the commercialization of plant cell cultures. Avance Pharma spent
over $30 million in creating its unique technology, including the world's
largest collection of highly purified phyto-chemical fractions to be utilized in
the pharmaceutical, cosmetic and nutraceutical industry.

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.

On April 12, 2005 Dr. Margaret Bywater joined the company as its President.
Millenia also appointed Carole Robert as its VP Sales Development and
Governmental Affairs and Mr. Joseph Daniele as its Chief Legal Advisor.

On April 12, 2005, the Board of Millenia Hope added another director, Mr. Jacky
Quan, its VP and Treasurer. On April 29, 2005, Mr. Raymond Roy, executive
Vice-President and director of Millenia Hope, resigned for personal reasons. On
June 15, 2005, our Vice-Chairman, Dr. Alexander Kavic, was asked, by the Board
of Directors, to tender his resignation. Dr. Kavic complied and resigned on that
date. The resignation was due to his personal and business situation that did
not allow him to properly fulfill his Millenia Hope duties.

On August 30, 2005 the company appointed Joseph Daniele, its Chief Legal
Advisor, as a member of the Board of Director. Millenia Hope also announced the
dismissal of its President, Dr. Margaret Bywater, effective September 1, 2005,
due to differences of opinion in the strategic direction of the Company.
Mr.Leonard Stella, CEO, and other officers took over the tasks previously
handled by Dr. Bywater. The Board named Dr. Bahige Baroudy its new President and
Chief Scientific Officer replacing Dr. Bywater on February 22, 2006. Also, the
resignation of Ms. Carole Robert Vice President of Government Affairs and Sales
Development and Mr. Thomas Bourne, Corporate Secretary, for personal reasons was
accepted by the Board at its February 22, 2006 Board meeting. The work of the
aforesaid 2 officers has been allocated to other officers and the Board did not
name any replacements for either Officer, as of March 8, 2006. At the same
February 22, 2006 Borad meeting Dr. Meir Sacks was dismissed from his post as
Chief of Pharmacology and has been replaced by Dr. Bahige Baroudy, Millenia's
new President and Chief Scientific Officer. All of the aforesaid is as per our
8-K filing.

On September 29, 2005 Millenia announced that it had forged a relationship with
Dr. Hagai Ginsburg, a world-renowned malaria expert. Dr. Ginsburg has joined
Millenia as a scientific advisor and consultant, to assist us in our
anti-malarial efforts.

<PAGE>

Year ended November 30, 2005 Compared to Year Ended November 30, 2004.

Total revenue for 2005 was $260,470 as compared to $0 in revenue for the same
period 2004. We made our initial MALAREX/MMH(TM)18 sales in 2 African Countries
in 2005 and no sales in 2004.

In 2004 we had $2,255,117 of operating expenses vs. $7,386,613 in 2005, broken
down as follows:

Comparative figures year ended November 30, 2005 and 2004

2004
                                      Stock           Non-Stock
                                      Compensation    Expense         Total
                                      ------------    -------         -----
Admin salaries                        $  600,000      $   56,629      $  656,629
Consulting                            $   57,001      $    8,506      $   65,507
Office                                $   63,000      $   40,851      $  103,851
Other Development                     $  272,087      $        0      $  272,087
Marketing                             $  803,681      $        0      $  803,681
Rental Exp                            $  290,000      $   36,976      $  326,976
Other S,G and A                       $   14,094      $   12,292      $   26,386
                                      ----------      ----------      ----------
                                      $2,099,863      $  155,254      $2,255,117
                                      ==========      ==========      ==========

2005
                                      Stock           Non-Stock
                                      Compensation    Expense         Total
                                      ------------    -------         -----
Admin salaries                        $1,734,500      $  412,605      $2,147,105
Consulting                            $  786,169      $  140,222      $  926,391
Office                                $   85,300      $   72,356      $  157,656
Other Development                     $1,732,682      $   66,279      $1,798,961
Marketing                             $1,857,502      $   83,920      $1,941,422
Rental Exp                            $        0      $   46,393      $   46,393
Other S,G and A                       $        0      $  367,968      $  367,968
                                      ----------      ----------      ----------
                                      $6,196,153      $1,189,743      $7,385,896
                                      ==========      ==========      ==========

In 2005, we paid our principal officers $2,147,105 in salaries vs $656,629 paid
in 2004. Most of the 2005 and 2004 pay was in stock compensation and our
principal 5 officers received higher pay in 2005 for a much greater work load.

In 2005 Rental costs were $46,393, while the 2004 rental expense was $326,976.
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 $1,941,422 in year 2005 and $803,681 in 2004. Our
increased expenses are due to a greater effort on promoting MALAREX/MMH(TM)18.
In 2005 we received our first commercial sales order. We made an even greater
effort to receive sales order from several West African nations and to lay the
foundation for 2006 sales. This entails enlisting entities that have entree into
governmental departments and already established distribution networks, as well
as governmental and NGO contacts to effect the latter effort.

We incurred other development costs of $1,798,961 during 2005 as compared to
$272,087 for the year 2004. 2004 was the cost of receiving further selling
authorizations, plus several MALAREX/MMH(TM)18 trials. 2005 represents costs for
several completed and ongoing MALAREX/MMH(TM)18 trials, in the Republic of
Central Africa (RCA), in Guinea (Conakry) and preliminary costs for planned
future tests in the Dominican Republic, RCA and Guinea (Conakry). We also had
expenditures for pending homologations in a number of nations and for
development work regarding our new formulation for multi-drug resistant malaria
strains and for developing formulations of MALAREX/MMH(TM)18 for other disease
indications.

Office expense was $157,696 in 2005 and $103,851 in 2004. This was due to
greater administrative and clerical expenses due to a heavier work load in 2005.

Our consulting expenses in 2005 were $927,391 as opposed to $65,507 in 2004.
Again, as we come closer to attaining our sales goals and positioning the
corporation for continued future growth, we incur the need for expertise and
guidance to place us on a solid and secure footing. We hired consultants to aid
us in our administrative tasks, to give us guidance in how to proceed in gaining
entree to various new African and Asian markets and in positioning our corporate
profile to help with financing, investing, etc.

<PAGE>

Other general and administrative expenses were $367,385 for 2005. This
represented an increase of $340,999 from $26,386 for 2004. This increase was
attributable to an increase in day to day operating expenses, in our successful
effort to bring our initial sales of MALAREX/MMH(TM)18 to market and to expose
our company in the public marketplace.

In 2004 we took a $559,739 reserve against our note receivable, whereas in 2005
we had no reserve.

As a result of the foregoing we incurred a net loss of $2,774,149 for the year
2004, compared to a net loss of $7,288,530 for the year 2005.

Liquidity and Capital Resources

At November 30, 2005 the Company had negative working capital of $13,641.
Additional capital and/or borrowings will be necessary. 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. Management anticipates its net cash needs at
$1,500,000 for the fiscal year ending November 30, 2006.

Effect of Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151 "Inventory Costs". This Statement amends the guidance in ARB No. 43, Chapter
4, "Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage). In
addition, this Statement requires that allocation of fixed production overhead
to the costs of conversion be based on the normal capacity of the production
facilities. The provisions of this Statement will be effective for the Company
beginning with its fiscal year ending December 31, 2006. The Company is
currently evaluating the impact this new Standard will have on its operations,
but believes that it will not have a material impact on the Company's financial
position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 153 "Exchanges of Non monetary Assets -
an amendment of APB Opinion No. 29". This Statement amended APB Opinion 29 to
eliminate the exception for non monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non monetary assets
that do not have commercial substance. A non monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The adoption of this Standard is not
expected to have any material impact on the Company's financial position,
results of operations or cash flows.

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment".
This Statement requires that the cost resulting from all share-based
transactions be recorded in the financial statements. The Statement establishes
fair value as the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair-value-based measurement
in accounting for share-based payment transactions with employees. The Statement
also establishes fair value as the measurement objective for transactions in
which an entity acquires goods or services from non-employees in share-based
payment transactions. The Statement replaces SFAS 123 "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25 "Accounting for
Stock Issued to Employees". The provisions of this Statement will be effective
for the Company beginning with its fiscal year ending December 31, 2006. The
Company is currently evaluating the impact this new Standard will have on its
financial position, results of operations or cash flows.

In March 2005, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No.107 (SAB 107) which provides guidance regarding the
interaction of SFAS 123(R) and certain SEC rules and regulations. The new
guidance includes the SEC's view on the valuation of share-based payment
arrangements for public companies and may simplify some of SFAS 123(R)'s
implementation challenges for registrants and enhance the information investors
receive.

In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset
Retirement Obligations, which clarifies that the term 'conditional asset
retirement obligation' as used in SFAS 143, Accounting for Asset Retirement
Obligations, refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity. FIN 47
requires an entity to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably estimated. FIN
47 is effective no later than the end of the fiscal year ending after December
15, 2005. The Company does not believe that FIN 47 will have a material impact
on its financial position or results from operations.

In August 2005, the FASB issued SFAS 154, Accounting Changes and Error
Corrections. This statement applies to all voluntary changes in accounting
principle and to changes required by an accounting pronouncement if the
pronouncement does not include specific transition provisions, and it changes
the requirements for accounting for and reporting them. Unless it is
impractical, the statement requires retrospective application of the changes to
prior periods' financial statements. This statement is effective for accounting
changes and correction of errors made in fiscal years beginning after December
15, 2005.

Item 7. Financial Statements.

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

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

None

<PAGE>

Item 8a. Controls and Procedures

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

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

(a) Directors and Executive Officers.

Name                               Age        Position
----                               ---        --------
Leonard Stella                     44         CEO - Director

Bahige Baroudy                     54         President, Chief Science Officer

Yehuda Kops                        51         COO - Director

Hugo Valente                       55         CFO - Director

Jacky Quan                         37         Executive VP, Treasurer - Director

Joseph Daniele                     42         Chief Legal Advisor - Director

Soriba Cisse                       49         VP Research Development

Jeffrey Brooks                     55         VP Operations

Mr. Leonard Stella, CEO, Director.

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

Dr. Bahige Baroudy, President, Chief Science Officer

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

<PAGE>

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

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

Hugo Valente, CA, CFO - Director.

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

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

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

Mr Joseph Daniel, Chief Legal Advisor - Director

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

Dr. Soriba Cisse, VP Research - Development

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

Mr. Jeffrey Brooks- V.P. Operations.

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

(b) Significant Employees

None

c) Family Relationships

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

<PAGE>

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

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

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

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

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

      -     reviewing the independence of the independent auditors;

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

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

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

Code of Ethics

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

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

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

<PAGE>

            communications made by the Company;

      -     Compliance with applicable governmental law, rules and regulations;

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

      -     Accountability for adherence to the code.

      The Company has adopted the aforementioned Code of Ethics.

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

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
officers, directors and persons who beneficially own more than ten percent of a
registered class of our equity securities ("ten-percent shareholders") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and ten-percent shareholders also are required
to furnish us with copies of all Section 16(a) forms they file. Based solely on
our review of the copies of such forms furnished to us, and written
representations that no other reports were required, we believe that during the
fiscal year ended November 30, 2004, all of our officers, directors and
ten-percent shareholders complied with the Section 16(a) reporting requirements.

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                           2005      $958,360      0         3,665,300
Chief Executive Officer, Director

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

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

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

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

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

Leonard Stella                           2004      $161,673      0           750,000
Chief Executive Officer, Director

Yehuda Kops                              2004      $128,056      0           750,000
Chief Operating Officer, Director

Hugo Valente                             2004      $123,700      0           750,000
Chief Financial Officer, Director

Jacky Quan                               2004      $120,000      0           750,000
Executive VP, Treasurer, Director

Raymond Roy                              2004      $123,200      0           750,000
Executive Vice President, Director
(in 2004)
</TABLE>

(b) Compensation of Directors

None

<PAGE>

(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.

(h) Report on Repricings of Options/SARs

None.

Item 11 Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of February 28, 2006, 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 15, 2006 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

Viral Research                        7,300,000                 5.38

Leonard Stella (1)                    9,125,300                 6.72

Yehuda Kops (1)                       5,588,300                 4.12

Hugo Valente (1)                      2,165,300                 1.60

Jacky Quan (1)                          950,000                 0.70

Joseph Daniele (1)                    1,000,000                 0.74

All Directors and Executive (1)
Officers as a group (5 persons)      18,828,900                13.88

----------

Item 12. Certain Relationships and Related Transactions.

At November 30, 2004 the Company had a related party payable of $218. During the
year ended November 30, 2005, the Company's financing activities with related
parties consisted of borrowings of $219,690 and repayments $219,726. The balance
of $182 at November 30, 2005 is unsecured and accrues no interest and is
included in accounts payable.

<PAGE>

Item 13. Financial Statements and Exhibits.

(a) List of Financial Statements filed herewith.

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

      Independent Auditors' Report

      Balance Sheet November 30,2005

      Statement of Operations Years ended November 30, 2005 and November 30,
      2004, and from inception to November 30, 2005

      Statement of Shareholders' Equity From inception to November 30, 2005

      Statement of Cash Flows Years ended November 30, 2005 and November 30,
      2004, and from inception to November 30, 2005

Notes to the Finance Statements year ended November 30, 2005

(b) List of Exhibits.

      Reports on Form 8-k

      Appointment of Directors, Appointment and dismissal of Principal Officers

      Entry into a Material Definitive Agreement

Item 14. Principal Accountant Fees and Service

Audit Fees

For the fiscal year ended November 30, 2005, the aggregate fees billed for
professional services rendered by Stark Winter Schenkein & Co., LLP
("independent auditors") for the audit of the Company's annual financial
statements and reviews on interim financial statements totaled approximately
$30,400.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended November 30, 2005 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, 2005 there was $0 in fees billed for
other service.

Sarbane Oxley Declarations

                                   SIGNATURES

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

                                        MILLENIA HOPE INC.


Date: March 16, 2006                    /s/ Leonard Stella
                                        ----------------------------------------
                                        Leonard Stella, CEO and Director


Date: March 16, 2006                    /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, 2005

<PAGE>

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

Financial Statements
November 30, 2005

Contents

Report of Independent Registered Public Accounting Firm                        1

Balance Sheet                                                                  2

Statements of Operations                                                       3

Statement of Stockholders' Equity (Deficit)                                4 - 9

Statements of Cash Flows                                                      10

Notes to Financial Statements                                            11 - 20

<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Shareholders
Millenia Hope, Inc.

We have audited the  accompanying  balance  sheet of Millenia  Hope,  Inc. as of
November 30,  2005,  and the related  statements  of  operations,  stockholders'
(deficit) and cash flows for the years ended  November 30, 2005 and 2004.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the 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
audits provide a reasonable basis for our opinion.

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  suffered  significant  losses  from
operations.  This factor raises substantial doubt about the Company's ability to
continue  as a going  concern.  Management's  plans in regard to this matter are
also  discussed  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Millenia  Hope,  Inc.. as of
November  30,  2005,  and the results of its  operations  and cash flows for the
years ended November 30, 2005 and 2004, in conformity with accounting principles
generally accepted in the United States of America.


/s/ Stark Winter Schenkein & Co., LLP

Denver, Colorado
March 15, 2006

<PAGE>


                               Millenia Hope Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                November 30, 2005

                                     Assets
Current Assets
   Inventories                                                     $     62,452
   Prepaid expenses                                                      15,893
   Consumption taxes receivable                                          13,832
                                                                   ------------
Total Current Assets                                                     92,177
                                                                   ------------

Property and equipment, net                                               2,668
                                                                   ------------

                                                                   $     94,845
                                                                   ============


                      Liabilities & Stockholders' (Deficit)
Current Liabilities
  Accounts Payable and Accrued Liabilities                         $    101,693
  Bank Overdraft                                                          3,408
                                                                   ------------
              Total Current Liabilities                                 105,101
                                                                   ------------

Stockholders' (Deficit)
  Common Stock, $.0001 par value; 180,000,000 shares authorized,
    123,270,417 issued and outstanding                                   12,327
  Paid in Capital                                                    20,454,435
  Treasury Shares, at cost                                                  100
  Deferred Stock Compensation                                        (1,923,371)
  (Deficit) Accumulated During the Development Stage                (18,553,747)
                                                                   ------------
                                                                        (10,256)
                                                                   ------------

                                                                   $     94,845
                                                                   ============

See the accompanying notes to the financial statements.

<PAGE>

                               Millenia Hope Inc.
                          (A Development Stage Company)
                            Statements of Operations
                   Years Ended November 30, 2005 and 2004, and
       the Period From Inception (December 24, 1997) to November 30, 2005

<TABLE>
<CAPTION>
                                                     Year Ended        Year Ended        Inception to
                                                     November 30       November 30       November 30
                                                        2005              2004               2005
                                                    -------------     -------------     -------------
<S>                                                 <C>               <C>               <C>
Revenues                                            $     260,470     $          --     $   1,334,188

Cost of Sales                                             210,329                --           789,540
                                                    -------------     -------------     -------------

Gross Profit                                               50,141                --           544,648
                                                    -------------     -------------     -------------

Operating Expenses
  Administrative Salaries                               2,147,105           656,629         3,163,734
  Marketing                                             1,941,422           803,681         5,051,203
  Research & Development                                1,798,961           272,087         2,998,952
  Patent rights                                                --                --         1,005,827
  Selling, general and administrative                   1,498,408           522,720         4,135,651
                                                    -------------     -------------     -------------
                                                        7,385,896         2,255,117        16,355,367
                                                    -------------     -------------     -------------

Operating (Loss)                                       (7,335,755)       (2,255,117)      (15,810,719)
                                                    -------------     -------------     -------------

Other income (expense)
  Gain on disposition of subsidiary                            --                --           737,262
  Interest Income                                          47,225            40,707           131,323
  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)
                                                    -------------     -------------     -------------
                                                           47,225          (519,032)       (2,743,028)
                                                    -------------     -------------     -------------

Net (Loss)                                          $  (7,288,530)    $  (2,774,149)    $ (18,553,747)
                                                    =============     =============     =============

Per share information - basic and diluted:
Weighted Average Number of Common
  Shares Outstanding                                  104,720,959        58,305,785
                                                    =============     =============

(Loss) Per Common Share                             $       (0.07)    $       (0.05)
                                                    =============     =============
</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, 2005

<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             --

<CAPTION>
                                                                                                 (Deficit)
                                                                                                Accumulated
                                                          Treasury Stock            Deferred     During the
                                                          --------------             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
</TABLE>

<PAGE>

                               Millenia Hope, Inc.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
             Inception (December 24, 1997) through November 30, 2005

<TABLE>
<CAPTION>


                                                                Common Stock
                                                                ------------              Paid in      Subscriptions
                                                            Shares         Amount         Capital       Receivable
                                                        --------------------------------------------------------------
<S>                                                      <C>            <C>            <C>             <C>
January 24, 2002-issue of common stock
Of which 125,000 shares were issued for
Settlement of expenses                                       145,000             15          18,110             --

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

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

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

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

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

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

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

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

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             --

<CAPTION>
                                                                                                    (Deficit)
                                                                                                   Accumulated
                                                             Treasury Stock            Deferred     During the
                                                             --------------             Stock      Development
                                                            Shares     Amount        Compensation     Stage           Total
                                                        ---------------------------------------------------------------------
<S>                                                     <C>            <C>          <C>           <C>             <C>
January 24, 2002-issue of common stock
Of which 125,000 shares were issued for
Settlement of expenses                                          --            --             --             --         18,125

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

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

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

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

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

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

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

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

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
</TABLE>

<PAGE>

                               Millenia Hope, Inc.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
             Inception (December 24, 1997) through November 30, 2005

<TABLE>
<CAPTION>


                                                                Common Stock
                                                                ------------              Paid in      Subscriptions
                                                            Shares         Amount         Capital       Receivable
                                                        -------------------------------------------------------------
<S>                                                      <C>            <C>            <C>             <C>
August 15, 2003, issue of common stock
in settlement of consulting fees at $.05 per share           500,000             50          24,950             --

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
                                                               Treasury Stock            Deferred     During the
                                                               --------------             Stock      Development
                                                              Shares     Amount        Compensation     Stage           Total
                                                        -----------------------------------------------------------------------
<S>                                                       <C>            <C>          <C>           <C>             <C>
August 15, 2003, issue of common stock
in settlement of consulting fees at $.05 per share                --            --             --             --         25,000

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>

<PAGE>

                               Millenia Hope, Inc.
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
             Inception (December 24, 1997) through November 30, 2005

<TABLE>
<CAPTION>


                                                                Common Stock
                                                                ------------              Paid in      Subscriptions
                                                            Shares         Amount         Capital       Receivable
                                                        -------------------------------------------------------------
<S>                                                      <C>            <C>            <C>             <C>
December 3, 2004, issue of common stock for cash
at $.04 per share                                            873,333             87          32,913             --

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

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

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

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

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

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

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

April 7, 2005, issue of common stock
for administrative salaries
at $.16 per share                                          3,750,000            375         599,625             --

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

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

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

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

October 28, 2005 issue of common stock for cash
at $.07 per share                                          1,015,000            102          70,572             --

Net (loss) year ended November 30, 2005                           --             --              --             --

                                                        -------------------------------------------------------------
Balance November 30, 2005                                123,270,417    $    12,327    $ 20,454,435    $        --
                                                        =============================================================

<CAPTION>
                                                                                                     (Deficit)
                                                                                                    Accumulated
                                                              Treasury Stock            Deferred     During the
                                                              --------------             Stock      Development
                                                             Shares     Amount        Compensation     Stage           Total
                                                        ----------------------------------------------------------------------
<S>                                                      <C>            <C>          <C>           <C>             <C>
December 3, 2004, issue of common stock for cash
at $.04 per share                                                --            --             --             --         33,000

December 2004 through August 2005 issue of
common stock In settlement of representation costs
at $.15 per share                                                --            --         (8,400)                      969,288

January 5,2005 issue of common stock for cash
at $.04 per share                                                --            --                            --         76,000

January through September 2005, issue of common stock
In settlement of consulting fees at $.14 per share               --            --       (223,530)                      682,585

February 1, 2005, issue of common stock for cash
at $.05 per share                                                --            --                            --        106,500

February through May 2005, issue of common stock
In settlement of development costs at $.19 per share             --            --     (1,584,318)            --      1,732,682

March 15, 2005 issue of common stock for cash
at $.09 per share                                                --            --                            --        118,530

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

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

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

May 5, 2005 issue of common stock for cash
at $.16 per share                                                --            --                            --        708,865

May through November of 2005 issue of
common stock In settlement of administrative salaries            --            --                            --      1,734,500

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

October 28, 2005 issue of common stock for cash
at $.07 per share                                                --            --             --             --         70,674

2004 deferred consulting compensation
expensed year ended November 30, 2005                                                    103,584             --        103,584

2004 deferred representative compensation
expensed year ended November 30, 2005                                                    888,216             --        888,216

Net (loss) year ended November 30, 2005                          --            --                    (7,288,530)    (7,288,530)

                                                        ----------------------------------------------------------------------
Balance November 30, 2005                                $ 1,000,000    $      100   $(1,923,371)  $(18,553,747)   $   (10,256)
                                                        ======================================================================
</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, 2005 and 2004, and
       the Period From Inception (December 24, 1997) to November 30, 2005

<TABLE>
<CAPTION>
                                                                                       Year Ended      Year Ended      Inception to
                                                                                       November 30     November 30     November 30,
                                                                                           2005            2004            2005
                                                                                       ------------    ------------    ------------
<S>                                                                                    <C>             <C>             <C>
Operating Activities
Net (Loss)                                                                             $ (7,288,530)   $ (2,774,149)   $(18,553,747)
  Depreciation                                                                                  669             832         111,938
  (Gain) loss on disposition of  susidiary                                                       --              --        (737,262)
  Sale of investment in subsidiary for services                                                  --              --          10,800
  Issue of capital stock for services                                                     6,796,153       1,423,013      10,615,602
  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)        (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 Current Assets                                                              (92,177)             --         (92,177)
  (Decrease) Increase in accounts payable and accrued liabilities                          (571,753)        563,411         178,360
                                                                                       ------------    ------------    ------------

Cash (used in) operating activities                                                      (1,155,638)       (267,861)     (3,917,488)
                                                                                       ------------    ------------    ------------

Financing Activities
    Bank Overdraft                                                                            3,236             172           3,408
    Related party payable, net                                                                  (32)           (888)      1,367,461
    Issuance of capital stock for cash                                                    1,152,434         153,525       2,201,002
    Contribution to paid in capital                                                              --              --       1,318,347
                                                                                       ------------    ------------    ------------

Cash provided by financing activities                                                     1,155,638         152,809       4,890,218
                                                                                       ------------    ------------    ------------

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          (2,207)
                                                                                       ------------    ------------    ------------

Cash flows provided by (used in) investing activities                                            --         114,780        (972,730)
                                                                                       ------------    ------------    ------------

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

Cash and cash equivalents
    Beginning of period                                                                          --             272              --
                                                                                       ------------    ------------    ------------

    End of period                                                                      $         --    $         --    $         --
                                                                                       ============    ============    ============

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, 2005

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,   2005.   The   respective   carrying   value  of   certain
      on-balance-sheet  financial  instruments  approximated  their fair values.
      These financial instruments include cash, consumption taxes receivable and
      accounts  payable and  accrued  liabilities.  Fair values were  assumed to
      approximate  carrying  values for financial  instruments  because they are
      short term in nature,  their carrying amounts approximate fair values, and
      they are payable on demand.

      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, 2005.

      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.


                                     - 3 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

      Property and Equipment

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

           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  depreciation,  are removed from the appropriate asset and and
      depreciation  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.

      Inventory

      Inventory  is  stated at the lower of cost,  determined  on the  first-in,
      first-out method,  or net realizable  market value.  Inventory at November
      30, 2005, consisted of finished goods and packaging materials.

      Accounts Receivable

      Accounts receivable are stated at estimated net realizable value. Accounts
      receivable  are comprised of balances due from  customers net of estimated
      allowances for  uncollectible  accounts.  In  determining  collectability,
      historical  trends are evaluated and specific customer issues are reviewed
      to arrive at appropriate allowances.

      The Company's  standard  credit terms are net 30 days.

      Stock-Based Compensation

      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.


                                     - 4 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

      Recent Accounting Pronouncements

      In November 2004, the Financial  Accounting  Standards Board (FASB) issued
      SFAS 151 "Inventory Costs".  This Statement amends the guidance in ARB No.
      43, Chapter 4, "Inventory  Pricing, to clarify the accounting for abnormal
      amounts of idle facility  expense,  freight,  handling  costs,  and wasted
      material (spoilage).  In addition, this Statement requires that allocation
      of fixed  production  overhead to the costs of  conversion be based on the
      normal  capacity of the  production  facilities.  The  provisions  of this
      Statement will be effective for the Company beginning with its fiscal year
      ending  December 31, 2006. The Company is currently  evaluating the impact
      this new Standard will have on its  operations,  but believes that it will
      not have a material impact on the Company's financial position, results of
      operations or cash flows.

      In December  2004,  the FASB issued SFAS 153  "Exchanges  of Non  monetary
      Assets - an amendment of APB Opinion No. 29". This  Statement  amended APB
      Opinion 29 to  eliminate  the  exception  for non  monetary  exchanges  of
      similar  productive  assets and replaces it with a general  exception  for
      exchanges of non monetary assets that do not have commercial substance.  A
      non monetary exchange has commercial substance if the future cash flows of
      the  entity  are  expected  to  change  significantly  as a result  of the
      exchange.  The  adoption  of this  Standard  is not  expected  to have any
      material impact on the Company's financial position, results of operations
      or cash flows.

      In December  2004,  the FASB issued SFAS 123 (revised  2004)  "Share-Based
      Payment".  This  Statement  requires  that  the  cost  resulting  from all
      share-based  transactions  be recorded in the  financial  statements.  The
      Statement   establishes  fair  value  as  the  measurement   objective  in
      accounting for share-based payment  arrangements and requires all entities
      to apply a  fair-value-based  measurement  in accounting  for  share-based
      payment  transactions with employees.  The Statement also establishes fair
      value as the  measurement  objective for  transactions  in which an entity
      acquires  goods or services  from  non-employees  in  share-based  payment
      transactions.  The Statement replaces SFAS 123 "Accounting for Stock-Based
      Compensation"  and  supersedes  APB Opinion No. 25  "Accounting  for Stock
      Issued to  Employees".  The provisions of this Statement will be effective
      for the Company  beginning with its fiscal year ending  December 31, 2006.
      The Company is currently evaluating the impact this new Standard will have
      on its financial position, results of operations or cash flows.

      In March 2005, the Securities and Exchange  Commission  (SEC) issued Staff
      Accounting Bulletin No.107 (SAB 107) which provides guidance regarding the
      interaction of SFAS 123(R) and certain SEC rules and regulations.  The new
      guidance  includes the SEC's view on the valuation of share-based  payment
      arrangements  for public  companies and may simplify some of SFAS 123(R)'s
      implementation  challenges  for  registrants  and enhance the  information
      investors receive.

      In March 2005, the FASB issued FIN 47,  Accounting for  Conditional  Asset
      Retirement  Obligations,  which clarifies that the term 'conditional asset
      retirement   obligation'  as  used  in  SFAS  143,  Accounting  for  Asset
      Retirement  Obligations,  refers to a legal obligation to perform an asset
      retirement  activity in which the timing and/or  method of settlement  are
      conditional on a future event that may or may not be within the control of
      the entity.  FIN 47 requires  an entity to  recognize a liability  for the
      fair value of a conditional asset retirement  obligation if the fair value
      can be


                                     - 5 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

      reasonably  estimated.  FIN 47 is  effective  no later than the end of the
      fiscal year ending after  December 15, 2005.  The Company does not believe
      that FIN 47 will have a  material  impact  on its  financial  position  or
      results from operations.

      In August  2005,  the FASB issued SFAS 154,  Accounting  Changes and Error
      Corrections. This statement applies to all voluntary changes in accounting
      principle and to changes  required by an accounting  pronouncement  if the
      pronouncement  does not include  specific  transition  provisions,  and it
      changes the requirements for accounting for and reporting them.  Unless it
      is impractical,  the statement requires  retrospective  application of the
      changes  to  prior  periods'  financial  statements.   This  statement  is
      effective for  accounting  changes and correction of errors made in fiscal
      years beginning after December 15, 2005.

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 $7,288,530  and  $2,774,149  for the years ended  November 30, 2005 and
      2004  respectively,  as well as reporting net losses of  $18,553,747  from
      inception  (December  24, 1997) to November 30, 2005. At November 30, 2005
      the Company had negative  working  capital of $12,924 and a  Stockholders'
      Deficit of $10,256. 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,  although  there  can  be no  assurance  of  this
      commitment.

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

4.    Fixed Assets

                                             Accumulated       Balance
                             Cost            Depreciation      November 30, 2005
                             ----            ------------      -----------------

Furniture & fixtures         $15,900         $13,232           $2,668
                             =======         =======           ======


                                     - 6 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

5.    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,  2006.  Rent is payable at $2,500 per month.  The future  lease
      payments at November 30, 2005 are for nine months  totaling  $22,500.  The
      lease expense was  approximately  $30,000 for the years ended November 30,
      2005 and 2004, respectively.

      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.

6.    Income Taxes

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

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

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

As of November 30, 2005,  the Company has a net operating loss  carryforward  of
approximately  $7,900,000.  This loss will be available to offset future taxable
income.  If not used, this  carryforward  will expire through 2025. The deferred
tax  asset  of   approximately   $2,700,000   relating  to  the  operating  loss
carryforward  has been fully reserved at Novemberr 30, 2005. The increase in the
valuation  allowance related to the deferred tax asset was $170,000 during 2005.
The principal difference between the accumulated deficit for income tax purposes
and for financial  reporting  purposes results from non-cash stock  compensation
and  derivative  instrument  expense being  charged to operations  for financial
reporting purposes.

7.    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
                                                               -----------


                                     - 7 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

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

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

Date                                         Stock Issued             Value

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


                                     - 8 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

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

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

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

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

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

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

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

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

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

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


                                     - 9 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

8.    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.


                                     - 10 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

      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  $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.


                                     - 11 -
<PAGE>

Millenia Hope Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                     - 12 -
<PAGE>

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

      On May 5, 2005 the  Company  issued  the  following  Warrants  for  Common
      Shares in conjunction with the sale of common stock for cash

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

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

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

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

      Stock-based Compensation

      During the year ended  November 30, 2005,  the Company  issued  options to
      purchase shares of common stock to certain non-employees.

SFAS 123  requires the Company to provide  proforma  information  regarding  net
income and earnings per share as if  compensation  cost for the Company's  stock
option plans had been  determined in accordance with the fair value based method
prescribed  in SFAS 123. The fair value of the option grants is estimated on the
date of grant utilizing the Black-Scholes  option pricing model. Results may not
be  representative  of those to be expected  in future  years.  No options  were
granted in 2004, 2005.

      Under the  provisions  of SFAS 123, the  Company's  net income  (loss) and
      earnings  (loss) per share  would  have been  reduced  (increased)  to the
      proforma amounts indicated below:

                                                       2004             2005
                                                       ----             ----
      Net (loss)
            As reported                            $(2,774,149)     $(7,288,530)
            Proforma                               $(2,774,149)     $(7,288,530)
      Basic and diluted (loss) per share
            As reported                            $     (0.05)     $     (0.07)
            Proforma                               $     (0.05)     $     (0.07)

      A summary of stock option activity is as follows:

                                                         Weighted    Weighted
                                            Number       average      average
                                              of         exercise      fair
                                            shares        price        value
                                            ------        -----        -----
      Balance at
        November 30, 2003                  4,644,156       $1.00       $0.00
      Granted                                     --          --          --
      Exercised/Forfeited                         --          --          --
                                           ---------       -----       -----
      Balance at
        November 30, 2004                  4,644,156       $1.00       $0.00
      Granted                                     --          --          --
      Exercised/Forfeited                         --          --          --
                                           ---------       -----       -----
      Balance at
        November30, 2005                   4,644,156       $1.00       $0.00
                                           =========       =====       =====

      The following table summarizes information about fixed-price stock options
      at November 30, 2005:

<TABLE>
<CAPTION>
                                    Outstanding                          Exercisable
                                    -----------                          -----------
                    Weighted        Weighted       Weighted-
                    Average         Average         Average
      Exercise       Number        Contractual      Exercise        Number        Exercise
      Prices       Outstanding        Life           Price        Exercisable      Price
      ------       -----------        ----           -----        -----------      -----
<S>                 <C>             <C>              <C>           <C>              <C>
      $1.00         4,644,156       0.5 years        $1.00         4,644,156        $1.00
</TABLE>

9.    Related Party Transactions

      At November  30, 2004 the  Company  had a related  party  payable of $218.
      During  the  year  ended  November  30,  2005,  the  Company's   financing
      activities  with related  parties  consisted of borrowings of $219,690 and
      repayments $219,726. The balance of $182 at November 30, 2005 is unsecured
      and accrues no interest and is included in accounts payable.

10.   Subsequent Events

      On February 14, 2006 Millenia Hope Inc.'s  Canadian  subsidiary,  Millenia
      Hope  Pharmaceuticals  (which will now use the commercial  name - Millenia
      Hope  Biopharma  or MH-B),  purchased  intellectual  property and research
      equipment from Avance Pharma, a non-related party, for $511,000.

      Between December 1, 2005 and March 10, 2006 the Company issued  10,670,300
      common  shares for services  with a fair market value on the contract date
      of $765,518 and 1,320,000 common shares for $116,160 cash.


                                     - 13 -