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, 2002

|_|   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
Incorporation or Organization)                           Identification No.)

4055 St. Catherine West, Suite 142                       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

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: $362,599

As of November 30, 2002, 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 $5,121,704. At November 30, 2002
39,144,695 shares of issuer's common stock were outstanding.


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                               MILLENIA HOPE INC.

FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
SECTION

PART 1

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

PART II

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

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

PART III

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

PART IV

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


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PART I.

Item 1. Description of Business.

(a)  Business Development

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

(b)  Business of Issuer

MILLENIA was formed to further develop and distribute an anti-malarial drug
formerly known as "ASPIDOS" now called MALAREX(R) (the "Product"). As disclosed
later, the Company has also acquired the rights to another anti-material agent,
strychnos mytroides, although we are not currently pursuing the project.

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

MALARIA, THE DISEASE

Malaria is predominant in four regions of the world:

     Africa
     India
     South East Asia
     Central and South America

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

Malaria is a disease that is caused by a parasite. This parasite spends most of
its life in the red blood cells of humans. Female mosquitoes are the primary
transmittal agent for these parasites. The parasites are ingested by the female
mosquito when feeding on an infected person's blood and then spread when biting
another person. Once inside the mosquito, the parasites migrate to the salivary
glands where they are free to be transmitted with the next bite.

Four species of malaria parasites cause disease in humans:

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

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


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

Estimated lost work time for people affected with malaria is over US$ 2 billion
annually and if the trend is not reversed will soon be more than US$ 3 billion.
A single bout of malaria is estimated to cost a sum equivalent to 10-20 working
days in India or Africa.

CURRENTLY AVAILABLE TREATMENTS

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

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

Chloroquine (Aralen), 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), 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), was developed by the U.S. army in the early 1980's and
commercialized by Hoffman LaRoche. Resistance has been observed since the early
1980's, particularly in the South East Asian countries.

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

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

In addition to the above, there have been other drugs tested and used over the
years in the fight against malaria. Many were the forerunners of one of more of
the above. Currently many drugs based on new compounds are being tested along
with possible vaccines. The aforementioned information was reported in the
Malaria Foundation Fact Pack, May 14, 1998, Section 5.B. 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
obvious 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.

There is insufficient research into novel drug targets. Current new options are
based on the same three families of compounds (the quinolines, antifolates, and
artemesinin derivatives) all of which have records of resistance and or
ineffectiveness.


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PRODUCT HISTORY

MALAREX

Although Millenia is a relatively new company, the existence of the natural
components of Malarex are not. Known by the Brazilian natives as "Taheebo", the
Pau Pereira is a tropical rain forest tree that exists in over 100 different
species. These trees, having healing properties, were used by indigenous
medicine men in Brazil.

Since it is a tree that has evolved in tropical rain forests, the Pau Periera
does not rot when stored at ambient temperatures. Pau Periera was used for
centuries for an assortment of applications. The tree's bark was invariably the
potion used by the natives in their therapeutic practices. It was administered
by infusion, was chewed and was even applied in poultices.

The final refined process using the species of tropical rainforest tree called
Peschiera Fuelsiaefolia, found in Brazil and Madagascar, was eventually
accomplished by the research team of Silvia Rossi and Guiseppe Motta operating
in Europe in 1997. Thereafter, Millenia bought all rights to MALAREX from the
co-owners of the patent applications, Mr. Rossi and Mr. Motta on January 7,
1998. Currently, Millenia has been given the authorization to sell Malarex in 8
West African countries, Guineau (Conkary), and Congo (Brazzaville), Togo,
Benin, Burundi, Central African Republic, Gabon and Chad.

MALAREX exhibited positive results when administered to malaria patients.
Extracted from natural sources, MALAREX is not a synthetically derived drug.
MALAREX has had successful tests in the treatment and prevention of malaria and
is continuing with further ongoing tests to allow it to continue to receive
further authorizations to sell its product for consumer usage.

Based on our testing of MALAREX we have found that it is a product that needs no
other catalysts or chemicals in the manufacturing stage.

Throughout in-vitro (cultured cell-tests) and in-vivo (live trials) tests (see
Test Results), no undesirable side effects were detected. When treated with
MALAREX 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
(Voacamine) is produced in capsule form.

Negotiations have been concluded with a pharmaceutical company to have the
ingredients of MALAREX produced in Brazil one of the major sources of the raw
material, Peschiera Fuchsiaefolia, needed to produce MALAREX while the
encapsulation and packaging will be done by a HACCP, CGMP and ISO 9002 firm in
Montreal, Canada. Sufficient raw material exists to ensure the supply required
to meet and surpass our current sales objectives and to meet expected demand for
the foreseeable future. The current product requires no more development and
will be manufactured and sold in its current state.

As of October 9, 2001 Millenia acquired an interest in the assets of Cibecol
Industrial Farmaceutica Ltda (see note 8 to the Financial Statement). Cibecol
operates a 20,000 square foot manufacturing facility and also owns 82 hectare of
arable land, located, in Porto Allegre, Brazil. Millenia will use the Brazilian
facility for the production of Malarex. Cibecol operates one of the largest
phyto-pharmaceutical plants in southern Brazil. In addition to producing
voacamine, the active agent in Malarex, Cibecol continues to produce its own
group of 61 natural medicines that are currently being marketed in Brazil. This
acquisition is a key step forward toward Millenia's goal of becoming a
vertically integrated producer and distributor of Malarex.

STRYCHNOS

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


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At the present time, the company is not pursuing an active course of action with
regard to the STRYCHNOS patent. Since MALAREX is much closer to being brought to
the market, the Company is expending most of its resources on it. Once MALAREX
has been established in the market place and given the availability of funds,
the company intends to devote resources to actively develop STRYCHNOS.

MARKET SIZE

According to the World Health Organization (1999), 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 1999 estimates 1.5-2.7 million deaths from malaria of which
approximately 850,000- 1,500,000 are caused by P. Falciparum. In addition to the
reported cases of contracted malaria, control programs dispense medication for
the prevention of malaria in the amount of a further 70 million plus complete
treatments annually.

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

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

DISTRIBUTION AND PRICING

Millenia's objective is to see that MALAREX is made available to as many people
as possible; as quickly as possible. In order to accomplish this goal, it is
Millenia's intention to initially focus on the production aspects of the product
and have it distributed where possible within already existing distribution
networks. Through a realistic pricing strategy, Millenia intends to make MALAREX
available at prices that are more than competitive with the cost of other
comparable drugs currently used in the treatment of malaria. This will
facilitate MALAREX'S entry into a marketplace that is price sensitive and should
help it build sales volume due to its lower price. Even with pricing below that
of the competition, the Company should still earn a net profit that will allow
future growth potential.

Millenia is poised to begin selling MALAREX in significant quantities, as soon
as a sufficient number of selling authorizations are received from the
appropriate health ministry authorities.

On January 9, 1998, the Company signed a 5 year non-exclusive worldwide
marketing agreement for MALAREX with L'Espoir du Millenaire Inc. The only
obligations under the contract are for the payment by L'Espoir to Millenia of
$30,000 annually for the 5 years and the obligation of L'Espoir to sell, at
least on average, $5 million of MALAREX for the fiscal years 2001-2003 in order
to retain this contract. As of January 9, 2003, by mutual agreement, this
marketing agreement has not been extended.

PATENTS AND OTHER RIGHTS PURCHASED

Millenia has not only purchased the patent rights and all other rights to
MALAREX and STRYCHNOS; it has also secured all research and development data and
notes pertaining to the above noted drugs from the commencement of initial
research to synthesis of the drug. In the future, as other products are
developed and come on line or are purchased, Millenia will take all necessary
steps to see that its product have the full measure of legal protection.
Furthermore; should there be any questions of infringement on its proprietary
rights, Millenia will be aggressive in asserting its legal position.

Currently, its 2 anti-Malarial drugs, MALAREX and STRYCHNOS, are protected under
patent applications filed covering their development. When the patent
applications were filed, the required documentation was filed along with it at


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the appropriate patent offices. To the extent that Millenia is successful in
prosecuting its patent applications and they are accepted as valid patents, the
protection accorded is retroactive to the date of the original filings.

Subsequent to meetings and discussions held in 1997 it was agreed that Millenia
would buy all rights to this product. This included but was not exclusive of
Italian Patent applications, PCT (international) Patent Applications, all
patents derived from the aforementioned, all priority rights and all commercial
and non-commercial rights without limitation. No residual rights belong to the
co-discoverers. An Italian patent Application registered MALAREX on March 26,
1998 for use as an anti-malarial agent and any secondary medicinal uses that may
be found in the course of testing or further research. PCT (International)
Patent Application for the same usage was filed on March 25, 1999. An Italian
Patent Application registered STRYCHNOS on June 1, 1999 for use as an
anti-malarial agent specifically, but not limited to, for usage as an adjuvant
to Chloroquine in fighting malaria. These three Patent applications have all
been approved for study of their technical merits. This is the first stage
acceptance culminating, hopefully, in the full patent being issued. After the
application has been accepted for study, the patent granting authority in that
jurisdiction do more in depth studies of the merit of the patent application
based on its scientific validity and test results to date. Once they feel that
the application has met the burden of proof for that particular patent request,
the actual patent is granted. On September 26, 2000 Millenia's PCT
(International) Patent Application for MALAREX was accepted and Millenia has now
commenced the process of registering its patent protection in the following 52
countries: the United States, Canada, Europe, Japan, the states served by the
European Patent Office, the African Regional Industrial Property Organization
(ARIPO) and the African Intellectual Property Organization (OAPI) as well as
Brazil, India, Mexico, South Africa, Vietnam and Madagascar. As well, Millenia
has made trademark applications for MALAREX in these 52 countries.

TEST RESULTS

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

Currently, the testing of Voacamine, and the related costs of these tests, are
being performed by several governments, not for profit organizations and
research institutes with the sole goal of bringing to the market an effective
anti-malarial drug. Millenia has no funds and therefore is not, at present,
paying any of its employees nor any third party to have testing done on MALAREX.

In-Vitro testing of Voacamine, independently funded and performed by the
Institute of Superior Health of Rome, conducted by researchers Elena Federici,
Giovianna Palazzino and headed by Dr. Corrado Galeffi of the Institute of
Superior Health of Rome and Prof. Marcello Nicoletti of Department of Plant
Biology at La Sapeinza, University of Rome aided by Dr. Pierre Olliafo of
Unisante, Geneva, the WHO and Dr. L. Turchetto, as per the report of the
Institute of Superior Health in Rome 1997 with the result to reach Ic 50 level (
the level at which 50% of the cultured cells died, which is the benchmark for
such in-vitro tests). It only required a low dose of 179 micrograms per
milliliter of solution for chloroquine non resistant parasites and 282
micrograms per milliliter for chloroquine resistant parasites. Such a dose
indicates that MALAREX is very non-toxic.

In-Vitro tests were independently performed by Dr. Francesco de Chiara of the
Clinica Ospedale diAnchilo in Nampula, Mozambigue, funded by the Ministry of
Health and Wellbeing of Mozambigue, per his report of April 20, 1998 with
similar results to the Institute of Surgeon Health in Rome, in that the Ic50
level was reached at very low doses of Voacamine.

In the same report is an In-Vivo study of 74 Mozambicans with malaria who were
treated via sub-cutaneous injections (names of all patients are in his report).
Clinical Results - within 24 hours clinical symptoms of malaria (fever,
vomiting, diarrhea, joint pains etc.) disappeared and within 4 days the
patients, having followed a 3 day treatment regimen, showed a 90% rate of
complete recovery.


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A 2000 In-Vitro, Ex-Vivo study by the McGill University Health Center (Dr. E.
Schurr, Dr. C.DiFlumieri) found a substantial decrease in parasite replication
and growth.

A 2001 In-Vivo study of Sprague Dawly rats, carried out by ITR Laboratories,
found Malarex(TM) free of harmaful effects even at a high dosage level.

A phase 1 live trial study at the laboratory of Parasitolgy and Immunology of
the Hospital Center of the University of YAOUNDE Cameroun under the auspices of
Dr. Same Ekobo head of Cameroun's national anti-malarial agency to determine the
proper posology of Malarex, was performed with 30 patients in November 1999. Of
these 18 patients or 60% were completely cured, via a 4 day regimen of MALAREX.
The other 12, having started with extremely high parasitic levels 4,000 elements
/ mms, had significantly lower parasitic levels at the end of the 4 day regimen
when compared to the beginning of the testing.

In a follow-up study, in September 2001, Professor Ekobo studied 17 patients
with acute Falciparum Malaria. All of the 17 patients were cured after 4 days of
the treatment regimen. Again the only side effects observed were 1 case of
diarrhea, 1 of headache and 1 of dizziness.

In a further study done by Professor Ekobo in November 2001, covering 30
patients suffering from acute Falciparum Malaria, both male and female with the
ages ranging from 4 years old to over 65 years of age, the following results
were seen. Within 4 days of the 5 day treatment regimen, 100% of the patients
were cured of their malarial symptoms. The few side effects noticed were slight
and went away almost immediately on their own. These were comprised of 1 case
each of dizziness, headache and vomiting. 96.6% of these patients were willing
to take MALAREX(TM) again should they incur another episode of malaria.

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

GOVERNMENT REGULATIONS

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

PRODUCT LIABILITY

Any drug or pharmaceutical product poses, by its nature, some level of risk.
Since drugs are widely disseminated among populations, all precautions must be
taken to ensure that the potential risk of any drug is kept to the barest
minimum. Since MALAREX and STRYCHNOS are all natural products and not chemically
produced, their 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 these 2 compounds are
inherently less susceptible. This being noted, as the product has been
authorized for use as an anti-malarial drug in several West African countries,
the Company is negotiating with several liability insurance carriers to obtain
the appropriate liability and product insurance commensurate with the
statistical risk factors.

Acquisitions

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 51% of SWORD's
authorized capital, at a cost of five million (5,000,000) common shares, valued
at the average thirty date trading range (OTC other) of $1.50 or seven million
five hundred thousand dollars ($7,500,000) and five million warrants
(5,000,000), entitling the registered holder thereof to purchase at any time
from that date for a period of three (3) years, one share of common stock at a
price of two dollars ($2). This transaction was at arms length with third
parties.

On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned shares were tendered back
to Sword Comp-Soft. In exchange for said 30.7 million shares, Sword Comp-Soft
paid Millenia Hope $700,000 U.S., due within 12 months from the date of its
signing of the agreement and gave Millenia its Medico Center site, Medico
Research, any other


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related Medico ASP work and all the attended backup documentation, computer line
code etc., all as per the agreement signed on March 5, 2003.

Millenia, under the leadership of Dr. David Mulder, Millenia's Vice-Chairman,
and Dr. Rene Morel, a member of our scientific committee, expects to introduce a
new concept which we call 02-IV, oxygenation of intravenous solutions.
Intravenous solution recipients will now be able to derive a positive boost from
the extra dose of oxygen delivered directly to their blood stream. As per the
January 1999 article in the Canadian Journal of Health & Nutrition titled,
"Oxygen Boosts Performance{", the benefits of additional oxygen for the body are
numerous.

The North American intravenous solution market, per estimates of Frost &
Sullivan, is approximately $1.3 billion and the rest of the international market
is about an additional $1.5 billion.

On May31, 2001, Millenia Hope and Liquid Asset Corp. signed a purchase
agreement, the terms of which give Millenia the exclusive worldwide rights to
oxygenate intravenous solutions until September 1, 2005 with an option to
purchase these same rights for a further 5 year period. The purchase price for
these rights to September 1, 2005 is $500,000 in cash, 6 million Millenia Hope
common shares and 2 million non-registered common shares of Sword Comp-Soft
Corp. that are owned by Millenia.

On October 9, 2001 Millenia Hope and Cibecol Industrial Farmaceutica Ltda signed
a purchase agreement via which Millenia acquired 68% of the assets of Cibecol
for $500,000 in cash, 7 million shares of Millenia Hope common shares and 1
million common shares of Sword Comp-Soft., a former subsidiary of Millenia Hope,
that owned by Millenia.

Cibecol, incorporated and headquarted in Brazil, operates a 20,000 square foot
manufacturing facility and also owns 82 hectares of arable land, located, Porto
Alegre, Brazil. Millenia will use the Brazilian facility for the production of
Malarex.

Cibecol which has been in operations, for over 20 years, operates one of the
largest phyto-pharmaceutical plants in Southern Brazil. In addition to producing
voacamine, the active agent in Malarex, Cibecol will continue to produce its
voacamine, the active agent in Malarex, Cibecol will continue to produce its own
group of 61 natural medicines that are currently being marketed in Brazil. This
acquisition would be a key step forward toward Millenia's goal of becoming a
vertically integrated producer and distributor of Malarex.

As per the agreement between Millenia Hope Inc. and Cibecol Industrial
Farmaceutica Ltda, the assets purchased by Millenia Hope from Cibecol were to
have been transferred into a newly formed corporation, to be owned 68% by
Millenia Hope and 32% by Cibecol Industrial or any Cibecol designeee, by October
7, 2002. As this never occurred and due to extreme lapses of communication with
Cibecole Industrial, Millenia has decided to write down its investment in
Cibecol to $ 1 pending the legal registration of its assets in the name of a
newly formed corporation to be 68% owned by Millenia. Management has concluded
that, at this time, legal action would not be in its best interest and fully
expects to properly and legally formalize its deal with Cibecol during the
ensuing fiscal year. That being said, Millenia has decided that, given the
problem of distance, lack of proper communications and the general world and
specific South American unease, it was felt that the proper course of action
would be to write down the asset until it was legally registered.

Millenia has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuicals Ltd. Millenia Pharmaceuticals will handle all marketing,
distributing and sale of Malarex. 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. Our subsidiary has not yet commenced activity.

Employees

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

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

Is researching new projects and ideas and evaluating ongoing projects - chairs
the board meetings and is involved with the scientific planning - Devotes 1 day
a week to the Company - Resident of the city of Montreal.

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

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


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Mr. Dominique Morisot - CEO/President - Director.

Involved in the overall running of the company, future strategic planning and
specifically oversees the progress of opening up new areas for MALAREX and the
reception of their government accreditation. Devotes full time - resident of the
city of Montreal.

Mr. Leonard Stella - Chief Operating Officer - Director.

Oversees all accounting functions, bank accounts, financial statements, cash
flow projections, etc. and is involved with the overall scientific coordination
as well as long term strategic planning - full time devoted to the Company -
Montreal resident.

Mr. Ronald La Penna - VP Personnel - Director.

Involved with future staffing planning, smooth running of office functions -
Devotes 2 days a week to the Company - Montreal resident, president of Aqua
Boost - specialty water distributor.

Mr. Thomas Bourne - Secretary

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

Mr. Jeffrey Brooks - VP Operations

Joined the corporation on November 30, 2001 and will be responsible for all
phases of production and quality control of Malarex and other future products.

In addition to its seven officers, as part of its lease, the Company has access
to secretarial services. None of the Company's employees belong to a union and
the Company believes that its relations with its employees are good. The company
knows of no conflict 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
142, Montreal, Quebec at annual rental of US $79,325 inclusive of services,
pursuant to the terms of a five year lease commencing December 27, 1997. The
lease also provides for a five year renewal option at an annual rent of US
$83,291.

Item 3. Legal Proceedings

A Barbadian corporation is suing Millenia Hope 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. Certian service providers have
instituted proceeding to collect amounts due to them, all of which are reflected
on the books of the Company.

Item 4 Submission of Matters to a Vote of Security Holders

As of March 3, 2003, the Security Holders have authorized the creation of 50
million preferred shares. As well, the authorized number of common shares has
been raised to 120 million from 70 million. These two measures will give the
corporation more flexibility in attracting fresh capital.

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

(a)   Market Information

The Company's Common Stock is currently quoted for trading on the OTC Bulletin
Board under the symbol MLHP. The following table sets forth the range of
quarterly, high and low sale prices for the Company's Common Stock from the
inception of quotation during the fourth quarter of 1998 and for 1999 and 2000,
2001, 2002. The quotations represent inter-dealer quotations without adjustment
for retail markups, markdowns or commissions, and may not necessarily represent
actual transactions.


                                       10
<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

Of the 39,144,695 shares of common stock outstanding, 22,819,680 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 November 30, 2002, there were over 1000 holders of the Company's common
stock.

(c)   Dividends

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


                                       11
<PAGE>


(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 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 21, 2002 the Company issued 150,000 shares at a price of $0.125 per
share to individuals in settlement of marketing services pursuant to the
exemption contained in Regulation S.

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

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

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

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

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

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

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

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

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

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

Warrants and Options

On February 28, 2000, the company issued 4,644,156 warrants, currently
exercisable at $1.00 per share until May 31, 2004, to settle related party notes
pursuant to the exemption contained in

On May 29, 2000 the Company issued 5 million warrants as part of its exchange
for Sword shares. These warrants are exercisable at $2 until May 29, 2003.


                                       12
<PAGE>


Regulation S.

Description of Securities.

(a) Common or Preferred Stock

The Company is authorized, as of March 3, 2003 to issue 120,000,000 shares of
Common Stock, $0.0001 par value, of which 39,144,695 shares were issued and
outstanding as of the date hereof. Each outstanding share of Common Stock is
entitled to one (1) vote, either in person or by proxy, on all matters that may
be voted upon the owners thereof at meetings of the stockholders.

The holders of Common Stock (i) have equal ratable rights to dividends from
funds legally available therefore, when and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the Company; (iii) do
not have preemptive, subscription or conversion rights, or redemption or sinking
fund provisions applicable thereto; and (iv) are entitled to one non-cumulative
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 shares, $0.0001 par
value, of which were 0 issued and outstanding.

(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.


                                       13
<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 as an accepted control agent for the treatment and prevention
of malaria throughout the world. Not only do we believe that MALAREX is an
effective anti-malarial drug, it will also be made available at prices that are
adapted to the realities of the third world market. The availability and pricing
of MALAREX, we believe, will ensure its acceptability and use in the fight
against malaria. To this end the company is involved with ongoing clinical
trials of MALAREX. As of February 28, 2003, Millenia Hope had received 8 sales
authorizations from West African nations, Congo (Brazzavile) and Guinea
(Conakry), Togo, Benin, Burundi, Central African Republic, Benin, Gabon and
Chad. We are awaiting sales authorizations from several other West African
nations. Based on managements best estimates, Millenia hopes to sell up to 1
million treatments of Malarex or $7 million worth, by the end of fiscal 2003.

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

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

Secondly, Millenia is committed to ongoing research and development to expand
the efficacy of MALAREX and its derivatives in fighting infectious diseases. As
the company has not yet made any significant sales of its product, it is
difficult for management to evaluate the growth curve of Product sales. However,
given the market size and the need for viable and effective drugs, the Company
believes that it will not have a problem generating sales thereby creating
positive cash flow once further authorizations have been obtained.

On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 76.5% of SWORD's issued
capital, at a cost of five million (5,000,000) common shares, and five million
warrants (5,000,000), entitling the registered holder thereof to purchase at any
time from that date for a period of three (3) years, one share of common stock
at a price of two dollars ($2).

SWORD COMP-SOFT CORP. was an (ASP) Application Service Provider incorporated in
November 1998 specializing in the E-Healthcare sector.

Application services, a rapidly growing segment of the Internet economy, are
those that focus on a single topic or issue in a conversational manner.
Essentially, the subscribers use application programs to create, store and
transact medical data on the application server, for example, the interactive
on-line health service will record similar data to that usually given to a
primary health care worker, such as a doctor or a nurse,, and create an overall
profile of individual health needs. Each application will relate to a specific
disease, drug, or part of the human anatomy on a pay per use basis ( although
this fee may be sponsored).

On March 5, 2003, Millenia divested its entire holding in Sword Comp-Soft, this
being 30.7 million common shares. The aforementioned shares were tendered back
to Sword Comp-Soft. In exchange for said 30.7 million shares, Sword Comp-Soft
paid Millenia Hope $700,000 U.S., due within 12 months from the date of its
signing of the agreement and gave Millenia its Medico Center site, Medico
Research, any other related Medico ASP work and all the attended backup
documentation, computer line code etc., all as per the agreement signed on March
5, 2003.


                                       14
<PAGE>


The acquisition of Sword's medical ASP's and Medico Records accessible on the
Internet, where 45% of all inquiries are health related, is highly beneficial,
as Millenia's scientific advisory committee, comprised of M.D.s and P.H.D.s with
a wide range of expertise, will lend valuable assistance as we strive to bring
to the market medical ASPs. Further, their breadth of knowledge and varied
specializations should help to generate ideas and data to aid in the production
of other medical ASP's.

On October 9, 2001 Millenia Hope and Cibecol Industrial Farmaceutica Ltda.
Signed a purchase agreement via which Millenia will acquire 68% of the assets of
Cibecol for $500,000 in cash, 7 million shares of Millenia Hope common shares
and 1 million common shares of Sword Comp-Soft., a subsidiary of Millenia Hope,
that are owned by Millenia.

Cibecol, incorporated and headquartered in Brazil, operates a 20,000 square foot
manufacturing facility and also owns 82 hectares of arable land, located, Porto
Allegre, Brazil. Millenia will use the Brazilian facility for the production of
Malarex.

Cibecol, which has been in business for over 20 years, operates one of the
largest phyto-pharmaceutical plants in southern Brazil. In addition to producing
voacamine, the active agent in Malarex, Cibecol would continue to produce its
own group of 61 natural medicines that are currently being Marketed in Brazil.
This acquisition would be a key step forward toward Millenia's goal of becoming
a vertically integrated producer and distributor of Malarex.

Furthermore, Millenia, under the leadership of Dr. David Mulder, Millenia's Vice
Chairman, and Dr. Rene Morel, a member of our scientific committee, expect to
introduce a new concept which we call 02-IV, oxygenation of intravenous
solutions. Intravenous solution recipients will now be able to derive a positive
boost from the extra dose of oxygen delivered directly to their blood stream.

The North American intravenous solution market, per estimates of Frost &
Sullivan, is approximately $1.3 billion and the rest of the international market
is about an additional $1.5 billion.

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

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

Year ended November 30, 2002 Compared to Year Ended November 30, 2001.

Total revenue for 2002 was $362,599 and had associated direct costs of $165,799
compared to $378,625 in revenue for the same period in 2001 and associated costs
of $205,410. The drop in revenue is directly attributable to our having had an
$81,000 sale of Malarex(TM) in 2001 and no sale in 2002. Our consulting revenue
in Sword grew from 2001 to 2002.

Selling, general and administrative and amortization expenses were $137,635 for
the year 2001. This represented an increase of $60,978 to $198,613 for 2002.
This increase was attributable to the higher costs associated with office and
professional fees. In 2002 we took a bad debt provision against Sword and
Millenia accounts and notes receivable of $ 249,377. 2001 had no provision
taken.

We incurred other development costs of $585,056 during 2001 as compared to
$59,606 for the year 2002. This represents the purchase of commercializing
rights to oxygenate intravenous solutions in 2001 as opposed to patents and
development costs in 2002.

We had marketing expenses of $443,838 in year 2002 and $57,951 in 2001. We had
increased expenses due to our seeking greater exposure in the business and
investment communities.

In 2002, we wrote off our investment in Cibecol Farmaceutica pursuant to our
assets not being legally registered in Millenia's Corporate name. This caused a
$2,799,999 expense in 2002 that did not appear in 2001.

As a result of the foregoing we incurred a net loss of $3,591,729 for the year
2002, compared to a loss of $693,213 for the year 2001.


                                       15
<PAGE>


Liquidity and Capital Resources

Net cash used in financing operating and investing activities from December 01,
2001, through November 30, 2002, was $0. At November 30, 2002, we had an
accumulated deficit from operating activities of $2,407,099.

Effect of Recent Accounting Pronouncements

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

Item 7. Financial Statements.

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

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

NONE

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

(a) Directors and Executive Officers.

Name                         Age       Position
----                         ---       --------
George Tsoukas               66        Chairman of the Board of
                                       Directors - Director

David Mulder                 68        Vice-Chairman of the Board of
                                       Directors - Director

Dominique Morisot            52        President CEO - Director

Leonard Stella               41        Chief Operating Officer - Director

Ronald Lapenna               58        VP Personnel - Director

Thomas Bourne                58        Secretary

Jeffrey Brooks               57        Operations



                                       16
<PAGE>


Dr. George Tsoukas, chairman of the Board of Directors, has a bachelor of
science in Biochemistry from McGill University and received his Medical degree
from McGill in 1968. In 1975 he was granted a specialization in Internal
Medicine and Endocrinology from the same institution. For over 10 years, he has
been an Associate Physician at the McGill University Medical Center and is
currently conducting clinical research on bone diseases. Dr. Tsoukas was also
the chief examiner for the Quebec College of Endocrinologists from 1980 - 1986.
Dr. Tsoukas is an educator who, over the past decade, has produced medical
CD-ROMs and hosted a TV program explaining medical conditions. He has also
lectured to other doctors on behalf of major pharmaceutical companies. Dr.
Tsoukas replaced Dr. Alain Soucy as Chairman on April 19, 2000.

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

Mr. Dominique Morisot, President, CEO, Director. Mr. Morisot has extensive
contacts through Europe and Asia. Although born in France, he is a long term
resident of Geneva, and for 30 years has consulted to many companies overseeing
the marketing and development of new territories as well as selling of products
and projects in various lines of business. He brings to the Company an extensive
knowledge of the overseas marketplace, and is an important source of information
for potential products for the Company.

Mr. Leonard Stella, Chief Operating Officer, Director. Mr. Stella has a Bachelor
of Arts from McGill University, and received his Graduate Diploma in
Administration from Concordia University in 1986. In 1987 Mr. Stella founded and
operated a residential and commercial property developer, Dominion Certified
Development. In 1991, he founded Trans-Immobilia, a residential property company
that he continues to run. In 1998 he became one of the founding partners and
held the position of president and treasurer of the Company. He is now the Chief
Operating Officer of both Millenia and its Sword Comp-Soft Corp. , subsidiary.

Mr. Ronald Lapenna, VP Personnel, Director. Mr. Lapenna has extensive experience
in the field of human resources and administration having served in this
capacity for various levels of the Canadian Government, both federal and
municipal. At the municipal level from 1980-1990, Mr. Lapenna created and
managed the first integrated public security service for one of Montreal's top
municipalities. At the federal level, from 1991-1993, he worked under the
Minister of Transportation in creating specialized programs for airport
personnel. Since 1993 he has run his own consulting firm.

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

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

(b) Significant Employees

None

c) Family Relationships

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

(d) Involvement in Certain Legal Proceedings.

See previous section.

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


                                       17
<PAGE>


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, 2002, all of our officers, directors and
ten-percent shareholders complied with the Section 16(a) reporting requirements.

Item 10. Executive Compensation.

(a) General

None

(b) Summary Compensation Table of Directors

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Name and                                                        Long-term
Principal Position                      Year   Salary  Bonus   Compensation:     Options
----------------------------------------------------------------------------------------
<S>                                     <C>      <C>     <C>    <C>                <C>
George Tsoukas                          2002     0       0      100,000 options    (1)
Chairman and Director

David Mulder                            2002     0       0      100,000 options    (2)
Vice chairman and  Director

Dominique Morisot                       2002     0       0      150,000 options    (3)
President/CEO and DIrector

Leonard Stella                          2002     0       0      210,000 options    (3)
Chief Operating Officer and Director

Ronald Lapenna                          2002     0       0       50,000 options    (4)
VP_Personnel & Director
</TABLE>

(1)   Exercisable commencing January 29, 2003 at $1.50 per share until November
      30, 2003.

(2)   Exercisable commencing January 29, 2003 at $1.50 per share until November
      30, 2003.

(3)   Vest equally over 3 years commencing January 29, 2000. Exercisable at
      $1.50 per share until November 30, 2003.

(4)   Vested on January 29, 2003. Exercisable at $1.50 per share until November
      30, 2003.


                                       18
<PAGE>


(c) Options /SAR Grants Table

                           OPTION GRANTS IN LAST YEAR
                               (Individual Grants)

Name                 Number of     % of Options     Exercise Price
                     Options       Granted 2002     (per share)       Expiration

George Tsoukas       100,000       40%              $1.50             11/30/03

David Mulder         100,000       40%              $1.50             11/30/03

Ronald Lapenna        50,000       20%              $1.50             11/30/03

(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


                                       19
<PAGE>


Arrangements

The company has no employment contracts with any of its executive officers .
Currently, there are no provisions for cash compensation to be paid to any
executive officer or director of the company now, or upon the termination of
their services. As indicated above, certain officers received stock options as
compensation.

(h) Report on Repricings of Options/SARs

None.

Item 11 Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of November 30, 2002, certain information
concerning the ownership of the Company's Common Stock by: (i) each person who
is known by the Company to own beneficially 5% or more of the outstanding shares
of common stock; (ii) each of the Company's directors; and (iii) the name of
each executive officer, both in respect to the number of shares owned by each
person and the percentage of the outstanding shares represented thereby that
also sets forth such information for directors and executive officers as a group
(see item 6 (b) and (c)). Except as otherwise indicated, the stockholders listed
in the table have sole voting and investment powers with respect to the shares
indicated. Pursuant to the rules of the Securities and Exchange Commission,
shares of common stock which an individual or a group has a right to acquire
within 60 days of November 30, 2002 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.


                                       20
<PAGE>


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

Medico Pharma SA                        7,000,000               17.88
1632 Buttonwood Bay
Belize City Belize

Sword Comp-Soft (7)                     5,000,000               12.77
4055 St Catherine West
Suite 133
Westmount, Quebec

Liquid Asset Corp.                      3,000,000                7.66
4055 St. Catherine West, Suite 142
Montreal Quebec

Ronald Lapenna (2) (3)                    150,000                  *

Dominique Morisot (2) (4)                 150,000                  *

Leonard Stella (1)                        220,000                  *

George TsoukaS (4)                        200,000                  *

David Mulder (4)                          100,000                  *

All directors and Executive
Officers as a group (5 persons)(6)        820,000                 2.1

----------

*     Less than 1%

(1)   Includes 210,000 currently exercisable stock options

(2)   Uses Company Address

(3)   Includes 150,000 currently exercisable stock options.

(4)   Consists of currently exercisable stock options.

(5)   Includes 810,000 currently exercisable stock options.

(6)   Company is a subsidiary of Millenia Hope Inc.


                                       21
<PAGE>


Item 12. Certain Relationships and Related Transactions.

See Notes to Financial Statements

Item 13. Financial Statements and Exhibits.

(a)   List of Financial Statements filed herewith.

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

      Independent Auditors' Report

      Balance Sheet (11/30/02 and 11/30/01)

      Statement of Operations (Years ended 11/30/02 and 11/30/01), 11/30/00 and
        from inception to 11/30/02

      Statement of Shareholders' Equity (From inception to 11/30/02)

      Statement of Cash Flows (Years ended 11/30/02 and 11/30/01, 11/30/00 and
        from inception to 11/30/02)

Summary of Significant

      Accounting Policies (year ended 11/30/02)

      Notes to the Finance Statements (year ended 11/30/02)

(b) List of Exhibits.


                                       22
<PAGE>


                                   SIGNATURES

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

                            MILLENIA HOPE INC.


Date: April 15, 2003         /s/ George Tsoukas
                            ------------------------
                            George Tsoukas, Chairman and Director


Date: April 15, 2003         /s/ David Mulder
                            ----------------------------
                            David Mulder, Vice Chairman and Director

Date: April 15, 2003         /s/ Dominique Morisot
                            ---------------------------------
                            Dominique Morisot, President/CEO and Director

Date: April 15, 2003         /s/ Leonard Stella
                            ------------------------------
                            Leonard Stella, Chief Operating Officer and Director
                            (Principal Financial Officer)

Date: April 15, 2003         /s/ Ronald Lapenna
                            ---------------------------
                            Ronald Lapenna, VP Personnel and Director


                                       23
<PAGE>

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

                        Consolidated Financial Statements
                                November 30, 2002

<PAGE>

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

Consolidated Financial Statements
November 30, 2002

Contents

Auditors' Report - Current Year                                                1

Auditor's Report - Prior Years                                                 2

Balance Sheet                                                              3 - 4

Statement of Shareholders' Deficit                                         5 - 8

Statement of Operations                                                        9

Statement of Cash Flows                                                  10 - 11

Notes to Financial Statements                                            12 - 32

<PAGE>

Auditors' Report

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

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

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

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

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


/s/ Richter, Usher & Vineberg

Chartered Accountants
General Partnership

Montreal, Quebec
March 14, 2003


                                     - 1 -
<PAGE>

Auditors' Report

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

We have audited the accompanying consolidated balance sheet of Millenia Hope
Inc. (a company in the development stage) and its subsidiary as of November 30,
2000 and the related statements of operations, shareholders' equity (deficiency)
and cash flows for the period ended November 30, 1999 and 2000 and from December
24, 1997 (inception) through the year ended November 30, 2000 (the cumulative
amounts in the statements of operations, shareholders' equity (deficiency) and
cash flows for the period from December 24, 1997 (inception) through the year
ended November 30, 2000 are not presented separately herein except for the
statement of changes in shareholders' equity (deficiency)). 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 audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all respects, the consolidated financial position of Millenia Hope Inc. and
subsidiaries at November 30, 2000 and results of its operations and its cash
flows for the period ended November 30, 1999 and from December 24, 1997
(inception) through the year ended November 30, 2000, in conformity with
generally accepted accounting principles.

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


Mark Cohen, C.P.A. (signed)
A Sole Proprietor Firm

Hollywood, Florida
April 13, 2001


                                     - 2 -
<PAGE>

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

Consolidated Balance Sheet
As At November 30, 2002

                                                       2002              2001
================================================================================

Assets

Current

       Accounts receivable (note 4)                 $   51,797        $  110,677
       Prepaid expenses                                160,000            32,000
--------------------------------------------------------------------------------
                                                       211,797           142,677

Notes Receivable                                        97,608           158,495

Fixed Assets (note 5)                                   39,879            69,060

Other Assets (note 6)                                        1         2,800,000
--------------------------------------------------------------------------------

                                                    $  349,285        $3,170,232
================================================================================

See accompanying notes

Approved on Behalf of the Board:

________________________________ Director

________________________________ Director


                                     - 3 -
<PAGE>

<TABLE>
<CAPTION>
                                                                     2002             2001
=============================================================================================
<S>                                                              <C>              <C>
Liabilities

Current

       Bank indebtedness                                         $     4,288      $     1,427
       Accounts payable and accrued liabilities (note 7)             223,477           84,914
       Note payable                                                   98,731          228,815
---------------------------------------------------------------------------------------------
                                                                     326,496          315,156
---------------------------------------------------------------------------------------------
Non-Controlling Interest                                             107,081           66,452
---------------------------------------------------------------------------------------------
Contingent Liability and Commitments (note 9)

Shareholders' Deficiency

Common Stock, $.0001 par value; authorized
  70,000,000 shares                                                    3,914            3,506

Warrants                                                           1,393,247        1,393,247

Paid in Capital                                                    6,965,361        6,540,706

Share Subscriptions Receivable (note 12)                                  --         (293,750)

Cost of Treasury Shares                                                  100              100

Deficit Accumulated During the
  Development Stage                                               (8,446,914)      (4,855,185)
---------------------------------------------------------------------------------------------
                                                                     (84,292)       2,788,624
---------------------------------------------------------------------------------------------

                                                                 $   349,285      $ 3,170,232
=============================================================================================
</TABLE>

See accompanying notes


                                     - 4 -
<PAGE>

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

Consolidated Statement of Shareholders' Deficiency
For the Year Ended November 30, 2002

<TABLE>
<CAPTION>

                                                        Common Stock                    Warrants
                                                   -----------------------      ------------------------      Paid in
                                                     Shares         Amount          #           Amount        Capital
=======================================================================================================================
<S>                                                <C>             <C>          <C>           <C>            <C>
Balance - Beginning December 24, 1997                      --      $    --             --     $       --     $       --
Proceeds from December 1997
  private placement                                 4,000,000          400             --             --         19,800
Proceeds from February 1998
  private placement                                 6,100,000          610             --             --        426,390
Net loss for the 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 for the year ended
   November 30, 1999                                       --           --             --             --             --
-----------------------------------------------------------------------------------------------------------------------

Balance -  November 30, 1999                       11,211,220        1,121             --             --      1,960,294
January 17, 2000 - exercise of warrants               563,000           56             --             --         50,614
January 20, 2000 - cancellation of
  founder's common stock                           (1,000,000)        (100)            --             --             --
February 29, 2000 - warrants issued to
  settle debt                                              --           --      4,644,156      1,393,247             --
May 29, 2000 - issue of common stock
  for acquisition                                   5,000,000          500             --             --        128,978
May 31, 2000 - exercise of warrants                 4,398,944          440             --             --        395,652
July 10, 2000 - exercise of warrants                  353,351           35             --             --         31,766
August 11, 2000 - Richgold's common
  stock reimbursement                                      --           --             --             --      1,165,000
August 31, 2000 - collection of
  subsidiary share receivable                              --           --             --             --         63,709
Net loss for the year ended
   November 30, 2000                                       --           --             --             --             --
-----------------------------------------------------------------------------------------------------------------------

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

<CAPTION>
                                                                                         Accumulated
                                                     Shares              Treasury       Deficit during        Total
                                                  Subscriptions     ------------------    Development     Shareholders'
                                                   Receivable       Shares      Amount       Stage           Deficit
=======================================================================================================================
<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 for the 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 for the year ended
   November 30, 1999                                       --             --       --      (2,011,229)      (2,011,229)
-----------------------------------------------------------------------------------------------------------------------

Balance -  November 30, 1999                               --             --       --      (3,504,579)      (1,543,164)
January 17, 2000 - exercise of warrants                    --             --       --              --           50,670
January 20, 2000 - cancellation of
  founder's common stock                                   --      1,000,000      100              --               --
February 29, 2000 - warrants issued to
  settle debt                                              --             --       --              --        1,393,247
May 29, 2000 - issue of common stock
  for acquisition                                          --             --       --              --          129,478
May 31, 2000 - exercise of warrants                        --             --       --              --          396,092
July 10, 2000 - exercise of warrants                       --             --       --              --           31,801
August 11, 2000 - Richgold's common
  stock reimbursement                                      --             --       --              --        1,165,000
August 31, 2000 - collection of
  subsidiary share receivable                              --             --       --              --           63,709
Net loss for the year ended
   November 30, 2000                                       --             --       --        (657,393)        (657,393)
-----------------------------------------------------------------------------------------------------------------------

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


                                     - 5 -
<PAGE>

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

Consolidated Statement of Shareholders' Deficiency
For the Year Ended November 30, 2002

<TABLE>
<CAPTION>

                                                        Common Stock                    Warrants
                                                   -----------------------      ------------------------      Paid in
                                                     Shares         Amount          #           Amount        Capital
=======================================================================================================================
<S>                                                <C>             <C>          <C>           <C>            <C>
January 10, 2001 - issue of
   common stock                                        66,000      $     7             --     $       --     $   16,493
March 2001 - issue of common stock                    150,000           15             --             --         37,485
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
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
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
Net loss for the year ended
   November 30, 2001                                       --           --             --             --             --
-----------------------------------------------------------------------------------------------------------------------

Balance - November 30, 2001                        35,067,515      $ 3,506      4,644,156     $1,393,247     $6,540,706
December 2, 2001 - issue of common stock
   for settlement of a note                            25,000            3             --             --          3,122

<CAPTION>
                                                                                          Accumulated
                                                      Shares              Treasury       Deficit during        Total
                                                   Subscriptions     ------------------    Development     Shareholders'
                                                    Receivable       Shares      Amount       Stage           Deficit
========================================================================================================================
<S>                                                  <C>            <C>           <C>      <C>              <C>
January 10, 2001 - issue of
   common stock                                      $      --             --     $ --     $        --      $    16,500
March 2001 - issue of common stock                     (37,500)            --       --              --               --
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                 (187,500)            --       --              --               --
May 3, 2001 - issue of common stock
   for marketing services                                   --             --       --              --            5,000
May 24, 2001 - issue of common stock                   (12,500)            --       --              --               --
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                                               (56,250)            --       --              --               --
Net loss for the year ended
   November 30, 2001                                        --             --       --        (693,213)        (693,213)
------------------------------------------------------------------------------------------------------------------------

Balance - November 30, 2001                          $(293,750)     1,000,000     $100     $(4,855,185)     $ 2,788,624
December 2, 2001 - issue of common stock
   for settlement of a note                                 --             --       --              --            3,125
</TABLE>


                                     - 6 -
<PAGE>

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

Consolidated Statement of Shareholders' Deficiency
For the Year Ended November 30, 2002

<TABLE>
<CAPTION>

                                                        Common Stock                    Warrants
                                                   -----------------------      ------------------------      Paid in
                                                     Shares         Amount          #           Amount        Capital
=======================================================================================================================
<S>                                                <C>             <C>          <C>           <C>            <C>
January 10, 2002 - issue of common stock of
   which 100,000 shares were issued for
   marketing services and 150,000 shares were
   issued for settlement of a note                    250,000      $    25             --     $       --     $   31,225
January 17, 2002 - issue of common stock
   for marketing services                              68,750            7             --             --          8,587
January 24, 2002 - issue of common stock
   of which 125,000 shares were issued for
   settlement of expenses                             145,000           15             --             --         18,110
February 21, 2002 - issue of common
   stock of which 150,000 shares issued for
   marketing services and 100,000 shares
   were issued for settlement of a note               250,000           25             --             --         31,225
April 11, 2002 - issue of common
   stock for services                                 372,600           37             --             --         44,675
April 25, 2002 - issue of common stock
   for development costs                              270,000           27             --             --         32,373
May 3, 2002 - issue of common stock for
   settlement of expenses                              13,650            1             --             --          1,637
May 14, 2002 - issue of common stock for
   office expenses                                     32,000            3             --             --          4,477
June 5, 2002 - issue of common stock of
   which 200,000 shares were issued for
   marketing services and 42,780 shares
   were issued for settlement of a note               242,780           24             --             --         33,965
June 21, 2002 - issue of common stock
   for rental of office equipment                     100,000           10             --             --         13,990
August 16, 2002 - issue of common
   stock                                               25,000            3             --             --          2,497

<CAPTION>
                                                                                          Accumulated
                                                      Shares              Treasury       Deficit during        Total
                                                   Subscriptions     ------------------    Development     Shareholders'
                                                    Receivable       Shares      Amount       Stage           Deficit
========================================================================================================================
<S>                                                  <C>            <C>           <C>      <C>              <C>
January 10, 2002 - issue of common stock of
   which 100,000 shares were issued for
   marketing services and 150,000 shares were
   issued for settlement of a note                          --             --     $ --     $        --      $    31,250
January 17, 2002 - issue of common stock
   for marketing services                                   --             --       --              --            8,594
January 24, 2002 - issue of common stock
   of which 125,000 shares were issued for
   settlement of expenses                                   --             --       --              --           18,125
February 21, 2002 - issue of common
   stock of which 150,000 shares issued for
   marketing services and 100,000 shares
   were issued for settlement of a note                     --             --       --              --           31,250
April 11, 2002 - issue of common
   stock for services                                       --             --       --              --           44,712
April 25, 2002 - issue of common stock
   for development costs                                    --             --       --              --           32,400
May 3, 2002 - issue of common stock for
   settlement of expenses                                   --             --       --              --            1,638
May 14, 2002 - issue of common stock for
   office expenses                                          --             --       --              --            4,480
June 5, 2002 - issue of common stock of
   which 200,000 shares were issued for
   marketing services and 42,780 shares
   were issued for settlement of a note                     --             --       --              --           33,989
June 21, 2002 - issue of common stock
   for rental of office equipment                           --             --       --              --           14,000
August 16, 2002 - issue of common
   stock                                                    --             --       --              --            2,500
</TABLE>


                                     - 7 -
<PAGE>

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

Consolidated Statement of Shareholders' Deficiency
For the Year Ended November 30, 2002

<TABLE>
<CAPTION>

                                                        Common Stock                    Warrants
                                                   -----------------------      ------------------------      Paid in
                                                     Shares         Amount          #           Amount        Capital
=======================================================================================================================
<S>                                                <C>             <C>          <C>           <C>            <C>
October 14, 2002 - issue of common stock of
   which 105,000 shares were issued for
   office expenses and 100,000 shares were
   issued for a 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 subscriptions receivable in
   exchange for marketing services                         --           --             --             --             --

Rellocated to note payable
   (see note 12)                                           --           --             --             --             --

Net loss for the year ended
   November 30, 2002                                       --           --             --             --             --
-----------------------------------------------------------------------------------------------------------------------

Balance - November 30, 2002                        39,144,695      $ 3,914      4,644,156     $1,393,247     $6,965,361
=======================================================================================================================

<CAPTION>
                                                                                         Accumulated
                                                     Shares              Treasury       Deficit during        Total
                                                  Subscriptions     ------------------    Development     Shareholders'
                                                   Receivable       Shares      Amount       Stage           Deficit
=======================================================================================================================
<S>                                                 <C>            <C>           <C>      <C>              <C>
October 14, 2002 - issue of common stock of
   which 105,000 shares were issued for
   office expenses and 100,000 shares were
   issued for a 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 subscriptions receivable in
   exchange for marketing services                    256,250             --       --              --          256,250

Rellocated to note payable
   (see note 12)                                       37,500             --       --              --           37,500

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

Balance - November 30, 2002                                --      1,000,000     $100     $(8,446,914)     $   (84,292)
=======================================================================================================================
</TABLE>


                                     - 8 -
<PAGE>

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

Consolidated Statement of Operations
For the Year Ended November 30, 2002

<TABLE>
<CAPTION>
                                                                                                             From Inception
                                                                                                           (December 24, 1997)
                                                                                                                   to
                                                                                                              November 30,
                                                            2002              2001              2000              2002
==============================================================================================================================
<S>                                                     <C>               <C>               <C>               <C>
Revenues                                                $    362,599      $    378,625      $    302,494      $  1,071,218

Cost of Sales                                                165,799           205,410           208,002           579,211
------------------------------------------------------------------------------------------------------------------------------
                                                             196,800           173,215            94,492           492,007
------------------------------------------------------------------------------------------------------------------------------

Operating Expenses

       Marketing                                             443,383            57,951            59,453         2,075,002
       Patent rights                                              --                --                --         1,005,827
       Other development costs                                59,606           585,056            58,000           921,177
       Rent                                                   62,445            81,890            70,270           352,255
       Travel                                                     --                --           112,859           234,859
       Selling, general and administrative                   172,094           105,154           424,551         1,084,038
       Amortization                                           26,519            32,481            20,630           109,395
       Bad debts                                             179,377                --                --           179,377
------------------------------------------------------------------------------------------------------------------------------
                                                             943,424           862,532           745,763         5,961,930
------------------------------------------------------------------------------------------------------------------------------

Operating Loss                                              (746,624)         (689,317)         (651,271)       (5,469,923)
------------------------------------------------------------------------------------------------------------------------------

Loss on disposition of shares of subsidiary company           (9,547)               --                --            (9,547)
Interest income                                                   --            10,180             2,251            12,431
Interest expense                                             (12,489)          (14,580)          (30,275)         (179,212)
Write-down of leasehold improvements                          (2,663)               --                --            (2,663)
Write-down of notes receivable, related parties              (70,000)               --                --           (70,000)
Write-down of other assets                                (2,799,999)               --                --        (2,799,999)
------------------------------------------------------------------------------------------------------------------------------
                                                          (2,894,698)           (4,400)          (28,024)       (3,048,990)
------------------------------------------------------------------------------------------------------------------------------
Loss Before Non-Controlling Interest                      (3,641,322)         (693,717)         (679,295)       (8,518,913)

Non-controlling interest                                     (49,593)             (504)          (21,902)          (71,999)
------------------------------------------------------------------------------------------------------------------------------

Net Loss                                                $ (3,591,729)     $   (693,213)     $   (657,393)     $ (8,446,914)
==============================================================================================================================

Basic Weighted Average Number of Common
  Shares Outstanding                                      26,539,039        24,886,098        15,718,088        19,420,569
==============================================================================================================================

Basic Loss Per Common Share                             $    (0.1353)     $    (0.0278)     $    (0.0418)     $    (0.4349)
==============================================================================================================================
</TABLE>

See accompanying notes


                                     - 9 -
<PAGE>

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

Consolidated Statement of Cash Flows
For the Year Ended November 30, 2002

<TABLE>
<CAPTION>
                                                                                                                   From Inception
                                                                                                                 (December 24, 1997)
                                                                                                                         to
                                                                                                                    November 30,
                                                                        2002           2001            2000             2002
====================================================================================================================================
<S>                                                                 <C>             <C>            <C>              <C>
Funds Provided (Used) -

     Operating Activities

         Net loss                                                   $(3,591,729)    $(693,213)     $  (657,393)     $(8,446,914)
               Amortization                                              26,519        32,481           20,630          109,395
               Non-controlling interest                                 (49,593)         (504)         (21,902)         (71,999)
               Loss on disposition of shares of subsidiary company        9,547            --               --            9,547
               Sale of investment in subsidiary for services             10,800            --               --           10,800
               Issue of capital stock for services                      199,738        30,000               --        1,743,953
               Issue of subsidiary capital stock for services            69,875            --               --           69,875
               Issue of note for other development costs
                 (subsequently converted to warrants)                        --       624,395               --          817,226
               Settlement of subscriptions receivable in
                 exchange for marketing services                        256,250            --               --          256,250
               Accrued interest income                                       --       (10,180)          (2,251)         (12,431)
               Accrued interest expense                                  12,489        14,580            2,505           29,574
               Interest expense settled with issuance of note
                 (subsequently converted to warrants)                        --            --           27,770           27,770
               Write-down of leasehold improvements                       2,663            --               --            2,663
               Write-down of notes receivable, related parties           70,000            --               --           70,000
               Write-down of other assets                             2,799,999            --               --        2,799,999
------------------------------------------------------------------------------------------------------------------------------------
                                                                       (183,442)       (2,441)        (630,641)      (2,584,292)

         (Increase) decrease in accounts receivables and prepaids        90,880       (42,158)        (108,400)         (59,678)
         Increase (decrease) in accounts payable and
          accrued liabilities                                           138,563        14,467          (92,807)         236,871
------------------------------------------------------------------------------------------------------------------------------------
                                                                         46,001       (30,132)        (831,848)      (2,407,099)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     - 10 -
<PAGE>

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

Consolidated Statement of Cash Flows
For the Year Ended November 30, 2002

<TABLE>
<CAPTION>
                                                                                                               From Inception
                                                                                                             (December 24, 1997)
                                                                                                                     to
                                                                                                                November 30,
                                                                  2002            2001             2000             2002
================================================================================================================================
<S>                                                             <C>           <C>              <C>              <C>
     Financing Activities

         Bank indebtedness                                      $  2,861      $     1,427      $        --      $     4,288
         Notes payable                                           (53,709)              --          198,101        1,368,245
         Issue of capital stock                                   13,960           16,500          478,376          956,036
         Contribution to paid in capital                              --               --        1,165,000        1,165,000
--------------------------------------------------------------------------------------------------------------------------------
                                                                 (36,888)          17,927        1,841,477        3,493,569
--------------------------------------------------------------------------------------------------------------------------------

     Investing Activities

         Additions to fixed assets                                    --      $    (1,935)     $   (50,780)     $  (128,715)
         Deposits on future acquisitions                              --               --       (1,000,000)      (1,000,000)
         Issue of capital stock for subsidiary cash balance           --               --           40,628           40,628
         Repayment of subsidiary related party note
           receivable                                                 --               --           34,233           34,233
         Collection of subsidiary share subscription
           receivable                                                 --               --           83,331           83,331
         Note receivable                                          (9,113)              --         (106,834)        (115,947)
--------------------------------------------------------------------------------------------------------------------------------
                                                                  (9,113)          (1,935)        (999,422)      (1,086,470)
--------------------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                           --          (14,140)          10,207               --

Cash and Cash Equivalents
     Beginning of Period                                              --           14,140            3,933               --
--------------------------------------------------------------------------------------------------------------------------------

     End of Period                                              $     --      $        --      $    14,140      $        --
================================================================================================================================
</TABLE>


                                     - 11 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

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 Malarex, 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 eight African countries. In
      addition, the Company acquired the patent rights for oxygenation of
      intravenous solutions to September 2005. Although there can be no
      assurance that the patents will ever be issued, management feels the
      likelihood of issuance is probable (high) due to the positive test results
      attained in clinical studies.

      One of the Company's objectives is to be an Application Service Provider
      in the E-Health sector providing on-line interactive health services
      through the internet. This segment of the business is in the development
      stage and is engaged in developing and marketing an interactive knowledge
      based application system combined with intelligent agents in order to
      sort, create and transact medical data. The Company has completed the
      technical work and testing of its interactive site. The Company is not
      actively pursuing the completion of this product at the current time.

      Although the Company has began development, there can be no assurance that
      it will be able to market, sell, or license its technologies to third
      parties to generate sufficient recurring revenues to pay its operating
      costs and complete the development of its technologies.

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

      The consolidated financial statements include the accounts of Millenia
      Hope Inc. and its subsidiaries, Sword Comp-Soft, Corp. and Millenia Hope
      Pharmaceuticals Ltd. On consolidation, all intercompany transactions and
      balances have been eliminated.

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

2.    Summary of Significant Accounting Policies

      Use of Estimates

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


                                     - 12 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

2.    Summary of Significant Accounting Policies (Cont'd)

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

      Fair Value of Financial Instruments

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

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

      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 impairment to be recognized is measured by the amount by which the
      carrying amount of the assets exceeds the fair value of the assets.

      Cash and Cash Equivalents

      The Company considers all highly liquid investments with original
      maturities of ninety days or less and bank indebtedness to be cash and
      cash equivalents. Highly liquid investments are valued at quoted market
      prices.

      Amortization

      On the straight-line method -

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

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


                                     - 13 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

2.    Summary of Significant Accounting Policies (Cont'd)

      Revenue Recognition

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

      Stock-Based Compensation

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

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

<TABLE>
<CAPTION>
                                                                                                       Inception
                                                                                                   December 24, 1997
                                                  Year Ended        Year Ended       Year Ended           to
                                                Nov. 30, 2002     Nov. 30, 2001    Nov. 30, 2000     Nov. 30, 2002
      --------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>              <C>              <C>
      Net loss - as reported                     $(3,591,729)       $(693,213)       $(629,369)       $(8,446,914)
          Stock option expense as reported                --               --           10,000             10,000
          Pro forma stock option expense             (38,808)        (215,392)        (240,308)          (694,175)
      --------------------------------------------------------------------------------------------------------------

      Net loss - Pro forma                       $ 3,630,537        $(908,605)       $(859,677)       $(9,131,089)
      ==============================================================================================================
      Basic loss per common share
        - as reported                            $   (0.1353)       $ (0.0278)       $ (0.0418)       $   (0.4349)
      ==============================================================================================================
      Basic loss per common share
        - pro forma                              $   (0.1368)       $ (0.0365)       $ (0.0547)       $   (0.4702)
      ==============================================================================================================
</TABLE>


                                     - 14 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

2.    Summary of Significant Accounting Policies (Cont'd)

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

      Weighted-average assumptions             2002       2001       2000
      --------------------------------------------------------------------

      Expected dividend yield                  0.00%      0.00%      0.13%
      Expected volatility                    128.00%    109.00%    100.00%
      Risk-free interest rate                  3.03%      4.77%      6.32%
      Expected option life in months             20         32         23

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

                                                        2002      2001      2000
      --------------------------------------------------------------------------

      Stock options issued with:
        1. Exercise price less than market price          --        --      0.68
        2. Exercise price exceeds market price          0.03      0.28      0.57

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

      Foreign Currency Translation

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

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

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

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

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


                                     - 15 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

2.    Summary of Significant Accounting Policies (Cont'd)

      Loss Per Share

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

      Recent Accounting Pronouncements

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

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

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


                                     - 16 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

2.    Summary of Significant Accounting Policies (Cont'd)

      In June 2002, the FASB issued Statement no. 146, "Accounting for Costs
      Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146
      replaces EITF Issued No. 94-3, "Liability Recognition for Certain Employee
      Termination Benefits and Other Costs to Exit an Activity (including
      Certain Costs Incurred in a Restructuring)". SFAS 146 requires companies
      to recognize costs associated with exit or disposal activities when they
      are incurred rather than at the date of a commitment to an exit or
      disposal plan. SFAS 146 is to be applied prospectively to exit or disposal
      activities initiated after December 31, 2002. We believe that adoption of
      SFAS 146 will not have a material effect on the consolidated financial
      statements.

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

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

3.    Going Concern

      The accompanying financial statements have been prepared assuming the
      Company will continue as a going concern. The Company also reported net
      losses of $3,591,729, $693,213 and $657,393 for the years ended November
      30, 2002, 2001 and 2000 respectively as well as reporting net losses of
      $8,446,914 from inception (December 24, 1997) to November 30, 2002. As
      reported on the statement of cash flows, the Company has positive cash
      flow from operating activities of $46,001 for the year ended November 30,
      2002 and incurred negative cash flows from operating activities of $30,132
      and $831,848 for the years ended November 30, 2001 and 2000 respectively
      and has reported deficient cash flows from operating activities of
      $2,407,099 from inception (December 24, 1997). Additional capital and/or
      borrowings will be necessary in order for the Company to continue in
      existence until attaining and sustaining profitable operations. Management
      has continued to develop a strategic plan to develop a management team,
      maintain reporting compliance and establish long-term relationships with
      other major organizations to develop and distribute Malarex and the
      oxygenated intravenous solutions. Management anticipates generating
      revenue through the sales of Malarex during the next fiscal year. It is
      too early in the testing stage to anticipate a selling date for the
      oxygenated intravenous solution product. The major shareholders of the
      Company have indicated commitment to fund the operations of the
      organization during the next fiscal year until the organization can
      generate sufficient cash flow from operations to meet current operating
      expenses and overhead.


                                     - 17 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

4.    Accounts Receivable

      The accounts receivable at November 30, 2002 of approximately $52,000
      (2001 - $29,700) is receivable in Canadian currency (Cdn$81,000; 2001 -
      $46,000).

5.    Fixed Assets

                                                                     2002
                                                    Accumulated  Net Carrying
                                          Cost     Amortization     Amount
      -----------------------------------------------------------------------
      Furniture and fixtures            $ 15,900      $10,690       $ 5,210
      Equipment                           72,220       37,551        34,669
      Leasehold improvements                  --           --            --
      -----------------------------------------------------------------------

                                        $ 88,120      $48,241       $39,879
      =======================================================================

                                                                     2001
                                                    Accumulated  Net Carrying
                                          Cost     Amortization     Amount
      -----------------------------------------------------------------------
      Furniture and fixtures            $ 15,900      $ 9,387       $ 6,513
      Equipment                           72,220       24,356        47,864
      Leasehold improvements              63,816       49,133        14,683
      -----------------------------------------------------------------------

                                        $151,936      $82,876       $69,060
      =======================================================================

6.    Other Assets

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

7.    Accounts Payable and Accrued Liabilities

      Included in accounts payable is approximately $166,000 (2001 - $70,000)
      payable in Canadian currency (Cdn$260,000; 2001 - $108,000).


                                     - 18 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

8.    Acquisition of Sword Comp-Soft, Corp.

      On May 29, 2000, the Company issued 5,000,000 shares of common stock and
      5,000,000 warrants in exchange for 35,700,000 shares, representing a
      76.45% interest, of Sword Comp-Soft, Corp., a Delaware corporation which
      provides on-line interactive health services through the internet. The
      warrants are exercisable at $2.00 and expire on May 29, 2003. The
      transaction was recorded using the purchase method. The results of
      operations of Sword Comp-Soft, Corp were consolidated with those of the
      Company from the date of acquisition.

      The following assets, at fair value, were acquired through this
      transaction:

      --------------------------------------------------------------------
      Note receivable - 3rd party                                  $33,600
      Note receivable - related party                               34,233
      Fixed assets                                                  23,221

      The following liabilities were assumed through this transaction:

      --------------------------------------------------------------------
      Accounts payable and accrued liabilities                     $ 4,500

      In 2001, the Company divested itself of 3,000,000 shares of Sword
      Comp-Soft, Corp. as partial payment for acquisitions. In 2002, the Company
      divested itself of 2,000,000 shares in exchange for marketing services
      provided by a third party totalling $10,800. As at November 30, 2002, the
      Company owned 65% of Sword Comp-Soft Corp. (2001 - 70%).

9.    Contingent Liability and Commitments

      Contingent Liability

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

      In addition, a third party has instituted an action against Sword
      Comp-Soft, Corp. a subsidiary company to cause it to register in the name
      of a third party 2,579,000 shares of its common stock from the name of the
      current shareholders as part of an alleged agreement.

      Commitments

      The aggregate minimal rental to be paid for the lease of office space in
      effect as at November 30, 2002 and terminating in December 27, 2002 is
      approximately $6,900.


                                     - 19 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

9.    Contingent Liability and Commitments (Cont'd)

      On June 1, 2000, the Company entered into a three year agreement to lease
      an automobile from a company controlled by a minority shareholder for an
      annual rent of $12,480.

10.   Related Party Transactions

      The notes receivable, which are unsecured, are due from Liquid Asset
      Corp., a minority shreholder of the Company, and Aquaboost Corp.,
      companies with a common chief operating officer and director with the
      Company. The notes bear interest at 7% per annum and have no specified
      terms of repayment. During the year, the notes were written-down to their
      estimated net realizable value, as a result, income was not accrued during
      the year (interest income accrued in 2001 - $10,180).

      The note payable, which is unsecured, is held by a minority shareholder.
      The note has a term of one year and bears interest at 7% per annum.
      Interest expense incurred during the year amounted to $12,489 (2001 -
      $14,580; 2000 - $2,505).

      On January 9, 1998, the Company entered into an agreement with L'Espoir Du
      Millenaire Inc. (L'Espoir) granting L'Espoir the marketing and distributor
      rights for Malarex. The agreement was for five years and required L'Espoir
      to make annual payments of $30,000 to Millenia Hope Inc. for the rights.
      L'Espoir is controlled by a minority shareholder of the Company. The Board
      of Directors have decided not to renew this agreement in January 2003.

      Included in accounts payable is approximately $18,000 (November 30, 2001 -
      $4,150) due to a director of the Company.

      During the year, the Company paid consulting fees to a company controlled
      by the chief executive of a subsidiary company of approximately $118,000.

      In 2001, the Company purchased the exclusive rights to the oxygenation of
      intravenous solutions from a company which is a minority shareholder of
      the Company and has a common chief operating officer and director with
      that of the Company in exchange for a $500,000 deposit, 6,000,000 shares
      in the Company and 2,000,000 shares held by the Company in its subsidiary
      Company.

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

11.   Income Taxes

      The Company did not provide any current or future United States federal,
      state or foreign income tax provision or benefit for the periods presented
      because it has experienced operating losses since inception. The Company
      has provided a full valuation allowance on the deferred tax asset,
      consisting primarily of net operating loss carryforwards, because of
      uncertainty regarding its realizability.


                                     - 20 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

11.   Income Taxes (Cont'd)

      As at November 30, 2002, there were approximately $5,684,000 of tax losses
      that may be applied against earnings of future years, no later than as
      follows:

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

12.   Shareholders' Equity

      Subscriptions Receivable

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

      Common Stock

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

      In February 1998, the Company, in accordance with it private placement
      offering exempt from registration requirements under section 4(2) of the
      Securities Act of 1933, as amended, and Rule 504 of Regulation D issued
      6,100,000 units (each unit consisting of one (1) share of common stock and
      one (1) warrant) at a price of $0.07 per unit. Each warrant entitles the
      registered holder thereof to purchase at any time from the date of the
      offering until the close of business February 11, 2001, one share of
      common stock at a price of $0.09.

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

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


                                     - 21 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

12.   Shareholders' Equity (Cont'd)

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

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

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

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

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

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

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

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

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

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

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


                                     - 22 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

12.   Shareholders' Equity (Cont'd)

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

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

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

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

      On December 2, 2001, the Company issued 25,000 common shares in settlement
      of a note of $3,125. The Company's share value at that date was trading on
      the OTC Bulletin Board at $0.26 per share.

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

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

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

      On February 21, 2002, the Company issued 250,000 common shares, 150,000
      shares in settlement of marketing costs of $18,750 and 100,000 shares for
      settlement of a note of $12,500. The Company's share value at that date
      was trading on the OTC Bulletin Board at $0.23 per share.

      On April 11, 2002, the Company issued 372,600 common shares in settlement
      of marketing and other costs of $44,712. The Company's share value at that
      date was trading on the OTC Bulletin Board at $0.17 per share.

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


                                     - 23 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

12.   Shareholders' Equity (Cont'd)

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

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

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

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

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

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

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

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

      Warrants and Options

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


                                     - 24 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

12.   Shareholders' Equity (Cont'd)

      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. The warrants are exercisable at $2.00 and expire on May 29, 2003.

      On January 29, 1999, the Company granted a total of 360,000 options to the
      President, and the Chief Executive Officer. The options vest in increments
      of 33% per year beginning one year from the date options were granted. The
      options are exercisable at $1.50 per share and expire on December 31,
      2003. The total dollar value of the options at the date of grant
      calculated using the Black-Scholes model was $406,800.

      On January 29, 1999, the Company granted 100,000 options to certain
      directors. The options vest after one year are exercisable at $1.50 per
      share and expire on December 31, 2003. The fair value of the options at
      the date of grant calculated using the Black-Scholes method was $98,000.

      On August 30, 1999, the Company granted 100,000 options to the Chairman of
      the Board. The options vest after one year, are exercisable at $0.30 per
      share and expire on December 31, 2003. The fair value of the options at
      the date of grant calculated using the Black-Scholes method was $20,000.

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

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

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

      On January 29, 2002, the Company granted 250,000 options to certain
      directors. The options vest after one year, are exercisable at $1.50 per
      share and expire November 30, 2003. The fair value of the options at the
      date of the grant calculated using the Back-Scholes method was $7,500.


                                     - 25 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

12.   Shareholders' Equity (Cont'd)

      The following are the disclosure requirements of SFAS 123:

<TABLE>
<CAPTION>
                                                                       Year Ended          Year Ended         Year Ended
                                                                      Nov. 30, 2002       Nov. 30, 2001      Nov. 30, 2000
                                                                      -------------       -------------      -------------
<S>                                                                     <C>                  <C>                <C>
      Paragraph 47 (a)
      1.  Beginning of year - outstanding
              i.  number of options                                       910,000            710,000            560,000
              ii. weighted average exercise price                            1.47               1.46               1.29
      2. End of year - outstanding
              i.  number of options                                     1,160,000            910,000            710,000
              ii. weighted average exercise price                            1.48               1.47               1.46
      3. End of year - exercisable
              i.  number of options                                       910,000            590,000            320,000
              ii. weighted average exercise price                            1.47               1.45               1.13
      4. During the year - granted
              i.  number of options                                       250,000            200,000            150,000
              ii. weighted average exercise price                            1.50               1.50               1.50
      5. During the year - exercised
              i.  number of options                                            --                 --                 --
              ii. weighted average exercise price                              --                 --                 --
      6. During the year - forfeited
              i.  number of options                                            --                 --                 --
              ii. weighted average exercise price                              --                 --                 --
      7. During the year - expired
              i.  number of options                                            --                 --                 --
              ii. weighted average exercise price                              --                 --                 --

      Paragraph 47 (c) - Equity instruments other than options               none               none               none
</TABLE>


                                     - 26 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

12.   Shareholders' Equity (Cont'd)

<TABLE>
<CAPTION>
                                                                          Year Ended          Year Ended           Year Ended
                                                                         Nov. 30, 2002       Nov. 30, 2001        Nov. 30, 2000
                                                                         -------------       -------------        -------------
<S>                                                                      <C>                 <C>                  <C>
      Paragraph 47 (f) - The terms of significant
      modifications of outstanding awards                                         none                none                 none

      Paragraph 48 Options outstanding at the date of the
      latest statement of financial position presented:
      1. (a) Range of exercise prices                                    $0.30 - $1.50       $0.30 - $1.50        $0.30 - $1.50
         (b) Weighted-average exercise price                                      1.48                1.46                 1.46
      2. Weighted-average remaining contractual life (in months)                 12.70               23.60                19.20
</TABLE>

13.   Non-Cash Financing and Investing Activities

      On February 28, 2000, the Company issued 4,644,156 warrants in partial
      settlement of the following related party notes payable and long-term debt
      as follows:

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

                                                                $1,393,249
      ====================================================================

      On May 29, 2000, the Company issued 5,000,000 shares of common stock and
      5,000,000 warrants in exchange for 35,700,000 shares of Sword Comp-Soft,
      Corp (note 8).


                                     - 27 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

13.   Non-Cash Financing and Investing Activities (Cont'd)

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

                  Date                       Stock Issued          Value
             -------------------------------------------------------------

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

      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 1,000,000 shares of the
      subsidiary company, Sword Comp-Soft Corp.

      In 2001, the Company issued 1,325,000 common shares in exchange for
      subscriptions receivable totalling $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 totalling $160,000.


                                     - 28 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

13.   Non-Cash Financing and Investing Activities (Cont'd)

      In 2002, the Company reallocated $37,500 of the subscriptions 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-Soft
      Corp in exchange for marketing services totalling $10,800.

14.   Segmented Disclosure

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

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

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


                                     - 29 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

14.   Segmented Disclosure (Cont'd)

      The following information is provided with respect to the Company's
operating segments:

<TABLE>
<CAPTION>
                                                                   2002                                      2001

                                                 ---------------------------------------    ---------------------------------------
                                                   Malarex     Application      Total         Malarex     Application      Total
                                                                 Service                                    Service
                                                                 Provider                                   Provider
                                                                 E-Health                                   E-Health
====================================================================================================================================
<S>                                              <C>            <C>          <C>            <C>            <C>          <C>
Sales

   Canada                                        $    30,000    $ 332,599    $   362,599    $    30,000    $ 267,625    $   297,625
   U.S.A                                                  --           --             --         81,000           --         81,000

Cost of sales                                             --      165,799        165,799             --      205,410        205,410

Marketing expense                                    391,266       52,117        443,383         57,951           --         57,951

Development costs                                     59,606           --         59,606        585,056           --        585,056

Interest revenue                                          --           --             --             --      (10,180)        10,180

Interest expense                                          --       12,489         12,489             --       14,580         14,580

Amortization of segment fixed assets                  13,323       13,196         26,519         13,648       18,833         32,481

Write-down of leasehold improvements                   2,663           --          2,663             --           --             --

Write-down of notes receivable, related parties           --       70,000         70,000             --           --             --

Write-down of other assets                         2,799,999           --      2,799,999             --           --             --

Bad debt                                              81,000       98,377        179,377             --           --             --
====================================================================================================================================

Reconciliation of Segment Loss:

Segment income (loss)                             (3,317,857)     (79,379)    (3,397,236)      (545,655)      38,982       (506,673)
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                2000
                                                              (note 16)
                                                 -------------------------------------
                                                  Malarex    Application      Total
                                                               Service
                                                               Provider
                                                               E-Health
======================================================================================
<S>                                              <C>          <C>          <C>
Sales

   Canada                                        $  30,000    $ 272,494    $   302,494
   U.S.A                                                --           --             --

Cost of sales                                           --      208,002        208,002

Marketing expense                                   59,453           --         59,453

Development costs                                   58,000           --         58,000

Interest revenue                                        --       (2,251)        (2,251)

Interest expense                                    27,770        2,505         30,275

Amortization of segment fixed assets                14,053        6,577         20,630

Write-down of leasehold improvements                    --           --             --

Write-down of notes receivable, related parties         --           --             --

Write-down of other assets                              --           --             --

Bad debt                                                --           --             --
======================================================================================

Reconciliation of Segment Loss:

Segment income (loss)                             (129,276)      57,661        (71,615)
--------------------------------------------------------------------------------------
</TABLE>


                                     - 30 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

14.   Segmented Disclosure (Cont'd)

<TABLE>
<CAPTION>
                                                                    2002                                     2001

                                                  ---------------------------------------   ---------------------------------------
                                                    Malarex     Application      Total        Malarex     Application      Total
                                                                  Service                                   Service
                                                                  Provider                                  Provider
                                                                  E-Health                                  E-Health
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>          <C>           <C>            <C>          <C>
Unallocated amounts -
    General and administrative expense                    N/A          N/A        172,094           N/A          N/A        105,154
    Rent                                                  N/A          N/A         62,445           NIL          N/A         81,890
    Travel                                                N/A          N/A             --           N/A          N/A             --
    Loss on sale of shares of subsidiary company          N/A          N/A          9,547           N/A          N/A             --
------------------------------------------------------------------------------------------------------------------------------------

Loss Before Non-Controlling Interest                      N/A          N/A    $(3,641,322)          N/A          N/A    $  (693,717)
------------------------------------------------------------------------------------------------------------------------------------

Assets

    Additions to segment other assets                      --           --             --            --        1,935          1,935
    Additions to segment fixed assets                      --           --             --     2,800,000           --      2,800,000
    Segment assets                                     35,734      313,551        349,285     2,802,455      367,777      3,170,232
====================================================================================================================================

<CAPTION>
                                                                 2000
                                                               (note 16)
                                                  -------------------------------------
                                                   Malarex    Application      Total
                                                                Service
                                                                Provider
                                                                E-Health
---------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>
Unallocated amounts -
    General and administrative expense                  N/A          N/A        424,551
    Rent                                                N/A          N/A         70,270
    Travel                                              N/A          N/A        112,859
    Loss on sale of shares of subsidiary company        N/A          N/A             --
---------------------------------------------------------------------------------------

Loss Before Non-Controlling Interest                    N/A          N/A    $  (679,295)
---------------------------------------------------------------------------------------

Assets

    Additions to segment other assets                (8,302)     (59,002)       (50,700)
    Additions to segment fixed assets                    --           --             --
    Segment assets                                  958,223      404,357      1,362,580
=======================================================================================
</TABLE>

Other assets and fixed assets are all located in Brazil and Canada,
respectively.


                                     - 31 -
<PAGE>

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

Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2002

15.   Subsequent Events

      On March 3, 2003, the Board of Directors approved the increase in the
      authorized number of common shares from 70 million to 120 million and
      approved the creation of 50 million shares of preferred stock. The
      specific rights and restrictions of the preferred shares have not yet been
      determined.

      On March 5, 2003, the Company signed an agreement with its subsidiary
      company to divest itself of all of its common shares held in the
      subsidiary company, this being 30.7 million common shares. The carrying
      value of net assets of the subsidiary company as at November 30, 2002 is
      approximately $220,000. In exchange for such shares, the subsidiary
      company will pay the Company $700,000 which is due no later than March 5,
      2004. In addition, the subsidiary will transfer all rights and ownership
      of the Application Service Provider in the E-Health Sector business to the
      Company.

16.   Comparative Figures

      The financial statements for 2000, which are presented for comparative
      purposes only, were examined and reported upon by another accountant.


                                     - 32 -