MILLENIA HOPE INC.

                               Filing Type: 10KSB
                           Description: Annual Report
                           Filing Date: March 15,2002
                          Period End: November 30, 2001

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


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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)

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

For the fiscal year ended     November 30, 2001

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

For the transition period from____________ to _______________

Commission file number ___________________

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

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

   4055 St. Catherine West, Suite 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:  $378,625
As of November 30, 2001, 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 $4,266,878. At November 30, 2001
35,067,515 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 I

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.


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    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.

     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.


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     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.

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 2
West African countries Guineau (Conkary) and Congo (Brazzaville).


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     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 any manufacturing stages whether in
capsule form or as an injectable solution.

     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. MALAREX is still
undergoing clinical trials and the company is still waiting for the approval of
the respective country's health authorities to begin selling the product.

     MALAREX (Voacamine) is produced in two forms, capsules and injectables.
Because there is a high number of malaria cases in infants, capsules are
sometimes not a viable alternative. Generally, the capsules are recommended from
the age of four years and older and injections are recommended for the new born
and children under four years of age.

     Negotiations have been concluded with a pharmaceutical company to have
MALAREX produced in Brazil one of the major sources of the raw material,
Peschiera Fuchsiaefolia, needed to produce MALAREX. 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 7 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.

     The alkaloids of STRYCHNOS MYTROIDES are extracted by drying and converting
the stem barks of STRYCHNOS MYTROIDES into a powder. Exhaustive extraction is
done by repeated maceration and the resulting product is then processed to yield
crude tertiary alkaloids. Once the process has been completed the alkaloids of
STRYCHNOS MYTROIDES are used in combination with Chloroquine to enhance the in
vivo effectiveness of this drug against currently CQ-resistant strains of
malaria Plasmodim Falciparum. They also enhanced in vivo Chloroquine activity
against a resistant strain of Plasmodium Yoellii. (See Rasoanaiva P. et al in
Planta Medica: 13-16,1994).

     Due to the serious resistance being currently encountered by Chloroquine,
still the most popular anti-malarial drug on the African continent, the ability
of STRYCHNOS in combination with Chloroquine to ameliorate some of the above
mentioned problem is a promising development.

     The company intends, in the future, to continue research in this area both
to increase the efficacy of STRYCHNOS in combination with Chloroquine and to get
certification from the Department of Health of various African countries so as
to bring another weapon to bear in the fight against malaria.

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.


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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 an aggressive pricing strategy, Millenia intends
to make MALAREX available at prices that are less than the cost of other 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. This presupposes that permission will be granted by
countries to allow sales of MALAREX before 2001. Millenia believes , based on
its best estimates, that such permission will be granted before 2001 but has no
concrete basis to state this as a categorical fact. As such, should said
permission fail to materialize, the L`Espoir contract`s sales goal will be
extended to take this into consideration. The agreement also provides that
L'Espoir agrees to buy MALAREX or any other anti-malarial drug or agent, solely
from Millenia. The agreement further provides that Millenia has the sole
discretion in setting the price for MALAREX and L'Espoir is obligated to buy at
that price. Mr. Claude Villeneuve, a less than 5% shareholder of Millenia, is
the CEO and 100% owner of L'Espoir. However, since Mr. Villeneuve is neither an
officer or director and is unaffiliated with Millenia excepts as a less than 5%
shareholder, he has no ability to influence the price of MALAREX.

PATENTS AND OTHER RIGHTS PURCHASED

     Proprietary protection is an integral part of Millenia's strategy. The
commercial success of products, especially in the pharmaceutical industry, is
highly dependant upon their uniqueness being protected by patents. To this end
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.


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     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
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.

     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.

TEST RESULTS

     While not directly related to MALAREX, alkaloids of Vocagana, an extract of
the Voacamine family were shown to have a therapeutic effect upon some medical
maladies as early as 1958, specifically cardiovascular problems as seen in the
February 11, 1958 U.S. Patent 2823204.

     Also, 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.


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     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 Mozamicans 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.

     In-Vivo tests were independently performed by Dr. Phillipe Rosoanaivo,
scientific director of the Malgache Institute of Applied Research in
Aniananarivo, Madagascar, under its own funding, on December 14, 1998 with the
report of the successful results being sent to Prof. Albert Rako To-Rat
Simamanga of the Institute of France. The report stated that it had tested
Voacamine at 10mg/kg, a very low dosage and had produced a 50% reduction in

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, 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 Same 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.


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     In a further study done by Professor Same 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 found to
be fit to take MALAREX(TM) again should they incur another episode of malaria.

     More complete information can be obtained by request of the institutions
that conducted the respective tests.

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.

     SWORD COMP-SOFT CORP. is an (ASP) Application Service Provider incorporated
in November 1998 specializing in the E-Healthcare sector a $10 billion market,
with an excellent growth rate. Its premier website www.medicocenter.com will be
accessible on the Internet, to the public, imminently.


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     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 internatinal 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.

     Liquid Asset, a manufacturer of oxygenated and specialized beverages, was
incorporated on Novemebr 29, 1999 and commenced activities in September 2000.
Mr. Leonard Stella, Chief Operating Officer of Millenia Hope, will fill the same
position with Liquid Asset Corp. as well as sitting on its Board of Directors.

     On October 10, 2001 Millenia Hope and Cibecol Industrial Farmaceutica Ltda
signed a purchase agreement via which Millenia has aquired 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 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 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.

     Millenia has incorporated a wholly owned Canadian subsidiary currently
inactive, Millenia Hope Pharmaceuicals Ltd. Millenia 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.

Employees

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


                                       12
<PAGE>

     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.

     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 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

     None



                                       13
<PAGE>

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

     Not Applicable

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. The quotations represent inter-dealer quotations without
     adjustment for retail markups, markdowns or commissions, and may not
     necessarily represent actual transactions.

Common Stock
                                        High             Low
                                      --------        --------
1998

Fourth Quarter (initial trading)      $   1.50        $   0.25

1999

First Quarter                         $   1.75        $   0.50
Second Quarter                        $   2.00        $   1.12
Third Quarter                         $   2.50        $   0.75
Fourth Quarter                        $   1.45        $   0.43

2000

First Quarter                         $   1.12        $   0.50
Second Quarter                        $   1.75        $   0.83
Third Quarter                         $   1.50        $   0.85
Fourth Quarter                        $   0.90        $   0.35

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


                                       14
<PAGE>

     Of the 35,067,515 shares of common stock outstanding, 19.2 million 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, 2001, 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
     thefuture, rests within the discretion of its Board of Directors and will
     depend, among other things, upon the Company's earnings, its capital
     requirements and its financial condition, as well as other relevant
     factors. The Company has not declared any cash dividends since inception,
     and has no present intention of paying any cash dividends on its Common
     Stock in the foreseeable future, as it intends to use earnings, if any, to
     generate growth.

     (d)  Recent Sales of Unregistered Securities.

Common Stock

     In December 1997, the company issued 4,000,000 shares of common stock at a
price of $0.00505 pursuant to an private placement offering exempt from
registration requirements under section 4(2) of the Securities Act of 1933, as
amended. and Rule 504 of Regulation D. In February 1998, the company issued 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 sold 6,100,000 units (each unit consisting of one (I
share of common stock and (1) warrant) at a price of $0.07 per unit. Each
warrant entities 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.


                                       15
<PAGE>

     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 or the Company and its product Malarex
globally. The total marketing cost was $ 1,514,215. The company's shares on that
date were trading on the OTC Bulletin Board at $1.3627. The transaction was at
arm's 1ength with third parties. These shares were issued pursuant to the
exemption contained in Regulation S of sales to non-US persons.

     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 pursuant to
the exemption contained in Regulation S.

     On January 20, 2000, one of the founders of the corporation who was invited
to participate at the inception of the corporation 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 pursuant to the
exemption contained on Section 4(2). 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 pursuant to the exemption contained in Regulation
S.

     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 pursuant to
the exemption contained in Regulation S.

     On January 10, 2001 the Company issued 66,000 shares at a price of $0.25
per share to individuals pursuant to the exemption contained in Regulation S.

     On March 23, 2001 the Company issued 55,000 shares at a price of $0.25 per
share to individuals in settlement of marketing services pursuant to the
exepmtion contained in Regulation S.

     On March 23, 2001 the Company issued 150,000 shares at a price of $0.25 per
share to individuals pursuant to the exemption contained in Regulation S.

     On April 5, 2001 the Company issued 750,000 shares at a price of $0.25 per
share to individuals pursuant to the exemption contained in Regulation S.

     On May 3, 2001 the Company issued 20,000 shares at a price of $0.25 per
share to individuals in settlement of marketing services pursuant to the
exemption contained in Regulation S.

     On May 24, 2001 the Company issued 50,000 shares at a price of $0.25 per
share to individuals pursuant to the exemption contained in Regulation S.

     On May 31, 2001 the Company issued 6 million shares of common stock in
settlement of a purchase agreement for the commercializing rights to oxygenate
intravenous solutions. These shares were valued based on the net tangible asset
value of Millenia at $111,356. Liquid Asset is a related party to Millenia . The
shares were issued pursuant to the exception contained I Regulation S.


                                       16
<PAGE>

     On September 11, 2001 the Company issued 75,000 shares at a price of $0.25
per share to individuals in settlement of marketing services pursuant to the
exemption contained in Regulation S.

     On October 12, 2001 the Company issued 7 million shares to acquire assets
valued at $2.3 million. The transaction was at arms length. The shares were
issued pursuant to the exemption contained in Regulation S.

     On November 8, 2001 the Company issued 375,000 shares at a price of $0.25
per share to individuals pursuant to the exemption contained in Regulation S.

Warrants and Options

     On February 28, 2000, the company issued 4,644,156 warrants exercisable at
$1.00 per share until November 30, 2001 to settle related party notes pursuant
to the exemption contained in Regulation S.

Description of Securities.

     (a) Common or Preferred Stock

          The Company is authorized to issue 70,000,000 shares of Common
     Stock,$0.0001 par value, of which 35,067,515 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.

     (b) Debt Securities.

          The Company has not issued any debt securities to date.

     (c) Other securities to be Registered

          None.


                                       17
<PAGE>

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

Special Note Regarding Forward-Looking Statements

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

Plan of Operation.

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

     The business objectives of Millenia are twofold. First and foremost is to
establish 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, 2002, Millenia Hope had received 2 sales
authorizations from West African nations, Congo (Brazzavile) and Guinea
(Conkary). We are awaiting sales authorizations from several other West African
nations. Based on managements best estimates, Millenia hopes to sell 2 million
treatments of Malarex or $12million by the end of fiscal 2002.

     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.


                                       18
<PAGE>

     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. is 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.
Sword has what it believes is some of the most advanced technology currently
available in the field of e-Healthcare and that it will be in a position to
offer a range of application services designed around the concept of providing a
series of useful, on line interactive health services and facilities in an
attractive, convenient format to people in their electronic environments. These
application services include the identification and personal logging of
disease(s) and strategies to cope with long term health issues from nutrition,
wellness and health in a "patient driven" format.

     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).

     The acquisition of Sword, a corporation conducting its business via the
Internet where 45% of all inquiries are health related, is mutually beneficial
for both parties. 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 to
Sword as it brings to the market its medical ASP's. 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.


                                       19
<PAGE>

     Sword has already generated revenue and at its November 30, 2001 year end
broke even. Sword, per its best estimates, expect to generates a net profit by
its November 30, 2002 year end.

     Sword's registration statement was accepted by the Security Exchange
Commission of the United States on July 16, 2001 and is a reporting company. It
is presently in the process of applying to the NASD to be able to trade their
shares on the over The Counter Market.

     Sword was incorporated in November 1998 and commenced its activities in
February 2000. Millenia had no affiliation with Sword prior to its successful
negotiation with that company to purchase a controlling interest in it. Mr.
Leonard Stella chief operating officer of Millenia Hope fills the same post at
Sword as well as sitting on its Board of Directors. This allows Millenia to both
monitor and guide Sword in its financial transactions and decisions.

     Sword is nearing the completion of its first ASP which it expects to bring
to market by the second quarter of 2002. It is also engaged in offering
technology related services such as consulting and web hosting. As previously
mentioned, the latter services are already generating revenues.

     On October 10, 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 subsidiary of Millenia Hope,
that are owned by Millenia.

     Cibecol, incorporated and headquaterd 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.

     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. Cardiovascular endurance, especially if the patient
has heart or pulmonary problems, heads this list. Added supplies of oxygen
raises the human body's energy levels, gives greater muscular endurance,
improves concentration, calms the nervous system and helps in the removal of
toxins. These benefits are of extreme importance to ambulatory patients, as
their body is not getting the exercise that is so necessary to proper oxygen
consumption.


                                       20
<PAGE>

     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.

     Liquid Asset, a manufacturer of oxygenated and specialized beverages, was
incorporated on November 29, 1999 and commenced activities in September 2000.
Mr. Leonard Stella, Chief Operating Officer of Millenia Hope, fills the same
position with Liquid Asset Corp. as well as sitting on its Board of Directors.

     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, 2001 Compared to Year Ended November 30, 2000.

     Total revenue for 2001 was $378,625 and had associated direct costs of
$205,410 compared to $302,494 in revenue for the same period in 2000 a gain in
revenue of $76,131.

     Selling, general and administrative and amortization expenses were $137,635
for the year 2001. This represented a decrease of $307,546 from $445,181 for
2000. This decrease was attributable to the lower costs associated with our
Sword subsidiary, and legal and professional fees.

     We incurred other development costs of $585,056 during 2001 as compared to
$0 for the year 2000.

     This represents the purchase of commercializing rights to oxygenate
intravenous solutions.

     We had travel costs of $112,859 for 2000 as compared to nil for 2001. This
was due to our having finished the preliminary work of bringing Malarex onto the
world market.

     We had marketing expenses of $59,453 in year 2000 and $57,951 in 2001.

     As a result of the foregoing we incurred a net loss of $693,213 for the
year 2001, compared to a loss of $657,393 for the year 2000.

Liquidity and Capital Resources


                                       21
<PAGE>

     Net cash used in financing, operating and investing activities from
December 01, 2000, through November 30, 2001, was $15,567. At November 30, 2001,
we had an accumulated deficit from operating activities of $2,453,100.

Effect of Recent Accounting Pronouncements

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

Item 7.  Financial Statements.

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

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

     On February 26,2002 we hired the firm Richter, Usher and Vineberg to be our
accountants. The previous accountant, Mr. Mark Cohen CPA resigned and has no
further business with Millenia. There have been no disagreements with Mr. Mark
Cohen or Richter, Usher Vineberg. Prior to our hiring of Richter et al, there
was no relationship at all between Millenia and Richter.

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

     (a) Directors and Executive Officers.

Name                                Age   Position
-----------------   --   ----------------------------------
George Tsoukas      65   Chairman of the Board of
                         Directors - Director

David Mulder        67   Vice-Chairman of the Board of
                         Directors-Director

Dominique Morisot   49   President CEO - Director

Leonard Stella      39   Chief Operating Officer - Director

Ronald Lapenna      57   VP Personnel - Director

Thomas Bourne       56   Secretary

Jeffrey Brooks      57   Operations


                                       22
<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.


                                       23
<PAGE>

     Mr. Jefferey 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-malarialdrug, 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 inour 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.

          None.

     (e)  Section 16 (a) Beneficial Ownership Reporting Compliance Section 16(a)
     of the Securities Exchange Act of 1934, as amended, requires our officers,
     directors and persons who beneficially own more than ten percent of a
     registered class of our equity securities ("ten-percent shareholders") to
     file reports of ownership and changes in ownership with the Securities and
     Exchange Commission. Officers, directors and ten-percent shareholders also
     are required to furnish us with copies of all Section 16(a) forms they
     file. Based solely on our review of the copies of such forms furnished to
     us, and written representations that no other reports were required, we
     believe that during the fiscal year ended November 30, 2001, 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


                                       24
<PAGE>

SUMMARY COMPENSATION TABLE

Name and                                               Long-term
Principal Position             Year   Salary  Bonus    Compensation:   Options
------------------             ----   ------  -----    -------------   -------
George Tsoukas                 2001      0      0      100,000options    (1)
Chairman and Director

David Mulder                   2001      0      0      50,000options     (2)
Vice chairman and Director

Dominique Morisot              2001      0      0      150,000options    (3)
President/CEO and DIrector

Leonard Stella                 2001      0      0      210,000options    (3)
Chief Operating Officer
and Director

Ronald Lapenna                 2001      0      0      50,000options     (4)
VP_Personnel & Director

(1)  Exercisable commencing January 29, 2002 at $1.50 per share until December
     31, 2003.

(2)  Exercisable commencing January 29, 2002 at $1.50 per share until December
     31, 2003.

(3)  Vest equally over 3 years commencing January 29, 2000. Exercisable at $1.50
     per share until December 31, 2003.

(4)  Vested on January 29, 2002. Exercisable at $1.50 per share until December
     31, 2003.

     (c)  Options /SAR Grants Table


                                       25
<PAGE>

                           OPTION GRANTS IN LAST YEAR
                               (Individual Grants)

     Name              Number of  % of Options    Exercise Price
                       Options    Granted 2001    (per share)         Expiration
                       -------    ------------    -----------         ----------
     George Tsoukas    100,000       50%             $1.50             12/31/03

     David Mulder       50,000       25%             $1.50             12/31/03

     Ronald Lapenna     50,000       25%             $1.50             12/31/03

     (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


                                       26
<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, 2001, 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, 2001 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.


                                       27
<PAGE>

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

Medico Pharma SA                         7,000,000                  19.96
1632 Buttonwood Bay
Belize City Belize

Liquid Asset Corp.                       6,000,000                  17.11
4055 St. Catherine West, Suite 142
Montreal Quebec

Sword Comp-Soft(7)                       5,000,000                  14.26
4055 St Catherine West
Suite 133
Westmount, 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                    2.9

----------------
* 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.


                                       28
<PAGE>


Item 12.  Certain Relationships and Related Transactions.

     On January 9, 1998, the company entered into an agreement with L'Espoir Du
Millenaire Inc. whereby L'Espoir Du Millenaire Inc. has a marketing and
distributor rights for the product Malarex. This non exclusive worldwide
agreement is for 5 years and requires L'Espoir Du Millenaire Inc. to make annual
payments of $30,000 to the Company for the rights. The agreement also allows for
renewal for an additional 5 years provided that certain sales quotas have been
met. L'Espoir Du Millenaire Inc. is owned Mr. Claude Villeneuve, a shareholder
of the Company. The agreement also provides that L'Espoir agrees to buy MALAREX
or any other anti-malarial drug or agent, solely from Millenia. Mr. Claude
Villeneuve, a shareholder owning less than 5% of the total outstanding shares of
the company, agreed to provide unsecured debt, to aid the company's cash flow
problem, at a 7% rate of interest. The outstanding balance as at November 30,
2001 was $228,815. Mr. Villeneuve has extensive international contacts and has
assembled a team of competent sales professionals and experts in the biomedical
field to accomplish this endeavor. The company believes that all the above
transactions are fair and have been made at the prevailing market rates that
would apply to any arms length corporation involved in such transactions.

     The company signed an agreement in June 2000 to lease, from L'Espoir de
Millenaire a company controlled by Claude Villeneuve a shareholder, an
automobile at a rate of $1,040 per month.

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 (Year ended 11/30/01 and 11/30/00)
Statement of Operations (Year ended 11/30/01, 11/30/00, 11/30/99 and from
     inception to 11/30/01)
Statement of Shareholders' Equity (from inception to 11/30/01)
Statement of Cash Flows (Years ended 11/30/01, 11/30/00, 11/30/99 and from
     inception to 11/30/01)
Significant Accounting Policies (Year ended 11/30/01)
Notes to the Finance Statements (Year ended 11/30/01)

     (b) List of Exhibits.


                                       29
<PAGE>


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

                        Consolidated Financial Statements
                                November 30, 2001


<PAGE>


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



Consolidated Financial Statements
November 30, 2001



Contents


Auditors' Report - Current Year                                              1

Auditor's Report - Prior Years                                               2

Balance Sheet                                                            3 - 4

Statement of Shareholders' Equity                                        5 - 6

Statement of Operations                                                      7

Statement of Cash Flows                                                  8 - 9

Notes to Financial Statements                                          10 - 23


<PAGE>



Auditors' Report


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


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

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

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

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


RICHTER, USHER & VINEBERG (signed)


Chartered Accountants
General Partnership

Montreal, Quebec
March 14, 2002


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



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, 2001



                                                        2001              2000
--------------------------------------------------------------------------------

Assets

Current

      Cash                                           $       --       $   14,140
      Prepaids                                           32,000           76,400
      Accounts receivable (note 4)                      110,677               --
      Notes receivable                                  158,495          140,434
--------------------------------------------------------------------------------

                                                        301,172          230,974

Fixed Assets (note 5)                                    69,060           99,606

Deposits (note 6)                                            --        1,000,000

Other (note 7)                                        2,800,000           32,000
--------------------------------------------------------------------------------











                                                     $3,170,232       $1,362,580
--------------------------------------------------------------------------------

See accompanying notes





Approved on Behalf of the Board:

_________________________________________ Director

_________________________________________ Director



                                     - 3 -
<PAGE>



<TABLE>
<CAPTION>
                                                                     2001           2000
------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>
Liabilities

Current

      Bank indebtedness                                         $     1,427    $        --
      Accounts payable and accrued liabilities (note 8)              84,914         88,344
      Notes payable (note 9)                                        228,815        196,338
------------------------------------------------------------------------------------------

                                                                    315,156        284,682
------------------------------------------------------------------------------------------


Non-Controlling Interest                                             66,452         48,458
------------------------------------------------------------------------------------------

Commitments (note 11)

Shareholders' Equity

Common Stock, $.0001 par value; authorized 70,000,000 shares;         3,506          2,052

Warrants                                                          1,393,247      1,393,247

Paid in Capital                                                   6,540,706      3,796,013

Share Subscriptions Receivable (note 14)                           (293,750)            --

Cost of Treasury Shares                                                 100            100

Deficit Accumulated During the
  Development Stage                                              (4,855,185)    (4,161,972)
------------------------------------------------------------------------------------------

                                                                  2,788,624      1,029,440
------------------------------------------------------------------------------------------


                                                                $ 3,170,232    $ 1,362,580
------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes



                                     - 4 -
<PAGE>


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

Consolidated Statement of Shareholders' Equity
For the Year Ended November 30, 2001


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

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

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

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

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

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

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

<CAPTION>

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

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

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

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

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

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

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


                                     - 5 -
<PAGE>


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


Consolidated Statement of Shareholders' Equity
For the Year Ended November 30, 2001


<TABLE>
<CAPTION>
                                                  Common                   Warrants
                                           ---------------------    ----------------------     Paid in
                                             Shares    Amount           #         Amount       Capital
-------------------------------------------------------------------------------------------------------
<S>                                          <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 year ended November 30, 2001            --           --           --           --           --
-------------------------------------------------------------------------------------------------------

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

<CAPTION>
                                                                                Accumulated
                                           Shares              Treasury        Deficit during     Total
                                        Subscriptions    --------------------  the Development Shareholders'
                                         Receivables     Shares        Amount      Stage          Equity
---------------------------------------------------------------------------------------------------------
<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 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
=========================================================================================================
</TABLE>

                                     - 6 -
<PAGE>


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

Consolidated Statement of Operations
For the Year Ended November 30, 2001

<TABLE>
<CAPTION>
                                                                                       From Inception
                                                                                     (December 24, 1997)
                                                                                       to November 30,
                                                2001           2000           1999           2001
--------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>            <C>
Revenues                                   $    378,625   $    302,494   $     27,500   $    708,619

Cost of Sales                                   205,410        208,002             --        413,412
--------------------------------------------------------------------------------------------------------

                                                173,215         94,492         27,500        295,207
--------------------------------------------------------------------------------------------------------

Operating Expenses

      Marketing                                  57,951         59,453      1,514,215      1,631,619
      Patent rights                                  --             --        258,527      1,005,827
      Other development costs                   585,056         58,000             --        861,571
      Rent                                       81,890         70,270         61,250        289,810
      Travel                                         --        112,859             --        234,859
      Selling, general and administrative       105,154        424,551        105,440        911,944
      Amortization                               32,481         20,630         14,563         82,876
--------------------------------------------------------------------------------------------------------

                                                862,532        745,763      1,953,995      5,018,506
--------------------------------------------------------------------------------------------------------

Operating Loss                                 (689,317)      (651,271)    (1,926,495)    (4,723,299)
--------------------------------------------------------------------------------------------------------

Interest income                                  10,180          2,251             --         12,431
Interest expense                                (14,580)       (30,275)       (84,734)      (166,723)
--------------------------------------------------------------------------------------------------------

                                                 (4,400)       (28,024)       (84,734)      (154,292)
--------------------------------------------------------------------------------------------------------

Loss Before Non-Controlling Interest           (693,717)      (679,295)    (2,011,229)    (4,877,591)

Non-controlling interest                           (504)       (21,902)            --        (22,406)
--------------------------------------------------------------------------------------------------------

Net Loss                                   $   (693,213)  $   (657,393)  $ (2,011,229)  $ (4,855,185)

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

Basic Weighted Average Number of Common
  Shares Outstanding                         24,886,098     15,718,088     11,052,384     15,003,577

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

Basic Loss Per Common Share                $    (0.0278)  $    (0.0418)  $    (0.1820)  $    (0.3236)
========================================================================================================
</TABLE>

See accompanying notes

                                     - 7 -
<PAGE>


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

Consolidated Statement of Cash Flows
For the Year Ended November 30, 2001

<TABLE>
<CAPTION>
                                                                                                                 From Inception
                                                                                                               (December 24, 1997)
                                                                                                                      to
                                                                                                                  November 30,
                                                                            2001          2000          1999          2001
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>           <C>           <C>
Funds Provided (Used) -

    Operating Activities

        Net loss                                                         $  (693,213)  $  (657,393)  $(2,011,229)  $(4,855,185)
             Amortization                                                     32,481        20,630        14,563        82,876
             Non-controlling interest                                           (504)      (21,902)           --       (22,406)
             Issue of capital stock for marketing services                    30,000            --     1,514,215     1,544,215
             Issue of note for other development costs
               (subsequently converted to warrants)                          624,395            --        13,581       817,226
             Accrued interest income                                         (10,180)       (2,251)           --       (12,431)
             Accrued interest expense                                         14,580         2,505            --        17,085
             Interest expense settled with issuance of note
               (subsequently converted to warrants)                               --        27,770            --        27,770
----------------------------------------------------------------------------------------------------------------------------------

                                                                              (2,441)     (630,641)     (468,870)   (2,400,850)

        Increase in - Accounts receivables and prepaids                      (42,158)     (108,400)           --      (150,558)
        Increase (Decrease) in - Accounts payable and accrued liabilities     14,467       (92,807)      (80,050)       98,308
----------------------------------------------------------------------------------------------------------------------------------

                                                                             (30,132)     (831,848)     (548,920)   (2,453,100)
----------------------------------------------------------------------------------------------------------------------------------


    Financing Activities

        Notes payable                                                             --       198,101       531,853     1,421,954
        Issue of capital stock                                                16,500       478,376            --       942,076
        Contribution to paid in capital                                           --     1,165,000            --     1,165,000
----------------------------------------------------------------------------------------------------------------------------------

                                                                              16,500     1,841,477       531,853     3,529,030
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     - 8 -
<PAGE>


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


Consolidated Statement of Cash Flows
For the Year Ended November 30, 2001

<TABLE>
<CAPTION>
                                                                                                       From Inception
                                                                                                     (December 24, 1997)
                                                                                                          through
                                                                                                        November 30,
                                                                2001          2000          1999           2001
------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>           <C>
    Investing Activities

        Additions to fixed assets                           $    (1,935)  $   (50,780)  $        --   $  (128,715)
        Deposits on future acquisitions - non cash                   --    (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                                              --      (106,834)           --      (106,834)
------------------------------------------------------------------------------------------------------------------------

                                                                 (1,935)     (999,422)           --    (1,077,357)
------------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash and Cash Equivalents                (15,567)       10,207       (17,067)       (1,427)

Cash and Cash Equivalents
    Beginning of Period                                          14,140         3,933        21,000            --
------------------------------------------------------------------------------------------------------------------------

    End of Period                                           $    (1,427)  $    14,140   $     3,933   $    (1,427)
========================================================================================================================
</TABLE>

                                     - 9 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
  to November 30, 2001


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 Malarax, the
     Company participates in the treatment and prevention of malaria. The
     Company is continuing its clinical trials and product refinement. The
     Company is poised to commence commercial production as it has received
     selling authorization in two West African countries. In addition, the
     Company acquired the patent rights for oxygenation of intravenous
     solutions. 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.

     The Company's objective, through its subsidiary, Sword Comp-Soft Corp., is
     to be an Application Service Provider in the E-Health sector providing
     on-line interactive health services through the internet. Sword Comp-Soft
     Corp. 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 in the final stages of implementing and testing its
     security measures.

     Although the Company has began development there can be no assurance that
     it will be able to market, sell, license or market 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, 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 subsidiary, Sword Comp-Soft, Corp. 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.

                                     - 10 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001


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.

     Impairment of Long-Lived Assets

     Long-lived assets held and used by the Company are reviewed for possible
     impairment whenever events or changes in circumstances indicate the
     carrying amount of an asset may not be recoverable. Recoverability of
     assets to be held and used is measured by a comparison of the carrying
     amount of the assets to the estimated undiscounted cash flows expected to
     be generated by the asset. If such assets are considered to be impaired,
     the impaired to be recognized is measured by the amount by which the
     carrying amount of the assets exceeds the fair value of the assets.

     Cash and Cash Equivalents

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

     Amortization

     On the straight-line method -

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

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

     Revenue Recognition

     The Company currently recognizes revenue in the form of direct sales to the
     retail market and licensing/distributor fees which are recorded over the
     life of the licensing agreement using the straight-line method. The
     Company's sources of revenue through its subsidiary are expected to be fees
     charged for access to the Company's Application Software Program (ASP),
     advertising fees to pharmaceutical and healthcare organizations to
     advertise on the Company's web site, sales to pharmaceutical and healthcare
     organizations of raw data collected by the Company's web site and ASP,
     software consultation, and internet site hosting.

     The Company's subsidiary's revenues recognized to date are software
     consultation and internet site hosting.

                                     - 11 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001



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

     Revenue Recognition (Cont'd)

     Revenue from software consultation and internet hosting is recognized once
     services are rendered. Management believes that the Company's revenue
     recognition practices are in conformity with the guidelines of SAB 101.

     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.

     Loss Per Share

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

     Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards board (FASB) issued
     Statement of Financial Accounting Standards Board (SFAS) No. 133,
     "Accounting for Derivative Instruments and Hedging Activities". This new
     standard establishes accounting and reporting standards for derivative
     instruments, including certain derivative instruments embedded in other
     contracts, and for hedging activities. It requires that entities recognize
     all derivatives as either assets or liabilities in the consolidated balance
     sheet and measure those instruments at fair value. This Statement is
     effective for all fiscal quarters of all fiscal years beginning after June
     15, 2000. The adoption of this standard by the Company did not have a
     material impact on its financial condition or results of operations.

                                     - 12 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001



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 $693,213, $657,393 and $2,011,229 for the years ended November
     30, 2001, 2000 and 1999 respectively as well as reporting net losses of
     $4,855,185 from inception (December 24, 1997) to November 30, 2001. As
     reported on the statement of cash flows, the Company incurred negative cash
     flows from operating activities of $30,132, $831,848 and $548,920 for the
     years ended November 30, 2001, 2000 and 1999 respectively and has reported
     deficient cash flows from operating activities of $2,453,100 from inception
     (December 24, 1997). To date, these losses and cash flows deficiencies have
     been financed principally through the sale of common stock $942,076 and
     short-term debt $1,421,954 which is related party debt. Additional capital
     and/or borrowings will be necessary in order for the Company to continue in
     existence until attaining and sustaining profitable operations. Management
     has continued to develop a strategic plan to develop a management team,
     maintain reporting compliance and establish long-term relationships with
     other major organizations to develop and distribute the product Malarax and
     the oxygenated intravenous solutions and to promote the on-line interactive
     health services. Management anticipates generating revenue through the
     sales of Malarax and the on-line interactive health services 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.


4.   Accounts Receivable

     Included in accounts receivable at November 30, 2001 is approximately
     $29,700 payable in Canadian currency (Cdn$46,000).


5.   Fixed Assets

                                       2001              2000
      -------------------------------------------------------------------

      Furniture and fixtures       $     15,900      $     15,900
      Equipment                          72,220            70,285
      Leasehold improvements             63,816            63,816
      -------------------------------------------------------------------

                                        151,936           150,001
      Accumulated amortization           82,876            50,395
      -------------------------------------------------------------------

                                   $     69,060      $     99,606
      ===================================================================

                                     - 13 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001



5.   Fixed Assets (Cont'd)

     On April 30, 2000, the Company purchased computer equipment from its
     officers. The amount of the purchase acquired from the related party and
     recorded at the predecessor basis was $15,000.


6.   Deposits

     On August 15, 2000, the Company signed a letter of intent and deposited
     $500,000 with Cibecol Industrial Farmaceutica Ltd., a company incorporated
     and located in Brazil, as part of its initial phase of acquiring Cibecol's
     pharmaceutical production facility and the assets located in the facility
     (note 7).

     On August 22, 2000, the Company signed a letter of intent and deposited
     $500,000 with Liquid Asset Corp., a Delaware corporation, as part of its
     initial phase to purchase the exclusive rights to the oxygenation of
     intravenous solutions registered under a patent application. On May 29,
     2001, the Company purchased these rights in exchange for the $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.


7.   Other

     Other assets represent a 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 the Malarax product. As of March 14, 2002,
     this interest had not been legally registered. The plant and equipment are
     currently used by the 32% owner, on a rent free basis, for their
     production. The Company anticipates the commencement of its own production,
     possibly after the transfer of these assets to a new subsidiary, after
     October 7, 2002. 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.

     At November 30, 2000, other assets represented long-term prepaid expenses.


8.   Accounts Payable and Accrued Liabilities

     Included in accounts payable is approximately $70,000 (2000 - $54,000)
     payable in Canadian currency (Cdn$108,000; 2000 - $83,000).

                                     - 14 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001


9.   Notes Payable and Long-Term Debt

     The notes are unsecured, mature on November 30, 2002 and bear interest at
     7% per annum. The amount at November 30, 2001 including interest is
     $228,815.

     On February 28, 2000, the Company paid $51,205 in cash and issued 4,644,156
     warrants to settle 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
     ===========================================================================

10.  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 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 USD
     and expire on May 29, 2003. The transaction was recorded using the purchase
     method as the registrant acquired 76.45% of Sword Comp-Soft, Corp.'s
     outstanding shares at May 29, 2000.

     The following assets were acquired through this transaction
     ---------------------------------------------------------------------------


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

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


     Accounts payable and accrued liabilities         $    4,500

     The Company divested itself of 3,000,000 shares of Sword Comp-Soft, Corp.
     due to acquisitions (notes 6 and 7). The Company now owns 70% of Sword
     Comp-Soft, Corp.'s outstanding shares at November 30, 2001.

11.  Commitments

     On December 27, 1997, the Company entered into a lease agreement for office
     space. This agreement is for a term of five years, with an option to renew
     for an additional five years. The annual rental amount is $58,400.

                                     - 15 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001



11.  Commitments (Cont'd)

     The Company has entered into an additional lease agreement for office
     space. The term of the lease begins on May 1, 2000 and terminates on June
     30, 2005, with an option to renew for an additional five years. The annual
     rental amount is $18,000.

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

     Minimum payments required under operating leases that have initial or
     remaining noncancelable lease terms is approximately as follows:

     2002                                                         $   88,900
     2003                                                             28,000
     2004                                                             18,000
     2005                                                             10,500

     On December 27, 1997, the Company entered into a five year agreement for
     use of all office and telephone equipment and the services of a
     receptionist. Annual fees payable for use of these services amounts to
     $28,000.


12.  Related Party Transactions

     The notes receivable, which are unsecured, are due from Liquid Asset Corp.,
     a company with a common chief executive officer and director with Millenia
     Hope Inc., mature on November 30, 2002 and bear interest at 7% per annum.
     On November 30, 2000, the notes receivable were due from third parties.
     Income accrued during the year was $10,180.

     The note payable, which is unsecured, is held by a minority shareholder.
     The note has a term of one year bearing interest at 7% per annum. The
     amount at November 30, 2001 is $228,815 (2000 - $196,338) which includes
     interest of $2,505.

     On January 9, 1998, the Company entered into an agreement with L'Espoir Du
     Millenaire Inc. whereby the Company has marketing and distributor rights
     for the Malarax product. The agreement is for five years and requires
     L'Espoir Du Millenaire Inc. to make annual payments of $30,000 to Millenia
     Hope Inc. for the rights. The agreement also allows for renewal of the
     agreement for an additional five years provided that certain sales quotas
     have been met. L'Espoir Du Millenaire Inc. is controlled by a minority
     shareholder of the Company.

     Included in accounts payable is approximately $4,150 (November 30, 2000 -
     $Nil) due to a director of the Company.

                                     - 16 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001



13.  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.


14.  Shareholders' Equity

     Subscriptions Receivable

     During the year, the Company issued 1,325,000 common shares in exchange for
     subscriptions receivable totalling $293,750. The receivables are unsecured,
     non-interest bearing and mature at various dates until November 8, 2002.

     Common Stock

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

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

     In February 1998, the Company issued 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 (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. 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.

                                     - 17 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001


14.  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.

     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
     (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. 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.

     In February 1998, the Company issued 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 (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. 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.

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

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

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

     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. The transaction was at arm's length with third parties.

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

                                     - 18 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001



14.  Shareholders' Equity (Cont'd)

     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. The transaction was at arm's length with third parties.

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

     On May 29, 2001, the Company issued 6,000,000 common shares as partial
     payment for the exclusive rights to the oxygenation of all liquid and gases
     registered under patent protection (see note 6). The transaction was at
     arm's length with third parties.

     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. The transaction was at arm's length with third parties.

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

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

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

     In 1998, the Company, in accordance with it private placement memorandum to
     sell 6,100,000 units (each unit consisting of one (1) share of common stock
     and one (1) warrant), sold 6,100,000 shares of common stock. Each warrant
     entitles the registered holder thereof to purchase at any time from the
     date for a period of three (3) years, one share of common stock at a price
     of $0.09. As of November 30, 1999, 6,100,000 warrants were outstanding.

                                     - 19 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001


14.  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 USD and expire on May 29, 2003.

     On January 29, 1999, the Company granted 210,000 options to its President,
     Leonard Stella. The options vest 70,000 per year over a three year period.
     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 was
     $315,000. The fair market value of the Company's stock on January 29, 1999,
     which was tradable on the OTC Bulletin Board, was $1.50.

     On January 29, 1999, the Company granted 150,000 options to its Chief
     Executive Officer, Dominique Morisot. The options vest 50,000 per year over
     a three year period. 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 was $225,000. The fair market value of the Company's stock on
     January 29, 1999, which was tradable on the OTC Bulletin Board, was $1.50.

     On January 29, 1999, the Company granted 50,000 options to its Vice
     President Human Resource, Ronald Lapenna. The options vest after one year.
     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 was
     $75,000. The fair market value of the Company's stock on January 29, 1999,
     which was tradable on the OTC Bulletin Board, was $1.50.

     On January 29, 1999, the Company granted 50,000 options to its Vice
     President Finance, George Haligua. The options vest after one year. 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 was $75,000. The
     fair market value of the Company's stock on January 29, 1999, which was
     tradable on the OTC Bulletin Board, was $1.50.

     On August 30, 1999, the Company granted 100,000 options to its chairman of
     the Board, Dr. Alain Soucy. The options vest after one year. The options
     are exercisable at $0.30 per share and expire on December 31, 2003. The
     total dollar value of the options at the date of grant was $30,000. The
     fair market value of the Company's stock on August 30, 1999, which was
     tradable on the OTC Bulletin Board, was $0.30.

     On February 22, 2000, the Company granted 50,000 options to its
     Vice-Chairman of the Board, Dr. David Mulder. The options vest after one
     year. The options are exercisable at $1.50 per share and expire on November
     30, 2003. The total dollar value of the options at the date of grant was
     $75,000. The fair market value of the Company's stock on February 22, 2000,
     which was tradable on the OTC Bulletin Board, was $1.00.

                                     - 20 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001


14.  Shareholders' Equity (Cont'd)

     On April 19, 2000, the Company granted 100,000 options to its Chairman of
     the Board, Dr. George Tsoukas. The options vest after one year. The options
     are exercisable at $1.50 per share and expire on November 30, 2003. The
     total dollar value of the options at the date of grant was $150,000. The
     fair market value of the Company's stock on April 19, 2000, which was
     tradable on the OTC Bulletin Board, was $1.60.

     On January 29, 2001, the Company granted 100,000 options to its Chairman of
     the Board, Dr. George Toukas. The options vest after one year, are
     exercisable at $1.50 per share, and expire on November 30, 2003. The total
     dollar value of the options at the date of the grant was $150,000. The fair
     market value of the Company's stock on January 29, 2001, which was tradable
     on the OTC Bulletin Board, was $0.59 per share.

     On January 29, 2001, the Company granted 50,000 options to its
     Vice-Chairman of the Board of Directors, Dr. David Mulder. The options vest
     after one year, are exercisable at $1.50 per share and expire March 30,
     2003. The total dollar value of the options at the date of the grant was
     $75,000. The fair market value of the Company's stock on January 29, 2001,
     which was tradable on the OTC Bulletin Board, was $0.59 per share.

     On January 29, 2001, the Company granted 50,000 options to a member of the
     Board of Directors, Mr. Ronald LaPenna. The options vest after one year,
     are exercisable at $1.50 per share and expire November 30, 2003. The total
     dollar value of the options at the date of the grant was $75,000. The fair
     market value of the Company's stock on January 29, 2001, which was tradable
     on the OTC Bulletin Board, was $0.59 per share.

     In October 1995, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards ("SFAS") No. 129. "Accounting for
     Stock-Based Compensation". The Company has determined that it will continue
     to account for employee stock-based compensation under Accounting
     Principles Board No. 25 and elect the disclosure-only alternative under
     SFAS No. 123. The fair value of a share of nonvested stock is measured at
     the market price of a share on the grant date. The proforma effect on net
     income and earnings per share is reflected as follows:

<TABLE>
<CAPTION>
                                                        Year ended      Year ended     Year ended
     FAS 123 "Accounting for stock base compensation  Nov. 30, 2001   Nov. 30, 2000  Nov. 30, 1999
     Paragraph 47 (a)                                 -------------   -------------  -------------
<S>                                                       <C>           <C>             <C>
     1. Beginning of year - outstanding
            i. number of options                          710,000       560,000              --
            ii.weighted average exercise price               1.46          1.29              --
     2. End of year - outstanding
            i. number of options                          910,000       710,000         560,000
            ii.weighted average exercise price               1.47          1.46            1.29
     3. End of year - exercisable
            i. number of options                          590,000       320,000              --
            ii.weighted average exercise price               1.45          1.13              --
     4. During the year - granted
            i. number of options                          200,000       150,000         560,000
            ii.weighted average exercise price               1.50          1.50            1.29
</TABLE>

                                     - 21 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001


14.  Shareholders' Equity (Cont'd)

<TABLE>
<S>                                                       <C>           <C>             <C>
     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 (b) - Weighted-average grant-date
       fair value of options granted during the year
     1. Exercise price equals market price                   0.61          0.95            1.11
     2. Exercise price less than market price                1.50          1.50              --
     3. Exercise price exceeds market price                    --          1.50              --

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

<CAPTION>
                                                     Year ended     Year ended     Year ended
                                                    Nov. 30, 2001  Nov. 30, 2000  Nov. 30, 1999
                                                    -------------  -------------  -------------
<S>                                                       <C>           <C>             <C>
     Paragraph 47 (d) - Description of the method
       and significant assumptions used during the
       year to estimate the fair value of options:
     1. Weighted average risk-free interest rate             2.20%         7.00%           6.10%
     2. Weighted average expected life                  12 months  36.00 months    56.74 months
     3. Weighted average expected volatility               109.00%       100.00%         128.00%
     4. Weighted average expected dividends                    --            --              --

     Paragraph 47 (e) - Total compensation cost
       recognized in income for stock-based employee
       compensation awards                                     --            --              --

     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                  1.46          1.46            1.29
     2. Weighted-average remaining contractual life
       (in months)                                          19.16         23.60           56.74
</TABLE>

                                     - 22 -
<PAGE>


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


Notes to Consolidated Financial Statements
From Inception (December 24, 1997)
   to November 30, 2001



14.  Shareholders' Equity (Cont'd)

<TABLE>
<CAPTION>
                                                                                               Inception
                                                                                             Dec. 24, 1997
                                                 Year ended     Year ended     Year ended          to
                                                Nov. 30, 2001  Nov. 30, 2000  Nov. 30, 1999  Nov. 30, 2001
     -----------------------------------------------------------------------------------------------------

<S>                                              <C>           <C>           <C>            <C>
     Net income after pro forma
        effect                                   $ (968,202)   $ (995,127)   $ (2,241,947)  $ (5,698,626)
     Earnings per share after pro forma
        effect                                      (0.0389)      (0.0633)        (0.2028)       (0.3798)
</TABLE>


15.  Subsequent Events

     In February 2002, the Company entered into a one year agreement to purchase
     investor relations services for a monthly fee of $1,600 ($2,500Cdn) from
     February to March 2002, $3,200 ($5,000Cdn) from April to July, 2002, and
     $3,200 ($5,000Cdn) plus 5,000 free trading shares from August 2002 through
     January 2003 inclusively.

     The Company has the right to terminate the agreement any time after July
     31, 2002.


16.  Comparative Figures

     The financial statements for 1999 and 2000, which are presented for
     comparative purposes only, were examined and reported upon by another
     accountant.


                                     - 23 -

<PAGE>

                                   SIGNATURES

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

                            MILLENIA HOPE INC.


 Date: March 15, 2002       /s/ George Tsoukas
                            ------------------------
                            George Tsoukas, Chairman and Director


 Date: March 15, 2002       /s/ David Mulder
                            ----------------------------
                            David Mulder, Vice Chairman and Director


 Date: March 15, 2002       /s/ Dominique Morisot
                            ---------------------------------
                            Dominique Morisot, President/CEO and Director


 Date: March 15, 2002       /s/ Leonard Stella
                            ------------------------------
                            Leonard Stella, Chief Operating Officer and Director
                            (Principal Financial Officer)


 Date: March 15, 2002       /s/ Ronald Lapenna
                            ---------------------------
                            Ronald Lapenna, VP Personnel and Director


                                     - 24 -