SWORD COMP-SOFT CORP.

                               Filing Type: 10KSB

                           Description: Annual Report

                          Filing Date: March 15, 2002

                         Period End: November 30, 2001




                             Primary Exchange: N/A


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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 ___________________

                             SWORD COMP-SOFT CORP.
                 (Name of small business issuer in its charter)

            Delaware                              98-022951
   State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
  Incorporation or Organization)

   4055 St. Catherine West, Suite 133               H3Z 3J8
 (ADDRESS OF principal Executive Offices)           Zip Code

Issuer's telephone number:  (514) 821-5151

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:  $267,625

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SWORD COMP-SOFT CORP.

FORM 10-KSB ANNUAL REPORT

TABLE OF CONTENTS
SECTION

PART 1

Item 1.  Business

Item 2.  Properties

Item 3   Legal Proceedings

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

PART II

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

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation

Item 7.  Financial Statements and Supplementary Data

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

PART III

Item 9.  Directors and Executive Officers of the Registrant

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions

PART IV

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

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DESCRIPTION OF BUSINESS

(a) Business Development

     Sword Comp-Soft Inc. ("Sword") was organized on November 2, 1998. Its main
goal is to bring interactive healthcare information services utilizing the
Internet to the consumer, in lay terms, to allow the consumer to make educated
choices in the area of health care. Its plan is to offer knowledge and service
databases that allows the end user to access what they, as individuals, need.

(b) Business of Issuer

     Sword has developed technology, now in its final development stage, that
combines a large volume of healthcare information in conjunction with the
ability to selectively generate only that which the consumer wishes to know. The
programs, known as ASPs, are geared to very specific areas and, thus, allows the
subscriber to pick and choose, as per their healthcare preference. The
interactivity means that the program will keep prompting consumers until their
questions have been fully answered or their needs met to the consumer's
satisfaction. At the current time, we do not have any significant customer base
in place nor have we locked in any solid revenue stream for the future and our
interactive website is not yet operational.

     Sword Comp-Soft Corp., based in Montreal, Canada, is a new Application
Service Provider (ASP) initially investing in the e-healthcare sector.
Application Services, a rapidly growing segment of the Internet economy, is the
term used to describe internet providers that focus on a single topic or issue
in a conversational manner. We were initially formed in November 1998 and are
currently at the end of the development phase and preparing to begin commercial
activity in the second quarter of 2002. We now have what we believe is some of
the most advanced technology currently available in our area of e-healthcare
though our interactive website is not yet operational.

     Our application service technology was developed over the past 3 years and
is an outgrowth of existing technology used for data base management. Sword's
expertise, honed through testing and debugging, has taken this technology and
made it interactive. Our smart database technology uses a quasi-artificial
intelligence. From the customer's responses to a first set of questions, the
application service formulates a second set of questions. This process continues
until the customer is satisfied that they have received a complete and
comprehensive set of answers to their queries.



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     Our team of experts in this field, Mr. Anthony Ierfino - President/CEO, Dr.
Raafat Saade - Vice President - Data and Information and Mr. Abdulmajid Sharif -
Chief Technical Officer, were all involved with the aforementioned process. The
3 officers/directors, besides being involved directly with the many aspects of
our project, also supervise contracted individuals who handle the programming
tasks and possess the technical expertise to bring our products to market.

     We are finishing work on our first application service, health and overall
wellness and believe that we 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 personal 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. We also plan to offer pre-operative processing
support.

     We are planning to work on drug ASPs to enhance data for real trials and
encourage and remind patients to take all their prescriptions on a timely and
complete basis. This important data, on an ever-increasing number of patients
for that particular drug or course of treatment, is of great value.

     Consumers will be able to access the Company's Internet medical site,
www.medicocenter.com, and receive an individualized assessment based on their
current health level and a nutritional plan designed to enhance the quality of
their life and well being in the future. If, for example, a consumer has
concerns about the onset or worsening of high blood pressure, he or she can
engage in an interactive dialogue with the ASP to establish signposts to gauge
the extent of the problem in conjunction with their physician. Following this, a
detailed list of preventive measures and chronic treatment support will be
provided to allow the consumer alternative choices as to a course of action best
suited to their life situation. Our interactive website is not yet operational
although operations are expected to begin imminently.

PRODUCT DIFFERENTIATION

     The methodology of empowering the consumer, vis-a-vis their own health
needs, broadens the overall health sector knowledge base and allows for
intelligent, well thought out courses of action by the consumer when dealing
with their professional health provider. Each of the applications is uniquely
tailored to the particular needs of that consumer and their areas of concern.



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     Our on-line medical services will be interactive, a dialogue between the
consumer and the applications. Our goal is to position us so that, in the
e-healthcare sector, our services are always perceived as being a rich and
diverse source of information in a user friendly, interactive, individualized
format. The clarity and consistency of that message will be monitored on an
ongoing basis so that it meshes seamlessly with the changing needs and concerns
of the consumer pool.

     There are over 15,000 health-based internet sites as reported by Business
2.0 magazine, in its March 1999 edition. Almost all of these are what Jupiter
Communications dubbed "informational" i.e., they are one-way content providers
and serve essentially the function of being an electronic medical encyclopedia.
A few are transactional such as on-line pharmacies. The e-healthcare industry is
adopting new business models and we believe that these new trends will provide
significant investment opportunities.

     According to Forrester Research, the ASP market is expected to grow to more
than $21 billion in 2001. Forrester defines an application server as a software
server product that supports individual users with an integrated group of
computer capabilities. (June 2000). The message from the aforementioned report
was that, consumers are seeking alternative choices

     The ASP system works as a communication program, which accumulate data for
individuals through a question and answer interface, much like mimicking the
Patient/Doctor interaction.

     The ASP then accesses our inference engine, a knowledge database that is
able, using an artificial intelligence, to tie together diverse groups of facts,
which will generate a report to the consumer. We are a proprietary Application
Service Provider in the Business to Consumer, otherwise known as the "B-2-C,"
segment. Currently we find our product to be unique in this segment of consumer
e-healthcare.

     One of the large players in e-healthcare, e-MedSoft.com, describes
themselves as providing management systems for health care companies. That
system allows professionals (not the average consumer), in different locations,
to access health care data from anywhere with an Internet hook-up. The Trizetto
Group is also in the Business-to-Business segment. Neither of these companies
addresses the final consumer, the segment that we will be servicing.

     The major limiting factor in this industry is that, at present, the
aforementioned companies' solutions are too expensive for the average consumer.
Our applications hope to remedy this situation. Although e-Medsoft.com, Trizetto
and others may evolve to deal with consumers, we that will take place only in
the future as they are now engaged in putting new web sites onto their existing
systems as opposed to new systems designed specifically for the new consumer
trends. Significant corporate settlement of healthcare costs may be available to
our Medicocenter web site to link our consumers with professional organizations
i.e. Insurance company payments etc. that pay for health expenditures. This
should be a mutually beneficial arrangement as the insurance company will have
better educated customers making more intelligent wellness choices. SWORD gains
by having a solid fee base.



                                       5
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PRODUCT MARKET

     The business model we developed takes into account a number of features of
the new consumer empowerment for healthcare:

     A recent American Medical Association survey that shows fewer than 40
percent of doctor's use the Web as part of their practice contrasts with the
fact that more than 100 million consumers are looking to the Internet for health
information. Health Information on-line is a huge and growing segment of the
Healthcare industry, whose sales are predicted to rise to $10 billion by the
year 2004. In the same release (Jupiter Communications Inc. January 2000)
reported that 45% of on-line consumers access the Internet for health
information.

     We believe that the consumer "dependency" on the medical system is shifting
to a self-directed model as healthcare budgets and patient tolerance erodes. The
article entitled Patients, Heal Thyselves by Lindsey Arent (May. 20, 1999)
states "If the researchers at the Center for Future Health have their way, your
yearly checkup could be a thing of the past." We believe our ASP will be part of
this gradual change of the healthcare consumer's attitude.

MARKETING AND SALES

     The first application service, health and overall wellness, is currently
expected to be available by the 2rd quarter of 2002. The marketing plan for the
first year of operations is to concentrate on the North American market and to
focus, particularly during the balance of this year, on opportunities that have
been identified for or by the top pharmaceutical companies. We will try to
complete formal contracts with a few of the major pharmaceutical companies, and
also market directly to consumers on an annual fee or pay per use basis.

     Initially, our interactive health service applications will be promoted
primarily via our web site, internet on-line advertising and by an aggressive
effort to recruit specific web communities (a group of like minded Internet
users with similar interests) that are health and well being oriented.
Co-parenting, the joining of two products/services or ideas presented as a
single corporate message, will be employed in tandem with major medical and not
for profit organizations to raise the profile of our offering. As interest grows
commensurately, we will employ a wider choice of media outlets to promote our
website, Medicocenter.com



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     Based on our internal financial and marketing studies, we believe that our
sales targets are achievable taking into account market trends and the quality
of our products. We alresdy have revenue from internet site hosting and software
consultations, and expect to generate further revenues from our ASPs during
fiscal 2002. The latter source, we expect will become our primary revenue
producer. We anticipate that our monthly rate of expenditures, once we commence
sales, will be approximately $60,000 and $80 000 depending on such variables as
our level of advertising and marketing.

     SWORD will attempt to generate funds in a number of ways. As previously
mentioned, we already earn revenue from Internet hosting and software
consulting. Our APS's, with which we expect to generate the bulk of our income
in the future, will be available to the individual consumer for an annual fee.
This might be a flat fee or a graded fee based on consumer usage. Also,
consumers could access an individual ASP on a pay per use basis.

     We will also be soliciting pharmaceutical and other healthcare corporations
to purchase advertising space on our website, a natural fit as the consumers
accessing our website will be interested in health and wellness. As various ASPs
come on line we will gear our sales efforts to mesh the individual ASP to the
Company whose market is the specific area covered by that particular ASP.

     SWORD is planning to hold discussions with insurance carriers to have them
pay the company directly for their customer's use of our medical site. This
should be a mutually beneficial arrangement, as the insurance company will have
better educated customers, making more intelligent wellness choices and saving
their corporations money in the future. The Company gains by having a solid
steady fee base.

     We also hope to enter into agreement with pharmaceutical and other health
care corporations to sell them the raw data we collect, i.e. number of people
with questions relating to a specific illness, how many people on our database
have pre-operative problems etc.

LEGAL PROCEEDINGS

     We are not involved in any material legal proceedings

EMPLOYEES

     Contracts for officers and employees, have not yet been signed.

     At the current time the following five officers are its only employees:

     MR. ANTHONY IERFINO, President and CEO, devotes 4 1/2 days a week to SWORD
Comp- Soft Corp. He is involved in all technical aspects of the business as well
as overall strategic and financial planning. He devotes one day a week to his
other company, Payment Central. There are no conflicts of interest that have
arisen between SWORD and his other company.

     MR. LEONARD STELLA, Chief Operating Officer, devotes 1 1/2 days a week to
the Company. He is involved with financial planning and oversight as well as
contributing to overall strategy. As he is also the Chief Operating Officer of
our parent corporation, Millenia Hope Inc., conflicts of interest do not arise.



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     DR. CHRISTOS TSOUKAS, devotes a total of 1 day a week to the company. His
medical expertise is applied to our ASP's both in the reviewing of and adding to
our health care database. To date, no conflicts of interest have arisen between
Dr. Tsoukas' work for SWORD and his job at the McGill AIDS Center.

     DR. RAAFAT SAADE, devotes 3 1/2 days a week to SWORD. He is responsible for
the coordination and collation of data and information in order to get the ASP's
onto the Internet. As SWORD has recently taken up more of his working time, he
has cut back, on his other work and lectures, to accommodate this.

     MR. ABDULMAJID SHARIF, works 4 days a week for SWORD. His expertise is in
the physical running of all our computer networks, both software and hardware.
He, together with Dr. Saade and Mr. Ierfino, is responsible for bringing a
quality product to the consumer. Mr. Sharif's other consulting work is not an
impediment to nor is it in the same area as the SWORD work.

     Although the aforementioned five officers, to a greater or lesser extent,
do not work full time for SWORD; each one devotes an adequate amount of time to
accomplish his role in the corporate structure. Whenever it is necessary, each
of these officers puts in work time over and above their regularly scheduled
workday.

ITEM 2 DESCRIPTION OF PROPERTIES

     Our facilities are located in approximately 800 square feet of leased
office space located at 4055 St. Catheirne St. West, Suite 133, Montreal, Quebec
at an annual rent of $18,000 to June 2005 renewable for another 5 years at that
time

ITEM 3 LEGAL POCEEDINGS

     None

ITEM 4 ITEMS SUBMITTED TO A VOTE OF SECURITY HOLDERS

     Not applicable

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

(a)  Market in Formation

     At current there is no public market for Sword Comp-Soft Corp.shares. The
     company has filed, via its market maker, documentation with the NASD to
     allow it to be traded on the public market.



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     Of the 47,110,000 shares of common stock outstanding, 34,110,000 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 ofcertain 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 201 holders of the Company's common
stock.

(c)  Dividends

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

(d) Recent Sales of Unregistered Securities.

Common Stock

     In March/April 2000 Sword sold 11,000,000 common shares at a price of
$0.025 under the exemption from registration under Regulation D, Rule 504 for
U.S. persons and Regulation S for non-U.S. persons.

     In May 2000 Sword exchanged 35,700,000 common shares with, Millenia Hope
Inc. in a non-public transaction pursuant to the exemption contained in section
4(2). In return it received 5,000,000 common shares of Millenia Hope Inc. valued
at $0.0036 per share and 5,000,000 warrants entitling them to purchase one
common share per one warrant for $2 up to May 29, 2003.

     In September 2001 Sword sold 30,000 shares at a price of $4 per share
pursuant to its Registration Statement. These shares were sold under the
exemption contained in Regulation S.

     In November 2001, Sword sold 380,000 shares at a price of $0.50 per share.
These shares were sold under the exemption contained in Regulation S.


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(a)  Common or Preferred Stock

     The Company is authorized to issue 70,000,000 shares of Common Stock,
$0.0001 par value, of which 47,110,000 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.

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.


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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.

     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.

     On May 29,2000, Millenia Hope Inc. acquired thirty-five million seven
hundred thousand (35,700,000) shares of SWORD COMP-SOFT INC., this being the 76%
of SWORD's issued capital, in exchange for five million (5,000,000) common
shares, valued at$129,478 based on the net tangible asset value of Millenia Hope
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).

     We hope to benefit from our relationship with Millenia Hope, Inc., our
controlling shareholder, in several ways. Millenia's scientific advisory
committee, comprised of MD'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 ASPs.
Further, their breadth of knowledge and varied specializations should help to
generate ideas and data to aid in the production of other medical ASPs.


                                       11
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     Also, Mr. Leonard Stella, Chief Operating Officer of Millenia Hope, fills
the same post at Sword, as well as sitting on the Board of Directors. This
allows Sword to benefit from Mr. Stella's fiscal expertise and Millenia's
guidance in its financial transactions and decisions. Millenia Hope will not
charge any extraneous administrative fees or download any nondirectly incurred
expenses by SWORD onto its subsidiary.

     As Sword states in its Registration Statement, accepted on July 16, 2001,
although our products have worldwide application, the marketing plan for the
first year of operations is to cencentrate on the North American market and to
focus, particularly during the balance of this year, on significant
opportunities that have been identified for or by twenty of the top companies.
Sword's target market is the major pharmaceutical companies.

     Sword has already started to generate revenue and has, at the end of 12
months, generated sufficient revenues to break even. By the end of its second 12
month period, Sword per its best estimate, expects to generate a net profit.

     Sword's registration statement with the Security and Exchange Commission
was accepted on July 16, 2001 and it is now 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.

     On August 31, 2001, Mr. Raymond Roy joined the Board of Directors as an
outside director.

Year ended November 30, 2001 Compared to Year Ended November 30, 2000.

     Total revenue for 2000 was $272,494 and had associated direct costs of
$208,002 compared to $267,625 in revenue for the same period in 2001 and
associated costs of $198,958 .

     Selling, general and administrative and amortization expenses in 2000 were
$35,955 and $38,995 for 2001.

     We had marketing expenses of $43,545 in year 2000. In 2001 it was only
$3,104,the reason being as follows. In 2000 we had initial marketing expenses
that did not recur in 2001.


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     As a result of the foregoing we incurred a net loss of $57,777 for the year
2000, compared to a loss of only $1,679 for the year 2001.

Liquidity and Capital Resources

     Net cash utilized from financing, operating and investing activities from
December 01, 2000, through November 30, 2001, was $15,700. At November 30, 2001,
we had an accumulated deficit from operating activities of $67,378.

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 of 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. Director and Executive Officers

(a)  Directors and Executive Officers

Name                               Age      Title
----                               ---      -----
Anthony Ierfino                    25       President & CEO, Director

Leonard Stella                     39       Chief Operating Officer,
                                            Director

Dr. Christos Tsoukas, C.M.,M.D.,   52       Vice-President - Scientific
F.R.C.P., F.A.C.P                           Research and Development

Abdulmajid Sharif                  25       Chief Technical Officer,
                                            Director

Dr. Raafat G. Saade                36       Vice-President - Data Information,
                                            Director

Mr. Raymond Roy                    51       Director

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MR. ANTHONY IERFINO, PRESIDENT/CEO - DIRECTOR

     Mr. Ierfino received his Bachelor of Arts degree in Computer Science from
Concordia University in 1996. In 1998 he received his Microsoft certificate as a
systems Engineer. Mr. Ierfino combines expert knowledge in both Internet servers
and Networks. He is highly accomplished in hardware installations, routing,
set-up, support, etc. of the above. That being said, his main expertise is in
the Security field for both networks and the Internet. He has served as the head
of Network Administration for Bell Sygma International, 1997-2000, as well as
administration of over 140 Internet Web sites for Mila Consultants, 1996-1997.
He also heads his own firm, Payment Central Inc that specializes in security and
authorization of both credit card payment and wire transfers via voice
recognition.

MR. LEONARD STELLA, COO - DIRECTOR

     Mr. Stella has a Bachelor of Arts from McGill University, and received his
Graduate Diploma in Administration from Concordia University. From 1984-1985 he
was the assistant administrator of the Mt. Sinai Hospital. In 1986 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 to date. In 1998 he was one of the
founding partners and has the position of Chief Operating Officer of Millenia
Hope Inc., a Delaware company, specializing in the biotechnology field, that is
publicly traded on the NASD's OTC Bulletin Board. To Sword, he brings his
administration and management skills and expertise in working for public
companies, and with venture capitalists and public relations firms.

DR. CHRISTOS TSOUKAS, VICE PRESIDENT OF RESEARCH AND DEVELOPMENT

     Dr. Tsoukas received his Bachelor of Science degree from McGill University
and his Medical degree from the University of Athens in 1975. In 1982 he was
granted a specialization in Immunology from McGill University. Since 1982 he has
been a full professor at McGill University. Since 1990, he has been the
Associate Director of the McGill AIDS Center. Dr. Tsoukas is considered a leader
in the development of clinical trials on AIDS as well as being one of the
founders of the HIV treatment unit at the Montreal General Hospital. Also
involved with the World Hemophilia Federation, he has been the guest speaker at
many international symposia and is the author of many learned publications.


                                       14
<PAGE>

DR. RAAFAT G. SAADE - VICE PRESIDENT - DATA & INFORMATION - DIRECTOR

     Dr. Saade received his Bachelor of Engineering from Concordia University in
1987. This was followed by his Master's in 1990 and his Ph.D. in Engineering in
1995, all from the same Institution. Dr Saade has broad expertise in computer
modeling, expert systems and interactive programming, with emphasis on the
fields of health and nutrition. Dr. Saade has worked on a wide variety of
projects for several corporations and Universities from 1988 to the present.
These included simulation models for various corporations between 1990-1993,
interactive computer aided learning system for McGill University from 1995-1996
and, more recently, the development of intelligent systems for data
interpretation for Aymss Medical Systems in 1997-1998 and a medical decision
support system for the Internet for Global Netcare (NASDAQ: OTC BB -GBCR) during
1998 and 1999. In 1999-2000 he was involved with a joint project with Harvard
University to develop a risk assessment program for osteoporosis. Dr. Saade has
published over 60 reports, projects and referred papers and continues to lecture
to Industry and Universities.

MR. ABDULMAJID SHARIF, CTO (CHIEF TECHNICAL OFFICER)

     Mr. Sharif received his Bachelor of Science with honors in Physics and
Mathematics from McGill University in 1997. Mr. Sharif has extensive and
in-depth knowledge in both the software and hardware areas. He has served as the
technology advisor to McGill University; Faculty of Science Computer Taskforce
from 1997-1999 as well as the Faculty of Arts Computer Networking from
1997-1999. In 1999 he received his Microsoft certificate as a Systems Engineer
and as a professional and Internet expert. Since 1995, Mr. Sharif has worked in
various faculties and projects for McGill University. He is an expert in
Internet technologies: World Wide Web, FTP, Internet Groupware with a highly
specialized expertise in Internet Security. As well, Mr. Sharif has extensive
knowledge in the field of networking and the integration of heterogeneous
networks.

MR. RAYMOND ROY - DIRECTOR

Mr. Roy received his Bachelor of Commerce degree with specialization in
Accounting and Finance from Sir George Williams University in 1974.  In 1975 he
received his Canadian Securities License.  From 1971-1977 he worked the money
market and bond department of McLeod, Young and Wier.  From 1978-1985 he was the
manager of the Institutional Bond Department of Midland Doherty.  From 1986-1990
he worked as a senior trader in bonds and money market funds for both Osler Inc.
and the Royal Bank of Canada.  From 1991-1994 he was the manager of the
Institutional Money Market for both Marleau Lemire and Whaelen Beliveau.  Since
1995 he has been self employed as a money market consultant specializing in
derivatives for the Montreal Stock Exchange.  Mr. Roy, as evidenced by his broad
financial acumen, will aid Sword greatly in matter relating to the financial
markets, funds managements and overall fiscal soundness.

(b)  Significant Employees
     None


                                       15
<PAGE>

(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 COMPENASATION

(a)  General
     None

(b)  Compensation Table of Directors
     Not applicable

(c)  Options/SAR Grants table
     Not applicable

(d)  Long term incentive plan award table
     Not applicable

(e)  Compensation of directors

(f)  Directors do not receive any compensation for services as memebres of the
     board of directors

(g)  Report on Repricing of options/SAR
     Not applicable

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of Novemebr 30, 2001, information
regarding the beneficial ownership of our common stock based upon the most
recent information available to us for

     o    each person known by us to own beneficially more than five (5%)
          percent of our outstanding common stock,

     o    each of our officers and directors and

     o    all of our officers and directors as a group.


                                       16
<PAGE>

     Each stockholder's address is c/o Sword Comp-Soft Inc., 4055 St. Catherine
Street West, Suite 133, Montreal, Quebec, CANADA, H3Z 3J8

                               Number Of
                              Shares Owned
Name                          Beneficially         % of Total
----                          ------------         ----------
Millenia Hope, Inc.           32,700,000             69.41%
Anthony Ierfino (1)              120,000                 *
Leonard Stella (2)               120,000                 *
Abdulmajid Sharif (3)            120,000                 *
Christos Tsoukas (4)             120,000                 *
Raafat Saade (5)                 120,000                 *

All Officers and Directors       600,000              1.27
as a Group (5 persons)

* less than 1%

(1)  President and CEO - Director

(2)  Chief Operating Officer - Director

(3)  Chief Technical Officer_ Director

(4)  Vice President - Research and Development

(5)  Vice President - Data & Information - Director

EXECUTIVE COMPENSATION

     From our inception on November 2, 1998, through the period ended November
30, 2001, no compensation was paid to any of our executive officers.

     The company has a note payable with Claude Villeneuve, a shareholder, which
is unsecured. The note has a term of one year bearing interest in the amount of
7% per annum. The amount at November 30, 2001 including interest is $211,381.



                                       17
<PAGE>

Item 13. Financial Statements and Exhibits.

(a)  List of Financial Statements filed herewith.

     Millenia Hope Inc
     (A company in the development stage)

     Independent Auditors' Report

     Balance Sheet (11/30/01 and 11/30/00)

     Statement of Operations (Year ended 11/30/01 and 7 months ended 11/30/00
     and from inception to 11/30/01)

     Statement of Shareholders' Equity (Year ended 11/30/01 and 7 months ended
     11/30/00 and from inception to 11/30/01)

     Statement of Cash Flows (Year ended 11/30/01 and 7 months ended 11/30/00
     and from inception to 11/30/01)

     Summary of Significant Accounting Policies (year ended 11/30/01)

     Notes to the Finance Statements (year ended 11/30/01)

(b)  List of Exhibits.


                                       18
<PAGE>


                              Sword Comp-Soft Corp.
                      (A Company in the Development Stage)

                              Financial Statements
                                November 30, 2001


<PAGE>


Sword Comp-Soft Corp.
(A Company in the Development Stage)



Financial Statements
November 30, 2001












Contents


Auditors' Report - Current Year                                                1

Auditors' Report - Prior Years                                                 2

Balance Sheet                                                                  3

Statement of Shareholders' Equity                                              4

Statement of Operations                                                        5

Statement of Cash Flows                                                        6

Notes to Financial Statements                                             7 - 12


<PAGE>


Auditors' Report


To the Board of Directors and Shareholders of
Sword Comp-Soft Corp.
(A Company in the Development Stage)


We have audited the accompanying balance sheet of Sword Comp-Soft Corp. (a
company in the development stage) as at November 30, 2001 and the related
statements of operations, shareholders' equity and cash flows for the year then
ended and for the period from inception (November 2, 1998) 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 financial statements for the period from November 2, 1998
(inception) to November 30, 2000 (not presented separately herein except for the
statement 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 financial statements for the period from
November 2, 1998 (inception) to November 30, 2000 reflect a cumulative net loss
of $69,231. 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 November 2, 1998 (inception) to
November 30, 2000, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as at November 30,
2001 and the results of its operations and its cash flows for the year then
ended and from November 2, 1998 (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
Sword Comp-Soft Corp.
(A Company in the Development Stage)


We have audited the accompanying balance sheet of Sword Comp-Soft Corp. (a
company in the development stage) as at November 30, 2000 and the related
statements of operations, shareholders' equity (deficiency) and cash flows for
the seven months ended November 30, 2000, the twelve month period ending April
30, 2000 and from November 2, 1998 (inception) through November 30, 2000 (the
cumulative amounts in the statements of operations, shareholders' equity
(deficiency) and cash flows for the period from November 2, 1998 (inception)
through 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 audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sword Comp-Soft Corp. as at
November 30, 2000, and results of its operations and its cash flows for the
seven months ended November 30, 2000, the twelve month period ending April 30,
2000 and from November 2, 1998 (inception) through 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>




Sword Comp-Soft Corp.
(A Company in the Development Stage)

Balance Sheet
As At November 30, 2001

<TABLE>
<CAPTION>
                                                                     2001                2000
===============================================================================================
Assets
Current
<S>                                                                <C>                 <C>
      Cash                                                       $    --             $  14,140
      Accounts receivable (note 4)                                  29,677                --
      Notes receivable (note 5)                                    354,925             322,792
-----------------------------------------------------------------------------------------------


                                                                   384,602             336,932

Fixed Assets (note 6)                                               50,527              67,425

Investment in Parent Company, at cost                              129,478             129,478
-----------------------------------------------------------------------------------------------

                                                                 $ 564,607           $ 533,835
===============================================================================================
Liabilities
Current

      Bank indebtedness                                              1,560                --
      Accounts payable and accrued liabilities (note 7)             18,097               2,249
      Note payable (note 9)                                        211,381             196,338
-----------------------------------------------------------------------------------------------

                                                                   231,038             198,587
Commitment (note 8)

Shareholders' Equity

Common Stock, $.0001 par value; authorized
   70,000,000 shares                                                 4,711               4,670

Paid in Capital                                                    709,768             399,809

Share Subscriptions Receivable (note 10)                          (310,000)               --

Deficit Accumulated During the Development Stage                   (70,910)            (69,231)
-----------------------------------------------------------------------------------------------

                                                                   333,569             335,248
-----------------------------------------------------------------------------------------------

                                                                 $ 564,607           $ 533,835
===============================================================================================
</TABLE>

See accompanying notes

Approved on Behalf of the Board:

                                          Director
-----------------------------------------

                                          Director
-----------------------------------------


                                             - 3 -


<PAGE>



Sword Comp-Soft Corp.
(A Company in the Development Stage)

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

<TABLE>
<CAPTION>
                                                                       Common Stock
                                                        ---------------------------------------
                                                          Shares        Par Value        Amount
------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>             <C>

Balance - Beginning November 2, 1998

                                                                --            --         $   --
April 30, 2000 sale of common stock                     10,400,000        0.0001          1,040

April 30, 2000 settlement of equipment purchase            600,000        0.0001             60

Net loss from inception (November 2, 1998) to
  April 30, 2000                                                --            --             --
------------------------------------------------------------------------------------------------

Balance - April 30, 2000                                11,000,000        0.0001          1,100

May 29, 2000 issue of shares in exchange for
  5,000,000 shares of Millenia Hope, Inc.               35,700,000        0.0001          3,570

May 31, 2000 collection of subscription receivable              --            --             --

June 30, 2000 collection of subscription receivable             --            --             --

Net loss - seven months ended November 30, 2000                 --            --             --
------------------------------------------------------------------------------------------------



Balance - November 30, 2000                             46,700,000        0.0001          4,670

September 15, 2001 issue of common stock                    30,000        0.0001              3

November 21, 2001 issue of common stock                    380,000        0.0001             38

Net loss -year ended November 30, 2001                          --            --             --
------------------------------------------------------------------------------------------------


Balance - November 30, 2001                             47,110,000       $0.0001         $4,711
================================================================================================
<CAPTION>
                                                                                        Accumulated
                                                                                          Deficit
                                                                          Share         during the           Total
                                                         Paid in      Subscriptions     Development       Shareholders'
                                                         Capital       Receivable          Stage             Equity
--------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>              <C>                <C>
 Balance - Beginning November 2, 1998


                                                              --             --        $      --          $      --
April 30, 2000 sale of common stock                      258,961       (103,739)              --            156,262

April 30, 2000 settlement of equipment purchase           14,940             --               --             15,000

Net loss from inception (November 2, 1998) to
  April 30, 2000                                              --             --          (11,454)           (11,454)
--------------------------------------------------------------------------------------------------------------------

Balance - April 30, 2000                                 273,901       (103,739)         (11,454)           159,808

May 29, 2000 issue of shares in exchange for
  5,000,000 shares of Millenia Hope, Inc.                125,908             --               --            129,478

May 31, 2000 collection of subscription receivable            --         20,408               --             20,408

June 30, 2000 collection of subscription receivable           --         83,331               --             83,331

Net loss - seven months ended November 30, 2000               --             --          (57,777)           (57,777)
--------------------------------------------------------------------------------------------------------------------

Balance - November 30, 2000                              399,809             --          (69,231)           335,248

September 15, 2001 issue of common stock                 119,997       (120,000)              --                 --

November 21, 2001 issue of common stock                  189,962       (190,000)              --                 --

Net loss -year ended November 30, 2001                        --             --           (1,679)            (1,679)
--------------------------------------------------------------------------------------------------------------------


Balance - November 30, 2001                             $709,768      $(310,000)       $ (70,910)         $ 333,569
====================================================================================================================
</TABLE>

See accompanying notes


                                     - 4 -


<PAGE>




Sword Comp-Soft Corp.
(A Company in the Development Stage)

Statement of Operations
For the Year Ended November 30, 2001

<TABLE>
<CAPTION>
                                                                                                               From inception
                                                     Twelve months      Seven months        Twelve months    (November 2, 1998)
                                                         ended              ended               ended                to
                                                     November 30,       November 30,          April 30,         November 30,
                                                         2001               2000                2000                2001
===============================================================================================================================

<S>                                                 <C>                <C>                <C>                <C>
Revenues                                            $    267,625       $    272,494       $         --       $    540,119


Cost of Revenues                                         198,958            208,002                 --            406,960
-------------------------------------------------------------------------------------------------------------------------------

                                                          68,667             64,492                 --            133,159
-------------------------------------------------------------------------------------------------------------------------------


Operating Expenses

      Marketing                                            3,104             43,545                 --             46,649
      Rent                                                21,390             11,870                 --             33,260
      Professional fees                                   15,222             32,832                 --             48,054
      Selling, general and administrative                 20,162             29,378             11,454             60,994
      Amortization                                        18,833              6,577                 --             25,410
-------------------------------------------------------------------------------------------------------------------------------

                                                          78,711            124,202             11,454            214,367
-------------------------------------------------------------------------------------------------------------------------------

Operating Loss                                           (10,044)           (59,710)           (11,454)           (81,208)
-------------------------------------------------------------------------------------------------------------------------------

   Interest income - related party (note 9)               10,180                 --                 --             10,180
   Interest income                                            --              2,251                 --              2,251
   Interest income - parent company                       12,765              2,187                 --             14,952
   Interest expense                                      (14,580)            (2,505)                --            (17,085)
-------------------------------------------------------------------------------------------------------------------------------

                                                           8,365              1,933                 --             10,298
-------------------------------------------------------------------------------------------------------------------------------

Net Loss                                            $     (1,679)      $    (57,777)      $    (11,454)      $    (70,910)
===============================================================================================================================

Basic weighted average number of common
   shares outstanding                                 46,715,616         41,862,650             30,137         23,114,248

Basic Loss Per Common Share                         $   (0.00003)      $    (0.0014)      $    (0.3800)      $    (0.0031)
===============================================================================================================================
</TABLE>


See accompanying notes


                                      - 5 -
<PAGE>


Sword Comp-Soft Corp.
(A Company in the Development Stage)

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

<TABLE>
<CAPTION>
                                                                                                                  From inception
                                                                                                                   (November 2,
                                                             Twelve months    Seven months     Twelve months           1998)
                                                                 ended            ended            ended                to
                                                              November 30,     November 30,      April 30,         November 30,
                                                                  2001             2000             2000                2001
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                          <C>               <C>               <C>               <C>
Funds Provided (Used) -
    Operating Activities
        Net loss                                             $  (1,679)        $ (57,777)        $ (11,454)        $ (70,910)
           Amortization                                         18,833             6,577                --            25,410
           Accrued interest expense - note payable              14,580             2,505                --            17,085
           Accrued interest income - notes receivable          (22,945)           (4,438)               --           (27,383)
---------------------------------------------------------------------------------------------------------------------------------

                                                                 8,789           (53,133)          (11,454)          (55,798)
        Increase - Accounts receivable                         (29,677)               --                --           (29,677)
        Increase (Decrease) - Accounts payable                  15,848            (4,603)            6,852            18,097
---------------------------------------------------------------------------------------------------------------------------------

                                                                (5,040)          (57,736)           (4,602)          (67,378)
---------------------------------------------------------------------------------------------------------------------------------

    Investing Activities
        Notes receivable                                        (9,188)         (318,354)               --          (327,542)
        Additions to fixed assets                               (1,935)          (59,002)               --           (60,937)
---------------------------------------------------------------------------------------------------------------------------------

                                                               (11,123)         (377,356)               --          (388,479)
---------------------------------------------------------------------------------------------------------------------------------

    Financing Activities

        Issue of capital stock                                      --                --           156,262           156,262
        Payment of common stock subscriptions receivable            --           103,739                --           103,739
        Note payable                                               463           193,833                --           194,296
---------------------------------------------------------------------------------------------------------------------------------

                                                                   463           297,572           156,262           454,297
---------------------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash and Cash Equivalents               (15,700)         (137,520)          151,660            (1,560)
Cash and Cash Equivalents
    Beginning of Period                                         14,140           151,660                --                --
---------------------------------------------------------------------------------------------------------------------------------

    End of Period                                            $  (1,560)        $  14,140         $ 151,660         $  (1,560)
=================================================================================================================================
</TABLE>

See accompanying notes


                                     - 6 -


<PAGE>



Sword Comp-Soft Corp.
(A Company in the Development Stage)


Notes to Financial Statements
From Inception (November 2,1998)
to November 30, 2001


1.   Organization and Basis of Presentation

     Sword Comp-Soft Corp. (the "Company") was incorporated in the State of
     Delaware on November 2, 1998. The Company's objective is to be an
     Application Service Provider in the E-Health sector providing on-line
     interactive health services through the internet. The Company 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 or license its technologies to third
     parties to generate sufficient recurring revenues to pay its operating
     costs and complete the development of its technologies.

     Sword Comp-Soft Corp. prepares its financial statements in accordance
     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.

     These 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. 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 note payable
     approximate their fair values due to the short-term nature of these
     instruments.


                                     - 7 -


<PAGE>


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

     Impairment of Long-Lived Assets

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

     Cash and Cash Equivalents

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

     Amortization

     On the straight-line method -

         Computer equipment                                             3 years
         Leasehold improvements                                         5 years

      Repairs and maintenance are charged to operations as incurred,
      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's sources of revenue are expected to be from 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 revenues recognized to date are software consultation and
     internet site hosting.


                                     - 8 -
<PAGE>


Sword Comp-Soft Corp.
(A Company in the Development Stage)


Notes to Financial Statements
From Inception (November 2,1998)
to November 30, 2001



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

     Revenue Recognition (Cont'd)

     Revenue, in respect of all the services described, is recognized on
     completion of services. Management believes that Sword Comp-Soft Corp.'s
     revenue recognition practices are in conformity with the guidelines of SAB
     101.

     Foreign Exchange

     Foreign currency accounts have been translated 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 the basic loss per share based on
     the weighted-average number of common shares outstanding during the
     relevant periods.

     Fiscal Year Change

     During November 2000, the Company changed its fiscal year from April 30 to
     November 30, which is the fiscal year of its parent company, Millenia Hope
     Inc. These changes did not have a material impact on the Company's
     financial statement.

     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 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.


                                     - 9 -
<PAGE>


Sword Comp-Soft Corp.
(A Company in the Development Stage)


Notes to Financial Statements
From Inception (November 2,1998)
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 reported a net loss
     of $1,679 for the year ended November 30, 2001, a net loss of $57,777 for
     the seven months ended November 30, 2000 and a net loss of $11,454 for the
     twelve months ended April 30, 2000. Since inception (November 2, 1998) to
     November 30, 2001, the Company has reported a net loss of $70,910. As
     reported on the statement of cash flows, the Company incurred negative cash
     flows from operating activities of $5,040 for the year ended November 30,
     2001, negative cash flows from operating activities of $57,736 for the
     seven months ended November 30, 2000 and negative cash flows from operating
     activities of $4,602 for the twelve months ended April 30, 2000. Since
     inception (November 2, 1998) to November 30, 2001, the Company incurred
     negative cash flows from operating activities of $67,378. To date, this has
     been financed principally through the sale of common stock and borrowings
     from related parties amounting to $260,001 and $211,381 respectively.

     Management has continued to develop a strategic plan to establish a
     management team, maintain reporting compliance and seek new expansive areas
     in the on-line healthcare sector. Management anticipates that additional
     investments will be needed to develop an effective sales and marketing
     program before the organization will generate sufficient cash flow from
     operations to meet current operating expenses and overhead. Certain
     shareholders and directors have committed to fund any operating cash flow
     shortage during the next fiscal year until the organization can generate
     sufficient funds from operations to meet current operating expenses and
     overhead.


4.   Accounts Receivable

     The accounts receivable balance of $29,677 is receivable in Canadian
     currency (Cdn$46,000).


5.   Notes Receivable

<TABLE>
<CAPTION>
                                                                           2001               2000
=====================================================================================================

<S>                                                                      <C>                <C>
      Note receivable, parent company                                    $196,830           $182,358
      Notes receivable, minority shareholders                                  --            140,434
      Notes receivable, related party (note 9)                            158,095                 --
-----------------------------------------------------------------------------------------------------

                                                                         $354,925           $322,792
=====================================================================================================
</TABLE>

     The notes receivable are unsecured, bear interest at 7% and mature on
     November 30, 2002.


                                     - 10 -
<PAGE>


Sword Comp-Soft Corp.
(A Company in the Development Stage)


Notes to Financial Statements
From Inception (November 2,1998)
to November 30, 2001


6. Fixed Assets

<TABLE>
<CAPTION>
                                                                         2001                 2000
-----------------------------------------------------------------------------------------------------

<S>                                                                    <C>                   <C>
      Computer equipment                                               $72,219               $70,284
      Leasehold improvements                                             3,717                 3,717
-----------------------------------------------------------------------------------------------------

                                                                        75,936                74,001
      Accumulated amortization                                          25,409                 6,576
-----------------------------------------------------------------------------------------------------

                                                                       $50,527               $67,425
=====================================================================================================
</TABLE>

7.   Accounts Payable and Accrued Liabilities

     Included in accounts payable is approximately $14,000 (November 30, 2000 -
     $Nil) payable in Canadian currency (Cdn$21,800).

8.   Commitment

     The Company has entered into a 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.

     Minimum rental payments required under the operating lease that has initial
     or remaining noncancelable lease terms are approximately as follows:

      2002                                                          $   18,000
      2003                                                              18,000
      2004                                                              18,000
      2005                                                              10,500

9.   Related Party Transactions

     Accounts Payable

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

     Note Payable

     The Company has a note payable to a shareholder of its parent corporation,
     Millenia Hope Inc. which is unsecured. The note has a term of one year
     bearing interest at 7% per annum. The amount of the note at November 30,
     2001 and 2000 are $211,381 and $196,338 respectively, which includes
     interest payable.

     Interest expense incurred amounted to $14,580 (November 30, 2000 - $2,505).

     The notes receivable, related party are due from Liquid Asset Corp., a
     Company with a common chief executive officer and director with the parent
     company. On November 30, 2000, Liquid Asset Corp. was not a related party.


<PAGE>


10.  Shareholders' Equity

     On April 30, 2000, the Company in accordance with its private placement
     offering exempt from registration requirements under section 4(2) of the
     Securities Act of 1933 issued 10,400,000 of common shares at $0.025 per
     share. The shares were issued for $156,262 for cash consideration, the
     balance was in exchange for a subscription receivable of $103,739.

     On April 30, 2000, the Company issued 600,000 shares to officers of the
     Company in settlement of computer equipment purchases. The computer
     equipment was capitalized at predecessor cost for an amount of $15,000.

      On May 29, 2000, the Company issued 35,700,000 shares of common stock to
      Millenia Hope Inc. in exchange for 5,000,000 shares of common stock of
      Millenia Hope Inc. and 5,000,000 warrants, each warrant entitling the
      Company to purchase one common share at a price of $2.00 until November
      30, 2004.

     On September 15, 2001, the Company issued 30,000 shares of common stock in
     exchange for a non-interest bearing subscription receivable of $120,000,
     maturing on September 15, 2002.

      On November 21, 2001, the Company issued 380,000 shares of common stock
      for a non-interest bearing subscription receivable of $190,000, maturing
      on November 21, 2002.


11.  Income Taxes

     The Company did not provide any current or future United States federal,
     state or foreign income tax provision or benefit for the period 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.


12.  Comparative Figures

     The financial statements for the seven months ended November 30, 2000 and
     the twelve months ended April 30, 2000 were examined and reported upon by
     another accountant.


<PAGE>

                                   SIGNATURES


In accordance with the requirements of the Securities Exchange Act, this Annual
Report or Amendment was signed by the following persons in the capacities and
on the dates stated:


SIGNATURE                    TITLE                       DATE

Anthony Ierfino       President, Chief               March 15, 2002
                      Executive Officer, Director

Leonard Stella        Chief Operating Officer        March 15, 2002
                            Director
                      (principal financial and
                       accounting officer)

Abdulmajid Sharif     Chief Technical Officer        March 15, 2002
                            Director

Dr. Raafat G. Saade       Vice-President             March 15, 2002
                      Data Information, Director

Mr. Raymond Roy             Director                 March 15, 2002