UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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


(Mark one)
      XX   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---------- ACT OF 1934
                  

                  For the quarterly period ended March 31, 1998

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

         For the transition period from ______________ to _____________

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


                         Commission File Number: 1-12572

                                 MILLENNIA, INC.
        (Exact name of small business issuer as specified in its charter)

       Delaware                                               59-2158586
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                16910 Dallas Parkway, Suite 100, Dallas TX 75248
                    (Address of principal executive offices)

                                 (972) 248-1922
                           (Issuer's telephone number)


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


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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: May 21, 1998: 2,276,907

Transitional Small Business Disclosure Format (check one):    YES       NO X



<PAGE>

<TABLE>
<CAPTION>


                                 MILLENNIA, INC.

                Form 10-QSB for the Quarter ended March 31, 1998

                                Table of Contents


                                                                                     Page
                                                                                     ----
<S>                                                                                   <C>    

Part I - Financial Information

  Item 1   Financial Statements                                                        3

  Item 2   Management's Discussion and Analysis or Plan of Operation                  13


Part II - Other Information

  Item 1   Legal Proceedings                                                          18

  Item 2   Changes in Securities                                                      18

  Item 3   Defaults Upon Senior Securities                                            18

  Item 4   Submission of Matters to a Vote of Security Holders                        18

  Item 5   Other Information                                                          18

  Item 6   Exhibits and Reports on Form 8-K                                           18


</TABLE>

                                                                               2

<PAGE>


<TABLE>
<CAPTION>

Part 1 - Item 1 - Financial Statements

                        MILLENNIA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        March 31, 1998 and June 30, 1997


                                     ASSETS
                                                        (Unaudited)     (Audited)
                                                           March 31,     June 30,
                                                             1998         1997
                                                        -----------    ----------
<S>                                                                             <C>    
Current Assets
   Cash on hand and in bank                             $    37,116    $    54,048
   Marketable securities                                       --             --
   Accounts receivable, net of allowance for doubtful
      accounts of $30,000 and $25,000, respectively         117,158         70,021
   Accrued oil & gas sales                                     --          115,894
   Due from stockholder                                      39,110           --
   Income taxes recoverable                                    --           10,659
   Inventory                                                 84,851        106,440
   Prepaid expenses and other                                 2,201            583
                                                        -----------    -----------

         Total current assets                               280,436        357,645
                                                        -----------    -----------


Oil & Gas Properties, net of accumulated
   depletion of $258,891 and $154,449, respectively       1,651,109      1,774,243
                                                        -----------    -----------


Other Assets
   Investment in affiliated company                        (649,063)       614,281
   Other property and equipment - net                        41,585         26,223
   Other                                                      6,811          6,107
                                                        -----------    -----------

         Total other assets                                (600,667)       646,611
                                                        -----------    -----------


TOTAL ASSETS                                            $ 1,330,878    $ 2,778,499
                                                        ===========    ===========

</TABLE>

                                  - Continued -


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.  The  financial  information  presented  herein has been prepared by
management without audit by independent certified public accountants.


                                                                               3

<PAGE>


<TABLE>
<CAPTION>

                        MILLENNIA, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                        March 31, 1998 and June 30, 1997


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                               (Unaudited)     (Audited)
                                                                March 31,       June 30,
                                                                   1998          1997
                                                              -----------    -----------   
<S>                                                                             <C>     
           
Current Liabilities
   Current portion of long-term debt                          $     3,930    $     3,930
   Cash overdraft                                                  56,515           --
   Accounts payable - trade                                       430,593        215,162
   Due to stockholder and other affiliated entities               722,680        258,800
   Other accrued liabilities and deferred credits                 361,508        260,509
                                                              -----------    -----------

         Total current liabilities                              1,575,226        738,401
                                                              -----------    -----------


Long-term Debt, net of current maturities                       1,594,308      1,594,308
                                                              -----------    -----------


Commitments and Contingencies


Stockholders' Equity
   Preferred stock - $0.00001 par value.  10,000,000 shares
      authorized.  None issued and outstanding                       --             --
   Common stock - $0.0002 par value.  50,000,000 shares
      authorized.  2,276,907 and 2,274,385 issued
      and outstanding, respectively                                   455            454
   Additional paid-in capital                                   6,808,649      6,786,614
   Shares deemed to be treasury stock (-0- and
       84,318 shares, respectively)                                  --          (35,049)
   Retained earnings                                           (8,647,760)    (6,306,229)
                                                              -----------    -----------

         Total stockholders' equity                            (1,838,656)       445,790
                                                              -----------    -----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 1,330,878    $ 2,778,499
                                                              ===========    ===========

</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.  The  financial  information  presented  herein has been prepared by
management without audit by independent certified public accountants.

                                                                               4

<PAGE>

<TABLE>
<CAPTION>

                        MILLENNIA, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
               Nine and Three months ended March 31, 1998 and 1997
                                   (Unaudited)

                                            Nine months    Nine months    Three months  Three months
                                              ended          ended          ended             ended
                                             March 31,      March 31,       March 31,       March 31,
                                               1998           1997            1998           1997
                                            -----------    -----------    -----------    -----------
<S>                                                                             <C>      <C>     

Net Revenues                                $   916,841    $   789,330    $   305,630    $   341,944

Cost of Sales                                   964,402        541,093        377,687        218,205
                                            -----------    -----------    -----------    -----------
                                                (47,561)       248,237        (72,057)       123,739
                                            -----------    -----------    -----------    -----------
Operating Expenses
   Selling expenses                              43,454         42,304         14,695         14,510
   General and administrative expenses          795,973        621,814        447,675        163,995
   Depreciation and depletion                   113,938         58,881         30,868         33,726
                                            -----------    -----------    -----------    -----------
      Total operating expenses                  953,365        722,999        493,238        212,231
                                            -----------    -----------    -----------    -----------

Loss from Operations                         (1,000,926)      (474,762)      (565,295)       (88,492)

Other Income (Expenses)
   Gain (loss) on sales of marketable
      securities and securities of
      affiliated entity                         (62,619)        32,674           --           15,342
   Interest and other income                        550           --               90           --
   Interest expense                            (130,436)       (52,566)       (33,349)       (52,380)
   Equity in loss of affiliated entity       (1,148,100)       (68,854)      (978,016)      (115,508)
                                            -----------    -----------    -----------    -----------

Loss from Continuing Operations
   before Provision for Income Taxes         (2,341,531)      (563,508)    (1,576,570)      (241,038)

Benefit from (Provision for) Income Taxes          --         (144,069)          --          (42,115)
                                            -----------    -----------    -----------    -----------

Loss from Continuing Operations              (2,341,961)      (707,577)    (1,576,570)      (283,153)

Discontinued Operations, net of
   income taxes
   Loss from discontinued operations of
      American Quality Manufacturing
      Corporation, net of income tax
      benefits of $217,000                         --         (566,991)          --             --
   Gain on disposition of American
      Quality Manufacturing Corporation,
      net of income tax provision of
       $539,000                                    --        1,585,566           --             --
                                            -----------    -----------    -----------    -----------
      Income from discontinued operations          --        1,018,575           --             --
                                            -----------    -----------    -----------    -----------

Net Income (Loss)                           $(2,341,531)   $   310,998    $(1,576,570)   $  (283,153)
                                            ===========    ===========    ===========    ===========

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.  The  financial  information  presented  herein has been prepared by
management without audit by independent certified public accountants.


                                                                               5

<PAGE>

<TABLE>
<CAPTION>

                        MILLENNIA, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME - CONTINUED
               Nine and Three months ended March 31, 1998 and 1997
                                   (Unaudited)

                                       Nine months    Nine months   Three months   Three months
                                          ended        ended         ended            ended
                                        March 31,      March 31,     March 31,       March 31,
                                          1998          1997         1998              1997
                                      -----------    -----------    -----------    -------------
<S>                                                                                <C>       

Loss from Continuing Operations       $(2,341,531)   $  (707,577)   $(1,576,570)   $  (283,153)

Income from discontinued operations          --        1,018,575           --             --
                                      -----------    -----------    -----------    -----------

Net Income (Loss)                     $(2,341,531)   $   310,998    $(1,576,570)   $  (283,153)
                                      ===========    ===========    ===========    ===========


Earnings (loss) per weighted-
   average share of common
   stock outstanding
      From continuing operations      $     (1.03)   $     (0.33)   $     (0.69)   $     (0.13)
      From discontinued operations           --             0.48           --             --
                                      -----------    -----------    -----------    -----------
         Total loss per share         $     (1.03)   $      0.15    $     (0.69)   $     (0.13)
                                      ===========    ===========    ===========    ===========

Weighted-average number of shares
   of common stock outstanding          2,275,909      2,127,679      2,276,907      2,199,118
                                      ===========    ===========    ===========    ===========


</TABLE>




The  accompanying  notes are an integral  part of these  consolidated  financial
statements.  The  financial  information  presented  herein has been prepared by
management without audit by independent certified public accountants. 

                                                                               6

<PAGE>

<TABLE>
<CAPTION>

                        MILLENNIA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Nine months ended March 31, 1998 and 1997
                                   (Unaudited)

                                                                 1998          1997
                                                            -----------    -----------
<S>                                                                             <C>   

Cash Flows from Operating Activities
   Net income (loss)                                        $(2,341,531)   $   310,998
   Adjustments to reconcile net income (loss) to
      net cash provided by (used in) operating activities
         Depreciation and depletion                             117,576         58,880
         Provision for doubtful accounts                          5,000         14,500
         Stock issued for director fees                           5,406           --
         (Gain) loss on sales of marketable securities
            and securities of affiliated entity                  62,619        (42,354)
         Equity in earnings (loss) of affiliated entity       1,148,100         66,854
         Discontinued operations                                   --       (1,575,695)
         (Increase) decrease in:
            Accounts receivable                                 (52,137)       (23,505)
            Accrued oil and gas sales                           115,894           --
            Recoverable income taxes                             10,659           --
            Inventory                                            21,589         (1,563)
            Prepaid expenses and other                           (3,728)       491,097
            Deferred tax benefit                                   --          656,556
         Increase (decrease) in:
            Accounts payable                                    215,431        156,338
            Other accrued liabilities                           100,999         38,017
                                                            -----------    -----------
Net cash provided by (used in) operating activities            (594,123)       150,123
                                                            -----------    -----------

Cash Flows from Investing Activities
   Purchase of oil & gas properties and
      other property and equipment                               (9,805)      (110,888)
   Advances to stockholder                                      (39,110)          --
   Proceeds from sales of securities of affiliated entity       143,363         45,710
   Proceeds from sales of marketable securities                 108,442        492,559
   Purchases of marketable securities                          (148,594)      (777,476)
                                                            -----------    -----------
Net cash provided by (used in) investing activities              54,296       (350,095)
                                                            -----------    -----------

Cash Flows from Financing Activities
   Increase (decrease) in cash overdraft                         56,515           --
   Repayment of advances from officer                              --          (16,000)
   Advances from stockholder, net of repayments                 463,880        238,100
   Repayments on note payable                                      --          (13,458)
   Proceeds from exercise of employee stock options               2,500           --
                                                            -----------    -----------
Net cash used in financing activities                           522,895        208,642
                                                            -----------    -----------

Increase in Cash and Cash Equivalents                           (16,932)         8,670
Cash and cash equivalents at beginning of period                 54,048         36,628
                                                            -----------    -----------
Cash and cash equivalents at end of period                  $    37,116    $    45,298
                                                            ===========    ===========
</TABLE>

                                 - Continued -

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.  The  financial  information  presented  herein has been prepared by
management without audit by independent certified public accountants. 

                                                                               7

<PAGE>

<TABLE>
<CAPTION>


                        MILLENNIA, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                    Nine months ended March 31, 1998 and 1997
                                   (Unaudited)

                                                                     1998         1997
                                                                   -------      ------
<S>                                                                              <C>     

Supplemental Disclosures of Interest and Income Taxes Paid

      Interest paid during the period                              $ 18,526      $3,684
                                                                    =======       =====

      Income taxes paid (refunded)                                 $(10,659)     $   --
                                                                    =======       =====

</TABLE>

Supplemental schedule of noncash investing and financing activities

The Company  acquired  certain  oil & gas  properties  on November 4, 1996.  The
purchase price  consisted of $100,000 in cash, a $1,615,689  promissory note and
120,000 shares of the Company's common stock, valued at $150,000.

The Company's investment in Digital  Communications  Technology  Corporation was
reduced by an aggregate of  approximately  $49,180 and $200,763  during the nine
month periods ended March 31, 1998 and 1997,  respectively,  due to the dilutive
effects of the issuance, by Digital Communications  Technology  Corporation,  of
approximately  983,000  shares of common stock and the changes in the unrealized
loss on marketable equity securities owned by Digital Communications  Technology
Corporation.




The  accompanying  notes are an integral  part of these  consolidated  financial
statements.  The  financial  information  presented  herein has been prepared by
management without audit by independent certified public accountants.


                                                                               8

<PAGE>



                        MILLENNIA, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 1 - Basis of Presentation

The  accompanying  consolidated  financial  statements  include the  accounts of
Millennia, Inc. and all majority-owned subsidiaries, collectively referred to as
"Company".  The  consolidated  subsidiaries  include  Omni Doors,  Inc.  (Omni),
Doblique Energy,  Inc. (Doblique) and Millennia  Entertainment,  Inc. (MEI). All
significant intercompany accounts and transactions have been eliminated.

The  Company  holds  an   approximate   9.7%  and  13.2%   interest  in  Digital
Communications  Technology  Corporation  (DCT) as of March 31, 1998 and June 30,
1997, respectively. The Company held equivalent interests of approximately 14.8%
and 17.6% as of March 31, 1997 and June 30, 1996,  respectively.  The changes in
ownership  percentage  are  due to the  dilutive  effects  of  the  issuance  of
additional  common stock by DCT and to the Company's  open market  purchases and
sales of DCT common stock.

Effective August 31, 1996, the Company sold 100.0% of its ownership  interest in
American Quality Manufacturing  Corporation (AQM) to a corporate unrelated third
party for the  assumption of all  outstanding  liabilities of AQM as of the sale
date.  The  results  of  operations  of AQM are  presented  in the  accompanying
statement of operations as discontinued operations.

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange  Commission.
The June  30,  1997  balance  sheet  data was  derived  from  audited  financial
statements  of the  Company,  but does not include all  disclosures  required by
generally  accepted  accounting  principles.   Users  of  financial  information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending June 30, 1998.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Note 2 - Summary of Significant Accounting Policies

a) Marketable securities

   The Company held no marketable securities as of March 31, 1998 other than its
   investment in Digital  Communications  Technology  Corporation.  The Company,
   from  time to time,  maintains  a  marketable  securities  portfolio  and the
   portfolio may contain net unrealized  gains or losses which are reported as a
   separate  component  of  stockholders'   equity.  The  Company's   marketable
   securities portfolio is classified as "available for sale" securities.


                                                                               9

<PAGE>



                        MILLENNIA, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements - Continued


Note 2 - Summary of Significant Accounting Policies - continued

b) Pending changes in accounting standards

   In February 1997, the Financial  Accounting  Standards Board issued Statement
   of Financial  Accounting Standards No. 128, Earnings Per Share (FAS 128). FAS
   128 specifies new standards designed to improve the EPS information  provided
   in financial statements by simplifying the existing computational guidelines,
   revising the disclosure requirements, and increasing the comparability of EPS
   data on an international  basis. Some of the changes made to simplify the EPS
   computations  include:  (a) eliminating  the  presentation of primary EPS and
   replacing it with basic EPS, with the principal  difference being that common
   stock  equivalents are not considered in computing basic EPS, (b) eliminating
   the  modified  treasury  stock  method  and  the  three  percent  materiality
   provision,   and  (c)  revising  the  contingent  share  provisions  and  the
   supplemental EPS data requirements. FAS 128 also makes a number of changes to
   existing  disclosure  requirements.   FAS  128  is  effective  for  financial
   statements  issued for periods  ending after  December  15,  1997,  including
   interim  periods.  There has been no significant  impact from the adoption of
   this standard.

   In June 1997, the Financial  Accounting  Standards Board issued  Statement of
   Financial  Accounting  Standards No. 130,  "Reporting  Comprehensive  Income"
   (SFAS 130).  SFAS 130  establishes  standards  for  reporting  and display of
   comprehensive  income.  The purpose of reporting  comprehensive  income is to
   present a measure  of all  changes  in equity  that  result  from  recognized
   transactions and other economic events of the period other than  transactions
   with owners in their capacity as owners. SFAS 130 requires that an enterprise
   classify items of other  comprehensive  income by their nature in a financial
   statement and display the  accumulated  capital in the equity  section of the
   balance  sheet.  SFAS 130 became  effective for reporting  periods  beginning
   after December 15, 1997, with earlier application permitted.  As of March 31,
   1998 and 1997,  respectively,  the  initial  reporting  period  for which the
   Company is subject to this new accounting standard,  the Company had no items
   other than those reported on the  accompanying  statement of operations which
   require disclosure as "Other  comprehensive  income" items.  Accordingly,  no
   additional  disclosures  are  required to be presented by the Company and the
   Company anticipates no material disclosure effect on its financial statements
   in future periods.

   In June 1997, the Financial  Accounting  Standards Board issued  Statement of
   Financial  Accounting  Standards No. 131,  "Disclosures  About Segments of an
   Enterprise and Related  Information"  (SFAS 131). SFAS 131 specifies  revised
   guidelines for  determining an entity's  operating  segments and the type and
   level of financial information to be disclosed.  Once operating segments have
   been determined,  SFAS 131 provides for a two-tier test for determining those
   operating  segments  that would need to be disclosed  for external  reporting
   purposes.  In addition to providing the required  disclosures  for reportable
   segments,  SFAS  131 also  requires  disclosure  of  certain  "second  level"
   information by geographic area and for products/services. SFAS 131 also makes
   a  number  of  changes  to  existing  disclosure  requirements.  SFAS  131 is
   effective for fiscal years  beginning  after December 15, 1997,  with earlier
   application  encouraged.  The Company has not yet determined  the impact,  if
   any, of the implementation of SFAS 131.


                                                                              10

<PAGE>



                        MILLENNIA, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements - Continued


Note 3 - Inventory

Inventory  consists  of  purchased  doors,  related  parts  and  other  supplies
necessary to assemble commercial metal doors for resale. These items are carried
at the  lower  of cost  or  market  using  the  first-in,  first-out  method  of
accounting.  Inventory consists of the following components as of March 31, 1998
and June 30, 1997, respectively:

<TABLE>

                                                                                      March 31,         June 30,
                                                                                        1998              1997
                                                                                      -------           -------

<S>                                                                                  <C>                <C>    

               Finished goods and purchased product                                   $76,366           $  99,777
               Other raw materials and supplies                                         8,485               6,663
                                                                                      -------           ---------
                                                                                      $84,851           $ 106,440
                                                                                       ======            ========

Note 4 - Equity investment in DCT

Summarized financial statement information for DCT is presented below (unaudited)

                                                                                     For the nine      For the nine
                                                                                     months ended      months ended
                                                                                       March 31,         March 31,
                                                                                         1998             1997
                                                                                     ------------       -----------
         Net sales                                                                    $3,415,560        $19,795,659
         Operating profit (loss)                                                      $(4,093,466)      $(307,105)
         Income (loss) from continuing operations                                     $(7,976,907)      $(497,555)
         Net income (loss)                                                            $(7,976,907)      $(499,277)
         Total net earnings (loss) per share                                          $(10.73)          $(1.16)

                                                                                         As of             As of
                                                                                        March 31,         June 30,
                                                                                         1998              1997
                                                                                      ----------------  ----------
      Total assets                                                                    $1,396,252        $12,345,302
      Total liabilities                                                               $4,418,481         $7,699,408
      Total stockholders' equity                                                     $(3,022,229)        $4,645,894
</TABLE>

Note 5 - Earnings per share

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting Standards No. 128, "Earnings Per Share" (FAS 128) to be effective for
financial  statements  issued  for  periods  ending  after  December  15,  1997,
including interim periods.  FAS 128 specifies new standards  designed to improve
the EPS information provided in financial statements by simplifying the existing
computational guidelines,  revising the disclosure requirements,  and increasing
the  comparability  of EPS data on an international  basis.  Some of the changes
made to simplify the EPS computations  include: (a) eliminating the presentation
of primary EPS and replacing it with basic EPS,  with the  principal  difference
being that common stock  equivalents  are not considered in computing basic EPS,
(b)  eliminating  the  modified  treasury  stock  method  and the three  percent
materiality provision,  and (c) revising the contingent share provisions and the
supplemental  EPS data  requirements.  FAS 128 also made a number of  changes to
former  disclosure  requirements.  There  has been no  effect  on the  Company's
presentation of basic earnings per share in the implementation of this standard.
Due to the Company's net operating loss position,  all outstanding stock options
are  considered  anti-dilutive  and no  fully  diluted  earnings  per  share  is
presented.

                                                                              11

<PAGE>



                        MILLENNIA, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements - Continued


Note 6 - Litigation

The  Company  may from time to time be party to various  legal  actions  arising
during  the  ordinary  course of its  business.  In  addition,  the  Company  is
currently involved in the following litigation:

On March 4, 1996, Adrian Jacoby, allegedly on behalf of the Company, and Richard
Abrons,  allegedly on behalf of an  affiliate  company,  Digital  Communications
Technology  Corporation  ("DCT"),  brought a  purported  shareholder  derivative
lawsuit  against the  Company's  board of directors - Kevin B. Halter,  Kevin B.
Halter,  Jr.,  Gary C.  Evans  and  James  Smith - as  well  as  Halter  Capital
Corporation and Securities Transfer  Corporation.  In addition,  the Company and
DCT have been joined as "nominal  defendants."  In the lawsuit,  the  plaintiffs
have  alleged  breaches  of  fiduciary  duty,  fraud,  and  violations  of state
securities laws. The plaintiffs seek unspecified actual and exemplary damages, a
constructive trust against the assets of the defendants and an accounting of the
affairs of the  defendants  with respect to their  dealings with the Company and
DCT. In addition,  the plaintiffs have requested a temporary  injunction and the
appointment of a receiver for the Company and DCT.

In 1995, Halter Capital Corporation  ("HCC"), in which Kevin B. Halter and Kevin
B. Halter,  Jr. (the "Halters") are principals,  negotiated the  satisfaction of
$1,217,000 in debt owed to creditors by Millennia's subsidiary, American Quality
Manufacturing Corporation ("AQM," since sold). The Halters are also officers and
directors  of  Millennia.  HCC  satisfied  these debts by  transferring,  in the
aggregate, 1,659,000 shares of Millennia common stock it owned to the creditors.
To repay HCC for the AQM  indebtedness  HCC paid,  Millennia  transferred to HCC
1,622,000 shares of DCT Common Stock it held as an investment.  With the payment
of DCT Common Stock to HCC and the salaries or other compensation  received from
Millennia by the Halters,  Mr. Evans and Mr. Smith,  plaintiffs assert that each
breached their duties of loyalty,  usurped corporate opportunities and committed
gross  mismanagement  by wrongfully  using  Millennia and DCT as instruments for
their own and HCC's pecuniary gain to the detriment of Millennia,  DCT and their
shareholders.  If any damages are ultimately  awarded to the  plaintiffs,  those
damages will be on behalf of, and for the benefit of, the Company and all of its
shareholders.  If they  are  successful,  the  plaintiffs  may  recover  certain
attorney's fees and costs.  This case is entitled  Richard Abrons et al v. Kevin
B. Halter et al, Cause No. 96-02169-G,  in the 134th Judicial  District,  Dallas
County,  Texas.  Even though the Company is a nominal  defendant in the lawsuit,
the Plaintiffs  have not sought to recover any damages  against the Company.  In
this type of lawsuit,  the Company is joined as a procedural matter to make it a
party to the lawsuit.

All of the defendants have answered denying all of the material  allegations and
claims in the Petition, disputing the plaintiffs' contention that it is a proper
shareholder  derivative  action,  denying that the plaintiffs  have the right to
pursue this lawsuit on behalf of the Company and  Millennia  and are  vigorously
defending the lawsuit.  In addition,  the  defendants  have filed  counterclaims
against the plaintiffs and third party actions  against Blake Beckham,  Attorney
at Law, Beckham & Thomas, L.L.P., Sanford Whitman, the former CFO of the Company
and Jack D. Brown Jr., the former  President of the Company,  seeking damages in
excess of $50 million.  In its  counterclaim,  the Company has asserted that the
filing of this lawsuit and the temporary restraining order the plaintiffs caused
to be issued in the case resulted in damages to the Company.

The  Company  does not  believe  that the  results of this  lawsuit  will have a
material   impact  on  the  financial   condition  of  the  Company  beyond  its
expenditures for legal and professional fees.



                (Remainder of this page left blank intentionally)


                                                                              12

<PAGE>



Part I - Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
   AND RESULTS OF OPERATIONS


(1)   Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.


(2)   Results of Operations

Overview

Net  revenues for the first nine months of Fiscal 1998  increased  approximately
$127,000  from amounts  realized  for the same period in Fiscal  1997.  The most
significant  reason  for  this  increase  was  the  addition  of  the  Company's
wholly-owned  subsidiary,  Doblique Energy Corporation during the second quarter
of Fiscal  1997.  The  addition  of this  operating  subsidiary  also caused the
Company to  experience  significant  increases in costs of sales  related to the
operation  of various  oil and gas wells,  principally  located in Texas and New
Mexico.  During the second and third  quarters of Fiscal 1998,  Doblique  Energy
Corporation experienced diminished gross margins between the recognized revenues
and expenses.  On or about May 20, 1998, the Company  entered into an agreement,
pending  approval  by both  party's  Boards of  Directors,  whereby  the initial
selling party of the oil &gas  properties to the Company will purchase 100.0% of
the issued and outstanding stock of Doblique from the Company for the assumption
of all Doblique  debts and the release of the Company from any guarantees on the
acquisition debt.

Direct  operating  expenses  related  to  selling,  general  and  administrative
expenses  increased  from an aggregate of  approximately  $664,118 for the first
nine months of Fiscal 1997 to an  aggregate  of  approximately  $839,427 for the
same period in Fiscal 1998. The most significant increase relates to higher than
anticipated  levels of legal and  professional  expenses  and general  corporate
overhead costs.  Increases in depreciation,  amortization and depletion expenses
relate  primarily to calculated  depletion of oil & gas  properties due to third
quarter production results in Doblique.

The Company  experienced  losses on sales of marketable  securities and sales of
securities  of  an  affiliated   entity,   Digital   Communications   Technology
Corporation  (DCT), of  approximately  $(62,719) during the first nine months of
Fiscal 1998 as compared to gains of  approximately  $32,674  realized during the
first nine months of Fiscal 1997.

The Company  continues to experience  non-monetary  losses related to the use of
the equity method of accounting  related to its  approximate  9.7% investment in
DCT. During the first nine months of Fiscal 1997,  this  accounting  transaction
recognized  a loss of  approximately  $(52,600)  while  the  Company  recognized
approximately  $(1,148,000) in proportionate losses for the first three quarters
of  Fiscal  1998.   Effective  December  31,  1997,  DCT  ceased  all  videotape
duplication  activities  and laid off a  significant  portion of its  workforce.
During the third quarter of Fiscal 1998, the Company exchanged various inventory
and capital assets to various creditors in settlement of various  litigation and
open trade  payables.  On March 26,  1998,  DCT  conducted  a public  auction in
Indianapolis  Indiana at which virtually all of DCT's remaining  tangible assets
were sold with all net proceeds applied against

                                                                              13

<PAGE>



the outstanding bank debt due to Bank One, Texas, N. A.

The Company experienced losses from continuing  operations per  weighted-average
share of common stock  outstanding  of  approximately  $(1.03) per share for the
first nine months of Fiscal 1998 as compared to losses of approximately  $(0.33)
per share for the  first  quarter  of Fiscal  1997.  Approximately  $(0.50),  or
approximately  two-thirds of the  comparative  increase,  is attributable to the
non-monetary  loss recognition of the Company's  proportionate  share of the net
losses of DCT. The balance in the increased  loss per share related to increased
operating   expenses  and  lower  revenues   experienced   in  Doblique   Energy
Corporation.

Door Distribution Segment

Omni Doors, Inc. is the Company's oldest continuing  operating  subsidiary.  For
the nine  months  and the third  quarter  of  Fiscal  1998,  respectively,  Omni
experienced  revenues  of  approximately  $378,000  and  $120,000 as compared to
approximately  $411,000 and $140,000 for the  equivalent  periods  during Fiscal
1997. This overall  decline is nominal and reflective of the highly  competitive
construction  market in South  Florida  which can lead to periodic  fluctuations
which are caused by price sensitive  consumer  demands and overall  construction
activity.  During Fiscal 1997,  Omni had an exterior  door product  approved for
installation in Dade County, Florida. This approval process was initiated at the
local  governmental  level in response to damages caused by Hurricane  Andrew to
the South  Florida  region.  Management  is of the opinion that having  approved
products will enhance the overall product line and  acceptability of Omni in the
South Florida marketplace.

Omni  experienced  a  year-to-date  net loss from  operations  of  approximately
$32,000 for the first nine months of Fiscal 1998 as compared to a comparable net
income of  approximately  $4,400 for the same period  during  Fiscal  1997.  The
primary  reason for this loss relates to increases in various  selling  expenses
for  increased  visibility  of Omni and its product  lines in the South  Florida
region.  Additionally,  various  weather  and other  factors  contributed  to an
overall slowdown of building activity during the third quarter of Fiscal 1998 as
compared to Fiscal 1997.

Oil and Natural Gas Segment

Operations  in  Doblique  Energy  Corporation  were  started on October 1, 1996.
During  the  three  month  period  from July 1997 to  September  1997,  Doblique
experienced revenues of approximately $129,000 from sales of oil and natural gas
products.  During the second and third  quarters  (October  to March ) of Fiscal
1998,  Doblique  recognized  revenues of  approximately  $271,000 as compared to
approximately  $378,000  for  the  same  period  during  Fiscal  1977.  Doblique
continues to experience  direct operating costs in excess of the revenue streams
from its oil & gas  properties,  as well as increased  provisions  for depletion
based on oil & gas  production.  For the periods  ended March 31, 1998 and 1997,
respectively,  Doblique  experienced  losses from  operations  of  approximately
$347,000  and $6,900.  One  component  of this  increase in the  operating  loss
relates to interest  expense of  approximately  $130,000 during Fiscal 1998 as a
direct  result of  negatively  impacted  oil & gas prices which have not allowed
Doblique to  adequately  cover its  operating  expenses and generate  additional
capital resources to utilize for debt service.

Video Duplication and Distribution Segment

The Company  formed  Millennia  Entertainment,  Inc.  (MEI) in February  1997 to
acquire and  distribute  family classic films and other home video products on a
"by  order"  basis.  MEI  acquires  the  rights to  duplicate  the  programming,
outsources  the physical  duplication of the  programming  and  distributes  the
finished  product to the buyer.  By working on a "by order"  basis,  MEI is best
able to control its inventory  requirements  and minimize lead times between the
time an order is placed and ultimately shipped to MEI's customers.

Due to the start-up  nature of this  venture,  MEI is  currently  operating in a
deficit position for the first six months of Fiscal 1998.  During the first nine
months of Fiscal 1998, MEI experienced  revenues of  approximately  $139,000 and
generated  a loss  from  operations  of  approximately  $58,000.  Management  is
pursuing all possible  avenues of marketing  and market  penetration  to elevate
sales  levels to meet or exceed all fixed  operational  costs.  Further,  due to
competitive  pressures,  management  continually  monitors  all raw material and
production costs to assure that both

                                                                              14

<PAGE>



MEI and its customers receive the best value for the contracted sales prices.

Investment in Digital Communications Technology Corporation

On August 21, 1997, DCT's lending institution,  Bank One, Texas, N. A., notified
DCT that the lending institution intended, 120 days subsequent to the notice, to
stop making further advances on DCT's line of credit and accelerate the maturity
of the debt then owed.

On December 1, 1997, DCT announced that it had filed a lender liability  lawsuit
in Dallas County, Texas against Bank One, Texas, N. A. (Bank) in connection with
the Bank's  commitment in November 1996 to lend up to  approximately  $9 million
for working  capital and funds needed to permit the  relocation and expansion of
DCT's  business.  In the  lawsuit,  DCT has  alleged  that  the  Bank's  conduct
constitutes  breach of contract,  fraud in the inducement and several violations
of the  Bank's  statutory  duties of good  faith and fair  dealings  which  have
resulted in damages exceeding $5 million to DCT.

During the first  calendar  quarter of 1998,  funds to reduce the Bank debt were
generated from the  collection of accounts  receivable and the sale of videotape
duplication  equipment and all of the DCT's other tangible assets. The inability
to draw upon the Bank credit facility has left DCT with few  alternatives  other
than to retire the outstanding bank debt and allow the release of existing liens
in favor of the Bank which cover virtually all of DCT's assets.

As a result of these events,  DCT effectively  ceased all video tape duplication
activities  on December 31, 1997 and has laid off a  significant  portion of its
workforce.  During  the third  quarter of Fiscal  1998,  the  Company  exchanged
various  inventory  and capital  assets to various  creditors in  settlement  of
various  litigation  and open  trade  payables.  Further,  DCT has sold  various
capital  assets  with  the  net  proceeds  going  directly  to  DCT's  financial
institution  for  settlement of outstanding  debts.  On March 26, 1998, a public
auction  was  held in  Indianapolis  Indiana  at  which  virtually  all of DCT's
remaining tangible assets were sold.

Further,  DCT has been delisted by the American Stock Exchange and currently has
its common stock listed for trading on the NASDAQ Bulletin Board.

DCT's Results of operations

Due to the actions of Bank One,  Texas,  N. A., and the  resultant  cessation of
operations,  the Company realized net revenues of  approximately  $27,000 during
the third quarter of Fiscal 1998 as compared to  approximately  $4.0 million for
the  comparable  quarter of Fiscal 1997.  Gross year to date revenues for Fiscal
1998 and 1997 were approximately $3.4 million and $19.8 million, respectively.

Due to the lack of available  funding on its  existing  credit  facilities,  the
Company  effectively  ceased all video tape  duplication  operations,  effective
December  31,  1997.  The full impact of this  curtailment  was  realized in the
current quarter, and by April 1, 1998, the Company ceased operations  completely
and terminated its few remaining employees.

The  industry  consensus  is that the overall  industry  sales  activity  during
Calendar  1997  was  significantly   slower  than  expected.   The  Company  has
experienced severe cash flow problems caused by its inability to access its line
of credit from its lending  institution which negatively impacted its ability to
solicit sales to customers and forced the Company to cease operations.

The Company incurred costs of sales of approximately  $966,000 and $4.9 million,
respectively,  for the three and nine  month  periods  ended  March 31,  1998 as
compared to  approximately  $3.6  million and $16.2  million for the  comparable
periods ended March 31, 1997.  The primary  component of these  expenses are the
Company's  fixed  costs  related to its  production  facility  in  Indianapolis,
Indiana and its former production  facility in Ft.  Lauderdale,  Florida.  These
costs  during the third  quarter of Fiscal  1998  relate to the  abandonment  of
unsalable inventory that could not be liquidated due to the actions of Bank One,
Texas, N. A. Had the Bank not taken the actions taken, this

                                                                              15

<PAGE>



inventory would have been usable by the Company in its on-going operations.

Due to the cessation of videotape  duplication  efforts,  the Company's  selling
expenses declined to approximately $18,000 for the quarter ended March 31, 1998.
It is  anticipated  that the Company  will incur only nominal  selling  expenses
related to the operation of DCT-Internet Corporation,  a wholly-owned subsidiary
of the Company.

General and administrative  expenses experienced pressure from general corporate
overhead and legal and professional  fees. The Company incurred  aggregate costs
of  approximately  $1.1 million and $2.4 million during the three and nine month
periods  ended  March  31,  1998  and  1997,  respectively.   These  costs  were
approximately  $616,000 and $1.8 million for the comparable  periods ended March
31, 1997. A component of these expenses occurred during the July- September 1997
quarter as an effect of closing and  relocating of the Ft.  Lauderdale,  Florida
operations to the Indianapolis,  Indiana facility. Management was of the opinion
that the closing of the Ft.  Lauderdale  facility  and the sale of the assets of
its satellite  uplink  operation would  significantly  contribute to future cost
savings for the Company.  Additionally,  the actions of Bank One,  Texas,  N. A.
caused increased legal, appraisal and liquidation expenses to the Company. It is
anticipated that these expense items will continue into future periods until the
litigation associated with the Bank's actions are completed.

The blanket lien held by Bank One, Texas, N. A. caused the Company into a forced
liquidation  of various  assets and  settlement of open accounts  receivable and
settlement of open accounts payable. As this situation was an involuntary action
by the  Company,  the Company  was unable to control the orderly and  systematic
liquidation of these items and,  accordingly,  did not receive the highest value
for all of the items disposed.  Accordingly,  the Company experienced a net loss
on the disposition of assets of approximately  $(3.4) million for the nine month
period ended March 31, 1998 and  approximately  $(4.0)  million during the third
quarter of Fiscal 1998.

The  Company  experienced  a  year-to-date  net loss per share of  approximately
$(10.73) per weighted-average share outstanding as of March 31, 1998 as compared
to a net loss per share of approximately $(1.16) per weighted-average share. The
effect of the forced  liquidation  of various assets  contributed  approximately
$(4.64) per share for Fiscal 1998.

DCT's Liquidity and capital resources

During the first nine months of Fiscal 1998,  the Company  experienced  net cash
provided by operations of  approximately  $2.79 million as compared to using net
cash in  operations  of  approximately  $(1.72)  during  the same  period of the
preceding  year.  Included  in this  net cash  flow  into  the  Company  was the
collection, and affiliated reduction, of accounts receivable of approximately $3
million and the reduction of  inventories  of  approximately  $1.7 million.  The
funds provided by these inflows were directly  collected by Bank One,  Texas, N.
A. and were applied  against the  outstanding  balances on loans  payable to the
Bank.

Further  liquidity was provided by  approximately  $1.9 million in proceeds from
the sale various fixed assets  including the sale of satellite  uplink equipment
and the sale of the closed Ft.  Lauderdale  facility.  These cash  inflows  were
offset by purchases and upgrading of video duplication  equipment and leaseholds
at the Indianapolis facility of approximately $739,000, during the first quarter
of Fiscal 1998. Any residual  amounts were collected by Bank One,  Texas,  N. A.
and were applied against the outstanding  balances on loans payable to the Bank.
The net proceeds from the sale of assets and the funds  generated from operating
activities   reduced  the   Company's   aggregate   outstanding   bank  debt  by
approximately $3.875 million.

The Company relocated and expanded the entire  Indianapolis  facility into a new
172,000 square foot building during Fiscal 1997. The  Indianapolis  plant opened
in June 1997 with an increased  operating capacity of approximately 20%. The new
facility  layout was  designed  to  optimize  process  flow,  to reduce  product
handling and to minimize the total cycle time of productions from order entry to
delivery.  The Company  added  approximately  $739,000 in property and equipment
during the first six months of Fiscal  1998.  On April 6, 1998,  the Company was
evicted  from this  facility by the  landlord  and  ownership  of all  leasehold
improvements  passed to the landlord  which has filed suit to attempt to recover
more than $400,000 which the landlord alleges is currently due to it.

                                                                              16

<PAGE>



(3)   Liquidity and Capital Resources of Millennia, Inc.

During the first nine months of Fiscal 1998,  the Company  experienced  net cash
requirements for operating  activities of approximately  $594,000 as compared to
cash provided by operating activities during the first six months of Fiscal 1997
of approximately  $150,000.  Further,  the Company experienced net positive cash
flows from marketable securities transactions of approximately  $103,000.  These
proceeds  were  utilized  to  support  the cash  deficit  created  by  operating
activities. Further operating capital was provided by advances from shareholders
and related entities of approximately $464,000.

Additionally,  the Company intends to seek out additional  business  acquisition
candidates which will provide  supplemental  operating cash necessary to further
fund the Company's operational requirements.

(4)   Other Comments

The Company's door distribution  segment's sales levels  historically follow the
commercial construction market and activity levels in South Florida.  Therefore,
this segment is subject to economic,  climatic and other  intangible  influences
that affect the segment's trade area.

The Company's activities have not been, and in the near term are not expected to
be, materially affected by inflation or changing prices in general. However, the
results of operations and cash flow of the Company's oil and natural gas segment
have been and will  continue to be affected to a certain  extent by the domestic
and international  volatility in oil and natural gas prices. Should this segment
experience any  significant  fluctuations in oil and natural gas prices that are
sustained over a prolonged  period,  it would be anticipated that  corresponding
increases in variable  production  costs and related  operating  expenses  would
occur.





                (Remainder of this page left blank intentionally)


                                                                              17

<PAGE>



Part II - Other Information

Item 1 - Legal Proceedings

   See Notes to the Consolidated Financial Statements

Item 2 - Changes in Securities

   None

Item 3 - Defaults on Senior Securities

   None

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

   None

Item 5 - Other Information

   None

Item 6 - Exhibits and Reports on Form 8-K

   None


                                                                              18

<PAGE>


                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                     MILLENNIA, INC.



May   21  , 1998                                        /s/ Kevin B. Halter
    ------                             -----------------------------------------
                                                                 Kevin B. Halter
                                       Chairman and Principal Accounting Officer




                                                                              19