UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(MarkOne)
(X)  QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 1997

( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 
            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 or other jurisdiction              (IRS Employer Identification No.)
     of incorporation or
        organization)  

                16910 Dallas Parkway, Suite 100, Dallas, TX 75248

                    (Address of principal executive offices)

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


-------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


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 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 ( )

The  number of shares  outstanding  of the  common  stock of the small  business
issuer on April 30, 1997, the latest practicable date, was 2,274,385.

Transitional Small Business Disclosure Format (Check one):  Yes ( ) No (X)



<PAGE>


                                TABLE OF CONTENTS

Item                                                                  Numbered
Number                                                                  Page

Part I

         1        Financial Statements   . . . . . . . . . . . . . .      1
         2        Management's Discussion and
                  Analysis or Plan of Operation   . . . . . . . . . .     9

Part II

         1        Legal Proceedings  . . . . . . . . . . . . . . . . .   15

         2        Changes in Securities  . . . . . . . . . . . . . . .   N/A

         3        Defaults Upon Senior Securities  . . . . . . . . . .   N/A

         4        Submission of Matters to a Vote of Security
                  Holders . . . . . . . . . . . . . . . . . . . . . .    N/A

         5        Other Information  . . . . . . . . . . . . . . . . .   N/A

         6        Exhibits and Reports on Form 8-K . . . . . . . . . .   15


<PAGE>
                      MILLENNIA, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                             <C>            <C> 
                                                                                   March 31,
                                                                                     1997          June 30,
                                                                                  (Unaudited)       1996
                                                                                  -----------     ---------
           ASSETS

Current assets:
  Cash and cash equivalents                                                     $     45,298   $     36,628
  Marketable securities                                                              122,938              -
  Accounts receivable, less allowance for doubtful accounts
    of $30,000 at March 31, 1997 and $15,500 at June 30, 1996                         80,872         71,867
  Other accounts receivable                                                           94,630            699
  Inventories                                                                        107,323        105,760
  Prepaid expenses and other                                                          12,895        582,562
  Deferred tax asset                                                                   6,200        617,142
  Net current assets of discontinued operations                                            -      5,072,860 
                                                                                   ---------      --------- 
       Total current assets                                                          470,156      6,487,518

Property, plant and equipment, net of
  accumulated depreciation and depletion                                           1,817,964         15,956
Investment in Digital Communications Technology Corporation                        1,065,747      1,388,078
Deferred tax asset                                                                    31,600         77,214
Other assets                                                                           6,107          5,779
Net other assets of discontinued operations                                                -      4,181,953
                                                                                 -----------    -----------
            Total assets                                                        $  3,391,574   $ 12,156,498
                                                                                 ===========    ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable - trade                                                      $    239,440   $     83,102
  Accounts payable - officer / stockholder                                           238,100         16,000
  Accrued liabilities and other                                                       66,966         30,949
  Current portion of note payable                                                     44,537              -
  Net current liabilities of discontinued operations                                       -      9,018,638                        
                                                                                 -----------    -----------                        
       Total current liabilities                                                     589,043      9,148,689     
                                                                                 -----------    -----------     

Note payable - Magnum Hunter Production, Inc.                                      1,557,694              -  
Net other liabilities of discontinued operations                                           -      1,811,870 


Commitments and contingencies

Stockholders' equity:
  Preferred stock, par value $0.00001; 10,000,000 shares
    authorized, none issued and outstanding                                                -              -
  Common stock, par value $0.0002; 50,000,000 shares
     authorized, 2,274,385 and 2,152,949 shares outstanding at
     March 31, 1997 and June 30, 1996, respectively                                      455            431
  Additional paid-in capital                                                       6,654,637      6,717,093
  Less shares deemed treasury stock; 72,606 and 70,401 shares
     at March 31, 1997 and June 30, 1996, respectively                               (44,439)       (39,425)
  Accumulated deficit                                                             (5,171,163)    (5,482,160)
  Net unrealized holding loss on investment securities                              (194,653)             -
                                                                                 -----------    -----------
       Total stockholders' equity                                                  1,244,837      1,195,939  
                                                                                 -----------    -----------  

            Total liabilities and stockholders' equity                          $  3,391,574   $ 12,156,498
                                                                                 ===========    ===========

</TABLE>

The accompanying notes are an integral part of the financial statements

                                       1
<PAGE>


                      MILLENNIA, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (unaudited)
<TABLE>
<CAPTION>
<S>                                                                             <C>          <C>             <C>        <C>
                                                                                        For the three             For the nine
                                                                                         months ended             months ended     
                                                                                           March 31,                March 31,
                                                                                           ---------                ---------
                                                                                     1997          1996          1997        1996
                                                                                   --------      --------      --------    --------
Operating revenues:
   Net sales                                                                    $   140,892  $     97,243    $  411,566 $   537,848
   Oil and gas sales                                                                201,052             -       377,764           -
                                                                                 -----------  ------------    ---------- -----------
                                                                                    341,944        97,243       789,330     537,848
                                                                                 -----------  ------------    ---------- -----------

Operating costs and expenses:
   Cost of sales                                                                    109,431        78,821       310,882     254,563
   Oil and gas production                                                           108,774             -       230,211           -
   Selling expenses                                                                  14,510        11,610        42,304      38,279
   General and administrative expenses                                              163,995       533,441       621,814   1,175,165
   Depreciation and depletion                                                        33,726         1,212        58,881       3,998
                                                                                 -----------  ------------    ---------- -----------
        Total operating expenses                                                    430,436       625,084     1,264,092   1,472,005
                                                                                 -----------  ------------    ---------- -----------

Loss from operations                                                                (88,492)     (527,841)     (474,762)   (934,157)
                                                                                 -----------  ------------    ---------- -----------

Other income (expense):
   Gains (losses) on sales of securities                                             15,342        82,980        32,674    (660,070)
   Interest and other (expense) income                                             (167,888)      (32,517)     (121,420)    166,811
                                                                                 -----------  ------------    ---------- -----------
                                                                                   (152,546)       50,463       (88,746)   (493,259)
                                                                                 -----------  ------------    ---------- -----------

Loss from continuing operations before income taxes                                (241,038)     (477,378)     (563,508) (1,427,416)
Provision for income taxes                                                           42,115             -       144,069           -
                                                                                 -----------  ------------    ---------- -----------
Loss from continuing operations                                                    (283,153)     (477,378)     (707,577) (1,427,416)
                                                                                 -----------  ------------    ---------- -----------

Discontinued operations, net of income taxes
   Loss from discontinued operations of American Quality
      Manufacturing Corporation, net of income tax benefit of
      $0 for the periods ended March 31, 1997 and 1996,
      respectively                                                                        -      (142,797)     (566,991) (1,156,036)
   Loss from discontinued operations of Tempo Lighting,
      Inc., net of income taxes of $1,600                                                 -       (67,636)            -    (263,831)
   Gain on disposition of American Quality Manufacturing
      Corporation, net of income tax provision of $539,000.                               -             -     1,585,566           -
   Loss on disposition of Tempo Lighting, Inc.                                            -      (900,000)            -    (900,000)
                                                                                 -----------  ------------    ---------- -----------
(Loss) income from discontinued operations                                                -    (1,110,433)    1,018,575  (2,319,867)
   
                                                                                 -----------  ------------    ---------- -----------

Net (loss) income                                                               $  (283,153) $ (1,587,811)   $  310,998 $(3,747,283)
                                                                                 ===========  ============    ========== ===========

Weighted average shares of common
   stock outstanding                                                              2,199,118     1,714,419     2,127,679   1,665,750
                                                                                 ===========  ============    ========== ===========

Loss per share from continuing operations                                       $     (0.13) $      (0.28)   $    (0.33)$     (0.86)
(Loss) income per share from discontinued operations                                      -         (0.65)         0.48       (1.39)
                                                                                 -----------  ------------    ----------  ----------
   Net (loss) income per share                                                  $     (0.13) $      (0.93)   $     0.15  $    (2.25)
                                                                                 ===========  ============    ==========  ==========


</TABLE>

The accompanying notes are an integral part of the financial statements

                                       2
<PAGE>


                     MILLENNIA, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (unaudited)
<TABLE>
<CAPTION>
<S>                                                                                          <C>            <C>

                                                                                               For the nine months ended
                                                                                                        March 31,
                                                                                                       ----------          
                                                                                                  1997           1996
                                                                                                --------       ---------
Cash flows from operating activities:
  Net income (loss)                                                                          $   310,998    $(3,747,283)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
      Depreciation, amortization and depletion                                                    58,880          3,998
      Provision for doubtful accounts                                                             14,500              -
      (Gain) loss on sales of marketable securities                                              (32,674)       148,644
      Loss (gain) on equity investment in Digital     
        Communications Technology Corporation                                                     66,854       (200,875)
      (Gain) loss on sales of securities of Digital
        Communications Technology Corporation                                                     (9,680)       511,426
      Discontinued operations                                                                 (1,575,695)     2,220,337
  Increase in accounts receivable                                                                (23,505)        (1,502)
  (Increase) decrease in inventories                                                              (1,563)        16,777
  Decrease (increase) in prepaid expenses and other                                              491,097       (117,365)
  Decrease in net deferred income tax benefit                                                    656,556        111,309
  Increase (decrease) in accounts payable                                                        156,338        (16,409)
  Increase (decrease) in accrued liabilities                                                      38,017         (6,695)
                                                                                              -----------    ----------- 
         Net cash provided by (used in) operating activities                                     150,123     (1,077,638)
                                                                                              -----------    ----------- 

Cash flows from investing activities:
  Proceeds from sale of securities of Digital Communications
     Technology Corporation                                                                       45,710         71,007
  Acquisition of oil and gas properties and capital expenditures                                (110,888)
  Proceeds from sales of marketable securities                                                   492,559      2,137,730
  Purchases of marketable securities                                                            (777,476)    (1,029,083) 
                                                                                              -----------    -----------  
         Net cash (used in) provided by investing activities                                    (350,095)     1,179,654
                                                                                              -----------    -----------

Cash flows from financing activities:
  Repayment of advances from officer                                                             (16,000)             -
  Advances from stockholder, net of repayments                                                   238,100              -
  Repayments on note payable                                                                     (13,458)             -
  Net short-term repayments                                                                            -       (355,089)
  Net payments from ESOP                                                                               -        355,089
                                                                                              -----------    -----------
         Net cash provided by financing activities                                               208,642              0
                                                                                              -----------    -----------

Increase in cash and cash equivalents                                                              8,670        102,016
Cash and cash equivalents at beginning of period                                                  36,628         97,505
                                                                                              -----------    -----------
Cash and cash equivalents at end of period                                                   $    45,298    $   199,521
                                                                                              ===========    ===========

</TABLE>

The accompanying notes are an integral part of the financial statements


                                       3
<PAGE>


                        MILLENNIA, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                                                         <C>             <C>
                                                                                               For the nine months ended
                                                                                                        March 31,
                                                                                                       ----------
                                                                                                  1997          1996
                                                                                               ---------      ---------
Supplemental disclosures of cash flow information:

  Cash paid during the period for:
    Interest (non-capitalized)                                                               $     3,684    $    12,852
                                                                                              ===========    ===========
    Income taxes                                                                             $         0    $         0
                                                                                              ===========    ===========
</TABLE>

Supplemental schedule of noncash investing and financing activities:

  The Company  acquired  certain  interests in oil and  gas  properties  on 
  November 20, 1996.  The  purchase price  consisted of $100,000 in cash, a  
  $1,625,842 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  by $200,763 during the nine months ended March 31, 1997 due to the
  dilutive  effects  of  the  issuance,  by  Digital  Communications  Technology
  Corporation, of approximately 983,000 shares of its common stock.
 
  The Company transferred  approximately 1,622,000 shares of its investment in 
  the common stock of Digital Communications Technology Corporation in 
  connection with the settlement of approximately  $1,217,000 in creditors' 
  claims against one of the Company's discontinued  subsidiaries during the nine
  month period ended March 31, 1996.







The accompanying notes are an integral part of the financial statements



                                       4
<PAGE>



                        MILLENNIA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  -------------


1.       Summary of Significant Accounting Policies:
         -------------------------------------------

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

The Company  also holds a 14.76%  ownership  interest in Digital  Communications
Technology  Corporation  ("DCT") as of March 31, 1997.  At June 30,  1996,  this
ownership  interest was 17.55%.  The Company  accounts for its investment in DCT
using the equity method.  (The  reduction in ownership  percentage is due to the
dilutive  effect of the  issuance of  additional  common stock by DCT and to the
Company's open market sales of DCT stock.)

Effective  February 29, 1996, the Company sold 100% of the common stock of Tempo
Lighting,  Inc. ("Tempo").  The operations of Tempo are therefore segregated and
presented  as  discontinued   operations  on  the  Consolidated   Statements  of
Operations.

Effective  August 31, 1996,  the Company sold 100% of its ownership  interest in
American  Quality  Manufacturing  Corporation  ("AQM") for the assumption of all
liabilities of AQM. The results of operations of AQM are therefore  presented as
a  component  of  discontinued  operations  in the  Consolidated  Statements  of
Operations.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  from  these  unaudited   interim   financial
statements.  These financial  statements  should be read in conjunction with the
financial  statements and notes thereto included in the Company's annual audited
financial statements.

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  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.

In the opinion of management,  the accompanying  unaudited financial  statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to  conform  with  generally  accepted  accounting  principles.  The  results of
operations  for the periods  presented  are not  necessarily  indicative  of the
results to be expected for the full year.

2.       Marketable Securities:
         ---------------------

Marketable  securities  consist of equity securities which had an aggregate cost
of $317,590 at March 31, 1997. The marketable  securities portfolio contains net
unrealized  losses of $194,653,  resulting  in a carrying  amount of $122,938 at
March 31, 1997.  The unrealized  losses are reported as a separate  component of
stockholders'  equity.  The Company's  marketable  securities  are classified as
available for sale securities.



                                       5
<PAGE>




                        MILLENNIA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
                                   (Unaudited)
                                  -------------

3.       Inventories:
         -----------

The inventories are valued at the lower of cost (first-in,  first-out method) or
market and consisted of the following:
<TABLE>
<CAPTION>
<S>                                                           <C>                 <C>          
                                                                    March 31,          June 30,
                                                                      1997               1996
                                                                 ----------------    --------------
           Finished goods and purchased product               $          102,923  $        100,934
           Raw materials and supplies                                      4,400             4,826
                                                                 ----------------    --------------
                                                              $          107,323  $        105,760
                                                                 ================    ==============
</TABLE>


4.       Property, Plant and Equipment:

Property,  plant and equipment  and related  accumulated  depreciation  are
summarized as follows:
<TABLE>
<CAPTION>
<S>                                                           <C>                 <C>          

                                                                    March 31,          June 30,
                                                                      1997               1996
                                                                 ----------------    --------------
          Vehicle                                             $           19,635  $         19,635
          Machinery and equipment                                         15,172            13,034
          Leasehold improvements                                           4,193             4,193
          Oil and gas properties                                       1,858,750                 -
                                                                 ----------------    --------------
                                                                       1,897,750            36,862
          Less: accumulated depreciation and depletion                   (79,786)          (20,906)
                                                                 ----------------    --------------
                                                              $        1,817,964  $         15,956
                                                                 ================    ==============
</TABLE>

5.       Equity Investment in DCT:

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

<TABLE>
<CAPTION>
<S>                                                           <C>                   <C>          
                                                                    For the nine          For the nine
                                                                    months ended          months ended
                                                                     March 31,             March 31, 
                                                                       1997                  1996
                                                                 ------------------    ------------------
          Net sales                                           $         19,795,659  $         19,211,980
          Operating (loss) profit                             $           (307,105) $          1,202,136
          (Loss) income from continuing operations            $           (497,555) $            660,013
          Net (loss) income                                   $           (499,277) $            761,532
          (Loss) earnings per share                           $              (0.12) $               0.14

</TABLE>

                                       6
<PAGE>


                        MILLENNIA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
                                   (Unaudited)
                                  -------------

5.       Equity Investment in DCT, continued:
         -----------------------------------
<TABLE>
<CAPTION>
<S>                                                           <C>                   <C>        
                                                                  March 31, 1997         June 30, 1996
                                                                 ------------------    ------------------
          Current assets                                      $          7,829,569  $          9,711,473
          Total assets                                        $         14,093,352  $         15,675,489
          Current liabilities                                 $          4,545,191  $          5,955,208
          Total liabilities                                   $          6,872,706  $          7,778,487
          Total stockholders' equity                          $          7,220,646  $          7,897,002
</TABLE>


6.       Discontinued Operations:
         -----------------------

Effective  February 29, 1996, the Company sold 100% of the common stock of Tempo
for a net cash  purchase  price of $453,436.  The results of operations of Tempo
have been reported  separately as a discontinued  operation in the  Consolidated
Statement of Operations.

Effective  August 31, 1996,  the Company sold 100% of its ownership  interest in
AQM for the  assumption  of all  liabilities  of AQM. In addition,  the AQM sale
included the release of the Company's  guarantees of certain debt (1) with AQM's
primary lending  institution;  (2) with certain key vendors;  and (3) related to
the payment and  performance  under  AQM's  lease of its  operating  facility in
Conway,  Arkansas.  The sale agreement  contains a total guaranty release cap of
$5.5 million.  Additionally,  the Company retained its contingent guarantee of a
$400,000  note  between  AQM and  DCT.  The  results  of  operations  of AQM are
therefore   presented  as  a  component  of   discontinued   operations  in  the
Consolidated Statements of Operations.

Summarized results of operations of the discontinued operations of Tempo for the
nine months ended March 31, 1996 are as follows:
<TABLE>
<CAPTION>
<S>                                                                         <C>
                                                                                   March 31,
                                                                                     1996
                                                                               ----------------
                     Net sales                                              $       2,443,017
                     Operating loss                                         $        (281,121)
                     Net loss from discontinued operation                   $        (263,831)
</TABLE>


Summarized  results of operations of the discontinued  operations of AQM for the
period from July 1, 1996 to the  disposition  date and for the nine months ended
March 31, 1996 are as follows:
<TABLE>
<CAPTION>
<S>                                                   <C>                  <C>
                                                          July 1,1996 to           March 31,
                                                           Disposition               1996
                                                         -----------------     ----------------
                     Net sales                        $         2,682,751  $       14,313,717
                     Operating loss                   $          (983,604) $         (663,057)
                     Net loss from discontinued       
                     operation                        $          (566,991) $       (1,156,036)
</TABLE>

                                       7
<PAGE>

                        MILLENNIA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
                                   (Unaudited)
                                  -------------

7.       Oil and Gas Operations:
         ----------------------

On November 4, 1996,  Doblique  acquired  certain  oil and gas  properties.  The
purchase price consisted of $100,000,  a $1,625,842  promissory note and 120,000
shares of the Company's  common stock.  The terms of the promissory note require
monthly interest  payments at an annual rate of 12%. The monthly payments are to
be paid from 100% of the net proceeds  generated by the oil and gas  properties.
Any  remaining  unpaid  principal  balance  is  due on  November  1,  1999.  The
promissory note is secured by the interests in the oil and gas  properties,  and
is further  secured by 750,000 shares of common stock of Digital  Communications
Technology Corporation.

The  asset  purchase  and  sale  agreement  stipulated  an  effective  date  for
transferring the seller's  interests in the oil and gas properties to be October
1, 1996.  Consequently,  the operations of the acquired interests in the oil and
gas properties are reflected in the  consolidated  statements of operations from
the effective date. The Company accounted for the acquisition using the purchase
method of accounting.

The  Company  follows  the  full-cost  method  of  accounting  for  oil  and gas
properties,   as  prescribed  by  the   Securities   and  Exchange   Commission.
Accordingly, all costs associated with acquisition,  exploration and development
of oil  and  gas  reserves,  including  directly  related  overhead  costs,  are
capitalized.

All capitalized costs of oil and gas properties,  including the estimated future
costs to develop proved reserves, are amortized on the unit-of-production method
using  estimates  of  proved  reserves.   Costs  directly  associated  with  the
acquisition  and  evaluation  of  unproved  properties  are  excluded  from  the
amortization  base until the related  properties  are  evaluated.  Such unproved
properties  are assessed  periodically,  and any  provision  for  impairment  is
transferred to the full-cost  amortization base. Sales of oil and gas properties
are  credited to the  full-cost  pool  unless the sale would have a  significant
effect on the amortization rate. Abandonments of properties are accounted for as
adjustments to capitalized costs with no loss recognized. The Company's does not
currently own any unproved properties.

The net  capitalized  costs are subject to a "ceiling  test,"  which limits such
costs to the  aggregate of the  estimated  present  value of future net revenues
from  proved  reserves  discounted  at ten  percent  based on  current  economic
conditions.

Information  regarding  the  Company's  oil and gas reserves has been filed as a
part of the Company's Form 8-K/A on December 30, 1996.

8.       Contingencies: 
         -------------

In  connection  with the  disposition  of AQM, the Company was released from its
guarantees of trade debts of AQM with certain key vendors.  Nonetheless,  one of
these  vendors has brought an action  against the Company  asserting its alleged
rights under one of these  guaranty  agreements.  Plaintiff's  current demand is
approximately  $247,500.  The Company  believes  that it was  released  from its
guaranty of this debt and intends to vigorously defend itself in this matter.





                                       8
<PAGE>



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

Overview

         Effective  August  31,  1996,  the  Company  sold  all the  issued  and
outstanding stock of AQM. Since, at the time of the sale, AQM had liabilities in
excess  of its  assets,  the  sale  of  AQM  relieved  the  Company  of the  net
liabilities  of  AQM  upon  consolidation  and  resulted  in  a  gain  from  the
disposition  of AQM of  approximately  $1,586,000.  AQM  generated  losses  from
operations  from  July  1,  1996 to the  effective  sale  date of  approximately
$567,000 which resulted in a net gain from the discontinued  operations and sale
of AQM of  approximately  $1,019,000.  The  gain on  disposition  of AQM and the
losses  generated  from  AQM's  operations  are  segregated  under  discontinued
operations on the Company's consolidated statements of operations.

         The net gain from  discontinued  operations  offset the Company's  loss
from continuing operations before income taxes of approximately $633,000 for the
nine  months  ended March 31,  1997,  resulting  in net income of  approximately
$385,000  for the same period.  For both the three month and nine month  periods
ended March 31,  1997,  the Company  generated  smaller  losses from  continuing
operations  before income taxes than in the  corresponding  periods of the prior
year.  This  difference is due primarily to significant  losses  incurred in the
prior  year  upon the  disposition  of  approximately  1,622,000  shares  of the
Company's  investment  in DCT.  The  transfer of DCT stock in the prior year was
effected in order to repay a stockholder  of the Company.  The  stockholder  had
previously  transferred  approximately  1,659,000 shares of the Company's common
stock to creditors of AQM. Another  significant factor resulting in the variance
of operating losses for comparable  periods is  significantly  lower general and
administrative expenses which is discussed later.

         During the quarter  ended  December 31, 1996,  an income tax  provision
resulted  from a  reevaluation  of an  estimate  of the  income tax refund to be
received by the Company.  Upon collection of the refund and based on the results
of an Internal Revenue Service examination, it was determined that approximately
$102,000  of the  balance  recorded  as an income  tax  receivable  would not be
collected. Consequently, the asset was reduced and a corresponding tax provision
was expensed in the second fiscal quarter. This non cash item did not impact the
Company's  liquidity.  In  addition,  management  determined  that  a  valuation
allowance against the Company's  deferred tax assets was appropriate and elected
to record an  additional  tax  provision  of  approximately  $42,000  during the
quarter ended March 31, 1997.

         Interest and other income for the three and nine months ended March 31,
1997 are lower than the results for the comparative  periods.  The difference is
due to the  reduction of the  Company's  ownership  percentage  in DCT since the
corresponding  periods of the prior year. The Company's average ownership in DCT
for the nine month period ended March 31, 1997 was 16% (declining from 17.55% to
14.76%) as compared to 32% (declining from 46.81% to 17.59%) for the nine months
ended  March 31,  1996,  resulting  in the lower  equity  interest  in DCT's net
income.  The current period reduction in the Company's  ownership  percentage in
DCT is due to the dilutive effect of the issuance of additional  common stock by
DCT during  the nine month  period  ended  March 31,  1997.  DCT's  issuance  of
additional common stock reduced the Company's  ownership interest  percentage by
2.79%  while open  market  sales of some of the  Company's  DCT common  stock to
support the Company's  operations reduced the Company's ownership  percentage by
the remaining 0.45%.

         The Company's general and administrative  expenses continued to be the
most significant  operating expense  item  for  the three and nine month periods
ended March 31, 1997 and 1996. Current period costs  were lower  than those from
the comparable periods  of the  prior year  due  to a  reduction of  corporate 
overhead payroll costs resulting from the lower level of activity during these
periods caused by the disposition of AQM and Tempo. Overhead


                                       9
<PAGE>


payroll costs declined approximately 33% and 144% for the three and nine month
periods ended March 31, 1997 as  compared to the same  periods  ended March 31,
1996.  However,  legal and  professional fees   increased 55% to approximately 
$170,000 for the nine months  ended March 31, 1997 over the same period  ended
March 31, 1996.  These legal fees were associated with the shareholder 
derivative action, as discussed in the Company's prior reports.

         The Company's net sales  revenues for the nine month period ended March
31, 1997 are approximately  31% lower than those of the corresponding  period of
the prior year.  The decline is due to the  discontinuance  of  management  fees
which were  charged to DCT during the period  ended March 31,  1996.  Management
fees  charged to DCT ceased in  December  1995,  coinciding  with the  Company's
reduced ownership interest in DCT. Services  previously  provided by the Company
were assumed by DCT employees.

Door Distribution Segment

         Net sales from this segment approximated  $140,000 and $411,000 for the
three and nine months ended March 31, 1997 as compared to approximately  $97,000
and  $327,000  for the three and nine months  ended March 31,  1996.  The highly
competitive  market in which Omni operates will often  produce  fluctuations  in
sales depending on various external factors.  The increase in sales,  therefore,
does not  necessarily  represent a trend of continued  sales  increases,  but is
instead a  function  of the  volatility  of the  marketplace.  This  segment  is
however,  enjoying  repeat business as it continues to establish a reputation in
the marketplace.  Therefore,  some of the sales increases can be attributable to
customer satisfaction with the products and services provided.

         For the three and nine month periods ended March 31, 1997, this segment
generated  operating  income of  approximately  $2,000 and $4,400 as compared to
operating losses of approximately  $1,100 and $7,000 for the comparable  periods
of the prior year.  The primary  reason for the operating  income in the current
periods is the increased sales, especially during the three months periods ended
March 31, 1997 and December 31, 1996. Also, a decline in cost of goods sold as a
percentage of sales from approximately 78% for the nine month period ended March
31,  1996 to  approximately  76% during the nine  months  ended  March 31,  1997
contributed to the operating income in the current  periods.  Increased sales of
wood doors, for which the segment earns slightly higher margins,  contributed to
the decline in cost of goods  sold.  Some  fluctuation  in cost of goods sold is
anticipated  as additional  direct labor costs are added and adjusted to support
the increased sales levels.

Oil and Gas Segment

         Effective in October 1996, the Company's Doblique  subsidiary  acquired
certain interests in oil and gas properties  located in Texas,  Oklahoma and New
Mexico.  Revenues  and  production  expenses  related  to these  activities  are
included as separate  line items on the  Company's  consolidated  statements  of
operations.  Prior to interest  expense of approximately  $79,000,  this segment
generated  approximately  $72,000 in  operating  income  during the period  from
inception  to March 31, 1997.  Oil and gas revenues for the quarter  ended March
31, 1997 were higher than those of the quarter ended December 31, 1996 due to an
overall increase in wholesale oil and gas prices during the same periods.

Capital Resources

         The Company  does not currently  have  any  material  commitments  for 
capital  expenditures. However,  the  Company is  actively seeking acquisition
candidates to include within the consolidated group. Such business acquisitions
are expected to be financed through a combination of debt (seller-financing) and
new stock issuances. 


                                       10
<PAGE>

Liquidity

         During  the nine month  period  ended  March 31,  1997,  the  Company's
operating  activities  provided cash flows of  approximately  $150,000.  This is
compared with net cash used in operating activities of approximately  $1,078,000
for the nine month  period  ended March 31,  1996.  The  primary  reason for the
positive  operating  cash flows in the nine months  ended March 31, 1997 was the
receipt  of the  Company's  income  tax refund  and  related  interest  totaling
approximately $494,000. The Company was able to utilize its net operating losses
experienced  during the 1995 fiscal year and carry them back to prior years when
the  Company  generated  taxable  income and paid income  taxes.  The income tax
refund offset the operating cash requirements of the nine months ended March 31,
1997,  and the excess cash was utilized to establish  the  Company's  marketable
securities  portfolio  which had previously  been  liquidated  prior to June 30,
1996.

         In addition to the establishment of the Company's marketable securities
portfolio,  approximately  $111,000 was used to acquire interests in oil and gas
properties  through  the  Company's  Doblique  subsidiary.  When  combining  the
activities of the  marketable  securities  portfolio,  proceeds from the sale of
21,500 shares of the Company's  investment in DCT and the  investment in oil and
gas properties,  approximately $350,000 in cash was used in investing activities
during the nine months ended March 31, 1997.

         In  connection  with the  disposition  of AQM, the Company was released
from its guarantees of trade debts of AQM with certain key vendors. Nonetheless,
one of these  vendors has brought an action  against the Company  asserting  its
alleged  rights  under one of these  guaranty  agreements.  Plaintiff's  current
demand is approximately $247,500. The Company believes that it was released from
its  guaranty  of this debt and  intends  to  vigorously  defend  itself in this
matter. There can be no assurance, however, that the Company will be successful.
If the  Company  is  unsuccessful  in its  defense,  a  negative  impact  on the
Company's  earnings,  overall liquidity and,  specifically,  its cash flows from
operating activities would occur.

         In order to finance  current  operations,  approximately  $238,000  was
advanced to the Company by a stockholder  during the nine months ended March 31,
1997.  These temporary  advances are anticipated to be repaid from proceeds from
the marketable  securities  portfolio and/or from the Company's  operations.  In
addition,  approximately $13,000 in cash was used to repay principal amounts due
on the note payable related to the oil and gas operations of Doblique.

         The  primary  sources of funding for the  operations  of the Company in
fiscal year 1997 will be proceeds from the marketable securities portfolio.  The
Company may also sell part of its  investment  securities in DCT to provide cash
as  needed.  Furthermore,  the  Company  plans to seek out  additional  business
acquisition  candidates  and/or  start-up  opportunities  in  order  to  provide
supplemental   operating   cash   necessary  to  fund  the  Company's   overhead
requirements.

Significant  Unconsolidated  Subsidiary  --  Digital  Communications  Technology
Corporation

         DCT files a separate  Form  10-QSB  with the  Securities  and  Exchange
Commission.  Excerpts from DCT's  management  discussion and analysis section of
its Form 10-QSB is included below. The reader is encouraged to read DCT's entire
Form 10-QSB for more complete information.

Overview

         DCT  experienced a significant  drop in net sales for the quarter,  but
was still  above  prior year  levels for the nine month  period  ended March 31,
1997.   Net  sales  for  the  three  months  ended  March  31,  1997   decreased
approximately  33%,  while net sales for the nine month  period  ended March 31,
1997 increased  approximately 3%
 


                                       11
<PAGE>


in comparison to the respective  periods of the prior year. The large  operating
loss for the quarter also produced an operating loss for the nine months ended
March 31,  1997.  Increases in cost of goods sold and general and administrative
expenses contributed to the operating losses.

Liquidity

         DCT  utilized  approximately  $1,733,000  and  $536,000  in  cash  from
operating  activities  for the nine  months  ended  March  31,  1997  and  1996,
respectively.  DCT's  operating  cash  position  is due  primarily  to the large
decrease in accounts  payable and an increase in accounts  receivable  which was
partially offset by a decrease in the level of inventory.

         Accounts payable decreased approximately $2,270,000 for the nine months
ended March 31, 1997 as compared to a decrease of  approximately  $1,001,000 for
the same period  ended March 31, 1996.  The decrease in accounts  payable in the
current period is due primarily to the decline in raw material  purchases  which
is a result of the declining sales volume.

         Accounts receivable increased  approximately  $661,000 from the balance
at June 30, 1996, while DCT's accounts  receivable  collection period (measuring
how quickly, on average,  DCT collects its accounts  receivable)  increased from
approximately  61 days at June 30,  1996 to  approximately  65 days at March 31,
1997. The slight  increase in the collection  period can be attributed to slower
payments from some of DCT's customers.  However,  the collection  period for the
nine months represents a dramatic improvement from the 85 day period for the six
month period ended December 31, 1996.  Management will continue to focus on this
area to  improve  credit  and  collections  efforts,  although  there  can be no
assurances that these efforts will be successful.

         Overall  inventory  levels  declined by $692,000  from June 30, 1996 to
March 31, 1997.  The  reduction is primarily due to the decrease in sales volume
that  has  slowed  the  level of raw  material  purchases.  Management  has been
successful  in its efforts to ensure that the least amount of operating  cash is
invested in inventory by insisting that shipments of raw materials are made on a
just-in-time  basis.  Inventory levels,  particularly in the work-in-process and
finished goods  categories,  will fluctuate  somewhat  depending on the size and
number of video tape duplicating orders processed at any given time.  Typically,
DCT does not stock significant quantities of finished products,  shipping orders
immediately upon completion.

         Approximately $187,000 in net cash was used in investing activities for
the nine  month  period  ended  March  31,  1997 as  compared  to  approximately
$2,072,000 in cash provided by investing activities for the corresponding period
of the prior  year.  The  primary  reason  for this  change in  position  is the
increase in capital  expenditures  in the current period (see Capital  Resources
below).

         DCT utilized its line of credit to provide approximately $1,080,000 for
working  capital  needs  during the nine months  ended March 31, 1997 and repaid
approximately  $225,000 in long-term  debt.  Management  intends to  selectively
utilize its line of credit to fund working capital requirements when needed.

         During the nine month  period  ended March 31,  1997,  DCT's cash needs
were met  primarily  through  operations  and  draws on  DCT's  line of  credit.
Long-term  liquidity  needs are  anticipated  to be met through sales growth and
separate financing arrangements. Management anticipates that it will continue to
meet most  obligations  as they come due,  and no  vendor/supplier  problems are
expected.

Capital Resources

         DCT  invested  approximately  $1,089,000  in  equipment  and  leasehold
improvements for the nine month
                                       12
<PAGE>

period  ended  March 31,  1997.  These  larger capital outlays related primarily
to expenditures for duplication, loading, packaging, and  leasehold improvements
at both DCT's Indianapolis and Ft. Lauderdale facilities. DCT recently announced
the expansion  and  relocation of the  entire Indianapolis   facility into a new
172,000 square foot building.  The Indianapolis  plant is  scheduled  to open in
June with an increased capacity of approximately 20%. The new facility layout is
designed to optimize  process flow, to reduce  product  handling and to minimize
the total cycle time of productions from order entry to delivery.  In  addition,
DCT intends to make capital  expenditures in excess of $2,000,000  in the coming
fiscal year  and intends to  finance these expenditures  through  operations and
through separate  financing arrangements.  There  can be no assurances,  however
that DCT will actually incur these budgeted expenditures.

Results of Operations

         Overall growth in DCT's target markets led to continued sales growth of
approximately  3% in the current  fiscal year to date.  Net sales of $19,796,000
for the nine  month  period  ended  March  31,  1997 were the  highest  in DCT's
history,  compared with $19,212,000 for the same period last year. However,  net
sales  for  the  three  months  ended  March  31,  1997  decreased   sharply  by
approximately  33% to $3,981,000,  down from  $5,930,000,  which was the highest
ever  sales  for the  quarter  in the same  period  ended  March 31,  1996.  The
significant sales decrease in the quarter ended March 31, 1997 can be attributed
to an industry wide decline in the quarter that is the result of a severe retail
backlog  caused by the closure of many stores in several  large  retail  chains.
Product  from these  chain  stores went back into the  market,  providing  other
chains with the  opportunity  to buy  distressed  merchandise  at  significantly
reduced cost, and thus slowing  further the third fiscal quarter sales which are
traditionally  very  slow.  At the  same  time,  other  chains  achieved  sharp,
margin-driven reductions in inventory levels by reducing in store quantities and
by  returning  significant  amounts  of unsold  product  to their  vendors,  our
customers. In addition, releases of theatrical product into video outlets lacked
any real hits to draw people into  retail,  and  generally  mild winter  weather
across the country reduced rental and sell-through  activity. It is important to
note that the decline in sales volume is not attributable to a loss of any major
accounts  to  competitors,  nor  have  any of DCT's  key  customers  gone out of
business.  The industry consensus is that the first few months of 1997 have been
significantly slower than expected.

         Operating  profit  also  fell  sharply,  declining  from  a  profit  of
approximately  $397,000 (6.7% of net sales) to a loss of approximately  $921,000
(-23.1%  of net  sales)  for the three  months  ended  March 31,  1996 and 1997,
respectively.  A lesser decline was  experienced for the nine months ended March
31,  1997 as  operating  profit  for  this  period  declined  from a  profit  of
approximately  $1,202,000  (6.3% of net sales) in the previous year to a loss of
$307,000 (-1.6% of net sales). Approximately $98,000 of the total operating loss
(31.9%) for the nine months ended March 31, 1997 is  attributable to losses from
one  of  DCT's  subsidiaries,   DCT-Internet   Corporation  ("DCTI").  DCTI  has
experienced start up losses in its first year of operation as sales have not yet
covered its operating  expenses.  DCT fully  anticipates  that DCTI's sales will
continue to increase and that DCTI will provide  operating profit for DCT by the
end of the  calendar  year.  There can be no  assurances,  however,  that actual
results will meet these  projections.  The  remaining  decline for DCT is due to
increases  in cost of goods  sold as a  percentage  of  sales  and  general  and
administrative expenses.

         Cost of goods sold, as a percentage of sales,  increased to 82% for the
nine months  ended  March 31, 1997 as compared to 77% for the nine months  ended
March 31, 1996.  The increased  cost of goods sold is directly  attributable  to
increased usage of temporary labor and the cost of offloading  excess production
volumes to other duplicators during the first and second fiscal quarters. Use of
these outside sources was unavoidable in order to complete  customer orders that
exceeded existing capacity at both facilities.  The lack of sufficient  capacity
was due to severely limited space in the current buildings and unexpected delays
in the  installation  of new  equipment.  Management has already taken the steps
necessary  to provide for the  increase  in sales  volume by  providing  for new
duplication  and packaging  equipment.  In addition,  due to the fixed nature of
several direct overhead

                                       13
<PAGE>


components, particularly depreciation, the cost of goods  sold  percentage  will
increase in periods where sales severely  decline - such as the third quarter of
fiscal 1997.  Management recognizes   that cost containment  through  efficiency
gains and productivity improvements is  essential to DCT's continued  profitable
growth and will continue to  implement actions to  improve DCT's  performance in
this area. There can  be no  assurances, however, that any  such actions will be
successful.

         Selling  expenses as a percentage of net sales  increased  slightly for
the nine month  period,  increasing  from 4.5% to 4.8% for the nine months ended
March 31, 1996 and 1997, respectively. The increase is due commissions paid.

         General and administrative expenses increased for the nine months ended
March 31, 1997 to  approximately  $1,804,000  (9.1% of net sales) as compared to
approximately  $1,368,000 (7.1%) for the corresponding period of the prior year.
The increase in the  percentage  of general and  administrative  expenses to net
sales is attributable to salary  increases and additional legal fees incurred in
connection with the shareholder derivative lawsuit.
See discussion of this matter in DCT's Form 10-KSB.

         DCT  realized  income from  securities  transactions  of  approximately
$99,000  for the nine months  ended March 31, 1997 as compared to  approximately
$368,000  for the  corresponding  period of the prior year.  The gains were from
investment  transactions  associated with DCT's marketable securities portfolio.
DCT  invests  funds in  equity  securities,  mainly  listed  on the New York and
American Stock  Exchanges,  and by policy,  limits the amount of exposure in any
one equity investment.  Such investments are continually monitored to reduce the
risk of any adverse stock market volatility.  Cash not invested in securities is
placed on account with  brokerage  firms,  which is swept daily into a federally
insured  money market  account,  or placed on account  with a federally  insured
national bank.

         Interest  expense  decreased  sharply  from  approximately  $530,000 to
$318,000  for the nine months  ended March 31, 1996 and 1997,  respectively  and
from  approximately  $150,000 to $106,000  for the three  months ended March 31,
1996 and 1997, respectively. This decrease is due to reduced borrowings on DCT's
line of credit and the lack of interest  expense  related to any borrowings from
DCT's marketable securities portfolio.






                                       14
<PAGE>



                                     PART II

Item 1.  Legal Proceedings

     In connection  with the  disposition  of AQM, the Company was released from
its guarantees of trade debts of AQM with certain key vendors.  Nonetheless, one
of these vendors has brought an action against the Company asserting its alleged
rights under one of these  guaranty  agreements.  Plaintiff's  current demand is
approximately  $247,500.  The matter is before the Circuit  Court for  Multnomah
County,  Oregon,  Case No. 9612-09247 and has net been set for trial.  Discovery
and  settlement  negotiations  have  occurred  and are  continuing.  The Company
believes  that it was  released  from its  guaranty  of this debt and intends to
vigorously  defend itself in this matter.  There can be no  assurance,  however,
that the Company will be successful.

Item 6.  Exhibits and Reports on Form 8-K

     The Company filed a current report on Form 8-K with the Commission on March
14, 1997  announcing  the formation of the Company's new  subsidiary,  Millennia
Entertainment, Inc.




                                       15
<PAGE>



                                   SIGNATURES


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


MILLENNIA, INC.


              /s/ Kevin B. Halter
By:  ________________________________                    Date: May 15, 1997
       Kevin B. Halter, President



             /s/ Tim C. Hafer
By: ________________________________                     Date: May 15, 1997
       Tim C. Hafer, Vice President and
          Chief Financial Officer


                                       16