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 September 30, 1997

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

         For the transition period from ______________ to _____________

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                         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: 
       November 11, 1997: 2,275,635

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


<PAGE>



                                 MILLENNIA, INC.

              Form 10-QSB for the Quarter ended September 30, 1997

                                Table of Contents


                                                                        Page
Part I - Financial Information

  Item 1   Financial Statements                                           3

  Item 2   Management's Discussion and Analysis or Plan of Operation     11


Part II - Other Information

  Item 1   Legal Proceedings                                             13

  Item 2   Changes in Securities                                         13

  Item 3   Defaults Upon Senior Securities                               13

  Item 4   Submission of Matters to a Vote of Security Holders           13

  Item 5   Other Information                                             13

  Item 6   Exhibits and Reports on Form 8-K                              13



                                                                             2

<PAGE>



Part 1 - Item 1 - Financial Statements

                        MILLENNIA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      September 30, 1997 and June 30, 1997

<TABLE>
<S>                                                                             <C>               <C>    

                                     ASSETS
                                                                                (Unaudited)       (Audited)
                                                                                September 30,       June 30,
                                                                                    1997              1997
                                                                                --------------------------------
Current Assets
   Cash on hand and in bank                                                      $   83,697    $     54,048
   Marketable securities                                                             18,750               -
   Accounts receivable, net of allowance for doubtful
      accounts of $25,000 and $25,000, respectively                                  58,876          70,021
   Accrued oil & gas sales                                                           62,056         115,894
   Income taxes recoverable                                                               -          10,659
   Inventory                                                                        113,631         106,440
   Prepaid expenses and other                                                         5,600             583
                                                                                -------------     -------------

         Total current assets                                                       342,610         357,645
                                                                                -------------     -------------


Oil & Gas Properties, net of accumulated
   depletion of $187,897 and $154,449, respectively                               1,722,103       1,774,243
                                                                                -----------       -------------


Other Assets
   Investment in affiliated company                                                 661,326         614,281
   Other property and equipment - net                                                39,486          26,223
   Other                                                                              6,107           6,107
                                                                                -------------     ------------

         Total other assets                                                         706,919         646,611
                                                                                -------------     ------------


TOTAL ASSETS                                                                     $2,771,632      $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>



                        MILLENNIA, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                      September 30, 1997 and June 30, 1997

<TABLE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY                      <C>             <C>
                                                                                 (Unaudited)    (Audited)
<S>                                                                             
                                                                                September 30,    June 30,
                                                                                    1997          1997
                                                                                --------------------------
Current Liabilities
   Current portion of long-term debt                                            $      3,930    $   3,930
   Accounts payable - trade                                                          274,283      215,162
   Due to stockholder and other affiliated entities                                  242,110      258,800
   Other accrued liabilities and deferred credits                                    275,374      260,509
                                                                                  ----------     -----------

         Total current liabilities                                                   795,697      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.  2,275,635 and 2,274,385 issued
      and outstanding, respectively.                                                     455          454
   Additional paid-in capital                                                      7,021,544    6,786,614
   Shares deemed to be treasury stock (47,016 and
       84,318 shares, respectively)                                                   (3,297)     (35,049)
   Unrealized gain (loss) on marketable securities                                    (3,332)           -
   Retained earnings                                                              (6,633,743)  (6,306,229)
                                                                                 ------------  -------------

         Total stockholders' equity                                                  381,627      445,790
                                                                                 ------------   -------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $2,771,632   $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>


                        MILLENNIA, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                 Three months ended September 30, 1997 and 1996
                                   (Unaudited)
<S>                                                                             <C>                <C>   

                                                                                    1997            1996
                                                                                --------------------------------

Net Revenues                                                                    $303,859        $130,165

Cost of Sales                                                                    297,150          96,832
                                                                                -------          --------
                                                                                   6,709          33,333
                                                                                ---------        --------

Operating Expenses
   Selling expenses                                                               12,426          11,669
   General and administrative expenses                                           132,900         251,468
   Depreciation and depletion                                                     37,656           1,212
                                                                                --------        ---------
      Total operating expenses                                                   182,982         264,349
                                                                                --------         ---------

Loss from Operations                                                            (176,273)       (231,016)

Other Income (Expenses)
   Gain on sales of marketable securities
      and securities of affiliated entity                                         18,751          11,283
   Interest and other income                                                         308          35,391
   Interest expense                                                              (48,447)              -
   Equity in loss of affiliated entity                                          (121,853)         (5,786)
                                                                                ---------         ---------

Loss from Continuing Operations
   before Provision for Income Taxes                                            (327,514)       (190,128)

Benefit from Income Taxes                                                              -           1,429
                                                                                ----------       -----------

Loss from Continuing Operations                                                 (327,514)       (188,699)

Discontinued Operations, net of income taxes
   Loss from discontinued operations of American Quality
      Manufacturing Corporation, net of income tax benefits of $-0-                    -        (566,991)
   Gain on disposition of American Quality Manufacturing
      Corporation, net of income tax provision of $617,412                             -       1,585,566
                                                                                ----------    ------------
      Income from discontinued operations                                              -       1,018,575
                                                                                ----------    ------------

Net Income (Loss)                                                              $(327,514)    $   829,876
                                                                                ==========     ===========

Earnings (loss) per weighted-average share of common stock outstanding
      From continuing operations                                                  $(0.14)         $(0.09)
      From discontinued operations                                                     -            0.49
                                                                                  --------        -------
         Total loss per share                                                     $(0.14)        $  0.40
                                                                                ==========      ==========

Weighted-average number of shares of common stock outstanding                   2,274,738      2,083,914

                                                                               ==========      ==========
</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>


                        MILLENNIA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 Three months ended September 30, 1997 and 1996
                                   (Unaudited)
<S>                                                                             <C>                  <C>    

                                                                                    1997               1996
                                                                                --------------------------------
Cash Flows from Operating Activities
   Net income (loss)                                                            $(327,514)        $ 829,876
   Adjustments to reconcile net income (loss) to
      net cash provided by (used in) operating activities
         Depreciation and depletion                                                38,869             1,212
         Provision for doubtful accounts                                                -             9,900
         (Gain) loss on sales of marketable securities
            and securities of affiliated entity                                   (18,751)          (11,283)
         Equity in earnings (loss) of affiliated entity                           121,853            (5,786)
         Discontinued operations                                                        -        (1,575,541)
         (Increase) decrease in:
            Accounts receivable                                                    11,145           (15,882)
            Accrued oil and gas sales                                              53,838                 -
            Recoverable income taxes                                               10,659                 -
            Inventory                                                              (7,191)          369,169
            Deferred tax benefit                                                        -           612,643
         Increase (decrease) in:
            Accounts payable                                                       59,129            (1,779)
            Other accrued liabilities                                              14,865           (16,054)
                                                                                ----------          -----------
Net cash provided by (used in) operating activities                               (48,115)          203,047
                                                                                ----------          -----------

Cash Flows from Investing Activities
   Proceeds from sales of securities of affiliated entity                         113,425            22,273
   Proceeds from sales of marketable securities                                   101,357            32,482
   Purchases of marketable securities                                            (122,828)         (225,198)
                                                                                ---------          ----------
Net cash provided by (used in) investing activities                                91,954          (170,443)
                                                                                ---------          ----------

Cash Flows from Financing Activities
   Repayment of advances from officer                                                   -           (16,000)
   Repayment of advances from stockholder                                         (16,690)                -
   Proceeds from exercise of employee stock options                                 2,500                 -
                                                                                ---------         ----------------
Net cash used in financing activities                                             (14,190)          (16,000)
                                                                                ---------          -----------

Increase in Cash and Cash Equivalents                                              29,649            16,604

Cash and cash equivalents at beginning of period                                   54,048            36,628
                                                                                ---------          ------------

Cash and cash equivalents at end of period                                      $  83,697         $  53,232
                                                                                =========          ============
</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. 6

<PAGE>



                        MILLENNIA, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                 Three months ended September 30, 1997 and 1996
                                   (Unaudited)

                                                     1997            1996
                                              --------------------------------
Supplemental Disclosures of
   Interest and Income Taxes Paid

      Interest paid during the period            $ 18,526          $     -
                                                  =======           ======

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


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>



                        MILLENNIA, INC. AND SUBSIDIARIES

                          Notes to 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   10.5%  or  13.2%   interest  in  Digital
Communications  Technology  Corporation  as of  September  30, 1997 and June 30,
1997, respectively. The Company held equivalent interests of approximately 17.0%
and 17.6% as of September 30, 1996 and June 30, 1996, respectively.

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. Securrities 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

   Marketable  securities  consist of equity  securities  which had an aggregate
   cost  of  approximately   $22,000  at  September  30,  1997.  The  marketable
   securities portfolio contains net unrealized losses of approximately  $3,250,
   resulting in a net carrying amount of approximately  $18,750 at September 30,
   1997.  The  unrealized  losses  are  reported  as  a  separate  component  of
   stockholders'  equity.  The  Company's  marketable  securities  portfolio  is
   classified as "available for sale" securities.


                                                                             8

<PAGE>



                        MILLENNIA, INC. AND SUBSIDIARIES

                    Notes to 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.  The  Company  has not yet  determined  the  impact  of the
   implementation of FAS 128.

   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 is  effective  for  fiscal  years  beginning  after
   December 15, 1997, with earlier  application  permitted.  The Company has not
   yet determined the impact, if any, of the implementation of SFAS 130.

   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.


                                                                              9

<PAGE>



                        MILLENNIA, INC. AND SUBSIDIARIES

                    Notes to Financial Statements - Continued
<TABLE>


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 September 30,
1997 and June 30, 1997, respectively:
                                                                                September 30,           June 30,
<S>                                                                                 <C>                   <C> 
                                                                                    1997                  1997
               Finished goods and purchased product                                 $96,585           $  99,777
               Other raw materials and supplies                                      17,046               6,663
                                                                                    --------          ---------

                                                                                   $113,631            $106,440
                                                                                    =======             =======

Note 4 - Equity investment in DCT

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

                                                                                For the three         For the three
                                                                                months ended          months ended
                                                                                September 30,          September 30,
                                                                                    1997                   1996
                                                                                --------------        -------------

         Net sales                                                               $2,205,858            $7,019,937
         Operating profit (loss)                                                $(1,115,340)             $168,137
         Income (loss) from continuing operations                                 $(989,942)             $130,748
         Net income (loss)                                                        $(594,715)              $65,667
         Earnings (loss) per share                                                   $(0.08)                $0.01

                                                                                    As of                 As of
                                                                                September 30,            June 30,
                                                                                    1997                   1997
                                                                                -------------         ------------

      Total assets                                                               $9,939,178           $12,345,302
      Total liabilities                                                          $7,084,434            $7,699,408
      Total stockholders' equity                                                 $2,851,744            $4,645,894

</TABLE>





                (Remainder of this page left blank intentionally)


                                                                          10

<PAGE>



Part I - Item 2

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

(1)   Results of Operations

Overview

Gross  revenues  for the first  quarter of Fiscal 1998  increased  approximately
$174,000  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.

Operating  expenses declined by approximately  $81,000 from the first quarter of
Fiscal  1997  compared  to the  first  quarter  of  Fiscal  1997 due to  reduced
corporate overhead expenses and lower legal and professional fees related to the
stockholder  derivative  litigation.  Some of these cost  savings were offset by
approximately   $36,000  in  depletion   expenses  related  to  Doblique  Energy
Corporation.

The Company experienced increases in gains on sales of marketable securities and
sales of securities of an affiliated entity, Digital  Communications  Technology
Corporation   (DCT),  of  approximately   $7,500  from   approximately   $11,000
experienced  in the  first  quarter  of  Fiscal  1997 to  approximately  $18,700
experienced in the first quarter of Fiscal 1998.

The Company  continues to experience  non-monetary  losses related to the use of
the equity method of accounting  related to its approximate  10.5% investment in
DCT.  During  the first  quarter of Fiscal  1997,  this  accounting  transaction
recognized  losses  of  approximately   $5,700  while  the  Company   recognized
approximately  $122,000 in proportionate  losses for the first quarter of Fiscal
1998.

The Company experienced losses from continuing  operations per  weighted-average
share of common stock outstanding of approximately $0.14 per share for the first
quarter of Fiscal 1998 as compared to a losses of approximately  $0.09 per share
for the first  quarter  of  Fiscal  1997.  Approximately  $0.05,  or the  entire
comparative  increase,  is attributable to the non-monetary  loss recognition of
the Company's proportionate share of the net losses of DCT.

Door Distribution Segment

Omni Doors, Inc. is the Company's oldest continuing  operating  subsidiary.  For
the first quarter of Fiscal 1998,  Omni  experienced  revenues of  approximately
$128,000 as compared to approximately  $130,000 for the equivalent period 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.


                                                                             11

<PAGE>



Omni  experienced  a net loss from  operations of  approximately  $5,000 for the
first three  months of Fiscal 1998 as compared to  approximately  $2,900 for the
same period during Fiscal 1997. The primary reason for this increase  relates to
increases in various selling  expenses for increased  visibility of Omni and its
product lines in the South Florida region.

Oil and Natural Gas Segment

Operations  in  Doblique  Energy  Corporation  were  started on October 1, 1997.
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.  Due to domestic  demand and  pricing  fluctuations  and other  market
pressures, Doblique experienced production and management costs related to these
sales of  approximately  $135,000.  Further,  depletion  on the  properties  and
approximately  $48,000 in interest  expense on the related purchase debt for the
properties caused an overall quarterly  operating loss of approximately  $99,000
in this segment.

Video Duplication 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 quarter of Fiscal 1998.  During this time period,
MEI  experienced  revenues of  approximately  $47,000 and  generated a loss from
operations of approximately $12,000. 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
MEI and its customer receive the best value for the contracted sales prices.

(2)   Liquidity

During the first  quarter  of Fiscal  1998,  the  Company  experienced  net cash
requirements  by operating  activities of  approximately  $48,000 as compared to
cash provided by operating activities during the first quarter of Fiscal 1997 of
approximately $203,000. Further, the Company experienced net positive cash flows
from marketable securities transactions of approximately $92,000. These proceeds
were utilized to support the cash deficit created by operating activities.

The primary  sources of funding for the  operations of the Company during Fiscal
1998 will be proceeds from transactions in its marketable  securities  portfolio
and  the  sale of  investment  securities  in DCT to  provide  cash  as  needed.
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.

(3)   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.


                                                                             12

<PAGE>



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  a  significant  increase  in oil  and  natural  gas  prices  that is
sustained over a prolonged  period,  it would be anticipated that  corresponding
increases in production costs and related operating expenses would occur.

Part II - Other Information

Item 1 - Legal Proceedings

   None

Item 2 - Changes in Securities

   None

Item 3 - Defaults on Senior Securities

   None

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

   The Company has held no regularly  scheduled,  called or special  meetings of
   shareholders during the reporting period.

Item 5 - Other Information

   None

Item 6 - Exhibits and Reports on Form 8-K

   None


                                                                            13

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                                   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.



November    11   , 1997                              /s/ Kevin B. Halter
         --------                                -------------------------------
                                                                Kevin B. Halter
                                      Chairman and Principal Accounting Officer




                                                                             14

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