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

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2009

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

For the transition period from _________________ to _________________

Commission file number 000-16974

**Millennia, Inc**.        (Exact name of small business issuer as specified in its charter)

|  | **Nevada**                                           |                             |  |  | **59-2158586**      |  |  |
|--|------------------------------------------------------|-----------------------------|--|--|---------------------|--|--|
|  | (State or other jurisdiction of                      |                             |  |  |  (IRS Employer |  |  |
|  | incorporation or organization)                       |                             |  |  | Identification No.) |  |  |
|  |                                                 |                             |  |  |                     |  |  |
|  | **2591 Dallas Parkway, Suite 102, Frisco, TX 75034** |                             |  |
|  | (Address of principal executive offices)             |                             |  |
|  |                                                 |                             |  |  |                     |  |  |
|  |                                                      | **(972) 963-0000**          |  |  |                     |
|  |                                                      | (Issuer's telephone number) |  |  |                     |

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

|  |   |   | Large accelerated filed |  o |   | Accelerated filer         |  o |   |
|--|--------|--------|-------------------------|---------|--------|---------------------------|---------|--------|
|  |   |   | Non-accelerated filer   |  o |   | Smaller reporting company |  x |   |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 under the Act) Yes o No x

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**Millennia, Inc.**

Quarterly Report on Form 10-Q        Quarter Ended March 31, 2009

Table of Contents

 

| **PART I—FINANCIAL INFORMATION**                                                                                                                                                                                          |   |   |   |  |   |   |  |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--|--------|--------|--|--------|
|                                                                                                                                                                                                                            |        |        |        |  |        |        |  |        |
| Item 1.    Financial Statements                                                                                                                                                                             |   |   |   |  |   |        |  | 2      |
|                                                                                                                                                                                                                            |        |
|                 Consolidated Balance Sheets as of March 31, 2009 (Unaudited) and December 31, 2008                          | 2      |
|                                                                                                                                                                                                                            |        |
|                 Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and 2008 (Unaudited)             | 3      |
|                                                                                                                                                                                                                            |        |
|                 Consolidated Statements of Cash Flows – For the three Months Ended March 31, 2009 and 2008 (Unaudited)     | 4      |
|                                                                                                                                                                                                                            |        |
|                 Notes to Consolidated Financial Statements (Unaudited)                                                           | 5      |
|                                                                                                                                                                                                                            |        |
| Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                       | 7      |
|                                                                                                                                                                                                                            |        |
| Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                                                                                                        | 9      |
|                                                                                                                                                                                                                            |        |
| Item 4T  Controls and Procedures                                                                                                                                                                       | 9      |
|                                                                                                                                                                                                                            |        |        |
| **PART II—OTHER INFORMATION**                                                                                                                                                                                             |   |   |        |  |        |        |  |        |
|                                                                                                                                                                                                                            |        |
| Item 1     Legal Proceedings                                                                                                                                                                           | 10     |
| Item 1A  Risk Factors                                                                                                                                                                                  | 10     |
| Item 2     Unregistered Sales of Equity Securities and use of Proceeds                                                                                                                            | 10     |
| Item 3     Defaults Upon Senior Securities                                                                                                                                                        | 10     |
| Item 4     Submission of Matters to a Vote of Security Holders                                                                                                                                         | 10     |
| Item 5     Other information                                                                                                                                                                      | 10     |
| Item 6     Exhibits                                                                                                                                                                                         |   |   |   |  |   |        |  | 10     |
|                                                                                                                                                                                                                            |        |        |        |  |        |        |  |        |
| Signatures                                                                                                                                                                                                                      |   |   |        |  |        |        |  | 10     |

 

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**PART I -- FINANCIAL INFORMATION**

Item 1. Financial Statements.

-  **MILLENNIA, INC.** 
-                      Consolidated Balance Sheets                 
-                      March 31, 2009 and December 31, 2008                 

|                                                                                                                       |   |   |   | March 31,   |   |   |              |   |
|-----------------------------------------------------------------------------------------------------------------------|--------|--------|--------|-------------|--------|--------|--------------|--------|
|                                                                                                                       |   |   |   | 2009        |   |   | December 31, |   |
|                                                                                                                       |   |   |   | (Unaudited) |   |   | 2008         |   |
| **Assets**                                                                                                            |        |        |
| Current asset:                                                                                                        |   |   |        |             |        |        |              |        |
|        Cash                                                                        |   |   | $      | 37,115      |   | $      | 46,337       |   |
|                                                                                                                  |        |        |
| Livestock, net                                                                                                        |   |   |   | 122,833     |   |   | 313,633      |   |
|                                                                                                                  |        |        |
|                **Total assets**            |   |   | $      | 159,948     |   |   | 359,970      |   |
|                                                                                                                  |        |        |
| **Liabilities and Stockholders' Deficit**                                                                             |   |   |        |             |        |        |              |        |
|                                                                                                                  |        |        |
| Current liabilities:                                                                                                  |   |   |        |             |        |        |              |        |
|        Accounts payable and accrued expenses                                       |   |   | $      | 287,177     |   | $      | 274,813      |   |
|        Accrued interest                                                            |   |   |   | 505,329     |   |   | 469,523      |   |
|                                                                                                                  |        |        |        |             |        |        |              |        |
|                Total current liabilities   |   |   |   | 792,506     |   |   | 744,336      |   |
|                                                                                                                  |        |        |        |             |        |        |              |        |
| Note payable to related party                                                                                         |   |   |   | 400,000     |   |   | 400,000      |   |
| Due to related party                                                                                                  |   |   |   | 2,051,727   |   |   | 2,043,984    |   |
|                                                                                                                  |        |        |        |             |        |        |              |        |
|                Total liabilities           |   |   |   | 3,244,233   |   |   | 3,188,320    |   |
|                                                                                                                  |        |        |        |             |        |        |              |        |
| Stockholders' deficit:                                                                                                |   |   |        |             |        |        |              |        |
|        Preferred stock - $0.001 par value                                          |   |   |        |             |        |        |              |        |
|            50,000,000 shares authorized; no                    |   |   |        |             |        |        |              |        |
|            shares issued and outstanding                       |   |   |   | --          |   |   | --           |   |
|        Common stock - $0.001 par value                                             |   |   |        |             |        |        |              |        |
|            50,000,000 shares authorized                        |   |   |        |             |        |        |              |        |
|            2,337,837 shares issued and outstanding             |   |   |   | 2,338       |   |   | 2,338        |   |
|        Additional paid-in capital                                                  |   |   |   | 6,024,341   |   |   | 6,024,341    |   |
|        Accumulated deficit                                                         |   |   |   | (9,110,964  | )      |   | (8,855,029   | )      |
|                                                                                                                  |        |        |        |             |        |        |              |        |
|                Total stockholders' deficit |   |   |   | (3,084,285  | )      |   | (2,828,350   | )      |
|                                                                                                                  |        |        |        |             |        |        |              |        |
| **Total liabilities and stockholders' deficit**                                                                       |   |   | $      | 159,948     |   | $      | 359,970      |   |

The accompanying notes are an integral part of these unaudited financial statements

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-  **MILLENNIA, INC.** 
-  Consolidated Statements of Operations 
-  Three Months ended March 31, 2009 and 2008 

|                                                                                                                                           |   |   |   | 2009        |   |   | 2008        |   |
|-------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|-------------|--------|--------|-------------|--------|
|                                                                                                                                           |   |   |   | (Unaudited) |   |   | (Unaudited) |   |
| Revenues:                                                                                                                                 |   |   |        |             |        |        |             |        |
|      Purses                                                                                                      |   |   | $      | 35,592      |   | $      | 78,155      |   |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
| Operating expenses:                                                                                                                       |   |   |        |             |        |        |             |        |
|      Livestock expenses                                                                                          |   |   |   | 57,431      |   |   | 140,864     |   |
|      General and administrative                                                                                  |   |   |   | 35,990      |   |   | 33,173      |   |
|      Depreciation expense                                                                                        |   |   |   | 22,333      |   |   | 31,286      |   |
|      Loss on disposition of livestock                                                                            |   |   |   | 139,967     |   |   | 4,500       |   |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
|                                                                                                                                      |   |   |   | 255,721     |   |   | 209,823     |   |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
| Operating loss                                                                                                                            |   |   |   | (220,129    | )      |   | (131,668    | )      |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
| Other income (expense):                                                                                                                   |   |   |        |             |        |        |             |        |
|      Interest expense                                                                                            |   |   |   | (35,806     | )      |   | (33,564     | )      |
|      Gain on cancellation of debt                                                                                |   |   |   | --          |   |   | 452,214     |   |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
|                Total other income (expense)                    |   |   |   | (35,806     | )      |   | 418,650     |   |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
|                Income (loss) before provision for income taxes |   |   |        |             |        |        |             |        |
| Provision for income taxes                                                                                                                |   |   |   | --          |   |   | --          |   |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
|                Net income (loss)                               |   |   | $      | (255,935    | )      | $      | 286,982     |   |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
| Basic and diluted loss per share                                                                                                          |   |   | $      | (0.11       | )      | $      | (0.12       | )      |
|                                                                                                                                      |        |        |        |             |        |        |             |        |
| Weighted average number of shares                                                                                                         |   |   |        |             |        |        |             |        |
|      outstanding - basic and diluted                                                                             |   |   |   | 2,337,837   |   |   | 2,337,837   |   |

The accompanying notes are an integral part of these unaudited financial statements

 

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-  **MILLENNIA, INC.** 
-                      Consolidated Statements of Cash Flows                 
-                      Three Months ended March 31, 2009 and 2008                 

|                                                                                                                                                     |   |   |   | 2009        |   |   | 2008        |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|-------------|--------|--------|-------------|--------|
|                                                                                                                                                     |   |   |   | (Unaudited) |        |   | (Unaudited) |   |
| Cash flows from operating activities:                                                                                                               |   |   |        |             |        |        |             |        |
|      Net income (loss)                                                                                                     |   |   | $      | (255,935    | )      | $      | (286,982    | )      |
|      Adjustments to reconcile net loss to net cash                                                                         |   |   |        |             |        |        |             |        |
|         used in operating activities:                                                                       |   |   |        |             |        |        |             |        |
|           Depreciation                                                                            |   |   |   | 22,333      |   |   | 31,286      |   |
|           Gain on cancellation of debt                                                            |   |   |   | --          |   |   | (452,214    | )      |
|           Loss on disposition of livestock                                                        |   |   |   | 139,967     |   |   | 4,500       |   |
|      Changes in operating assets and liabilities:                                                                          |   |   |        |             |        |        |             |        |
|         Accounts payable and accrued expenses                                                               |   |   |   | 12,364      |   |   | 128,000     |   |
|         Accrued interest                                                                                    |   |   |   | 35,806      |   |   | 33,564      |   |
|                                                                                                                                                |        |        |        |             |        |        |             |        |
|                 Net cash used in operating activities               |   |   |   | (45,465     | )      |   | 32,118      |   |
|                                                                                                                                                |        |        |
| Cash flows from investing activities:                                                                                                               |   |   |        |             |        |        |             |        |
|      Purchase of livestock                                                                                                 |   |   |   | --          |   |   | (167,780    | )      |
|      Proceeds from disposition of livestock                                                                                |   |   |   | 28,500      |   |   | 36,000      |   |
|                                                                                                                                                |        |        |        |             |        |        |             |        |
|                 Net cash used in investing activities               |   |   |   | 28,500      |   |   | (131,780    | )      |
|                                                                                                                                                |        |        |        |             |        |        |             |        |
| Cash flows from financing activities:                                                                                                               |   |   |        |             |        |        |             |        |
|      Funds advanced from (paid to) related party                                                                           |   |   |   | 7,743       |   |   | (38,701     | )      |
|                                                                                                                                                |        |        |
|                 Net cash provided by (used in) financing activities |   |   |   | 7,743       |   |   | (38,701     | )      |
|                                                                                                                                                |        |        |        |             |        |        |             |        |
|                 Net decrease in cash                                |   |   |   | (9,222      | )      |   | (138,363    | )      |
|                                                                                                                                                |        |        |        |             |        |        |             |        |
| Cash at beginning of period                                                                                                                         |   |   |   | 46,337      |   |   | 203,664     |   |
|                                                                                                                                                |        |        |
| Cash at end of period                                                                                                                               |   |   | $      | 37,115      |   | $      | 65,301      |   |
|                                                                                                                                                |        |        |
| Supplemental disclosures of cash flow information:                                                                                                  |   |   |        |             |        |        |             |        |
|      Cash paid for interest                                                                                                |   |   | $      | --          |   |   | --          |   |
|                                                                                                                                                |        |        |
|      Cash paid for income taxes                                                                                            |   |   | $      | --          |   |   | --          |   |

The accompanying notes are an integral part of these unaudited financial statements

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-                      MILLENNIA, INC.                 
-                      NOTES TO FINANCIAL STATEMENTS                    MARCH 31, 2009                    (Unaudited)                 

Note 1: Description of Business and Summary of Significant Accounting Policies

Basis of Presentation

The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company's        annual financial statements for the period ended December 31, 2008.

Interim financial data presented herein are unaudited but in the opinion of management, all adjustments(consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Millennia, Inc. and its wholly owned subsidiary, Thoroughbreds, Inc. collectively referred to as the Company). All significant intercompany accounts and transactions have been eliminated in consolidation.

Organization

The Company was incorporated in the State of Florida in 1982 under the name of S.O.I. Industries, Inc. and changed its state of incorporation to the State of Delaware in 1987. On December 10, 1996, the Company changed its name to Millennia, Inc. In February 2005 the Company changed its state of incorporation to the State of Nevada.

Since its inception the Company has been a diversified management company engaged, through its affiliates and subsidiaries. in various businesses. The Company's primary business has been to acquire and operate business operations through affiliates and subsidiaries and to provide management expertise to the affiliates and subsidiaries. onsequently, the Company has never had any operations of its own that were not part of one of its affiliates and/or subsidiaries.

Until 1998 the Company's common stock was listed on the American Stock Exchange. In the same year, its common stock was involuntarily delisted from the Exchange due to a failure to meet the qualifications for continued listing, and subsequently in November 1998 the Company filed a Form 15 with the Securities and Exchange Commission, terminating its Registration and duty to file Reports with the Commission. Accordingly, the Company became a non-reporting company, with        its common shares being traded in the OTC Pink Sheets under the symbol "MENA".

On January 28, 2008, the Company filed a Form 10 to register as a reporting company. Said Form 10 was declared effective on May 13, 2008.

From November 1998 to January 2005, the Company had no business operations. In January 2005 it acquired 100% of the common stock of Thoroughbreds, Inc.,("Thoroughbreds"), which became a wholly owned subsidiary of the Company and recommenced operations.

Thoroughbreds, Inc. was incorporated on March 27, 2000 under the laws of the State of Nevada and was formed for the purpose of buying and selling thoroughbred race horses of every age from broodmares, weanlings, yearlings and racing age horses. However, in 2004, Thoroughbreds changed its primary business purpose from buying and selling thoroughbreds to buying, training, racing andbreeding thoroughbred horses.

 

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Cash and cash equivalents

The Company considers all cash on hand, in banks, including and on deposit with brokerage houses, certificates of deposit and other highly liquid debt instruments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.

Revenue Recognition

The Company recognizes revenue upon final settlement of sales transactions of its livestock which generally occurs at livestock auctions and claiming races.  The revenue and costs of revenue from the sale of livestock is recognized on a specific identification basis. Revenue from racing activities is recognized at the conclusion of the racing event.

Depreciation

Depreciation of livestock is computed on the straight-line method over their estimated breeding or racing lives, which range from three to five years.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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.

Impairment of long-lived assets

The Company reviews long-lived assets and certain identifiable assets related to those on a quarterly basis or impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At March 31, 2009, the Company does not believe that any impairment has occurred.

Earnings or Loss per Common Share

Basic and diluted loss per common share have been computed based upon the weighted average number of common shares outstanding during the period presented. At March 31, 2009 and 2008 there were no common stock equivalents outstanding.

Income Taxes

The Company accounts for income taxes using the asset and liability method.  Deferred tax assets and liabilities are recorded based on differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes using enacted tax rates in effect for the years in which the differences are expected to reverse. Income tax expense is the sum of the tax currently payable and the change in deferred tax assets and liabilities        during the period. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Recent Accounting Pronouncements

FASB 161

In March 2008, the FASB issued FASB Statement No. 161, which amends and expands the disclosure requirements of FASB Statement No. 133 with the intent to provide users of financial statements with an enhanced understanding of; how and why an entity uses derivative instruments, how the derivative instruments and the related hedged items are accounted for and how the related hedged items affect an entity's financial position, performance and cash flows. This Statement is        effective for financial statements for fiscal years and interim periods beginning after November 15, 2008. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

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Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Related Party Transactions

The former stockholder of Thoroughbreds has periodically advanced and received repayment of funds loaned to the Company to support operations, settle outstanding trade accounts payable and provide working capital. The net advances are repayable upon demand after March 31, 2010.

Through the year ended December 31, 2004 the advances made to the Company were non-interest bearing and due on demand. Accordingly, no interest expense was accrued on the advances through that date.

Pursuant to a certain promissory note executed on December 31, 2004, total advances to the Company are limited to $2,250,000. In addition, commencing January 1, 2005, the balance of advances due at that date as well as all subsequent advances bear interest at 6%. At March 31, 2009 and 2008, the Company has accrued approximately $505,329 and $469,523in interest associated with the advances and is included in accrued interest in the accompanying consolidated financial        statements. The Company recognized corresponding interest expense of approximately $35,806 and $33,564 for the period ended March 31, 2009 and 2008 in the accompanying consolidated statements of operations.

The principal stockholder and officer of the Company provided operational management and administrative services to the Company including the provision of accounting services, office space and furniture and equipment. In consideration for these services, the Company has been charged management fees amounting to $18,000 for each of the periods ended March 31, 2009 and 2007. Accordingly, these fees have been included in accounts payable/accrued expenses and general and        administrative expense in the accompanying consolidated financial statements.

Legal

In February 1997 a judgment was entered against the Company in connection with a breach of contract suit involving one of our subsidiaries' performance contractswe had guaranteed. In January 2008 we received advice from our legal counsel that the statute of limitation related to this judgment had lapsed. Accordingly, the accrued liability and interest totaling $452,214 relating to this claim has been reversed and included as other income in the accompanying March 31,        2008consolidated statement of operations.

Sale of common stock

No sales of common stock took place during the three months ended March 31, 2009.

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Item 2 and the March 31, 2009 Quarterly Report on Form 10-Q may contain "forward-looking statements." In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements        about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. Changes in the        circumstances upon which we base our predictions and/or forward-looking statements could materially affect our actual results.

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We do not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Such factors        include the factors described in our audited financial statements and elsewhere in the Company's annual audited financial statements for the period ended December 31, 2008.

Further, in connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on        historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results        and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf.

The following should be read in conjunction with our annual audited financial statements for the period ended December 31, 2008. 

The following is a summary of our financial results and condition for the three months ended March 31, 2009 and 2008.

Results of Operations

Revenues - For the three months ended March 31, 2009 compared to the three months ended March 31, 2008, revenue decreased from $78,155 to $35,592, an decrease of $42,563. The decrease in revenue was due to a decrease in the number of horses owned and, the number of races won.

Other Income - In February 1997 a judgment was entered against the Company in connection with a breach of contract suit involving one of our subsidiaries' performance contracts we had guaranteed. In January 2008 we received advice from our legal counsel that the statute of limitation related to this judgment had lapsed. Accordingly, the accrued liability and interest totaling $452,214 relating to this claim has been reversed and included as other income in the        accompanying March 31, 2008 consolidated statement of operations.

Operating Expenses - For the three months ended March 31, 2009 compared to the three months ended March 31, 2008, cost of revenues (livestock expenses) decreased from $140,864 to $57,431 an decrease of $83,433. The decrease in cost of revenues was due primarily to the decrease in number of horses owned. For the three months ended March 31, 2009 compared to the three months ended March 31, 2008, total operating expenses increased from $209,823 to $255,721. Operating        expense changes were due primarily to the sale of horses and the loss recognized from the  disposition of these horses.

Loss from Operations - For the three months ended March 31, 2009 compared to the three months ended March 31, 2008, loss from operations increased from $131,668 to $220,129, an increase of $88,461. This increase was primarily due to the loss on disposition of livestock. For the three months ended March 31, 2009 compared to the three months ended March 31, 2008, general and administrative expenses increased slightly from $33,173 to $35,990.

Net Income/Loss - For the three months ended March 31, 2009 compared to the three months ended March 31, 2008, net income decreased from a gain of $286,982 to a loss of $255,935, primarily due to the gain recognized from the cancellation of certain debt in 2008.

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Liquidity

As of March 31, 2009, the Company's cash position was $37,115. Since the acquisition of Thoroughbreds, all of our cash needs have been met through revenues from racing purses, sales of livestock and loans from Mrs. Halter  a note executed on December 31, 2004. Under said note, Mrs. Halter has periodically advanced and received repayment of funds loaned to the Company to support operations, settle outstanding trade accounts payable and provide working capital. The        net advances are repayable upon demand or after March 31 2009, although Mrs. Halter has orally committed that the note will not be called before December 31, 2010. Such extension is not a binding obligation, and repayment may be demanded before March 31, 2010. Until December 31, 2009 the Company's management will strive to build a horse racing business that is self-sustaining. Total advances under the note to the Company are limited to $2,250,000. Cumulative advances under the note were        $2,051,727 through March 31, 2009. We estimate the continuing costs of being a public company to be $18,000 during 2009. These costs are being paid from revenues generated from the Company's operations.

Capital Expenditures and Future Obligations

The Company's capital expenditures in previous years have been made almost exclusively to acquire thoroughbreds for racing and breeding purposes.  Management expects this trend to continue.

The Company has no planned significant future purchase commitments other than to increase its livestock holdings as deemed necessary. Other future obligations consist of certain related party advances and a note which are payable on demand after March 31, 2010.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We do not use derivative financial instruments. Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and short and long-term borrowing obligations. Investments in highly liquid instruments purchased with a remaining maturity of 90 days or less at the date of purchase are considered to be cash quivalents.

Item 4T. Controls and Procedures.

The management of Millennia is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance, based on an appropriate cost-benefit analysis, regarding the reliability of our financial reporting and the preparation        of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit        preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective        can provide only reasonable assurance of achieving their control objectives.  In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by Generally Accepted Accounting Principles (GAAP).  Based on this evaluation, our management concluded that, as of December 31, 2008, our internal control over financial reporting was not effective based on those criteria.   

The following material weaknesses were identified from our evaluation:        Due to the small size and limited financial resources, the Company's CEO is the only individual involved in the accounting and financial reporting. As a result, there is no segregation of duties within the accounting function, leaving all aspects of financial reporting and physical control of cash in the hands of the same individual, the CEO.  Usually, this lack of segregation of duties represents a material weakness; however, to remedy the matter, the Company plans to use an        outside accountant to review their procedures. The CEO (who also comprises the Board of Directors) examines and approves all cash transactions. We will continue to periodically review our disclosure controls and procedures and internal control over financial reporting and make modifications from time to time considered necessary or desirable.        (b) Changes in Internal Control over Financial Reporting. There were no other changes in our internal control over financial reporting that occurred during the last fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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**PART II -- OTHER INFORMATION**

Item 1.   Legal Proceedings.

In February 1997 a judgment was entered against the Company in connection with a breach of contract suit involving one of our subsidiaries' performance contracts we had guaranteed. In January 2008 we received advice from our legal counsel that the statute of limitation related to this judgment had lapsed. Accordingly, the accrued liability and interest totaling $452,214 relating to this claim has been reversed and included as other income in the accompanying March 31,        2008 consolidated statement of operations.

ITEM 1A. Risk Factors.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None

Item 6. Exhibits.

> 
Exhibits
 31.1 
Certification by CEO and CFO pursuant to 18 USC Section 1350 as adopted by Section 302 of the Sarbanes-Oxley Act of 2002.  
  32.1 
Certification by CEO and CFO pursuant to 18 USC Section 1350as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.  

**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| Date: April 24, 2009 |   |   |                            |   |   |
|----------------------|--------|--------|----------------------------|--------|--------|
|                 |        |        |                            |        |        |
|                      |   |   | **MILLENNIA, INC.**        |   |   |
|                 |        |        |                            |        |        |
|                      |   |   | By: /s/ Kevin B. Halter    |   |   |
|                      |   |   | Kevin B. Halter, President |   |   |

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