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

                                    FORM 10-Q/A

(Mark One)

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

                For the quarterly period ended September 30, 2008

[_] 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 [ ]

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 [ ]        Accelerated filer [ ]
Non-accelerated filer [ ]          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 [ ] No [X ]

As of October 14, 2008,  registrant had outstanding  2,337,837  shares of common
stock.



<PAGE>

                                EXPLANATORY NOTE

This  Amendment  No. 1 on Form 10-Q/A  (the  "Amendment")  amends the  Quarterly
Report on Form 10-Q (the  "Original  Quarterly  Report")  for the quarter  ended
September 30, 2008,  which was originally filed with the Securities and Exchange
Commission on October 14, 2008. A Consolidated Statement of Stockholders Deficit
for years ended  December  31, 2007 and 2006 was  inadvertently  included in the
Original Quarterly Report. The Amendment does not include this information.


                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.


                                 MILLENNIA, INC.

                           Consolidated Balance Sheets

                    September 30, 2008 and December 31, 2007

                                     Assets
                                     ------
                                                     September 30,
                                                         2008       December 31,
                                                     (Unaudited)       2007
                                                     -----------    -----------

Current asset:
       Cash                                          $    81,563        203,664

Livestock, net                                           433,158        465,761
                                                     -----------    -----------

          Total assets                               $   514,721        669,425
                                                     ===========    ===========

                      Liabilities and Stockholders' Deficit
                      -------------------------------------

Current liabilities:
       Accounts payable and accrued expenses         $   270,216        669,729
       Accrued interest                                  436,611        330,324
                                                     -----------    -----------

          Total current liabilities                      706,827      1,000,053

Note payable to related party                            400,000        400,000
Due to related party                                   2,095,184      1,877,086
                                                     -----------    -----------

          Total liabilities                            3,202,011      3,277,139
                                                     -----------    -----------

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                            (8,713,969)    (8,634,393)
                                                     -----------    -----------

          Total stockholders' deficit                 (2,687,290)    (2,607,714)
                                                     -----------    -----------

Total liabilities and stockholders' deficit          $   514,721        669,425
                                                     ===========    ===========


See accompanying notes to consolidated financial statements.



                                       2
<PAGE>
<TABLE>
<CAPTION>

                                 MILLENNIA, INC.

                      Consolidated Statements of Operations

                  Nine Months ended September 30, 2008 and 2007


                                                            2008          2007
                                                        (Unaudited)    (Unaudited)
                                                        -----------    -----------
<S>                                                     <C>            <C>
Revenues:
     Purses                                             $   272,973        178,096
                                                        -----------    -----------

Operating expenses:
     Livestock expenses                                     425,613        364,738
     General and administrative                              84,080         76,863
     Depreciation expense                                    98,837         78,246
     Loss on disposition of livestock                        89,946         90,963
                                                        -----------    -----------

                                                            698,476        610,810
                                                        -----------    -----------

Operating loss                                             (425,503)      (432,714)
                                                        -----------    -----------

Other income (expense):
     Interest expense                                      (106,287)      (130,473)
     Gain on cancellation of debt                           452,214           --
                                                        -----------    -----------

          Total other income (expense)                      345,927       (130,473)
                                                        -----------    -----------

          Loss before provision for income taxes            (79,576)      (563,187)

Provision for income taxes                                     --             --
                                                        -----------    -----------

          Net loss                                      $   (79,576)      (563,187)
                                                        ===========    ===========


Basic and diluted loss per share                        $     (0.03)         (0.24)
                                                        ===========    ===========

Weighted average number of shares
     outstanding - basic and diluted                    $ 2,337,837      2,337,837
                                                        ===========    ===========



See accompanying notes to consolidated financial statements.





                                       3
<PAGE>

                                 MILLENNIA, INC.

                      Consolidated Statements of Operations

                 Three Months ended September 30, 2008 and 2007


                                                            2008          2007
                                                        (Unaudited)    (Unaudited)
                                                        -----------    -----------

Revenues:
     Purses                                             $   122,249         49,337
                                                        -----------    -----------

Operating expenses:
     Livestock expenses                                     137,077        145,340
     General and administrative                              28,011         25,208
     Depreciation expense                                    31,336         26,082
     Loss on disposition of livestock                        66,771         30,500
                                                        -----------    -----------

                                                            263,195        227,130
                                                        -----------    -----------

Operating loss                                             (140,946)      (177,793)
                                                        -----------    -----------

Other expense:
     Interest expense                                       (37,049)       (55,340)
                                                        -----------    -----------

          Loss before provision for income taxes           (177,995)      (233,133)

Provision for income taxes                                     --             --
                                                        -----------    -----------

          Net loss                                      $  (177,995)      (233,133)
                                                        ===========    ===========


Basic and diluted loss per share                        $     (0.07)         (0.09)
                                                        ===========    ===========

Weighted average number of shares
     outstanding - basic and diluted                    $ 2,337,837      2,337,837
                                                        ===========    ===========




See accompanying notes to consolidated financial statements.




                                       4
<PAGE>


                                  MILLENNIA, INC.

                       Consolidated Statements of Cash Flows

                   Nine Months ended September 30, 2008 and 2007


                                                                        2008          2007
                                                                     (Unaudited)  (Unaudited)
                                                                      ---------    ---------

Cash flows from operating activities:
     Net income (loss)                                                $ (79,576)    (592,696)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
          Depreciation                                                   98,837       78,246
          Gain on cancellation of debt                                 (452,214)        --
          Loss on disposition of livestock                               89,946       90,963
     Changes in operating assets and liabilities:
        Accounts payable and accrued expenses                            52,702      102,565
        Accrued interest                                                106,287      136,034
                                                                      ---------    ---------

          Net cash used in operating activities                        (184,018)    (184,888)
                                                                      ---------    ---------

Cash flows from investing activities:
     Purchase of livestock                                             (212,781)    (419,500)
     Proceeds from disposition of livestock                              56,600       71,181
                                                                      ---------    ---------

          Net cash used in investing activities                        (156,181)    (348,319)
                                                                      ---------    ---------

Cash flows from financing activities:
     Funds advanced from (paid to) related party                        218,098      371,064
                                                                      ---------    ---------

          Net cash provided by (used in) financing activities           218,098      371,064
                                                                      ---------    ---------

          Net decrease in cash                                         (122,101)    (162,143)

Cash at beginning of period                                             203,664      255,789
                                                                      ---------    ---------

Cash at end of period                                                 $  81,563       93,646
                                                                      =========    =========

Supplemental disclosures of cash flow information:
     Cash paid for interest                                           $    --           --
                                                                      =========    =========

     Cash paid for income taxes                                       $    --           --
                                                                      =========    =========

</TABLE>


See accompanying notes to consolidated financial statements.



                                       5
<PAGE>

                                 MILLENNIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2008
                                   (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, 2007,  notes and
accounting  policies thereto included in the Company's Form 10 as filed with the
SEC on May 9, 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.  Consequently,  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".



                                       6
<PAGE>

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 and
breeding thoroughbred horses.

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 for impairment whenever  circumstances and situations
change such that there is an  indication  that the  carrying  amounts may not be
recovered.  At  September  30,  2008,  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 September 30, 2008 and 2007 there were no common stock equivalents
outstanding.


                                       7
<PAGE>

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.

At September 30, 2008,  the Company has a net  operating  loss  carryforward  of
approximately  $7,500,000  to offset  future  taxable  income.  Additionally,  a
valuation  allowance  has  been  provided  to  completely  offset  approximately
$2,800,000  in deferred  taxes  assets  associated  with the loss  carryforward.
Subject to current regulations,  the carryforward will expire in varying amounts
through 2025.


Recent Accounting Pronouncements
--------------------------------

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and Financial  Liabilities-including  an amendment of FAS 115"
(Statement 159).  Statement 159 allows entities to choose, at specified election
dates, to measure  eligible  financial assets and liabilities at fair value that
are not otherwise required to be measured at fair value. If a company elects the
fair value  option for an  eligible  item,  changes in that item's fair value in
subsequent  reporting periods must be recognized in current earnings.  Statement
159 is effective  for fiscal years  beginning  after  November 15, 2007.  We are
currently  evaluating  the  potential  impact of Statement  159 on our financial
statements. We do not expect the impact will be material.

FASB 141(revised 2007) - Business Combinations

In December  2007,  the FASB  issued  FASB  Statement  No. 141  (revised  2007),
Business Combinations.  This Statement replaces FASB Statement No. 141, Business
Combinations.  This Statement retains the fundamental  requirements in Statement
141 that the acquisition  method of accounting  (which  Statement 141 called the
purchase method) be used for all business combinations and for an acquirer to be
identified for each business combination. This Statement defines the acquirer as
the entity  that  obtains  control  of one or more  businesses  in the  business
combination and  establishes the acquisition  date as the date that the acquirer
achieves control.  This Statement's scope is broader than that of Statement 141,
which  applied only to business  combinations  in which  control was obtained by
transferring  consideration.  By  applying  the same  method of  accounting--the
acquisition  method--to  all  transactions  and other events in which one entity
obtains control over one or more other businesses,  this Statement  improves the
comparability  of  the  information  about  business  combinations  provided  in
financial reports.

This  Statement  requires an  acquirer to  recognize  the assets  acquired,  the
liabilities  assumed,  and any  noncontrolling  interest in the  acquiree at the
acquisition  date,  measured at their fair values as of that date,  with limited
exceptions   specified  in  the  Statement.   That  replaces   Statement   141's
cost-allocation  process,  which  required  the  cost  of an  acquisition  to be
allocated to the individual  assets  acquired and  liabilities  assumed based on
their estimated fair values.


                                       8
<PAGE>

This Statement  applies to all  transactions  or other events in which an entity
(the  acquirer)  obtains  control  of one or  more  businesses  (the  acquirer),
including those  sometimes  referred to as "true mergers" or "mergers of equals"
and combinations achieved without the transfer of consideration, for example, by
contract  alone or through the lapse of minority  veto  rights.  This  Statement
applies to all business entities, including mutual entities that previously used
the pooling-of-interests method of accounting for some business combinations. It
does not apply to: (a) The formation of a joint venture,  (b) The acquisition of
an  asset or a group of  assets  that  does not  constitute  a  business,  (c) A
combination  between  entities  or  businesses  under  common  control,   (d)  A
combination  between  not-for-profit  organizations  or  the  acquisition  of  a
for-profit business by a not-for-profit organization.

This Statement  applies  prospectively  to business  combinations  for which the
acquisition  date is on or after the  beginning  of the first  annual  reporting
period  beginning  on or after  December  15,  2008.  An entity may not apply it
before that date.  Management believes this Statement will have no impact on the
financial statements of the Company once adopted.

FASB 160 - Noncontrolling Interests in Consolidated Financial Statements
         - an amendment of ARB No. 51

In  December  2007,  the FASB  issued FASB  Statement  No. 160 -  Noncontrolling
Interests  in  Consolidated  Financial  Statements - an amendment of ARB No. 51.
This  Statement  applies to all  entities  that prepare  consolidated  financial
statements,  except  not-for-profit  organizations,  but will  affect only those
entities  that  have  an  outstanding  noncontrolling  interest  in one or  more
subsidiaries or that  deconsolidate a subsidiary.  Not-for-profit  organizations
should  continue to apply the guidance in Accounting  Research  Bulletin No. 51,
Consolidated Financial Statements, before the amendments made by this Statement,
and any  other  applicable  standards,  until the  Board  issues  interpretative
guidance.

This Statement amends ARB 51 to establish accounting and reporting standards for
the  noncontrolling  interest in a subsidiary and for the  deconsolidation  of a
subsidiary.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  Statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity.

A noncontrolling interest,  sometimes called a minority interest, is the portion
of equity in a subsidiary not attributable, directly or indirectly, to a parent.
The objective of this Statement is to improve the relevance,  comparability, and
transparency of the financial  information  that a reporting  entity provides in
its consolidated  financial statements by establishing  accounting and reporting
standards  that require:  (a) The ownership  interests in  subsidiaries  held by
parties other than he parent be clearly  identified,  labeled,  and presented in
the  consolidated  statement of financial  position within equity,  but separate
from the parent's equity, (b) The amount of consolidated net income attributable
to the parent and to the  noncontrolling  interest  be  clearly  identified  and
presented on the face of the consolidated  statement of income, (c) Changes in a
parent's ownership  interest while the parent retains its controlling  financial
interest in its subsidiary be accounted for consistently.  A parent's  ownership
interest in a subsidiary  changes if the parent purchases  additional  ownership
interests  in its  subsidiary  or if the  parent  sells  some  of its  ownership


                                       9
<PAGE>

interests in its subsidiary.  It also changes if the subsidiary  reacquires some
of  its  ownership  interests  or the  subsidiary  issues  additional  ownership
interests.  All  of  those  transactions  are  economically  similar,  and  this
Statement requires that they be accounted for similarly, as equity transactions,
(d) When a subsidiary  is  deconsolidated,  any retained  noncontrolling  equity
investment  in the former  subsidiary be initially  measured at fair value.  The
gain or loss on the deconsolidation of the subsidiary is measured using the fair
value of any noncontrolling equity investment rather than the carrying amount of
that retained  investment,  (e) Entities  provide  sufficient  disclosures  that
clearly  identify and  distinguish  between the  interests of the parent and the
interests of the noncontrolling owners.

This Statement is effective for fiscal years,  and interim  periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar  year-ends).  Earlier  adoption is  prohibited.  This
Statement shall be applied  prospectively as of the beginning of the fiscal year
in which this Statement is initially  applied,  except for the  presentation and
disclosure  requirements.  The presentation and disclosure requirements shall be
applied  retrospectively  for all periods  presented.  Management  believes this
Statement  will have no impact on the  financial  statements of the Company once
adopted.


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.

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, 2009.

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.


                                       10
<PAGE>


Pursuant to a certain  promissory  note  executed on December  31,  2004,  total
advances to the Company were limited to $2,000,000. On July 2, 2008 an amendment
to the note was  executed,  raising  the  amount 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 September 30, 2008 and 2007, the
Company has accrued  approximately  $436,611 and $330,324 in 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  $37,049 and $55,340 for the period ended September 30,
2008 and 2007 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
$36,000 for each of the periods ended September 30, 2008 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 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  September  30,
2008 consolidated statement of operations.


Sale of common stock
--------------------

No sales of common stock took place during the six months  ended  September  30,
2008.


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


This Item 2 and the September 30, 2008 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.


                                       11
<PAGE>

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, 2007 included in our Form 10 as filed with the SEC on May 9,
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 included in our Form 10 as filed with the SEC on May 9, 2008.

The following is a summary of our financial  results and condition for the three
and nine months periods ended September 30, 2008 and 2007.


Results of Operations

Revenues - For the three months ended  September  30, 2008 compared to the three
months ended September 30, 2007, revenues increased from $49,337 to $122,249, an
increase of $72,912. The change in revenue was due to an increase in purses won.

Operating  Expenses - For the three months ended  September 30, 2008 compared to
the three months ended September 30, 2007, cost of revenues (livestock expenses)
decreased from $145,340 to $137,077,  a decrease of $8,263. The decrease in cost
of revenues was due  primarily to lower  training  expenses  over 2007.  For the
three  months  ended  September  30,  2008  compared to the three  months  ended
September  30,  2007,  total  operating  expenses  increased  from  $227,130  to
$263,195. Operating expense changes were due primarily to increases in livestock
expenses.

Loss from Operations - For the three months ended September 30, 2008 compared to
the three months ended September 30, 2007,  loss from operations  decreased from
$177,793 to $140,946, a decrease of $36,847.  This decrease was primarily due to
lower  interest  expense  and  livestock  expense.  For the three  months  ended
September  30, 2008  compared to the three  months  ended  September  30,  2007,
general and administrative expenses increased slightly from $25,208 to $28,011.

Net  Income/Loss - For the three months ended September 30, 2008 compared to the
three  months  ended  September  30,  2007,  net loss  decreased  from a loss of
$233,133  or ($0.09)  per share to a net loss of  $177,995  or ($0.07) per share
primarily due to reduction in expenses.


                                       12
<PAGE>

Revenues - For the nine months  ended  September  30, 2008  compared to the nine
months ended September 30, 2007,  revenues  increased from $178,096 to $272,973,
an increase  of $94,877.  The change in revenue was due to an increase of purses
won.

Operating  Expenses - For the nine months ended  September  30, 2008 compared to
the  nine  months  ended  September  30,  2007,  cost  of  revenues   (livestock
expenses)increased  from  $364,738 to  $425,613  an  increase  of  $60,875.  The
increase in cost of revenues was due  primarily to the increase of the number of
horses owned.  For the nine months ended September 30, 2008 compared to the nine
months ended  September  30,  2007,  total  operating  expenses  increased  from
$610,810 to $698,476.  Operating expense changes were due primarily to increases
in the number of horses owned expenses.

Loss from  Operations - For the nine months ended September 30, 2008 compared to
the nine months ended September 30, 2007,  loss from  operations  decreased from
$432,714 to $425,503. This slight decrease was primarily due to the decreases in
livestock expenses.

Net  Income/Loss - For the nine months ended  September 30, 2008 compared to the
nine months  ended  September  30, 2007,  net loss  decreased  from  $563,187 or
($0.24) per share to a net loss of $79,576 or ($0.03) per share.

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 September 30, 2008 consolidated statement of operations.

Liquidity

As of September  30, 2008,  the Company's  cash position was $81,563.  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 under
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 March 31, 2009. Such extension is not a binding obligation, and repayment
may be demanded  before March 31, 2009.  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 were limited to $2,000,000. On July
2, 2008 an amendment to the note was executed, raising the amount to $2,250,000.
Cumulative  advances under the note were $2,095,184  through September 30, 2008.
We estimate the continuing  costs of being a public company to be $18,000 during
2008.  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, 2009.


                                       13
<PAGE>


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 equivalents.

Item 4T. Controls and Procedures.

     (a)  Evaluation of Disclosure Controls and Procedures

         Mr. Kevin B. Halter, Millennia's President and Chief Executive Officer,
evaluated  the  effectiveness  of the design  and  operation  of its  disclosure
controls  and  procedures  as defined in Exchange Act Rule  13a-15(e).  The term
"disclosure  controls  and  procedures,"  as  defined  in  Rules  13a-15(e)  and
15d-15(e) under the Securities  Exchange Act of 1934, as amended,  (the Exchange
Act) means  controls  and other  procedures  of a company  that are  designed to
ensure that this information is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC's  rules and  forms.  Disclosure
controls and procedures include controls and procedures  designed to ensure that
information  required to be  disclosed by a company in the reports that it files
or  submits  under the  Exchange  Act is  accumulated  and  communicated  to the
company's management,  including its principal executive and principal financial
officers,   as  appropriate  to  allow  timely  decisions   regarding   required
disclosure. Based upon his evaluation of its disclosure controls and procedures,
Millennia's  President and chief  executive  officer has  concluded  that, as of
September 30, 2008 and as of the date of filing,  the controls,  and  procedures
were effective at a reasonable  assurance  level and will continue to operate as
designed.

         Millennia  maintains certain internal controls over financial reporting
that are appropriate,  consistent with cost-benefit  considerations,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally accepted accounting principles.

     (b)  Management's Report on Internal Control over Financial Reporting

         Our management is responsible for establishing and maintaining adequate
internal  control over financial  reporting (as defined in Rule 13a-15(f)  under
the Exchange  Act). Our management  assessed the  effectiveness  of our internal
control  over  financial  reporting as of  September  30,  2008.  In making this
assessment,  our  management  used the  criteria  set forth by the  Committee of
Sponsoring    Organizations    of   the   Treadway    Commission   in   Internal
Control-Integrated Framework. Our management has concluded that, as of March 31,
2008, our internal control over financial  reporting is effective based on these
criteria.  This  annual  report does not  include an  attestation  report of our
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's report was not subject to attestation by our registered
public  accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this annual report.

     (c)  Changes in Internal Control over Financial Reporting

There were no changes in the company's internal control over financial reporting
that  occurred  during the period  covered by this  quarterly  report  that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
company's internal control over financial reporting.


                                       14
<PAGE>

                          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  former
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  September  30,  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 1350
                  as 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:    October 14, 2008

                                                      MILLENNIA, INC.



                                                   By:  /s/ Kevin B. Halter
                                                      -----------------------
                                                      Kevin B. Halter, President




                                       15