UNITED STATES


SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
  
 x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2011
 
 OR
 
 o
TRANSITION REPORT PURSUANT TO 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 incorporation or organization)
(I.R.S. Employer Identification No.)801 E. Campbell Rd., #638, Richardson, TX 75034

(Address of principal executive offices)
 
 (972) 792-8873
 (Issuer’s telephone number)
 
 
 Indicate by check mark whether the Company: (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 Company 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 Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one) :
 
 Large accelerated filer  o
Accelerated filer o
Non-accelerated filer o

(Do not check if a smaller reporting company)
Smaller reporting company x
 
 Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 under the Act).
 Yes  o  No  x
 
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
 Check whether the Company filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes  ̈   No  ̈
 
 APPLICABLE ONLY TO CORPORATE ISSUERS
 
 As of April 4, 2011, Company had outstanding 38,837,837 shares of common stock.
 
 
 
 
 
 
 Millennia, Inc.
 
 Quarterly Report on Form 10-Q
 
 Quarter Ended March 31, 2011
 
 Table of Contents
 
 
 PagePART I — FINANCIAL INFORMATION
1ITEM 1. FINANCIAL STATEMENTS.
1Condensed Balance Sheets
1Consolidated Statements of Operations For The Three Months Ended  March 31, 2011 (Unaudited)
2Consolidated Statements of Cash Flows For The Three Months  Ended March 31, 2011 (Unaudited)
3Notes to Consolidated Financial Statements For the Three Months Ended March 31, 2011 (Unaudited)
4ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
7ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
8ITEM 4. CONTROLS AND PROCEDURES
8ITEM 1.LEGAL PROCEEDINGS.
8ITEM 1A. RISK FACTORS.
8ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
9ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
9ITEM 4. REMOVED AND RESERVED.
9ITEM 5. OTHER INFORMATION.
9ITEM 6. EXHIBITS
9SIGNATURES
10
 
 
 
 
 i
 
 PART I — FINANCIAL INFORMATION
 
 ITEM 1.
FINANCIAL STATEMENTS.
 
 
 
 MILLENNIA, INC.Consolidated Balance SheetsAssetsMarch 31,


December 31,2011


2010(Unaudited)Total assets

$
50


$
50Liabilities and Stockholders' DeficitCurrent liabilities:Accounts payable

$
12,406



19,924Accrued interest


-



136Loan form officers


-



10,050Total current liabilities


12,406



30,110Stockholders' deficit:Common stock - $0.001 par value, 50,000,000 shares authorized,38,837,837 and 38,837,837 shares issued and outstanding, respectively


38,838



38,838Additional paid-in capital


36,457



-Accumulated deficit


(87,651
)


(68,898
)Total stockholders' deficit


(12,356
)


(30,060
)Total liabilities and stockholders' deficit

$
50


$
50See accompanying notes to consolidated financial statements.
 
 1
  MILLENNIA, INC.Consolidated Statements of OperationsFor The Three Months Ended March 31, 2011(Unaudited)Revenues

$
-Operating expenses:General and administrative


18,753Operating loss


18,753Net loss

$
(18,753
)Basic and diluted loss per share

$
(0.00
)Weighted average number of sharesoutstanding - basic and diluted


38,837,837See accompanying notes to consolidated financial statements.
  
 2
 MILLENNIA, INC.Consolidated Statements of Cash FlowsFor the Three Months Ended March 31, 2011(Unaudited)Cash flows from operating activities:Net loss

$
(18,753
)Adjustments to reconcile net loss to net cashChanges in operating assets and liabilities:Accounts payable and accrued expenses


12,406Net cash used in operating activities


(6,347
)Cash flows from investing activities


-Cash flows from financing activities:Capital contribution


6,347Net cash provided by financing activities


6,347Net decrease in cash


-Cash at beginning of period


50Cash at end of period

$
50Supplemental disclosures of cash flow information:Cash paid for interest

$
-Cash paid for income taxes

$
-Conversion of debt to Equity

$
36,457See  accompanying notes to consolidated financial statements.
 3
 MILLENNIA, INC.
 
 Notes to Consolidated Financial Statements
 
 For the Three Months Ended March 31, 2011
 
 (Unaudited)
 
 
 
 Note 1.  Description of Business and Summary of Significant Accounting Policies
 
 Basis of Presentation
 
 The interim financial statements of Millennia, Inc. (“Millennia” or the “Company”) 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, 2010, as presented in the Company’s Form 10-K filed on February 23, 2011.
 
 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.
 
 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".
 
 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.
 
 Since May 2008, the Company has been a small reporting company, posting modest sales and operating losses.  In mid-2010, the directors determined that opportunities for additional sales and potential growth were not sufficient to continue to incur the expense of being a public company, and that the Company should seek a new business offering the prospect for faster growth. On July 28, 2010 Company entered into an Asset Purchase Agreement with Reunion Sports Group, LLC (“Reunion”), a Texas limited liability company, pursuant to which Company acquired assets of Reunion comprising the United League Baseball (“ULB”) in exchange for 36,500,000 newly issued shares of Company’s common stock.  The assets consist of the franchise agreements of six independent minor league baseball teams in south and west Texas, expansion rights for future teams to be formed or acquired by the League, intellectual property rights of United.
 
 The Exchange has been accounted for as a reverse acquisition under the purchase method for business combinations.  Accordingly, the combination of the two companies is recorded as a recapitalization of ULB pursuant to which ULB is treated as the continuing entity.
 
 Accordingly, the Financial Statements include the Consolidated Statements of Operations and Cash Flows for ULB for the three months ended March 31, 2011.  There was no activity for the three months ended March 31, 2010.
 
 
 
 4
 
 To give effect to the terms of the Purchase Agreement, the Company fully satisfied all accounts payable and its debt obligation to its principal shareholder (in the amount of $3,501,891 as of June 30, 2010) by conveying to such shareholder (i) cash in the amount of $100,000.00, (ii) the promissory note payable by Reunion in the amount of $200,000, plus all interest accrued thereon, and (iii) 100% of the outstanding common stock of the Company’s wholly-owned subsidiary, Thoroughbreds, Inc., and such shareholder delivered to the Company a release of any further liability.  As a result, at the closing of the transactions under the Purchase Agreement, the Company became free of any liability or encumbrance of any kind or character related to Thoroughbreds.
 
 Also in early 2011, Reunion defaulted on a $200,000 note due to Pam Halter (as assignee of the note from the Company), but entered into an agreement with Ms. Halter to extend the due date of such note to March 7, 2011. Reunion once again defaulted on the note but entered into an oral agreement with Ms. Halter under which she extended the note to April 15, 2011. If the note is not repaid at such time, Ms. Halter may exercise remedies against Reunion including foreclosing on Reunion’s shares of stock in the Company, which would result in a change in control of the Company.
 
 United League Baseball, Inc. (ULB), a wholly owned subsidiary of Millennia, Inc., was incorporated August 5, 2010 for the purpose of organizing and operating a league of  independent professional minor league baseball teams,  together with other related baseball and entertainment operations.
 
 To further its purposes, ULB has, under the terms of the Agreement entered into affiliation agreements with   six independent minor league professional baseball teams located across Texas which presently comprise United League Baseball.  The affiliation agreements provide that each of the six baseball teams, each of which is a Texas limited liability company, will play as an affiliate in the ULB for so long as ULB shall operate as a league and will pay to ULB annual fees in the amount of $100,000 per team.
 
 ULB has agreed with the Golden Baseball League and Northern League to form a larger professional baseball league known as the North American Baseball League, to begin  play in 2011.  The structure of the North American League provides for the three original leagues to play inter-league games with teams in other region, creating a twelve-team league with teams in Arizona, California, Canada, Hawaii,  Illinois,  Nevada, and Texas.
 
 The member leagues maintain their existing names and operations structure while consolidating and enhancing a number of business activities, including league-wide marketing, advertising, and sponsor revenue, collective purchasing opportunities, and will adhere to a single and consistent set of league operating by-laws. Three teams affiliated with ULB will play in the North American Baseball League in the 2011 season. Three ULB teams will not play in the 2011 season and will be moved  to different stadiums to resume play in the 2012 season.
 
 
 The North American League Western Division consist of  teams in Calgary, Alberta; Edmonton, Alberta; Chico, California; Maui, Hawaii; Yuma, Arizona; and Henderson, Nevada.
 
 The Eastern Division consists of teams in Edinburg, Texas; Harlingen, Texas; San Angelo, Texas; Lake County, Illinois; Rockford, Illinois; and Schaumburg, Illinois.
 
 Reunion was organized on April 5, 2007 for the purpose of acquiring minor league baseball operations. There were no activities until April 2009, when Reunion acquired the operations of five minor league teams - the  Amarillo 'Dillas,  the Laredo Broncos, the San Angelo Colts, the Edinburg Roadrunners, and the Rio Grande Whitewings Baseball Club - all located in the State of Texas. The Coastal Bend Professional Baseball Club,, LLC, d/b/a the Coastal Bend Thunder,  in Nueces County, Texas, was formed by Reunion on March 28, 2009. Reunion conveyed to Millennia, Inc ownership of the name “United League Baseball”. Millennia, Inc. formed a wholly-owned subsidiary, United League Baseball, Inc., and  each of the Reunion-owned teams became affiliates of United League Baseball, Inc. As a result, Millennia, Inc owns a league and the exclusive right to establish additional new teams (“expansion teams”) in the league.
 
 Note 2. Summary of Significant Accounting Policies
 
 (a)           Principles of Consolidation
 
 The accompanying consolidated financial statements include the accounts of Millennia, Inc. and its wholly owned subsidiary, United League Baseball, Inc. (collectively referred to as the “Company”). All significant inter-company accounts and transactions have been eliminated in consolidation.
 
 (b)           Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
   5
 
 
 (c)           Cash and Cash Equivalents
 
 For purposes of reporting cash flows, 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.
 
 (d)           Revenue Recognition
 
 The Company recognizes revenue from league dues pursuant to the terms of the various franchise agreements.  Revenues from sales of advertising and non game day ticket packages are recognized when the services are invoiced.  Revenues from concessions, events and game day sales are recognized when received.
 
 (e)           Financial Instruments Fair Value, Concentration of Business and Credit Risk
 
 The carrying amount reported in the consolidated balance sheets for cash, accounts payable and accrued expenses approximates fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount reported in the accompanying consolidated balance sheets for note payable and amounts due to related parties approximates fair value because the actual interest rates do not significantly differ from current rates offered for instruments with similar characteristics.
 
 (f)           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.
 
 (g)           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, 2011 there were no common stock equivalents outstanding.
 
 (h)           Recently Issued Accounting Pronouncements
 
 All new 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 have been deemed not to be relevant to the Company and are not expected to have a material impact on the consolidated financial statements upon adoption.
 
 Note 3.  Related Party Transactions
 
 Pursuant to the Asset Purchase Agreement between the Company and Reunion, Reunion paid to the Company, among other consideration, cash of $100,000 and a note payable from Reunion in the principal amount of $200,000, secured by 36,500,000 newly issued shares of common stock.  The Company used the $100,000 cash proceeds from that transaction to pay off debt owed to Pam J. Halter, who served as Secretary and a Director of the Company from 2005 to 2010.  In addition, the Company, for consideration, endorsed the note over to Ms. Halter with full recourse.  On February 7, 2011, Ms. Halter, for consideration, granted Reunion an extension of time to March 7, 2011 to retire the debt. Subsequently said date was extended to April 15, 2011 under an oral agreement with Ms. Halter.  Pursuant to the terms of the extension and oral agreement, Reunion has agreed to assume certain obligations of the Company including legal, audit, office, and certain other expenses incurred by the Company totaling $26,407.  In addition, certain members of Reunion have agreed to reclassify loans made to the Company in the amounts of $10,050 as paid in capital.
 
 The Company shares office space furnished from its principal shareholder, Reunion Sports Group, LLC, which charges Millennia management fees which includes the use of the office space. Management considers the Company's current office space arrangement adequate.
 
 Note 4.  Contingencies
 
 On September 14, 2010 Reunion Sports Group, LLC issued a Promissory Note, to acquire control of Millennia. Inc.,  in the amount of  Two Hundred Thousand Dollars ($200,000.00) due January 28, 2011, secured by 36,500,000 newly issued shares of common stock.  Millennia, Inc., in turn endorsed the note over to its former majority shareholder Pam J. Halter. Pam J. Halter has granted an extension of time to April 15, 2011 to Reunion Sports Group, LLC to retire the debt.
 
 As a result of a possible foreclosure, the Company may have to rescind all of the contracts it entered into while under the current management and will have to restate its financials as if Reunion Sports and the Company had never executed its plan to acquire the management of minor league sports franchises. The contracts to manage these sports franchises were assets of the current management and were consummated as part of a financing plan which included the Company.
 
 
 6
  ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 This Item 2 and the March 31, 2011 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.
 
 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, 2009.
 
 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, 2010.
 
 Results of Operations
 
 Three months ended March 31, 2011
 
 The predecessor entity, ULB, did not commence operations until August 2010,, hence there is no comparative financial data.
 
 Revenues
 
 There were no revenues from operations during the period ended March 31, 2011.
 
 Operating Expenses
 
 For the period ended March 31, 2011, operating expenses of $18,753 included primarily audit fees in the amount of $15,000 together with other normal and usual expenses of maintaining a public company.
 
 Net Income/Loss
 
 For the period ended March 31, 2011, the Company recognized a net operating loss of $18,753 reflecting expenses which are normal and usual in maintaining a public company.
 
 Liquidity and Capital Resources
 
 As of March 31, 2011, the Company’s cash position was $50.  Since the conclusion of the reverse merger with Reunion on September 14, 2010, all of the Company’s cash needs have been met through contributions to additional paid in capital from affiliated entities. The Company is undercapitalized and will need to obtain equity or debt settlement in order to be able to fulfill future plans and operations.
 
 
 7
  Capital Expenditures and Future Obligations
 
 Management expects that future capital expenditures will include additions  of new teams in new market areas. The Company plans to raise debt or equity capital through Private Placements.
 The Company has no off-balance sheet arrangements or other continuing financial commitments.
 
 
 ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not applicable.
 
 
 ITEM 4.
CONTROLS AND PROCEDURES
 
 (a)           Evaluation of Disclosure Controls and Procedures
  The Company’s management evaluated, with the participation of the Company’s principal executive and principal financial officer, the effectiveness of the Company’s 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”)), as of March  31, 2011. Based on this evaluation, the Company’s principal executive and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2011.
 
 In connection with the preparation of our annual financial statements, our management performed an assessment of the effectiveness of internal control over financial reporting as of March 31, 2011. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation, management determined that, as of March 31, 2011, there were material weaknesses in our internal control over financial reporting. The material weaknesses identified during management’s assessment were (i) a lack of sufficient internal accounting expertise to provide reasonable assurance that our financial statements and notes thereto, are prepared in accordance with generally accepted accounting principles (GAAP) and (ii) a lack of segregation of duties to ensure adequate review of financial statement preparation. In light of these material weaknesses, management concluded that, as of December 31, 2010, we did not maintain effective internal control over financial reporting. As defined by the Public Company Accounting Oversight Board Auditing Standard No. 5, a material weakness is a deficiency or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected.
 
 In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the relationship between the benefit of desired controls and procedures and the cost of implementing new controls and procedures.
 
 The Registrant is committed to continuing to improve its internal control processes and will continue to diligently and vigorously review its internal control over financial reporting in order to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In response to the material weaknesses discussed above, the Registrant plans to continue to review and make necessary changes to improve its internal control over financial reporting, including the roles and responsibilities of each functional group within the organization and reporting structure, as well as the appropriate policies and procedures to improve the overall internal control over financial reporting.
  (b)           Changes In Internal Control Over Financial Reporting
 
 There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 PART II ― OTHER INFORMATION
 
 ITEM 1.
LEGAL PROCEEDINGS.
 
 None.
 
 ITEM 1A.
RISK FACTORS.
 
 See the risk factors set forth in our current report on Form 8-K filed on September 15, 2010.
   8
 
 ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
 As part of the closing of the Asset Purchase Agreement on September 14, 2010, the Registrant issued 36,500,000 shares of its common stock to Reunion Sports Group, LLC for its assets, consisting of the League and of the franchise agreements of six independent minor league baseball teams in south and west Texas, expansion rights for future teams to be formed or acquired by the League, intellectual property rights of the League, cash of $100,000, a note payable from Reunion in the principal amount of $200,000, and all goodwill associated with the League.
 The Registrant sold the shares without registration under the Securities Act of 1933, as amended, or state securities laws, in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. Since the shares have not been registered, they may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements, such as the exemption afforded by Rule 144 under the Securities Act of 1933.
 
 ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
 
 None.
 
 
 ITEM 4.
REMOVED AND RESERVED.
 
 
 
 ITEM 5.
OTHER INFORMATION.
 
 None
 
 ITEM 6.
EXHIBITS
 
 Exhibit Number

Description31.1

Certification by CEO pursuant to 18 USC Section 1350 as adopted by Section 302 of the Sarbanes-Oxley Act of 2002.*31.2

Certification by 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.*
 
 
 *filed herewith
 
 
 
 
 
 9
 
 SIGNATURES
 
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 MILLENNIA, INC.Dated: April 7, 2011By: /s/ John BryantJohn Bryant, President
 
 
 
 
 
     10