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

                                   FORM 10-QSB

(Mark One)

 X        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
---
          ACT OF 1934 For the quarterly period ended December 31, 1996

          TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
---    
          the transition period from __________ to __________

Commission file number: 1-12572

                                 MILLENNIA, INC.
        (Exact name of small business issuer as specified in its charter)

       Delaware                                          59-2158586

(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation  or  organization)  


                16910 Dallas Parkway, Suite 100, Dallas, TX 75248
                    (Address of principal executive offices)

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

                             S.O.I. INDUSTRIES, INC.
 -------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes No

The  number of shares  outstanding  of the  common  stock of the small  business
issuer on January 31, 1997, the latest practicable date, was 2,272,949.

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


<PAGE>


                                TABLE OF CONTENTS

Item                                                                  Numbered
Number                                                                  Page
------                                                                --------

Part I

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

Part II

         1        Legal Proceedings  . . . . . . . . . . . . . . .    N/A

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

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

         4        Submission of Matters to a Vote of Security
                  Holders . . . . . . . . . . . . .. . . . . . . .     14

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

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





                                      
<PAGE>

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

Current assets:
         Cash and cash equivalents                                             $     101,569          $      36,628
         Marketable securities                                                       125,095                    -
         Accounts receivable, less allowance for doubtful accounts
           of $28,000 at December 31, 1996 and $15,500 at June 30, 1996               77,792                 71,867
         Other accounts receivable                                                   127,761                    699
         Inventories                                                                  97,341                105,760
         Prepaid expenses and other                                                   14,765                582,562
         Deferred tax asset                                                           11,665                617,142
         Net current assets of discontinued operations                                  -                 5,072,860
              Total current assets                                              ------------           ------------
                                                                                     555,988              6,487,518

Property, plant and equipment, net of
         accumulated depreciation and depletion                                    1,846,216                 15,956
Investment in Digital Communications Technology Corporation                        1,237,493              1,388,078
Deferred tax asset                                                                    67,169                 77,214
Other assets                                                                           5,779                  5,779
Net other assets of discontinued operations                                            -                  4,181,953
                                                                                ------------           ------------
                   Total assets                                                $   3,712,645          $  12,156,498
                                                                                ============           ============

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
         Accounts payable - trade                                              $     107,145          $      83,102
         Accounts payable - officer / stockholder                                    171,000                 16,000
         Accrued liabilities and other                                               144,060                 30,949
         Current portion of note payable                                              16,398                   -
         Net current liabilities of discontinued operations                             -                 9,018,638
                                                                                ------------           ------------             
                   Total current liabilities                                         438,603              9,148,689
                                                                                ------------           ------------

Note payable - Magnum Hunter Production, Inc.                                      1,599,291                  -
Net other liabilities of discontinued operations                                       -                  1,811,870


Commitments and contingencies

Stockholders' equity:
         Preferred stock, par value $0.00001; 10,000,000 shares
           authorized, none issued and outstanding                                     -                      -
         Common stock, par value $0.0002; 50,000,000 shares
            authorized, 2,272,949 and 2,152,949 shares outstanding at                              
            December 31, 1996 and June 30, 1996, respectively                           440                     431
         Additional paid-in capital                                               6,697,098               6,717,093
         Less shares deemed treasury stock; 74,884 and 70,401 shares
            at December 31, 1996 and June 30, 1996, respectively                    (54,857)                (39,425)
         Accumulated deficit                                                     (4,888,009)             (5,482,160)
         Net unrealized holding loss on investment securities                       (79,921)                  -
                                                                                -----------            ------------        
   Total stockholders' equity                                                     1,674,751               1,195,939
                                                                                -----------            ------------

                   Total liabilities and stockholders' equity                  $  3,712,645           $  12,156,498
                                                                                ===========            ============
</TABLE>
    The accompanying notes are an integral part of the financial statements

                                       1
<PAGE>

                        MILLENNIA, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
<TABLE>
<CAPTION>
<S>                                                                             <C>               <C>            <C>
                                                                    For the three months ended        For the six months ended
                                                                             December 31,                    December 31,
                                                                       1996               1995          1996            1995
                                                                   ----------------------------     -----------------------------

Operating revenues:
         Net sales                                                $     140,509   $     225,810    $     270,674    $     440,548
         Oil and gas sales                                              176,712             -            176,712             -
                                                                   ------------    ------------     ------------     ------------ 
                                                                        317,221         225,810          447,386          440,548
                                                                   ------------    ------------     ------------     ------------

Operating costs and expenses:
         Cost of sales                                                  104,619          82,054          201,451          176,317
         Oil and gas production                                         121,437            -             121,437            -
         Selling expenses                                                16,126          14,796           27,795           26,668
         General and administrative expenses                            206,351         305,278          457,819          642,655
         Depreciation and depletion                                      23,942           1,213           25,154            2,426
                                                                  -------------    ------------     ------------     ------------
              Total operating expenses                                  472,475         403,341          833,656          848,066
                                                                  -------------    ------------     ------------     ------------

Loss from operations                                                   (155,254)       (177,531)        (386,270)        (407,518)
                                                                  -------------    ------------     ------------     ------------ 

Other income (expense):
         Gains (losses) on sales of securities                           16,566        (797,196)          27,785         (743,050)
         Interest and other income                                        6,346          68,993           36,015          169,396
                                                                  -------------    ------------     ------------     ------------
                                                                         22,912        (728,203)          63,800         (573,654)
                                                                  -------------    ------------     ------------     ------------ 

Loss from continuing operations before income taxes                    (132,342)       (905,734)        (322,470)        (981,172)
Provision for income taxes                                              103,383            -             101,954             -
                                                                  -------------    ------------     ------------     ------------
Loss from continuing operations                                        (235,725)       (905,734)        (424,424)        (981,172)
                                                                  -------------    ------------     ------------     ------------ 

Discontinued operations, net of income taxes
         Loss from discontinued operations of American Quality
            Manufacturing Corporation, net of income tax benefit of
            $217,000 for the periods ended December 31, 1996 and
            1995, respectively                                              -          (453,768)        (566,991)        (980,506)
         Loss from discontinued operations of Tempo Lighting,
            Inc., net of income taxes of $1,600                             -          (219,840)            -            (197,795)
         Gain on disposition of American Quality Manufacturing
            Corporation, net of income tax provision of $539,000            -             -            1,585,566            -
                                                                  -------------    ------------     ------------     ------------
(Loss) income from discontinued operations                                  -          (673,608)       1,018,575       (1,178,301)
                                                                  -------------    ------------     ------------     ------------
Net (loss) income                                                $     (235,725)  $  (1,579,342)   $     594,151    $  (2,159,473)
                                                                  =============    ============     ============     ============ 

Weighted average shares of common
         stock outstanding                                            2,101,597       1,706,079        2,092,769         1,666,300
                                                                  =============    ============     ============      ============

Loss per share from continuing operations                        $        (0.11)  $       (0.53)   $       (0.20)    $       (0.59)
(Loss) income per share from discontinued operations                       -              (0.40)            0.48             (0.71)
                                                                  -------------    ------------     ------------      ------------
         Net (loss) income per share                             $        (0.11)  $       (0.93)   $        0.28     $       (1.30)
                                                                  =============    ============     ============      ============ 
</TABLE>
The accompanying notes are an integral part of the financial statements


                                       2
<PAGE>
                        MILLENNIA, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
<TABLE>
<CAPTION>
<S>                                                                            <C>          <C>
                                                                                For the six months ended
                                                                                      December 31,
                                                                                1996                 1995
                                                                                ---------------------------
Cash flows from operating activities:
         Net income (loss)                                                      $   594,151    $ (2,159,473)
         Adjustments to reconcile net income (loss) to net cash
           provided by (used in) operating activities:
                  Depreciation, amortization and depletion                           25,154           2,426
                  Provision for doubtful accounts                                    12,500             -
                  (Gain) loss on sales of marketable securities                     (17,332)        148,644
                  Gain on equity investment in Digital Communications
                     Technology Corporation                                         (46,654)        (90,265)
                  (Gain) loss on sales of securities of Digital
                     Communications Technology Corporation                          (10,453)        659,978
                  Discontinued operations                                        (1,575,695)        117,773
         (Increase) decrease in accounts receivable                                 (18,425)          3,771
         Decrease in inventories                                                      8,419          10,278
         Decrease in prepaid expenses and other                                     456,424             -
         Decrease in net deferred income tax benefit                                615,522         216,391
         Increase (decrease) in accounts payable                                     24,043         (54,918)
         Increase (decrease) in accrued liabilities                                 113,111          (4,369)
                                                                                 ----------     ----------- 
                       Net cash provided by (used in) operating activities          180,765      (1,149,764)
                                                                                 ----------     ----------- 

Cash flows from investing activities:
         Proceeds from sale of securities of Digital Communications
            Technology Corporation                                                   22,273          71,007
         Acquisition of oil and gas properties and capital expenditures            (105,414)            -
         Proceeds from sales of marketable securities                               375,163       2,137,730
         Purchases of marketable securities                                        (562,846)     (1,029,083)
                                                                                 ----------     ----------- 
                       Net cash (used in) provided by investing activities         (270,824)      1,179,654
                                                                                 ----------     -----------

Cash flows from financing activities:
         Repayment of advances from officer                                         (16,000)            -
         Advances from stockholder                                                  171,000             -
         Net short-term repayments                                                      -           (60,872)
         Net payments from ESOP                                                         -            60,872
                                                                                 ----------     -----------
                       Net cash used in financing activities                        155,000               0
                                                                                 ----------     -----------

Increase (decrease) in cash and cash equivalents                                     64,941          29,890
Cash and cash equivalents at beginning of period                                     36,628          97,505
                                                                                 ----------     -----------
Cash and cash equivalents at end of period                                      $   101,569    $    127,395
                                                                                 ==========     ===========
</TABLE>

The accompanying notes are an integral part of the financial statements :

                                       3
<PAGE>

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

                                                                                For the six months ended
                                                                                      December 31,
                                                                                1996                1995
                                                                          --------------       --------------

Supplemental disclosures of cash flow information:

         Cash paid during the period for:  
              Interest (non-capitalized)                                  $        1,523       $       11,404
                                                                           =============        =============
              Income taxes                                                $            0       $            0
                                                                           =============        =============
</TABLE>

Supplemental schedule of noncash investing and financing activities:

         The Company  acquired  certain  interests in oil and gas  properties on
         November 20, 1996. The purchase price  consisted of $100,000 in cash, a
         $1,615,689  promissory note and 120,000 shares of the Company's  common
         stock, valued at $150,000.

         The   Company's   investment  in  Digital   Communications   Technology
         Corporation  was  reduced  by  $185,419  during  the six  months  ended
         December  31,  1996 due to the  dilutive  effects of the  issuance,  by
         Digital Communications Technology Corporation, of approximately 858,000
         shares of common stock.







The accompanying notes are an integral part of the financial statements













                                       4
<PAGE>



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


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

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

The Company  also holds a 15.33%  ownership  interest in Digital  Communications
Technology  Corporation  ("DCT") as of December 31, 1996. At June 30, 1996, this
ownership  interest was 17.55%.  The Company  accounts for its investment in DCT
using the equity method.  (The  reduction in ownership  percentage is due to the
dilutive effect of the issuance of additional common stock by DCT.)

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

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

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

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

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

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

Marketable  securities  consist of equity securities which had an aggregate cost
of  approximately  $205,016 at December  31,  1996.  The  marketable  securities
portfolio  contains net  unrealized  losses of $79,921,  resulting in a carrying
amount of $125,095 at December 31, 1996. The unrealized losses are reported as a
separate component of stockholders'  equity. The Company's marketable securities
are classified as available for sale securities.


                                       5
<PAGE>


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

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

The inventories are valued at the lower of cost (first-in,  first-out method) or
market and consisted of the following:
<TABLE>
<CAPTION>
<S>                                                                              <C>
                                                                  December 31,         June 30,
                                                                      1996               1996
                                                                 ---------------    --------------
           Finished goods and purchased product               $           92,941  $        100,934
           Raw materials and supplies                                      4,400             4,826
                                                                 ===============    ==============
                                                              $           97,341  $        105,760
                                                                 ===============    ==============
</TABLE>

4.       Property, Plant and Equipment:
         -----------------------------

Property,   plant  and  equipment  and  related  accumulated   depreciation  are
summarized as follows:
<TABLE>
<CAPTION>
<S>                                                                            <C>
                                                                  December 31,        June 30,
                                                                     1996             1996
                                                               ---------------   --------------
          Vehicle                                             $         19,635  $        19,635
          Machinery and equipment                                       13,034           13,034
          Leasehold improvements                                         4,193            4,193
          Oil and gas properties                                     1,855,414              -
                                                               ---------------   --------------
                                                                     1,892,276           36,862
          Less: accumulated depreciation and depletion                 (46,060)         (20,906)
                                                               ===============   ==============
                                                              $      1,846,216  $        15,956
                                                               ===============   ==============
</TABLE>

5.       Equity Investment in DCT:
         ------------------------

Summarized   financial   statement   information  for  DCT  is  presented  below
(unaudited):
<TABLE>
<CAPTION>
<S>                                                                           <C>
                                                        For the six            For the six
                                                       months ended           months ended
                                                        December 31,           December 31, 
                                                            1996                   1995
                                                      ------------------    ------------------
          Net sales                                       $   15,814,416        $   13,281,982
          Operating profit                                $      614,292        $      805,001
          Income from continuing operations               $      301,940        $      318,122
          Net income                                      $      297,255        $      413,482
          Earnings per share                              $         0.05        $         0.08
</TABLE>


                                     6
<PAGE>


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

5.       Equity Investment in DCT, continued:
         -----------------------------------
<TABLE>
<CAPTION>
<S>                                                                           <C> 
                                                            As of                 As of
                                                          December 31,           June 30,
                                                              1996                 1996
                                                      ------------------    ------------------
          Current assets                                    $ 11,374,511        $    9,711,473
          Total assets                                      $ 17,648,933        $   15,675,489
          Current liabilities                               $  7,169,396        $    5,955,208
          Total liabilities                                 $  9,574,146        $    7,778,487
          Total stockholders' equity                        $  8,074,787        $    7,897,002
</TABLE>

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

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

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

Summarized results of operations of the discontinued operations of Tempo for the
six months ended December 31, 1995 are as follows:
                                                               December 31,
                                                                  1995
                                                             ---------------
                     Net sales                               $     1,887,267
                     Operating loss                          $      (165,149)
                     Net loss from discontinued operation    $      (196,195)

Summarized  results of operations of the discontinued  operations of AQM for the
period from July 1, 1996 to the  disposition  date and for the six months  ended
December 31, 1995 are as follows:
<TABLE>
<CAPTION>
<S>                                                                            <C>
                                                          July 1,1996 to        December 31,
                                                           Disposition             1995
                                                         -----------------    ----------------
                     Net sales                             $     2,682,751      $    8,881,104
                     Operating loss                        $      (983,604)     $     (599,230)
                     Net loss from discontinued operation  $      (566,991)     $     (980,506)
</TABLE>

                                       7
<PAGE>
                     

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

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

On November 4, 1996,  Doblique  acquired  certain  oil and gas  properties.  The
purchase price consisted of $100,000,  a $1,615,689  promissory note and 120,000
shares of the Company's  common stock.  The terms of the promissory note require
monthly interest  payments at an annual rate of 12%. The monthly payments are to
be paid from 100% of the net proceeds  generated by the oil and gas  properties.
Any  remaining  unpaid  principal  balance  is  due on  November  1,  1999.  The
promissory note is secured by the interests in the oil and gas  properties,  and
is further  secured by 750,000 shares of common stock of Digital  Communications
Technology Corporation.

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

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

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

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

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



                                       8
<PAGE>


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

Results of Operations

Overview

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

         The net gain from  discontinued  operations  offset the Company's  loss
from continuing operations before income taxes of approximately $322,000 for the
six months ended  December 31,  1996,  resulting in net income of  approximately
$594,000  for the same  period.  For both the three month and six month  periods
ended December 31, 1996, the Company  generated  smaller losses from  continuing
operations  before income taxes than in the  corresponding  periods of the prior
year.  This  difference is due primarily to significant  losses  incurred in the
prior  year  upon the  disposition  of  approximately  1,622,000  shares  of the
Company's  investment  in DCT.  The  transfer of DCT stock in the prior year was
effected in order to repay a stockholder  of the Company.  The  stockholder  had
previously transferred  approximately 1,659,000 of the Company's common stock to
creditors of AQM.

         During the quarter  ended  December 31, 1996,  an income tax  provision
resulted  from a  reevaluation  of an  estimate  of the  income tax refund to be
received by the Company.  Upon collection of the refund and based on the results
of an Internal Revenue Service examination, it was determined that approximately
$103,000  of the  balance  recorded  as an income  tax  receivable  would not be
collected. Consequently, the asset was reduced and a corresponding tax provision
was  expensed  in the  current  period.  This non cash item did not  impact  the
Company's liquidity.

         Interest and other  income for the three and six months ended  December
31, 1996 are lower than the results for the comparative  periods. The difference
is due to the reduction of the Company's  ownership  percentage in DCT since the
corresponding  periods of the prior year. The Company's average ownership in DCT
for the six month period ended  December 31, 1996 was 16% as compared to 32% for
the six months ended December 31, 1995,  resulting in the lower equity  interest
in DCT's net income.  The current  period  reduction in the Company's  ownership
percentage  in DCT is due to the dilutive  effect of the issuance of  additional
common stock by DCT during the six month period ended December 31, 1996.

         As in the quarter ended  September 30, 1996, the Company's  general and
administrative expenses were the most significant operating expense item for the
three and six month  periods  ended  December  31,  1996.  The decline  from the
corresponding  periods of the prior year was primarily the result of a reduction
of corporate  overhead  payroll costs due to the lower level of activity  during
these periods caused by the disposition of AQM and Tempo. Overhead payroll costs
declined  approximately  61% and 66% for the three and six month  periods  ended
December  31, 1996 as compared to the same  periods  ended  December  31,  1995.
However, legal and professional fees increased 73% to approximately $152,000 for
the six months ended  December 31, 1996 over the same period ended  December 31,
1995. These legal fees were associated with the shareholder  derivative  action,
as discussed in the Company's prior reports.  The  Company's net sales revenues
for the three and six month periods ended  December  31,  1996  are

                                       9
<PAGE>


approximately  38% lower  than those of the  corresponding  periods of the prior
year.  The decline is due to the  discontinuance  of management  fees which were
charged to DCT during the periods  ended  December  31,  1995.  Management  fees
charged to DCT ceased in December 1995,  coinciding  with the Company's  reduced
ownership  interest in DCT.  Services  previously  provided by the Company  were
assumed by DCT employees.

Door Distribution Segment

         Net sales from this segment approximated  $141,000 and $271,000 for the
three and six months  ended  December  31,  1996 as  compared  to  approximately
$105,000 and $230,000 for the three and six months ended  December 31, 1995. The
highly competitive market in which Omni operates will often produce fluctuations
in  sales  depending  on  various  external  factors.  The  increase  in  sales,
therefore,  does not necessarily represent a trend of continued sales increases,
but is instead a function of the volatility of the marketplace.  This segment is
however,  enjoying  repeat business as it continues to establish a reputation in
the marketplace.  Therefore,  some of the sales increases can be attributable to
customer satisfaction with the products and services provided.

         For the three and six month  periods  ended  December  31,  1996,  this
segment  generated  operating  income  of  approximately  $5,300  and  $2,400 as
compared  to  operating  losses  of  approximately  $7,700  and  $6,200  for the
comparable  periods of the prior  year.  The  primary  reason for the  operating
income in the current  periods is the  increased  sales,  especially  during the
three months ended December 31, 1996. Also, a decline in cost of goods sold as a
percentage of sales from  approximately  78% for the three and six month periods
ended  December  31, 1995 to  approximately  75% during the three and six months
ended December 31, 1996 contributed to the operating income.  Increased sales of
wood doors, for which the segment earns slightly higher margins,  contributed to
the decline in cost of goods sold.

Oil and Gas Segment

         During the quarter  ended  December 31, 1996,  the  Company's  Doblique
subsidiary  acquired  certain  interests  in oil and gas  properties  located in
Texas,  Oklahoma and New Mexico.  Revenues and  production  expenses  related to
these   activities  are  included  as  separate  line  items  on  the  Company's
consolidated  statements of  operations.  Included in the oil and gas production
costs is approximately  $23,000 of depletion expense, with the remaining balance
comprised  primarily of lease operating  expenses  related to the associated oil
and gas properties.  Prior to interest  expense of approximately  $32,000,  this
segment  generated  approximately  $20,000 in operating  income during the three
months ended December 31, 1996.

Capital Resources

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

 Liquidity

      During the six month period ended  December  31,  1996,  the  Company's
operating  activities  provided cash flows of  approximately  $181,000.  This is
compared with net cash used in operating activities of approximately  $1,150,000
for the six month period ended  December  31, 1995.  The primary  reason for the
positive  operating cash flows in the six months ended December 31, 1996 was the
receipt  of the  Company's  income  tax refund  and  related  interest  totaling
approximately $494,000. The Company was able to utilize its net operating losses
experienced  during the 1995 fiscal year and carry them back to prior years when
the  Company  generated  taxable  income and paid income  taxes.  The income tax
refund offset the operating cash  requirements  of the six months

                                       10
<PAGE>

 
ended  December  31, 1996,  and the excess cash was  utilized to  establish  the
Company's  marketable  securities portfolio which had previously been liquidated
prior to June 30, 1996.

         In addition to the establishment of the Company's marketable securities
portfolio,  approximately  $105,000 was used to acquire interests in oil and gas
properties  through  the  Company's  Doblique  subsidiary.  When  combining  the
activities of the marketable  securities portfolio and the investment in oil and
gas properties,  approximately $271,000 in cash was used in investing activities
during the six months ended December 31, 1996.
         In  order  to  fund  current  operations,  approximately  $155,000  was
advanced to the Company by a  stockholder  during the six months ended  December
31, 1996.  These  temporary  advances are  anticipated  to be repaid  within the
subsequent  six months from proceeds from the  marketable  securities  portfolio
and/or from the Company's operations.

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

Significant   Unconsolidated   Subsidiary--Digital   Communications   Technology
Corporation

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

Overview

         DCT continued to enjoy significant sales growth for the quarter and six
month  periods  ended  December 31,  1996.  Net sales for the three months ended
December 31, 1996 increased  approximately 11% to an all-time  quarterly record.
Net  sales  for  the  six  month  period  ended   December  31,  1996  increased
approximately  19% and were also the highest six months' sales in DCT's history.
DCT, however, experienced a decline in operating profits, both in real terms and
as a  percentage  of net sales.  Increases in cost of goods sold and general and
administrative expenses, particularly legal fees associated with the shareholder
derivative lawsuit (approximately $100,000),  contributed to the lower operating
profits.

Liquidity

         DCT  utilized  approximately  $1,034,000  and  $570,000  in  cash  from
operating  activities  for the six  months  ended  December  31,  1996 and 1995,
respectively.  DCT's  operating  cash  position  is due  primarily  to the large
increase in accounts  receivable  which was  partially  offset by an increase in
accounts payable and a decrease in the level of inventory.

         Accounts receivable increased approximately $3,288,000 from the balance
at June 30, 1996. The increase is due to the corresponding increase in net sales
for the current six month period.  DCT's accounts  receivable  collection period
(measuring  how quickly,  on average,  DCT  collects  its  accounts  receivable)
increased from  approximately  61 days at June 30, 1996 to approximately 86 days
at December,  1996.  The increase is due to the  significant  amount of billings
that occurred during the last quarter.  These billings  negatively  affected the
average days in collection by increasing  the balance of accounts  receivable at
the end of the period. DCT continues to receive  competitive  pressures from its
customers to grant longer  payment terms.  Management  will continue to
                                       11
<PAGE>

focus on this area to improve credit and collections efforts.

         Accounts payable  increased  approximately  $445,000 for the six months
ended December 31, 1996 as compared to a decrease of approximately  $577,000 for
the same period ended December 31, 1995. The increase in accounts payable in the
current  period is due primarily to the growth in sales volume that has dictated
additional purchases. In addition, efforts to maintain a low outstanding balance
on the revolving line of credit have contributed to the increase.

         Overall  inventory  levels  declined by $511,000  from June 30, 1996 to
December 31, 1996.  The reduction is primarily due to the decrease in the amount
of raw  materials  on hand.  Management  has been  successful  in its efforts to
ensure that the least  amount of  operating  cash is invested  in  inventory  by
insisting that  shipments of raw materials are made on a just-in-time  basis and
by  minimizing  the  amount  of  raw  materials  purchased.   Inventory  levels,
particularly  in  the  work-in-process  and  finished  goods  categories,   will
fluctuate  somewhat  depending on the size and number of video tape  duplicating
orders processed at any given time.  Typically,  DCT does not stock  significant
quantities of finished products, shipping orders immediately upon completion.

         Approximately  $11,000 in net cash was used in investing activities for
the six month  period  ended  December  31, 1996 as  compared  to  approximately
$684,000 in cash provided by investing  activities for the corresponding  period
of the prior  year.  The  primary  reason  for this  change in  position  is the
increase in capital  expenditures  in the current period (see Capital  Resources
below).

         DCT utilized its line of credit to provide approximately $1,084,000 for
working  capital needs during the six months ended  December 31, 1996 and repaid
approximately  $189,000 in long-term  debt.  Management  intends to  selectively
utilize its line of credit to fund working capital requirements when needed, and
expects to reduce the amount outstanding on the line of credit as collections on
accounts receivable are received.

         During the six month period ended  December 31, 1996,  DCT's cash needs
were met primarily through operations. Long-term liquidity needs are anticipated
to be met through sales growth and separate financing  arrangements.  Management
anticipates that it will continue to meet most obligations as they come due, and
no vendor/supplier problems are expected.

Capital Resources

         DCT  invested   approximately   $945,000  in  equipment  and  leasehold
improvements  for the six month  period ended  December  31, 1996.  These larger
capital expenditures related primarily to expenditures for duplication, loading,
packaging,  and  leasehold  improvements  at  both  DCT's  Indianapolis  and Ft.
Lauderdale  facilities.  DCT  plans to  continue  to  expand  current  operating
facilities   in  order  to  fully   meet  the  high   volume   demands   of  the
retail-sell-through  market. DCT intends to finance these  expenditures  through
operations and through separate financing arrangements.

Results of Operations

         Overall growth in DCT's target markets led to continued sales growth of
approximately  19% in the current  fiscal year to date.  Net sales for the three
months  ended  December  31,  1996  increased  approximately  11% to an all-time
quarterly  record of  $8,794,000,  up from  $7,896,000 for the same period ended
December  31,  1995.  Net sales of  $15,814,000  for the six month  period ended
December  31,  1996  were  also the  highest  in DCT's  history,  compared  with
$13,282,000  for the same period last year.  Significant  sales  increases  were
experienced in the last quarter as orders were filled to meet the holiday buying
season  demands.  As in  the  prior  fiscal  year,  management's  focus  on  the
retail-sell-through  market resulted in this sales surge. This market centers on
sales 

                                       12
<PAGE>

of pre-recorded  video tapes which are sold at the retail level.  DCT's customer
base has become  increasingly  dominated by the companies which distribute these
pre-recorded  videos to the  retail  sell-through  market,  and  management  has
positioned DCT to capitalize on this portion of the video industry.

         Operating  profit did not match the  increased  sales,  declining  from
approximately  $514,000  (6.5% of net sales) to $446,000 (5.1% of net sales) for
the three  months  ended  December  31, 1995 and 1996,  respectively.  A similar
decline was  experienced  for the six months ended December 31, 1996.  Operating
profit for this period declined from approximately  $805,000 (6.1% of net sales)
to $614,000  (3.9% of net  sales).  The  decline in  operating  profit is due to
increases  in cost of  goods  sold  and  general  and  administrative  expenses,
particularly  legal fees  associated  with the  shareholder  derivative  lawsuit
(approximately $100,000).

         Cost of goods sold, as a percentage of sales,  increased to 80% for the
six months  ended  December 31, 1996 as compared to 79% for the six months ended
December 31, 1996. The increased cost of goods sold is directly  attributable to
increased usage of temporary labor and the cost of offloading  excess production
volumes to other  duplicators.  Use of these outside  sources was unavoidable in
order to  complete  customer  orders  that  exceeded  existing  capacity at both
facilities.  The lack of sufficient capacity was due to unexpected delays in the
installation  of new capacity.  Management has already taken the steps necessary
to provide for the increase in sales volume by providing for new duplication and
packaging equipment. In addition, increased consultant fees were incurred in the
current  period as hands-on  outside  experts were  utilized to  accelerate  the
implementation  of  expanded   capacity  and  new  management   methods  in  the
Indianapolis  facility.  Management  recognizes  that cost  containment  through
efficiency gains and  productivity  improvements is essential to DCT's continued
profitable  growth and will continue to analyze and monitor DCT's performance in
this area.

         Selling  expenses  increased in relative  proportion to the increase in
net sales for the three months ended  December 31, 1996.  As a percentage of net
sales, selling expenses remained relatively consistent,  decreasing from 4.2% to
4.1% for the six months ended December 31, 1995 and 1996, respectively.

         General and administrative  expenses increased for the six months ended
December 31, 1996 to approximately $1,188,000 (7.5% of net sales) as compared to
approximately  $844,000 (6.4%) for the  corresponding  period of the prior year.
The increase in the percentage of net sales is attributable to salary  increases
and additional legal fees incurred in connection with the shareholder derivative
lawsuit.

         DCT  realized  income from  securities  transactions  of  approximately
$92,000 for the six months ended December 31, 1996 as compared to  approximately
$72,000  for the  corresponding  period of the prior  year.  The gains were from
investment  transactions  associated with DCT's marketable securities portfolio.
DCT  invests  funds in  equity  securities,  mainly  listed  on the New York and
American Stock  Exchanges,  and by policy,  limits the amount of exposure in any
one equity investment.  Such investments are continually monitored to reduce the
risk of any adverse stock market volatility.  Cash not invested in securities is
placed on account with  brokerage  firms,  which is swept daily into a federally
insured  money market  account,  or placed on account  with a federally  insured
national bank.

         Interest  expense  decreased  sharply  from  approximately  $380,000 to
$212,000 for the six months ended December 31, 1995 and 1996,  respectively  and
from approximately  $204,000 to $103,000 for the three months ended December 31,
1995 and 1996,  respectively.  This  decrease is due to decreased  borrowings on
DCT's line of credit.

                                       13
<PAGE>


                                     PART II



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

         An annual meeting of  stockholders  of the Company was held on December
10, 1996 at the Company's corporate offices in Dallas, Texas.

A proposal to elect  Kevin B.  Halter to hold office as director  until the next
annual election of directors by stockholders was approved as follows:

         1,347,703  shares, or 97.90% of the outstanding  shares  represented at
         the meeting voted in favor of the proposal.  4,666 shares,  or 0.34% of
         the  outstanding  shares  represented  at the meeting voted against the
         proposal. 24,179 shares, or 1.76% of the outstanding shares represented
         at the meeting abstained from voting.

A proposal to elect Kevin B.  Halter,  Jr. to hold office as director  until the
next annual election of directors by stockholders was approved as follows:

         1,347,015  shares, or 97.85% of the outstanding  shares  represented at
         the meeting voted in favor of the proposal.  5,354 shares,  or 0.39% of
         the  outstanding  shares  represented  at the meeting voted against the
         proposal. 24,179 shares, or 1.76% of the outstanding shares represented
         at the meeting abstained from voting.

A proposal  to elect Don R.  Benton to hold  office as  director  until the next
annual election of directors by stockholders was approved as follows:

         1,347,454  shares, or 97.87% of the outstanding  shares  represented at
         the meeting voted in favor of the proposal.  5,215 shares,  or 0.37% of
         the  outstanding  shares  represented  at the meeting voted against the
         proposal. 24,179 shares, or 1.76% of the outstanding shares represented
         at the meeting abstained from voting.

A proposal to elect James Smith to hold office as director until the next annual
election of directors by stockholders was approved as follows:

         1,348,279  shares, or 97.95% of the outstanding  shares  represented at
         the meeting voted in favor of the proposal.  4,090 shares,  or 0.29% of
         the  outstanding  shares  represented  at the meeting voted against the
         proposal. 24,179 shares, or 1.76% of the outstanding shares represented
         at the meeting abstained from voting.

A proposal to ratify  appointment  of S.W.  Hatfield + Associates as independent
auditors was approved as follows:

         1,359,751  shares, or 98.78% of the outstanding  shares  represented at
         the meeting voted in favor of the proposal.  9,832 shares,  or 0.71% of
         the  outstanding  shares  represented  at the meeting voted against the
         proposal. 24,179 shares, or 0.51% of the outstanding shares represented
         at the meeting abstained from voting.

                                       14
<PAGE>


A proposal to change the name of the Company was approved as follows:

         1,349,238  shares, or 98.02% of the outstanding  shares  represented at
         the meeting voted in favor of the proposal.  19,891 shares, or 1.45% of
         the  outstanding  shares  represented  at the meeting voted against the
         proposal.  7,169 shares, or 0.53% of the outstanding shares represented
         at the meeting abstained from voting.

Item 6.  Exhibits and Reports on Form 8-K

         The Company filed a current  report on Form 8-K with the  Commission on
November 19, 1996 reporting the acquisition of certain  interests in oil and gas
properties from Magnum Hunter Production, Inc.

         The Company  filed a current  report on Form 8-K on  December  19, 1996
announcing  the  approval  of a  proposal  at the  Company's  annual  meeting of
stockholders to change the name of the Company from S.O.I.
Industries, Inc. to Millennia, Inc.

         The Company  filed a current  report on Form 8-K/A on December 30, 1996
as an  amendment  to the From 8-K filed on November  19,  1996.  This Form 8-K/A
included  the  required  financial  statements  of  the  acquired  oil  and  gas
properties and pro forma financial information.



                                       15
<PAGE>





                                   SIGNATURES


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


MILLENNIA, INC.


       /s/ Kevin B. Halter
By:  ________________________________                  Date:  February 14, 1997
       Kevin B. Halter, President



        /s/ Tim C. Hafer
By: ________________________________                   Date:  February 14, 1997
       Tim C. Hafer, Vice President and
       Chief Financial Officer