MILLENIA HOPE INC.
(Exact name of Small Business Issuer as Specified in its Charter)
DELAWARE 98-0213828
(state or other Jurisdiction of (I.R.S Employer
Incorporation or Organization) Identification No.)
4055 Ste Catherine st. suite 142, Montreal, Quebec H3Z 3J8
(Address of Principal Executive Offices)
(514) 846-5757
Issuer's Telephone Number Including Area Code)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date : At May 31, 2000 Issuer had
outstanding 20175239 shares of Common Stock.
<PAGE>
INDEX
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) at May 31, 2000 and May 31, 1999
Statements of income (Unaudited) for the three and six months ended May 31,
2000 and May 31, 1999, and from inception (December 24, 1997) to May 31,
2000, Statements of cash flows (Unaudited) for the six months ended May 31,
2000 and May 31, 1999, and from inception (December 24, 1997) to May 31,
2000. Summary of Significant Accounting policies Notes to the Financial
Statements (Unaudited)
Item 2. Plan of Operations
PART II. Other Information
Item 2. Sale of Unregistered Securities
Item 6. Exhibits and Reports on Form
SIGNATURES
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
CONSOLIDATED BALANCE SHEET
May 31, 2000 AND May 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Assets
2000 1999
-------------- --------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 511,028 $ 3,968
Total current assets 511,028 3,968
Property and equipment, net 54,234 53,550
Excess of Cost over book value of subsidiary 1,644,429 --
Total assets 2,209,691 57,518
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable 210,168 192,996
Current Portion of long term debt (net of discount) -- 44,400
Notes payable (principally related parties) -- 801,886
Other current liabilities 57,400 --
Total curent liabilities 267,568 1,039,282
Long-term debt, less current portion (net of discount) -- 148,430
Minority Interest 1,804,237 --
Shareholder's Equity
Common Stock, $,0001 par value; authorized 2,017 1,121
70,000,000 shares; issued and outstanding
20,175,239 in 2000 and 11,211,220 in 1999
Paid in Capital 11,299,307 1,960,294
Cost of Treasury Shares (7,499,900) --
Deficit accumulated during the development stage (3,663,537) (3,091,609)
Total Shareholder's Equity 137,886 (382,894)
Total liabilities and shareholder's equity $ 2,209,691 $ 57,518
=========== ==============
</TABLE>
Read the accompanying summary of significant policies and notes to financial
statements, both of which are an integral part of this financial statement.
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF INCOME
FOR THE 6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
AND THE PERIOD FROM THE INCEPTION
(DECEMBER 24, 1997) TO MAY 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Inception
3 months ended 6 months ended (Dec. 24, 1997)
MAY 31, 2000 MAY 31, 1999 MAY 31, 2000 MAY 31, 1999 MAY 31, 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Licensing fees $7,500 $7,500 $15,000 $12,500 $42,500
Operating expenses:
Patent Rights -- -- -- -- 1,005,827
Marketing -- 1,514,215 -- 1,514,215 1,514,215
Other Developmental Costs -- -- -- -- 218,515
Rent 19,100 15,313 38,200 30,625 175,850
Travel 40,230 -- 40,230 -- 162,230
Selling, general and administrative expenses 38,257 14,361 67,759 28,721 479,762
Total operating expenses 97,587 1,543,889 146,189 1,573,561 3,996,399
Loss before other income (expense) (90,087) (1,536,389) (131,189) (1,561,061) (3,513,899)
Other income (expense):
Interest expense -- (14,905) (27,770) (28,834) (149,638)
Total other income (expense) -- (14,905) (27,770) (28,834) (149,638)
Net Loss (90,087) (1,551,294) (158,959) 1,589,895 (3,663,537)
========== ========== ========== ========== ==========
Basic weighted average common
shares outstanding 13,056,087 10,169,227 12,029,919 10,166,673 10,799,716
========== ========== ========== ========== ==========
Basic Loss per common share $(0.0069) $(0.1525) $(0.0132) $(0.1564) $(0.3392)
========== ========== ========== ========== ==========
</TABLE>
Read the accompanying summary of significant policies and notes to financial
statements, both of which are an integral part of this financial statement.
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS
FOR THE 6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
AND THE PERIOD FROM THE INCEPTION
(DECEMBER 24, 1997) TO MAY 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Inception
6 Months Ended (Dec. 24, 1997)
MAY 31, 2000 MAY 31, 1999 MAY 31, 2000
------------ ------------ -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (158,959) $(1,589,895) ($3,663,537)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 7,002 7,282 36,766
Issuance of stock for marketing services -- 1,514,215 1,514,215
Issuance of noe for other development costs -- -- 192,831
Operating expense settled with issuance of note 93,602 -- 93,602
Interest expense settled with issuance of note 27,770 -- 27,770
Changes in Operating assets and liabilities:
Accounts payable and notes payable 90,918 61,900 267,568
----------- ----------- -----------
Net cash provided by/(used in) operating activities 60,333 (6,498) (1,530,786)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property -- -- (76,000)
----------- ----------- -----------
Net cash provided by/(used in) investing activities -- -- (76,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Notes payable, principly related parties (not of discount) -- -- 1,223,853
Issuance of stock 446,762 -- 2,117,815
----------- ----------- -----------
Net cash provided by/(used in) financing activities 446,762 -- 893,962
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 507,095 (6,499) 511,028
Cash and cash equivalents, beginning of period 3,933 21,000 --
----------- ----------- -----------
Cash and cash equivalents, end of period $ 511,028 $ 14,502 511,028
=========== =========== ===========
</TABLE>
On April 30, 2000, the Company's subsidiary issued 600,000 shares for Equipment
valued at $15,000.
On February 28, 2000, the Company, by issuing 4,644,156 warrants, settled notes
payable to related parties in the amount of $1,393,247.
Read the accompanying summary of significant accounting policies and notes to
financial statement, both of which are an integral part of this financial
statement.
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO THE FINANCIAL STATEMENTS
6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
(unaudited)
NOTE 1 -BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Millenia
Hope Inc. have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Article 10 of Regulation S-X. The financial statements reflect all
adjustments consisting of normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the results for the periods
shown. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.
These financial statements should be read in conjunction with the audited
financial statements and footnotes thereto included in Millenia Hope Inc.'s
Registration Statement on Form 10SB (Registration No. 000-29385) as filed with
the Securities and Exchange Commission.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and that effect the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
NOTE 2 - REVENUE RECOGNITION
The company currently recognizes revenue in the form of licensing fees
which are recorded over the life of the licensing agreement using the straight
line method.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provide guidance for disclosures
related to revenue recognition policies. Management believes that Millenia Hope
Inc.'s revenue recognition practices are in conformity with the guidelines of
SAB 101.
NOTE 3 - NET LOSS PER SHARE
Basic earnings (loss) per share is computed using the weighted-average
number of common shares outstanding during the period. Options and warrants are
not considered since considering such items would have an antidilutive effect.
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO THE FINANCIAL STATEMENTS
6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
(unaudited)
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The company reported a net loss of
$90,087 and $158,959 for the three and six months ended May 31, 2000 as well as
reporting net losses of $3,663,537 from inception (December 24, 1997) to May 31,
2000. As reported on the statement of cash flows, the Company had positive cash
flows from operating activities of $60,333 for six months ended May 31, 2000 but
has reported deficient cash flows from operating activities of $1,530,786 from
inception (December 24, 1997). To date, these losses and cash flow deficiencies
have been financed principally through the sale of common stock ($893,962) and
notes payable, principly related parties (net of discount) ($1,223,853.
Additional capital and/or borrowings will be necessary in order for the Company
to continue in existence until attaining and sustaining profitable operations.
Management has continued to develop a strategic plan to develop a management
team, maintain reporting compliance and establish long term relationships with
other major organizations to develop and distribute the product Malarax.
Management anticipates generating revenue through the sales of Malarax during
the next fiscal year. The major shareholder's of the organization have committed
to fund the operations of the organization during the next fiscal year until the
organization can generate sufficient cash flow from operations to meet current
operating expenses and overhead.
NOTE 5 - ACQUISITION OF SWORD COMP-SOFT
On May29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of Sword Comp-Soft Corp., this being 51% of Sword's
authorized capital, at a cost of five million (5,000,00) common shares, valued
at the average thirty date trading range (OTC other) of $1.50 or seven million
five hundred thousand dollars ($7,500,000) and five million warrants
(5,000,000), entitling the registered holder thereof to purchase at any time
from that date for a period of three (3) years, one share of common stock at a
price of two dollars ($2).
Sword Comp-Soft Corp. is an (ASP) Application Service Provider incorporated in
November 1998 specializing in the E-Healthcare sector.
NOTE 6 - STOCKHOLDER'S EQUITY
One of our founders was invited to participate at the inception of the
Corporation based upon his ability in the area of Investor Relations. However,
shortly thereafter, due to changed personal circumstances, he was unable to
devote significant time and effort to the company. Following ongoing discussions
on January 20, 2000, he agreed to return his 1,000,000 shares to the Corporate
Treasury for cancellation.
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO THE FINANCIAL STATEMENTS
6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
(unaudited)
Item 2. Plan of Operation.
The following discussion should be read in conjunction with the financial
statements and related notes which are included elsewhere in this prospectus.
Statements made below which are not historical facts are forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions and our
ability to market our product.
Some of the statements hereunder are forward-looking statements that
involve risks and uncertainties. These forward-looking statements include
statements about our plans, objectives, expectations, intentions and assumptions
and other statements contained herein that are not statements of historical
fact. You can identify these statements by words such as "may," "will,"
"should," "estimates," "plans," "expects," "believes," "intends" and similar
expressions. We cannot guarantee future results, levels of activity, performance
or achievements. Our actual results and the timing of certain events may differ
significantly from the results discussed in the forward-looking statements. You
are cautioned not to place undue reliance on any forward-looking statements.
The business objectives of Millenia are twofold.
First and foremost is to establish MALAREX as an accepted control agent for the
treatment and prevention of malaria throughout the world. Not only do we believe
that MALAREX is an effective anti-malarial drug, it will also be made available
at prices that are adapted to the realities of the third world market. The
availability and pricing of MALAREX will hopefully ensure its acceptability and
use in the fight against malaria. To this end the company has entered into
clinical trials of MALAREX with the following three countries:
o On October 5th, 1999 India's Directorate of Health accepted MALAREX for
both in-vitro (test-tube) and in-vivo (live trials) testing. On February
28th, 2000 the in-vitro tests were successfully completed and the in-vivo
tests are scheduled to be run next.
o On January 13th, 2000 Cameroun's Department of Health accepted MALAREX for
both in-vitro and in-vivo testing. As of February 17th, 2000 the above
testing was successfully concluded. The company is waiting for the final
approval of the Department of Health for MALAREX to be sold in Cameroun.
While management believes that sales of MALAREX should commence within the
next six months in Cameroun, as there are no signed sales contracts and the
company has not yet received its final certification, there is no basis for
assurance that this will take place.
o On January 26th, 2000 the Ministry of Health and Welfare of Equatorial
Guinea accepted MALAREX for both in-vitro and in-vivo testing. As of
February 27th, 2000 the in-vitro testing was successfully concluded and we
are waiting for the in-vivo testing to be concluded. If this step is
successful then final approval of the ministry of Health and Welfare would
be needed to commence sales of MALAREX.
Millenia has adopted an extremely conservative sales forecast. In the face of
anti-malarial drug resistance, the need for more effective treatments will
continue to intensify. Once a network of local manufacturers and distributors
capable of producing and supplying MALAREX are in place, the demand for MALAREX
should increase commensurately.
It is estimated the demand for MALAREX will increase as it becomes an accepted
choice in the fight against malaria. Millenia chooses to remain conservative in
its sales estimation as it strives to attain its target goal of 2 % of the
marketplace in five years.
Achieving these modest levels will ensure both the viability and profitability
for both the Company and its shareholders.
Secondly, Millenia is committed to ongoing research and development to expand
the efficacy of MALAREX and its derivatives in fighting infectious diseases. To
this end, the company has a verbal agreement with one of its officers, Mr.
Guiseppe Bertelli Motta, VP of research and a co-discoverer of MALAREX whose
profession is botanical research, that it will have the first right of refusal
on all the research carried on by him. As cash flow improves, further funding
will be committed to research and development.
As an integral part of this development, Millenia hopes to establish long term
relationships with other major organizations such as Rotary Against Malaria
(RAM), World Health Organization and the Centres for Disease Controls. It is
through these relationships that Millenia feels that they can best support the
efforts of such organizations to solve the problem of malaria by building an
infrastructure necessary to control this disease.
As the Company has not yet begun to sell the Product, it is difficult for
management to evaluate the growth curve of Product sales. However, given the
potential market size and the need for viable and effective drugs, the Company
believes that it will not have a problem generating sales thereby creating
positive cash flow once the Product is approved.
The Company intends to use the Internet for advertising as that currently allows
the greatest visibility for very small costs. In fact, the Company believes that
it will be able to obtain free access on certain websites looking for products
such as the Company's.
<PAGE>
At present the only significant cash outlay of the Company is for rent as well
as legal and accounting fees incurred by the Company as it prepares this filing
and filings associated with being a reporting company (quarterly unaudited
reports, annual reports, etc.). There is currently insufficient funds to
adequately provide for the Company's needs over the next twelve months, however,
the officers and certain shareholders have committed to fund the operations of
the company during the net twelve months until the company can generate
sufficient cash flow from operations to meet current operating expenses and
overhead.
Liquidity and cash flow needs of the Company
From December 1st, 1999 to May 31st, 2000 the company incurred operating
expenses of $ 146.189 and interest expenses in the amount of $27,770 while
recording net cash revenues of $15,000. From June 1st, 2000 to November 30th,
2000, the fiscal year end, the company anticipates that its net cash flow needs
will be $95.000 primarily to cover day to day operating expenses and $60,000
to cover overseas travel expenses. These funds will be covered by revenue
received and any shortfalls will be met by the officers and certain shareholders
as previously outlined.
On January 20, 2000, after ongoing discussions, one of the founding shareholders
agreed to return his 1,000,000 shares to the company's treasury due to his
inability to provide certain services to the corporation.
On May 29, 2000, the company acquired thirty five million seven hundred thousand
(35,700,000) shares of SWORD COMP-SOFT CORP., this being 51% of SWORD's
authorized capital, at a cost of five million (5,000,000) common shares, valued
at the average thirty date trading range (OTC other) of $1.50 or seven million
five hundred thousand dollars ($7,500,000) and five million warrants
(5,000,000), entitling the registered holder thereof to purchase at any time
from that date for a period of three (3) years, one share of common stock at a
price of two dollars ($2).
SWORD COMP-SOFT CORP. is an (ASP) Application Service Provider incorporated in
November 1998 specializing in the E-Healthcare sector.
Application services, a rapidly growing segment of the Internet economy, are
those that focus on a single topic or issue in a conversational manner.
Sword has what it believes is some of the most advanced technology currently
available in the field of e-Healthcare and that it will be in a position to
offer a range of application services designed around the concept of providing a
series of useful, on line interactive health services and facilities in an
attractive, convenient format to people in their electronic environments. These
application services include the identification and personal logging of
disease(s) and strategies to cope with long term health issues from nutrition,
wellness and health in a "patient driven" format.
Essentially, the subscribers use application programs to create, store and
transact medical data on the application server, for example, the interactive
on-line health service will record similar data to that usually given to a
primary health care worker, such as a doctor or a nurse,, and create an overall
profile of individual health needs. Each application will relate to a specific
disease, drug, or part of the human anatomy on a pay per use basis ( although
this fee may be sponsored).
On February 22, 2000 Dr. David Mulder joined the Board of Directors of Millenia
Hope as its Vice-Chairman of the Board. Dr Mulder, a world-renowned physician in
several disciplines, was the former chairman of Montreal's McGill University
department of surgery and the surgeon-in-chief at the Montreal General Hospital
for 21 years. Dr Mulder has held leading positions in several important medical
associations.
At a Board of Directors meeting, held on April 19, 2000, Dr. Alain Soucy,
Chairman of the Board of Millenia, resigned in order to head up a new start-up,
Thermolysis International, a corporation specializing in industrial water (and
waste) purification.
<PAGE>
At the same meeting, Dr. George Haligua, Vice President of Finance and a
Director, has resigned to devote more time and concentrate his efforts on his
own principle businesses.
Dr. George Tsoukas is the newly elected chairman of the Board of Millenia Hope.
Dr. George Tsoukas has a bachelor of science in Biochemistry from McGill
University and received his Medical degree from McGill in 1968. In 1975 he was
granted a specialization in Internal Medicine and Endocrinology from the same
institution. For over 10 years, he has been an Associate Physician at the McGill
University Medical Center and is currently conducting clinical research on bone
diseases. Dr. Tsoukas was also the chief examiner for the Quebec College of
Endocrinologists from 1980 - 1986. Dr. Tsoukas is a well known educator who,
over the past decade, has produced medical CD-ROMs and hosted a popular TV
program explaining medical conditions. He has also lectured extensively to other
doctors on behalf of major pharmaceutical companies.
Mr. Leonard Stella, President and Treasurer, will take over the financial
responsibilities of Dr. Haligua and will share, with Mr. Tom Bourne, Secretary
of Millenia, the duties involved in shareholder relations previously handled by
Dr. Haligua.
Further, Mr. Stella's title will now be COO, Chief Operating Officer, replacing
his previous designation as President and Treasurer.
Part II other information
Item 2: Sales of Unregistered securities
Date of Title of Number Consideration Exemption from
Sale Security Sold Received Registration claimed
1/17/2000 Common 563,000 $ 50,670 Regulation S
Shares
2/28/2000 Warrants 4,644,156 conversion of Regulation S
exercisable $ 1,393,247
at $1.00 per of debt
share until
11/30/2002
29/5/2000 common shares 5,000,000 35,700,000 Section 4(2)
shares of
Sword Comp-
Soft Corp.
31/5/2000 common shares 4,401,019 396,092 Regulation S
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule (5/31/00)
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Millenia Hope Inc.
(Registrant)
Dated: July 14, 2000 By: /s/Leonard Stella
President and Treasurer
