UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2000
MILLENIA HOPE INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
98-0213828
(Commission file no.) (IRS Employer Identification No.)
4055 St. Catherine St. West, Suite 142
Montreal, Quebec
H3Z 3J8
(Address of principal executive offices and zip code)
Company's telephone number, including area code: (514) 846-5757
<PAGE>
Item 2. Acquisition or Disposition of Assets.
(a) On May 29, 2000, Registrant issued 5,000,000 shares of common stock in
exchange for 35,700,000 shares of Sword Comp-Soft, Inc., a Delaware
corporation which provides on-line interactive health services through
the internet. The transaction was recorded using the "purchase method"
as the registrant acquired 76.45% of Sword Comp-Soft, Inc.'s
outstanding shares at May 29, 2000. There was no material relationship
between the two organizations except for that of Mr. Leonard Stella.
Mr. Stella holds the title of Director and Chief Operating Officer in
both organizations.
Item 7.
(a) Financial Statements of Sword Comp Soft Inc. at April 30, 2000.
<PAGE>
Mark Cohen C.P.A.
1772 East Trafalgar Circle
Hollywood, Fl 33020
(954) 922-6042
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
Board of Directors
Sword Comp-Soft Corp.
We have audited the accompanying balance sheet of Sword Comp-Soft Corp. (a
company in the develpment stage) as of April 30, 2000 and the related statements
of operations, shareholders' equity (deficiency) and cash flows for the year
ended. These financial statement are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principle used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sword Comp-Soft Corp. at april
30, 2000, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going convern. As discussed in Note 5 to the
financial statements, the Company has experienced an operating loss that raises
substantial doubt about its ability to continue as a going concern. Management's
plans regard to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Mark Cohen C.P.A.
A Sole Proprietor Firm
Hollywood, Florida
July 15, 2000
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET
AT APRIL 30, 2000
Assets
Current Assets
Cash and cash equivalents $151,660
--------
Total current assets 151,660
Property and equipment, net 15,000
--------
Total assets 166,660
========
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable --
Accounts payable and accrued liabilities 6,853
---------
Total current liabilities 6,853
Shareholder's Equity
Common Stock, $.0001 par value; authorized 70,000,000 shares; 1,100
issued and outstanding - 11,000,000 in 2000
Paid in Capital 273,901
Share Subscription Receivable (103,739)
Deficit accumulated during the development stage (11,454)
---------
Total Shareholder's Equity 159,807
Total liabilities and shareholder's equity $ 166,660
=========
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF INCOME
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
Year Ended
April 30, 2000
--------------
Operating Expenses:
Selling, general and administrative expenses $ 11,454
------------
Net Loss $ (11,454)
============
Basic weighted average common shares outstanding 11,000,000
============
Basic Loss per common share $ (0.0010)
============
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF SHAREHOLDERS EQUITY
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
<TABLE>
<CAPTION>
Accumulated
Common Stock Receivables Deficit during Total
------------------------------ Paid in Shares Development Shareholder's
Shares Par Value Amount Capital Subscription Stage Equity
----------- --------- ------- ----------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance, beginning: - $ - $ - $ - $ - $ - $ -
April 30, 2000
Proceeds from the sale of
common stock 10,400,000 0.0001 1,040 258,961 (103,739) - 156,262
April 30, 2000
Issuance of stock in settlement 600,000 0.0001 60 14,940 - - 15,000
of equipment purchase
Net loss year ended April 30, 2000 (11,454) (11,454)
----------- --------- ------- ----------- -------------- -------------- -------------
Balance, ending: 11,000,000 $ 0.001 $ 1,100 $ 273,901 $ (103,739) $ (11,454) $ 159,807
=========== ========= ======= =========== ============== ============== =============
</TABLE>
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (11,454)
Adjustments to reconcile net income (loss) to net cash --
used in operating activities:
Changes in Operating assets and liabilities:
Accounts Payable and Accrued Liabilities 6,853
---------
Net cash provided by/(used in) operating activities (4,602)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by/(used in) investing activities --
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Sales of common stock 156,262
---------
Net cash provided by/(used in) financing activities 156,262
---------
Net increase (decrease) in cash and cash equivalents 151,660
Cash and cash equivalents, beginning of period --
---------
Cash and cash equivalents, end of period $ 151,660
=========
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Sword Comp-Soft Corp. (the "Company") was organized on November 02, 1998.
The company is an Application Service Provider in the E-Health sector providing
on-line interactive health services through the internet.
Sword Comp-Soft Corp. prepares its financial statements in accordance with
generally accepted accounting principles. This basis of accounting involves the
application of accrual accounting; consequently, revenues and gains are
recognized when earned, and expenses and losses are recognized when incurred.
Financial statement items are recorded at historical cost and may not
necessarily represent current values.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
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 the reported amounts of revenues and expenses during the
reporting period. Certain amounts included in the financial statements are
estimated based on currently available information and management's judgment as
to the outcome of future conditions and circumstances. Changes in the status of
certain facts or circumstances could result in material changes to the estimates
used in the preparation of financial statements and actual results could differ
from the estimates and assumptions. Every effort is made to ensure the integrity
of such estimates.
Fair value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable, other receivables, accounts payable and
accrued expenses and other liabilities approximate fair value because of the
immediate or short-term maturity of these financial instruments.
Earnings Per Share of Common Stock
Basic earnings (loss) per share is computed using the weighted-average
number of common shares outstanding during the period.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid instruments with original maturities of three months or less to be
cash equivalents.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 3 - PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
Computer Equipment ............................................. $ 15,000
(Acquired from related party and recorded at
predecessor basis)
---------
15,000
Less: Accumulated depreciation ................................ -
Property and equipment, net ................................ $ 15,000
---------
Property and equipment are stated at cost. Depreciation is computed primarily
using the straight-line method over the following estimated useful lives:
Years
-----
Computer Equipment ............................................... 7
NOTE 4 - COMMITMENTS AND CONTIGENCIES
Dedicated internet access
The company has entered into an agreement with UUNET Canada, Inc. for
dedicated access to the commercial internet. The agreement is for twelve months
starting March 01, 2000 and expiring on February 28, 2001. The monthly amount is
$1,395 CAD plus applicable taxes.
Office Rent
The company has entered into an lease agreement with 9033-0176 Quebec Inc.
for office space. The term of the lease begins on May 01, 2000 and terminates on
June 30, 2005, with an option to renew for an additional five years. The annual
rent amount is $18,000.
NOTE 5 - 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
$11,454 for the year ended April 30, 2000. As reported on the statement of cash
flows, the Company incurred negative cash flows from operating activities of
$4,602 from inception. To date, this has been financed principally through the
sale of common stock ($151,660). Management has continued to develop a strategic
plan to develop a management team, maintain reporting compliance and seek new
expansive areas in on-line healthcare sector. Management anticipates that
additional investments will be needed to develop an effective sales and
marketing program before the organization will generate sufficient cash flow
from operations to meet current operating expenses and overhead.
NOTE 6 - RELATED PARTY TRANSACTIONS
Equipment purchases from officers
On April 30, 2000 the company purchased computer equipment from its
officers. The amount of the purchase was $15,000. On April 30, 2000, the company
issued 600,000 shares of common stock in settlement of the purchase. The
computer equipment was capitalized at predecessor cost for an amount of $15,000.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 7 - STOCKHOLDER'S EQUITY
On April 30,2000, the company in accordance with its private placement
offering exempt from registration requirements under section 4(2) of the
Securities Act of 1933 issued 10,400,000 of common shares. The shares have been
issued and a receivable has been reflected in the equity section for those
shares which payment had not been received as of April 30, 2000.
On April 30, 2000, the company issued 600,000 shares to officers of the
company in settlement of computer equipment purchases. The computer equipment
was capitalized at predecessor cost for an amount of $15,000.
NOTE 8 - INCOME TAXES
The Company did not provide any current or deferred United States federal,
state or foreign income tax provision or benefit for the period presented
because it has experienced operating losses since inception. The Company has
provided a full valuation allowance on the deferred tax asset, consisting
primarily of net operating loss carryforwards, because of uncertainty regarding
its realizability.
NOTE 9 - SUBSEQUENT EVENTS
On March 14, 2000 the company agreed to issue 35,700,000 shares,
approximately fifty one percent of the authorized shares, of common stock to
Millenia Hope, Inc., a biopharmaceutical corporation. On May 29, 2000 the
company issued 35,700,000 shares of common stock to Millenia Hope, Inc. in
exchange for 5 million shares of common stock of Millenia Hope, Inc. and 5
million warrants, each warrant entitling the company to purchase one common
share at a price of two dollars per share until November 30, 2004.
In May and June 2000, the company collected the entire share subscription
receivable (see Note 7) of $103,739.
<PAGE>
(b) Pro forma Statement of Operations at February 29, 2000.
i. On May 29, 2000, Registrant issued 5,000,000 shares of common
stock in exchange for 35,700,000 shares of Sword Comp-Soft, Inc.,
a Delaware corporation which provides on-line interactive health
services through the internet. The transaction was recorded using
the "purchase method" as the registrant acquired 76.45% of Sword
Comp-Soft, Inc.'s outstanding shares at May 29, 2000. Pro forma
Statement of Operations at February 29, 2000 is presented. Since
Sword Comp-Soft, Inc. had no business activity through February
29, 2000, the pro forma effect will be the same as Millenia Hope,
Inc's February 29, 2000 Statement of Operations. Millenia Hope
Inc.'s fiscal year end is November 30, 1999 and Sword Comp-Soft
Inc.'s year end is April 30, 2000. Although there is a difference
in accounting period of more than 90 days, Sword Comp-Soft, Inc.
had no business activity through February 29, 2000 and the
difference in accounting periods has a zero effect for this
proforma presentation.
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED NOVEMBER 30, 1999
<TABLE>
<CAPTION>
Millenia Hope, Inc. Sword Comp-Soft, Inc. Proforma
----------------------- ------------------------ ---------------
<S> <C> <C> <C>
Revenue: $ 27,500 $ - $ 27,500
Operating expenses:
Marketing 1,514,215 - 1,514,215
Patent Rights 258,527 - 258,527
Other Development Costs
Rent 61,250 - 61,250
Travel - - -
Selling, general and administrative expenses 120,003 - 120,003
----------------------- ------------------------ ---------------
Total operating expenses 1,953,995 - 1,953,995
Loss before other income (expense) (1,926,495) - (1,926,495)
Other income (expense):
Interest expense (84,734) - (84,734)
----------------------- ------------------------ ---------------
Total other income (expense) (84,734) - (84,734)
----------------------- ------------------------ ---------------
Net (Loss) before minority interest (2,011,229) - (2,011,229)
Minority interest in net (loss) of subsidiary - - -
Net (Loss) (2,011,229) - (2,011,229)
Basic weighted average common shares outstanding 11,052,384 - 11,052,384
======================= ======================== ===============
Basic Loss per common share $ (0.1820) $ - $ (0.1820)
======================= ======================== ===============
</TABLE>
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000
<TABLE>
<CAPTION>
Millenia Hope, Inc. Sword Comp-Soft, Inc. Proforma
----------------------- ------------------------ ---------------
<S> <C> <C> <C>
Revenue: $ 7,500 $ - $ 7,500
Operating expenses:
Marketing - -
Patent Rights - - -
Other Development Costs -
Rent 19,100 - 19,100
Travel - - -
Consulting - - -
Selling, general and administrative expenses 29,502 - 29,502
----------------------- ------------------------ ---------------
Total operating expenses 48,602 - 48,602
Loss before other income (expense) (41,102) - (41,102)
Other income (expense):
Interest expense (27,770) - (27,770)
----------------------- ------------------------ ---------------
Total other income (expense) (27,770) - (27,770)
----------------------- ------------------------ ---------------
Net (Loss) before minority interest (68,872) - (68,872)
Minority interest in net (loss) of subsidiary - -
Net (Loss) (68,872) - (68,872)
======================= ======================== ===============
Basic weighted average common shares outstanding 10,992,720 - 10,992,720
======================= ======================== ===============
Basic Loss per common share $ (0.0063) $ - $ (0.0063)
======================= ======================== ===============
</TABLE>
<PAGE>
The acquisition of Sword, a corporation conducting its business via the
Internet where 45% of all inquiries are health related, is mutually beneficial
for both parties. Millenia's scientific advisory committee, comprised of M.D.s
and PhD's with a wide range of expertise, will lend valuable assistance to Sword
as it brings to the market its medical ASP's. Further, their breadth of
knowledge and varied specializations should help to generate ideas and data to
aid in the production of other medical ASP's.
As Sword states in its Registration Statement filed in October 2000,
although our products have worldwide application, the marketing plan for the
first year of operations is to concentrate on the North American market and to
focus, particularly during the balance of this year, on significant
opportunities that have been identified for or by twenty of the top companies.
Sword's target market is the major pharmaceutical companies. By Sword's
fostering relationships with the above enumerated corporation, it
<PAGE>
will help create an easier entree for its parent corporation, Millenia to form
alliances and joint projects with those of aforementioned companies.
Sword has already started to generate revenue and expects, based on its
estimates, that by the end of its initial 12 months it will have generated
sufficient revenues to break even. By the need of its second 12 month period,
Sword, again per its best estimates, expect to have generated a net profit.
Sword has recently filed a registration statement with the Security
Exchange Commission and will become a reporting company when it is effective. It
is presently in the process of applying to the NASD to be able to trade their
shares on the Over The Counter Market.
Sword was incorporated in November 1998 and commenced its activities in
February 2000. Millenia had no affiliation with Sword prior to its successful
negotiation with that company to purchase a controlling interest in it. Mr.
Leonard Stella chief operating officer of Millenia Hope will fill the same post
at Sword as well as sitting on its Board of Directors. This will allow Millenia
to both monitor and guide Sword in its financial transactions and decisions.
As set out in its Registration Statement, Sword has adequate funding to
finish its first ASP and bring it to the market. Also, as previously mentioned,
Sword is already generating revenues and experts to produce a break even
statement of operations for its initial 12 month period. Based on the above,
Millenia does not currently foresee a need to provide Sword with any funding. As
such, Millenia feels that the acquisition of Sword will turn out to be a
profitable one and in the best interest of its shareholders.
Sword is now working on the completion of its first ASP which it hopes to
bring to market by the first quarter of 2001. It is also engaged in offering
technology related services such as consulting, data storage and web hosting. As
previously mentioned, the latter services are already generating revenues.
