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
Balance Sheets (Unaudited) at May 31, 2000 and May 31, 1999 Statements of
income (Unaudited) for the six months ended May 31, 2000 and May 31, 1999,
and from inception (December 24, 1997) to May 31, 2000 Statements of
shareholder's equity from 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)
BALANCE SHEET
May 31, 2000 AND May 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Assets
2000 1999
-------------- --------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 359,368 $ 3,968
Total current assets 359,368 53,550
Investment in subsidiary 7,500,000 --
Property and equipment, net 39,234 53,550
Other assets 1,005,827 747,300
Total assets 8,904,429 804,818
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable 203,315 192,996
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 260,715 1,039,282
Long-term debt, less current portion (net of discount) -- 148,430
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 11,299,407 1,960,294
Deficit accumulated during the development stage (2,657,710) (2,344,309)
Total Shareholder's Equity 8,643,714 (382,894)
Total liabilities and shareholder's equity $ 8,904,429 $ 804,818
=========== ==============
</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 (Dec. 24, 1997)
MAY 31, 2000 MAY 31, 1999 MAY 31, 2000
------------ ------------ ------------
<S> <C> <C> <C>
Revenue:
Licensing fees $15,000 $12,500 $42,500
Operating expenses:
Marketing -- 1,514,215 1,514,215
Research Development -- -- 218,515
Rent 38,200 38,200 175,850
Travel 40,230 -- 162,230
Selling, general and administrative expenses 67,759 21,878 479,762
Total operating expenses 146,189 1,574,293 2,550,572
Loss before other income (expense) (131,189) (1,561,793) (2,508,072)
Other income (expense):
Interest expense (27,770) (36,466) (149,638)
Total other income (expense) (27,770) (36,466) (149,638)
Net Loss (158,959) (1,598,259) (2,657,710)
========== ========== ==========
Basic weighted average common
shares outstanding 12,029,919 10,166,673 10,799,716
========== ========== ==========
Basic Loss per common share $(0.0132) $(0.1572) $(0.2461)
========== ========== ==========
</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) $ (1,598,259) ($2,657,710)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 7,002 7,250 36,766
Issuance of stock for marketing services -- 1,514,215 1,514,215
Changes in Operating assets and liabilities:
Accounts payable and notes payable (1,170,806) 46,182 260,715
Long term debt (161,811) 13,580 --
Issuance of warrants to cancel notes
payable and long term debt 1,393,247 -- 1,393,247
----------- ------------ -----------
Net cash provided by/(used in) operating activities (91,327) (17,032) 547,233
CASH FLOWS FROM INVESTING ACTIVITIES:
Patent rights -- -- (1,005,827)
Purchase of property -- -- (76,000)
----------- ------------ -----------
Net cash provided by/(used in) investing activities -- -- (1,081,827)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Issuance of stock 446,762 -- 893,962
----------- ------------ -----------
Net cash provided by/(used in) financing activities 446,762 -- 893,962
----------- ------------ -----------
Net increase (decrease) in cash and cash equivalents 355,435 (17,032) 359,368
Cash and cash equivalents, beginning of period 3,933 21,000 --
----------- ------------ -----------
Cash and cash equivalents, end of period $359,368 $3,968 59,368
=========== ============ ===========
</TABLE>
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)
STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION (DECEMBER 24, 1997) THROUGH MAY 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit during Total
Common Paid in Development Shareholders'
Shares Amount Capital Stage Equity
----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, beginning December 01, 1997: -- $ -- $ -- $ -- $ --
Proceeds from December 1997 private placement 4,000,000 400 19,800 20,200
Proceeds from February 1998 private placement 6,100,000 610 426,390 427,000
Net loss year ended November 30, 1998 (746,050) (746,050)
----------- ----------- ------------ ------------ ------------
Balance at November 30, 1998 10,100,000 1,010 446,190 (746,050) (298,850)
March 20, 1999 settlement of marketing contracts 1,111,220 111 1,514,104 1,514,215
Net loss year ended November 30, 1999 (1,752,702) (1,752,702)
----------- ----------- ------------ ------------ ------------
Balance, at November 30, 1999: 11,211,220 1,121 1,960,294 (2,498,751) (537,336)
Proceeds from January 17, 2000
Issuance of common shares 563,000 56 50,614 50,670
January 20, 2000 cancellation of common shares (1,000,000) (100) 100 --
Proceeds from February 28, 2000
Issuance of Warrants -- -- 1,393,247 1,393,247
Proceed from May 29, 2000 issuance of common shares 5,000,000 500 7,499,500 7,500,000
Proceed from May 31, 2000 issuance of common shares 4,401,019 440 395,652 396,092
Net loss six months ended may 31, 2000 (158,959) (158,959)
----------- ----------- ------------ ------------ ------------
20,175,239 $ 2,017 $ 11,299,407 $ (2,657,710) $ (8,643,714)
=========== =========== ============ ============ ============
</TABLE>
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)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 MONTHS Ended MAY 31, 2000 AND MAY 31, 1999
(UNAUDITED)
Basis of accounting:
Millenia Hope Inc. 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.
Management 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,
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 of cash and equivalents, accounts receivable, accounts
payable and accrued liabilities approximate their fair values because of
the short duration of these instruments.
Cash and cash equivalents:
The Company considers all highly liquid investments with original
maturities of ninety days or less to be cash and cash equivalents. Such
investments are valued at quoted market prices.
Property, equipment and depreciation:
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the double declining balance method over the
estimated useful lives when the property and equipment is placed in
service.
Estimate Useful Life
(In Years)
Office Furniture and Equipment 10
Leasehold improvements are amortized over their estimated useful lives or
the estimated useful lives of the leasehold improvements, whichever is
shorter.
The cost of fixed assets retired or sold, together with the related
accumulated depreciation, are removed from the appropriate asset and
depreciation accounts, and the resulting gain or loss is included in net
earnings.
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
(UNAUDITED)
Intangibles:
Intangibles represent patent rights are recorded at cost, less accumulated
amortization. Patent rights are amortized to operations using the
straight-line method over a ten year term, which is less than the legal
patent term of 17 years. Amortization of patent rights which is considered
a capitalized R&D-related asset is charged to R&D expense. Amortization on
patents rights will begin when the company commences operations.
Intangibles held and used by the Company are reviewed and evaluated for
possible impairment whenever events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable through the
estimated undiscounted future cash flows resulting from the use of these
assets. When any such impairment exists, the related assets will be written
down to fair value. This policy is in accordance with SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of."
Recent Accounting Pronouncements:
The Statement of Financial Accounting Standards Board (SFAS) No. 130,
"Reporting Comprehensive Income," was issued by the Financial Accounting
Standards Board (FASB) in June 1997. This Statement establishes standards
for the reporting and display of comprehensive income and its components.
Comprehensive income including, among other things, foreign currency
translation adjustments and unrealised gains and losses on certain
investments in debt and equity securities. Also in June 1997, the FASB
issued SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information." This Statement establishes standards for reporting
information about operating segments in annual financial statements, and
requires that an enterprise report selected information about operating
segments in interim reports issued to shareholders. Both of these
Statements are effective for fiscal periods beginning after December 15,
1997. The Company does not expect the adoption of these statements to have
a material impact on its financial condition or results of operations.
<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)
1. Organization and business
Millenia Hope Inc. was incorporated in the State of Delaware on December
24, 1997. The Company participates in the treatment and prevention of
malaria. Through its acquisition of the patent rights for Malarex and
Strychnos, the company will further develop and distribute Malarex as a
control agent for the treatment and prevention of malaria throughout the
world. Although there is no assurance that the patent will ever be issued,
management feels the likelihood of issuance is probable (high) due to the
positive test results attained in clinical studies.
2. Concentrations of credit risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash, cash equivalents
and accounts receivable. The credit risk associated with cash and cash
equivalents is considered low due to the credit quality of the financial
institutions. The Company maintains, when appropriate, an allowance for
uncollectible receivables. Therefore, no additional credit risk beyond
amounts provided for collection losses is believed inherent in the
Company's receivables and to date have been within management's
expectations.
3. Details of financial statement components
2000 1999
---------- ----------
Property and Equipment:
Furniture and Fixtures $ 15,900 $ 15,900
Leasehold Improvements 60,100 60,100
---------- ----------
76,000 76,000
Accumulated Depreciation/Amortization 36.766 22.450
---------- ----------
Property, and Equipment, net $ 39.234 $ 53.550
Other Assets:
Patent rights
Patent rights - Malarex $ 747,300 $ 747,300
(Purchased January 7, 1998)
Patent rights - Strychnos 258,527
----------
(Purchased June 1, 1999) $1,005,827 747,300
The purchase of the patents rights included the Italian application, PCT
applications which extends the patent globally and all priority rights
associated with the patent. All of these components were purchased in a
lump sum package which was determined to be their fair market value on the
purchased dates. The transactions were at arm's length. No portion of these
amounts relate to trademarks.
Other Current Liabilities:
Deferred Revenue $ 2,500 $ --
Accrued Expenses 54.900 --
---------- ----------
$ 57.400 $ --
<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)
4. Note Payables :
Related Party:
Promissory Note Payable - C. Villenueve, -- 801.886
----------
a shareholder, unsecured, interest at 8% -- $ 801.886
per annum, no maturity date
5. Long-term debt
Promissory Note - Giuseppe Motta and -- $ 148.430
Silvio Rossi, unsecured, discounted for 8%
Imputed interest; annual payments
of $44,400 for 5 years and a
final payment of $33,600 current
portion of long term debt -- 44.400
----------
192.830
On February 29, 2000 $1,393,247 of long term debt and related party promissory
notes payable were converted into 4.644.156 warrants exercisable at $1 per share
until November 30, 2002.
6. Commitments, contingencies and litigation
Office rent agreement:
On December 27, 1997, the company entered into an office rent agreement
with 9033-0176 Quebec Inc. for office space. This agreement also includes
the full usage of all office equipment and receptionist. This agreement is
for a term of 5 year and the annual rental amount is $79,325.
Auto Reimbursement
The company has agreed to reimburse Claude Villenueve, a shareholder, each
month an amount of $1,040 relating to auto expenses used in the course of
business.
7. 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 $158.959 for the 6 months ended May 31, 2000 and has reported net losses
of $2,657.710 from inception (December 24, 1997) to May 31, 2000. As
reported on the statement of cash flows, the Company incurred negative cash
flows from operating activities of $151.957 for the 6 months ended May 31,
2000 and has reported deficient cash flows from operating activities of
$2,620.044 from inception (December 24, 1997). To date, these losses and
cash flow deficiencies have been financed principally through the sale of
common stock ($2.287.209) and the issuance of common stock in settlement of
contractual obligations ($1,514,215). 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 this
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. These are the same officers and
shareholders that have previously committed to maintaining a sufficient
flow for the organization.
<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)
8. Comprehensive income (loss)
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
130, "Reporting Comprehensive Income". SFAS 130 establishes standards for
the reporting and display of comprehensive income (loss) and its components
in the financial statements. The adoption of this statement did not result
in a change in the Company's disclosure.
9. Related Parties
As discussed in Note 6, the company has an agreement to reimburse Claude
Villenueve, a shareholder , monthly for auto expenditures a standard amount
of $1,040.
On January 9, 1998, the company entered into an agreement with L'Espoir Du
Millenaire Inc. whereby L'Espoir Du Millenaire Inc. has exclusive marketing
and distributor rights for the product Malarax. The agreement is for 5
years and requires L'Espoir Du Millenaire Inc. to make annual payments of
$30,000 to Millenia Hope Inc. for the exclusive rights. The agreement also
allows for renewal of the exclusivity for an additional 5 years provided
that certain sales quotos have been met. L'Espoir Du Millenaire Inc. is
owned Mr. Claude Villenueve, a shareholder in Millenia Hope Inc.
10. 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 carry forwards, because of
uncertainty regarding its realizability.
11. Shareholders' Equity
In March 1999, the Company issued 1,111,220 shares of common stock in
settlement of marketing agreements established with organizations who will
develop and market the Company and its product Malarex globally. The total
marketing cost was $1,514,215. The company's share value on that date was
trading on the OTC Bulletin Board at $1.3627. The transaction was at arm's
length with third parties.
On January 20, 2000, 1,000,000 shares of common stock belonging to one of
the company's founders was returned to the company's treasury for
cancellation.
On May 29th, 2000, the company issued five million (5,000,000) shares of
common stock as part of its payment for the purchase of thirty five million
seven hundred thousand (35,700,000) shares of SWORD COMP-SOFT CORP. from
that company's treasury. The total cost of this acquisition was $7,500,000
of Millenia common stock, valued at the average thirty date trading range
(OTC other) of $1,50 per share, and five million warrants as authorized in
note 12. The transaction was at arm's length with third parties.
12. Warrants and Options
In 1998, the Company, in accordance with it private placement memorandum to
sell 6,100,000 units (each unit consisting of one (1) share of common stock
and one (1) warrant), sold 6,100,000 shares of common stock. Each warrant
entitles the registered holder thereof to purchase at any time from the
date for a period of three (3) years, one share of common stock at a price
of $0.09. As of May 31, 2000, 1.135.981 warrants were outstanding.
On January 29, 1999 the company granted 210,000 options to its President,
Leonard Stella. The options vest 70,000 per year over a three year period.
The options are exercisable at $1.50 per share and expire on December 31,
2003. The total dollar value of the options at the date of grant was
$315,000. The fair market value of the company's stock which was tradable
on the OTC Bulleting Board was $1.50.
<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)
Warrants and Options (continued):
On January 29, 1999 the company granted 150,000 options to its Chief
Executive Officer, Dominique Morisot. The options vest 50,000 per year over
a three year period. The options are exercisable at $1.50 per share and
expire on December 31, 2003. The total dollar value of the options at the
date of grant was $225,000. The fair market value of the company's stock
which was tradable on the OTC Bulleting Board was $1.50.
On January 29, 1999 the company granted 50,000 options to its Vice
President Human Resource, Ronald Lapenna. The options vest after one year.
The options are exercisable at $1.50 per share and expire on December 31,
2003. The total dollar value of the options at the date of grant was
$75,000. The fair market value of the company's stock which was tradable on
the OTC Bulleting Board was $1.50.
On January 29, 1999 the company granted 50,000 options to its Vice
President Finance, George Haligua. The options vest after one year. The
options are exercisable at $1.50 per share and expire on December 31, 2003.
The total dollar value of the options at the date of grant was $75,000. The
fair market value of the company's stock which was tradable on the OTC
Bulleting Board was $1.50.
On April 19, 2000, the company granted 100,000 options to its new Chairman
of the Board, Dr. George Tsoukas. The options vest after one year. The
options are exercisable at $1.50 per share and expire on December 31, 2003.
The total dollar value of the options at the date of grant was $150,000.
The fair market value of the company's stock which was tradable on the OTC
other was $1.50.
On April 19, 2000 the company granted 100,000 options to its Vice Chairman
of the Board, Dr. David Mulder. The options vest after one year. The
options are exercisable at $1.50 per share and expire on December 31, 2003.
The total dollar value of the options at the date of grant was $150,000.
The fair market value of the company's stock which was tradable on the OTC
other was $1.50.
On May 29, 2000, the company as part of its payment for the purchase of
thirty five million seven hundred thousand (35,700,000) shares of SWORD
COMP-SOFT CORP. from that company's treasury, issued five million
(5,000,000) warrants entitling the registered holder thereof to purchase at
anytime from that date for a period of three (3) years, one share of common
stock at a price of two dollars ($2).
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation". The Company has determined that it will continue
to account for employee stock-based compensation under Accounting
Principles Board No. 25 and elect the disclosure-only alternative under
SFAS No. 123. The fair value of a share of nonvested stock is measured at
the market price of a share on the grant date. The proforma effect to net
income and earnings per share is reflected as follows:
Inception
December 24, 1997
Through
MAY 31, 2000
------------
Net Income after proforma effect $(2,657.710)
13. Earnings (Loss) per common 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>
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 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.
The Company intends to continue conducting product research and development as
mentioned previously via a previously noted agreement with its VP Research Mr.
G. Motta. The Company will, in the future, retain marketing and public relations
consultants as necessary, and hire support staff when warranted by its sales
volume on an as needed basis.
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 (2/29/00)
(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
