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 August 31, 2000 Issuer had
outstanding 20528590 shares of Common Stock.
INDEX
PART I: FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets (Unaudited) at August 31, 2000. Consolidated
statements of Operations (Unaudited) for the three months and the nine months
ended August 31, 2000 and August 31, 1999, and from inception (December 24,
1997) to August 31, 2000. Statements of cash flows (Unaudited) for the nine
months ended August 31, 2000 and August 31, 1999, and from inception (December
24, 1997) to August 31, 2000. Notes to the Financial Statements (Unaudited)
<PAGE>
MILLENIA HOPE INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
CONSOLIDATED BALANCE SHEET
August 31, 2000
(UNAUDITED)
Assets
Current Assets
Cash and cash equivalents $ 1,001,196
Note Receivable - 3rd Party 33,600
Other current assets 76,400
-----------
Total current assets 1,111,196
Property and equipment, net 91,462
Other Assets 51,185
-----------
Total assets 1,253,843
===========
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable and accrued liabilities 25,871
-----------
Total current liabilities 25,871
Minority Interest 37,571
Shareholder's Equity
Common Stock, $.0001 par value; authorized 2,052
70,000,000 shares; issued and outstanding 20,528,590
Warrants 1,393,247
Paid in Capital 3,796,013
Cost of Treasury Shares 100
Deficit accumulated during the development stage (4,001,010)
-----------
Total Shareholder's Equity 1,190,401
Total liabilities and shareholder's equity $ 1,253,843
===========
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 OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED AUGUST 31, 2000 AND AUGUST 31, 1999
AND THE PERIOD FROM THE INCEPTION
(DECEMBER 24, 1997) TO AUGUST 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Inception
3 months ended 9 months ended (Dec. 24, 1997)
AUG. 31, 2000 AUG. 31, 1999 AUG. 31, 2000 AUG. 31, 1999 AUG. 31, 2000
------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Revenue:
$ 62,573 $ 7,500 $ 77,573 $ 20,000 $ 105,073
Operating expenses:
Patent Rights 91,933 258,527 91,933 258,527
1,097,760
Marketing -- -- -- 1,514,215 1,514,215
Other Development Costs -- -- -- -- 218,515
Rent 28,887 15,313 67,087 45,938 204,737
Travel 50,091 -- 90,321 -- 212,321
Consulting 87,554 -- 87,554 -- 87,554
Selling, general and
administrative expenses 163,520 14,521 231,279 43,242 643,282
------------ ------------ ------------ ------------ ------------
Total operating expenses 421,985 288,361 568,174 1,861,922 3,978,384
Loss before other
income (expense) (359,412) (280,861) (490,601) (1,841,922) (3,873,311)
Other income (expense):
Interest expense -- (15,429) (27,770) (44,263) (149,639)
------------ ------------ ------------ ------------ ------------
Total other income (expense) -- (15,429) (27,770) (44,263) (149,639)
Net (Loss) before minority
Interest (359,412) (296,290) (518,371) (1,886,185) (4,022,950)
Minority interest in net (loss)
Of subsidiary (21,939) -- (21,939) -- (21,939)
------------ ------------ ============ ============ ============
Net loss (337,473) (296,290) (496,432) (1,886,185) (4,001,010)
Basic weighted average common
shares outstanding 20,455,778 10,508,244 14,838,538 10,363,493 12,179,153
------------ ------------ ============ ============ ============
Basic Loss per common share $ (0.0165) $ (0.0282) $ (0.0335) $ (0.1820) $ (0.3285)
------------ ------------ ============ ============ ============
</TABLE>
Read the accompanying summary of significant accounting notes to financial
statements, 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 NINE MONTHS ENDED AUGUST 31, 2000 AND AUGUST 31, 1999
AND THE PERIOD FROM THE INCEPTION
(DECEMBER 24, 1997) TO AUGUST 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Inception
Nine Months (December 24, 1997)
Ended August 31, through
---------------------------
2000 1999 August 31, 2000
----------- ----------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (496,432) $(1,886,185) $(4,001,010)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 13,011 11,083 42,775
Issuance of stock for marketing services -- 1,514,215 1,514,215
Issuance of note for other development costs -- -- 192,831
(subsequently converted to warrants)
Interest expense settled with issuance of note 27,770 -- 27,770
(subsequently converted to warrants)
Changes in Operating assets and liabilities:
Receivables and Other Assets (127,585) -- (127,585)
Accounts Payable and Accrued Liabilities (155,279) 85,313 21,371
----------- ----------- -----------
Net cash provided by/(used in) operating activities (738,514) (275,574) (2,329,632)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and equipment (35,016) -- (111,016)
Issuance of stock for subsidiaries cash balance 40,628 -- 40,628
Repayment of subsidiary related party note receivable 34,233 -- 34,233
Collection of subsidiary share subscription recievable 83,331 -- 83,331
Minority interest portion of net income/(loss) of subsidiary (21,939) -- (21,939)
----------- ----------- -----------
Net cash provided by/(used in) investing activities 101,237 -- 25,237
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Notes payable, principally related parties (net of discount) (51,205) 258,527 1,172,648
Note payable - subsidiary 42,181 -- 42,181
Issuance of stock 478,564 -- 925,764
Contribution to Paid in Capital 1,165,000 -- 1,165,000
----------- ----------- -----------
Net cash provided by/(used in) financing activities 1,634,540 258,527 3,305,593
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 997,263 (17,047) 1,001,196
Cash and cash equivalents, beginning of period 3,933 21,000 --
----------- ----------- -----------
Cash and cash equivalents, end of period $ 1,001,196 $ 3,953 $ 1,001,196
=========== =========== ===========
Supplemental Schedule of noncash investing and financing activities:
On February 28, 2000, the company issued 4,644,156 warrants to settle the
following related party notes:
Notes payable (principally related parties) (net of discount) 1,172,648
Long -term debt, less current portion (net of discount) 104,031
Current portion of long term debt ( net of discount) 88,800
Current year interest expense 27,770
-----------
1,393,249
On May 29, 2000, the company issued 5,000,000 shares of common stock in exchange
for 35,700,000 shares of Sword Comp-Soft, Corp., 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.
The following assets were acquired through this transaction:
Note Receivable - 3rd Party 33,600
Note Receivable - Related Party 34,233
Property and Equipment, net 23,221
The following liabilities were assumed through this transaction:
Accounts payable and accrued liabilities 4,500
</TABLE>
On April 30, 2000, the company's subsidiary issued 600,000 shares for Equipment
valued at $15,000.
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>
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. Currently the company has one agreement with a term of 5
years commencing on January , 1999.
The company also recognizes revenue from its subsidiary, providing
technology related services, such as data storage and consulting. Revenue is
recognized when the service is performed.
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>
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
$337,473 and $496,432 for the three and nine months ended August 31, 2000 as
well as reporting net losses of $4,001,010 from inception (December 24, 1997) to
August 31, 2000. As reported on the statement of cash flows, the Company had
negative cash flows from operating activities of $738,514 for nine months ended
August 31, 2000 and has reported deficient cash flows from operating activities
of $2,329,632 from inception (December 24, 1997). To date, these losses and cash
flow deficiencies have been financed principally through the sale of common
stock ($925,764) and short term debt ($1,172,648) which is related party debt.
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 Malarex.
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 May 29, 2000, the company issued 5,000,000 shares of common stock in
exchange for 35,700,000 shares of Sword Comp-Soft, Corp., 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, Corp.'s outstanding shares at May 29, 2000.
NOTE 6 - STOCKHOLDER'S EQUITY
In February 1998, the company issued in accordance with it private
placement offering exempt from registration requirements under section 4(2) of
the Securities Act of 1933, as amended, and Rule 504 of Regulation D sold
6,100,000 units (each unit consisting of one (1 share of common stock and (1)
warrant) at a price of $0.07 per unit. Each warrant entitles the registered
holder thereof to purchase at any time from the date of the offering until the
close of business February 11, 2001, one share of common stock at a price of
$0.09. On January 17, 2000, the company issued 563,000 shares of common stock at
a price of $0.09 per share to individuals who exercised their warrants.
On May 29, 2000, the company issued 5,000,000 shares of common stock in
exchange for 35,700,000 shares of Sword Comp-Soft, Corp.
<PAGE>
NOTE 6 - STOCKHOLDER'S EQUITY (continued):
In February 1998, the company issued in accordance with it private
placement offering exempt from registration requirements under section 4(2) of
the Securities Act of 1933, as amended, and Rule 504 of Regulation D sold
6,100,000 units (each unit consisting of one (1 share of common stock and (1)
warrant) at a price of $0.07 per unit. Each warrant entitles the registered
holder thereof to purchase at any time from the date of the offering until the
close of business February 11, 2001, one share of common stock at a price of
$0.09. On May 31, 2000, the company issued 4,401,019 shares of common stock at a
price of $0.09 per share to individuals who exercised their warrants.
In February 1998, the company issued in accordance with it private
placement offering exempt from registration requirements under section 4(2) of
the Securities Act of 1933, as amended, and Rule 504 of Regulation D sold
6,100,000 units (each unit consisting of one (1 share of common stock and (1)
warrant) at a price of $0.07 per unit. Each warrant entitles the registered
holder thereof to purchase at any time from the date of the offering until the
close of business February 11, 2001, one share of common stock at a price of
$0.09. On July 10, 2000, the company issued 353,351 shares of common stock at a
price of $0.09 per share to individuals who exercised their warrants.
On February 28, 2000, the company issued 4,644,156 warrants to settle the
following related party notes:
Current portion of long term debt ( net of discount) $ 88,800
Notes payable (principally related parties) (net of discount) 1,172,648
Long -term debt, less current portion (net of discount) 104,031
Current year interest expense 27,770
----------
$1,393,249
==========
On January 20, 2000, one of the founders of the corporation who was invited
to participate at the inception of the corporation based upon on his ability in
the area of investor relations agreed to return his 1,000,000 shares to the
company for cancellation due to changed personal circumstances in which he was
unable to devote significant time and effort to the company. These shares have
been classified as treasury shares.
<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.
Currently, Millenia is running a new series of tests, under the auspices of Dr.
Mary Stevenson of McGill University. Dr. Stevenson, an expert on the study of
malaria and a member of the board of the Malaria Foundation International,
expects that, with the successful completion of all the trial phases, the
Canadian government will issue MALAREX a DIN (Drug Identification Number).
Receiving a Canadian DIN is a sign that we have a product that has gone through
a rigorous testing process akin to receiving an ISO 9000 designation.
<PAGE>
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.
On September 26, 2000 Millenia's PCT (International) Patent Application was
accepted and Millenia has now commenced the process of registering its patent
protection in the following 52 countries: the United States, Canada, Europe,
Japan, the states served by the European Patent Office, the African Regional
Industrial Property Organization (ARIPO) and the African Intellectual Property
Organization (OAPI) as well as Brazil, India, Mexico, South Africa, Vietnam and
Madagascar. As well, Millenia has made trademark applications for MALAREX in
these 52 countries.
In the future, as other products are developed and come on line or are
purchased, Millenia will take all necessary steps to see that its product have
the full measure of legal protection. Furthermore; should there be any questions
of infringement on its proprietary rights, Millenia will be aggressive in
asserting its legal position.
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.
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 August 31st, 2000 the company and its subsidiary
incurred operating expenses of $568,174 and interest expenses in the amount of
$27,770 while recording net cash revenues of $77,573. From September 1st, 2000
to November 30th, 2000, the fiscal year end, the company anticipates that its
net cash flow needs, including that of its subsidiary, will be $185,000
primarily to cover day to day operating 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.
<PAGE>
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).
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
P.H.D.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 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, Sord 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 forsee 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.
Included, as an exhibit hereto, are the unaudited August 31, 2000 Balance Sheet
and Statement Operations of SWORD COMP-SOFT CORP.
On March 20, 1999 the company issued 1,075,000 common shares to Richgold
Corporation SA at the fair market value of $1.36275 per share for marketing
services performed. Due to the fact that the results of these services did not
live up to the company`s expectations, it was agreed upon by the company and
Richgold that Richgold would reimburse $1,165,000 to Millenia. This entire
amount has been applied to paid in capital.
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 physician with expertise 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 including presidency of the Canadian Association of Thoracic
Surgeons and the Canadian Surgical Association..
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.
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 an educator who, over the past
decade, has produced medical CD-ROMs and hosted a TV program explaining medical
conditions. He has also lectured 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. Mr. Stella's title will now be COO, Chief Operating Officer,
replacing his previous designation as President and Treasurer.
<PAGE>
As of August 31, 2000 Millenia had entered into the final stages of negotiation
to acquire an interest in Cibecol Industrial Farmaceutica. Millenia has a
$500,000 US deposit pending the final outcome of these negotiations. Cibecol
operates a 20,000 square foot manufacturing facility and also owns 80 hectars of
arable land, located, in Porto Allegre, Brazil. Millenia will use the Brazilian
facility for the production of Malarex.
Cibecol operates one of the largest phyto-pharmaceutical plants in southern
Brazil. In addition to producing voacamine, the active agent in Malarex, Cibecol
would continue to produce its own group of 61 natural medicines that are
currently being Marketed in Brazil.
This acquisition would be a key step forward toward Millenia's goal of becoming
A vertically integrated producer and distributor of Malarex.
Furthermore, Millenia is in the process of finalizing a scientifically
beneficial and potentially lucrative project, under the leadership of Dr. David
Mulder, Millenia's Vice-Chairman, and Dr. Rene Morel, a member of our scientific
committee, which we call 02-IV-oxygenation of intravenous solutions.
In 02-IV we will be introducing a new concept in that intravenous solution
recipients will now be able to derive a positive boost from the extra dose of
oxygen delivered directly to their blood stream.
As per the January 1999 article in the Canadian Journal of Health & Nutrition
titled, "Oxygen Boosts Performance", the benefits of additional oxygen for the
body are numerous. Cardiovascular endurance, especially if the patient has heart
or pulmonary problems, heads this list. Added supplies of oxygen raises the
human body's energy levels, gives greater muscular endurance, improves
concentration, calms the nervous system and helps in the removal of toxins.
These benefits are of extreme importance to ambulatory patients, as their body
is not getting the exercise that is so necessary to proper oxygen consumption.
The North American intravenous solution market, per estimates of Frost &
Sullivan, is approximately $1.3 billion and the rest of the international market
is about an additional $1.5 billion.
Millenia hopes to conclude the deal to license the technology, that allows for
the oxygenation of intravenous solutions currently held by Liquid Asset
Corporation of Delaware, by its year end. Millenia has a $500,000 US deposit
pending the finalization of the aforementioned.
<PAGE>
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 cancellation of
exercisable of notes payable
at $1.00 per and long term
share until debt Regulation S
11/30/2002 $ 1,393,247
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
10/7/2000 common shares 353,351 31.802 Regulation S
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule (8/31/00)
(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: October 23, 2000 By: /s/ Leonard Stella
President and Treasurer
