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.)
1250 Rene Levesque West, suite 2200, Montreal, Quebec H3B 4W8
(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 April 12, 2006 Issuer had
135,567,887 outstanding shares of Common Stock.
INDEX
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet (Unaudited) at February 28, 2006.
Statements of Operations (Unaudited) for the three months ended
February 28, 2006 and February 28, 2005 and from inception (December
24, 1997) to February 28, 2006.
Statements of Cash Flows (Unaudited) for the three months ended
February 28, 2006 and February 28, 2005 and from inception (December
24, 1997) to February 28, 2006.
Notes to the Financial Statements (Unaudited)
Item 2. Plan of Operations
Item 3. Controls and procedures
PART II. Other Information
Item 2. Sale of Unregistered Securities
Item 6. Exhibits and Reports on Form
SIGNATURES
Millenia Hope Inc.
(A Development Stage Company)
Balance Sheet
February 28, 2006
(Unaudited)
Assets
Current Assets
Cash $ 21,799
Accounts receivable 81,460
Inventories 63,645
Prepaid expenses 5,892
Consumption taxes receivable 92,903
------------
Total Current Assets 265,699
------------
Property and equipment, net 528,771
------------
$ 794,470
============
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable and Accrued Liabilities $ 114,424
Advance from shareholder 595,002
------------
Total Current Liabilities 709,426
------------
Stockholders' Equity
Common Stock, $.0001 par value; 180,000,000 shares authorized,
135,260,717 issued and outstanding 13,526
Paid in Capital 21,377,217
Treasury Shares, at cost 100
Deferred Stock Compensation (1,679,659)
(Deficit) Accumulated During the Development Stage (19,626,140)
------------
85,044
------------
$ 794,470
============
See the accompanying notes to the financial statements.
Millenia Hope Inc.
(A Development Stage Company)
Statements of Operations
Three months ended February 28, 2006 and February 28, 2005, and
the Period From Inception (December 24, 1997) to February 28, 2006
(Unaudited)
Three months Three months
ended ended Inception to
February 28, February 28, February 28,
2006 2005 2006
------------- ------------ ------------
Revenues $ 81,460 $ -- $ 1,415,648
Cost of Sales -- -- 789,540
------------- ------------ ------------
Gross Profit 81,460 -- 626,108
------------- ------------ ------------
Operating Expenses
Administrative Salaries 103,880 36,595 3,267,614
Marketing 143,282 608,811 5,194,485
Development 624,305 70,770 3,623,257
Purchased R&D -- 975,000 --
Patent rights -- -- 1,005,827
Selling, general and administrative 295,886 258,629 4,431,537
------------- ------------ ------------
1,167,353 1,949,805 17,522,720
------------- ------------ ------------
Operating (Loss) (1,085,893) (1,949,805) (16,896,612)
------------- ------------ ------------
Other income (expense)
Gain on disposition of subsidiary -- -- 737,262
Interest Income 13,500 13,500 144,823
Interest expense -- -- (179,212)
Write-off of leasehold improvements -- -- (2,663)
Write-off of notes receivable, related parties -- -- (629,739)
Write-off of other assets -- -- (2,799,999)
------------- ------------ ------------
13,500 13,500 (2,729,528)
------------- ------------ ------------
Net (Loss) $ (1,072,393) $ (1,936,305) $(19,626,140)
============= ============ ============
Per share information - basic and diluted:
Weighted Average Number of Common
Shares Outstanding 131,200,335 75,380,286
============ ============
(Loss) Per Common Share $ (0.01) $ (0.02)
============ ============
See the accompanying notes to the financial statements.
Millenia Hope Inc.
(A Development Stage Company)
Statement of Cash Flows
Three months ended February 28, 2006 and February 28, 2005, and
the Period From Inception (December 24, 1997) to February 28, 2006
(Unaudited)
Three months Three months
ended ended Inception to
February 28, February 28, February 28,
2006 2005 2006
------------ ------------ ------------
Operating Activities
Cash (used in) operating activities $ (159,630) $ (210,014) $(4,077,118)
----------- ----------- -----------
Financing Activities
Advance from shareholder 595,002 -- 595,002
Bank Overdraft (3,408) (172) --
Related party payable, net (55) 6 1,367,406
Issuance of capital stock for cash 116,160 215,500 2,317,162
Contribution to paid in capital -- -- 1,318,347
----------- ----------- -----------
Cash provided by financing activities 707,699 215,334 5,597,917
----------- ----------- -----------
Investing activities
Additions to fixed assets (526,270) -- (654,985)
Deposits on future acquisition -- -- (1,000,000)
Issue of stock for subsidiary cash balance -- -- 40,628
Repayment of subsidiary related party note receivable -- -- 34,233
Collection of subsidiary share subscription receivable -- -- 83,331
Note receivable -- -- (2,207)
----------- ----------- -----------
Cash flows (used in) investing activities (526,270) -- (1,499,000)
----------- ----------- -----------
Increase in cash 21,799 5,320 21,799
Cash and cash equivalents
Beginning of period -- -- --
----------- ----------- -----------
End of period $ 21,799 $ 5,320 $ 21,799
=========== =========== ===========
Supplemental Cash Flow Information
Cash Paid for Income Taxes $ -- $ -- $ --
=========== =========== ===========
Cash Paid for Interest $ -- $ -- $ 179,212
=========== =========== ===========
See the accompanying notes to the financial statements.
MILLENIA HOPE INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FEBRUARY 28, 2006
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited 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 Rule 10-01 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 of Millenia Hope Inc. as of November
30, 2005, and the periods then ended on Form 10KSB 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Earnings (Loss) Per Share
The Company follows Statement of Financial Accounting Standards ("SFAS") 128,
"Earnings Per Share." Basic earnings (loss) per common share ("EPS")
calculations are determined by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the year. Diluted
earnings per common share calculations are determined by dividing net income
(loss) by the weighted average number of common shares and dilutive common share
equivalents outstanding. During the periods presented common stock equivalents
were not considered, as their effect would be anti-dilutive.
Note 3. 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 $ 1,072,393
for the three months ended February 28, 2006 as well as reporting net losses of
$19,626,140 from inception (December 24, 1997). As reported on the statement of
cash flows, the Company had deficit cash flows from operating activities of
$159,630 for the three months ended February 28, 2006 and has reported deficit
cash flows from operating activities of $ 4,077,118 from inception (December 24,
1997). To date, these
losses and cash flow deficiencies have been financed principally through the
sale of common stock $2,317,162 and short-term debt $1,367,406 which is
principally 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 distribute the product MMH MALAREX(TM)/MMH 18.
Management anticipates generating revenue through the sales of MMH
MALAREX(TM)/MMH 18 during this fiscal year. The directors and officers of the
company have committed to fund the operations of the organization during the
next fiscal year until the company can generate sufficient cash flow from
operations to meet current operating expenses and overhead.
Note 4 STOCKHOLDERS' EQUITY
During the period ended February 28, 2006, the Company issued 10,670,300 shares
of common stock, pursuant to Regulation S, in settlement of marketing services,
consulting services, development costs, and administration salaries valued at
$807,821. During the period ended February 28, 2006, the Company issued
1,320,000 shares of common stock, pursuant to Regulation S, for $116,160 cash
received.
Note 5 ACQUISITION
On February 14, 2006 Millenia Hope Inc.'s Canadian subsidiary, Millenia Hope
Pharmaceuticals, purchased intellectual property and research equipment from
Avance Pharma, a non-related party, for $526,270 in cash.
Note 6 SUBSEQUENT EVENTS
On March 27, 2006, the Board of Directors of Millenia Hope approved a financing
agreement for $2,000,000 with private investors. Under the terms of the
agreement the Company received $700,000, the first of three traunches of the
funding. For this financing, the Investors received secured convertible notes
totaling $2,000,000 with a 6% interest rate and a maturity date of March 2009.
Interest is payable quarterly, on the average outstanding amount to that point,
in cash or via the issuance of Millenia Hope common shares, at the discretion of
the borrower (Millenia Hope) and only in the case of a payment default at the
discretion of the lender. The notes are convertible, at the discretion of the
borrower (Millenia Hope) and only in the case of a loan provision default at the
discretion of the lenders, into shares of our common stock at the average of the
lowest three (3) trading prices of common stock during the twenty (20) trading
day period ending on trading day prior to the date of a conversion notice.
The Company also issued to private investors seven (7) year warrants to purchase
3,000,000 shares of common stock which are exercisable at an exercise price of
$0.10 and another 3,000,000 shares of our common stock which are exercisable at
an exercise price of $0.25.
The Company filed an SB-2 Registration Statement with the SEC on April 10, 2006.
The Company will receive $600,000 pursuant to the SB-2 being filed with the SEC
and $700,000 when the SB-2 is declared effective by the SEC. There are agreed
upon provisions should the filing not become effective by July 6, 2006. The
notes are secured by all of the Company's assets.
Between March 1, 2006 and April 14, 2006 the Company issued 7,170 common shares
for services with a fair market value on the contract date of $717 and 300,000
common shares for $26,000 cash.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINACIAL CONDITION AND RESULTS OF
OPERATIONS.
Special Note Regarding Forward-Looking Statements
Some of the statements under "Plan of Operations," "Business" and elsewhere in
this registration statement 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.
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.
The business objectives of Millenia are twofold. First and foremost is to
establish MALAREX/MMH(TM)18 as an accepted control agent for the treatment and
prevention of malaria throughout the world. We believe that MALAREX/MMH(TM)18 is
a highly effective anti-malarial drug, and will be made available at prices that
are competitive for a new anti-malarial agent with no parasitic resistance. The
availability and pricing of MALAREX/MMH(TM)18, and its lack of harmful side
effects we believe, will ensure its acceptability and use in the fight against
malaria. To this end, the company is involved in ongoing clinical trials of
MALAREX/MMH(TM)18, to be monitored by regional offices of the World Health
Organization (WHO) designed to get MALAREX/MMH(TM)18 global recognition as an
anti-malarial treatment. This will allow organizations, such as the Global Fund
and other international Non-Governmental Agencies (NGO), to fund the purchase of
our products on behalf of different countries.
Taking the aforementioned into account, as of April 10, 2006, Millenia Hope had
received 18 sales authorizations from West African nations, Congo (Brazzaville)
and Guinea (Conakry), Togo, Burundi, Central African Republic, Benin, Gabon,
Chad, Niger, Mali, Senegal, Democratic Republic of Congo, Guinea (Equatorial),
Cameroon, Ghana, Sierra Leone, Mauritania and Burkina Faso, and one from the
Caribbean nation of the Dominican Republic. These authorizations mean that we
have the right currently, without doing any further testing or receiving any
further approval, to sell MALAREX/MMH(TM)18 to any individual, group, company or
NGO or Governmental Agency in those countries. We are also awaiting sales
authorizations from several other African nations. In fact, as of September 2005
Millenia had 2 MALAREX/MMH(TM)18 sales, one in Guinea Conakry and one in Mali.
We are actively working with other groups and individuals to conclude further
sales of MALAREX/MMH(TM)18. The only cost to concluding future sales is the
normal day to day operating costs of our business. Based on management's best
estimates, Millenia hopes to sell in excess of 200,000 treatments of
MALAREX/MMH(TM)18, in at least 2 major markets (or $1.5 - 2 million US), during
fiscal 2006.
Millenia has adopted an extremely conservative sales forecast. In the face of
anti-malarial drug resistance, the need for effective treatments will continue
to intensify. Millenia has commenced building a network of local distributors
capable of supplying MALAREX/MMH(TM)18 and expects that the demand for
MALAREX/MMH(TM)18 should increase commensurately.
It is estimated the demand for MALAREX/MMH(TM)18 will increase as it becomes one
of the accepted choices in the fight against malaria. Millenia has chosen to
remain conservative and has established a goal of capturing 1 1/2% - 2% ($150 -
$200 million) of the marketplace in five years, from the commencement of its
initial sales. According to the company's internal estimates, based upon it's
knowledge of the industry, attaining this sales level will ensure the viability
and profitability of the Company for its shareholders. No assurance can be given
that the Company will meet its sales goals.
Secondly, Millenia is committed to ongoing research and development, to expand
the efficacy of MALAREX/MMH(TM)18 and its derivatives and other acquired or to
be acquired products, in fighting infectious diseases. Based on discoveries in
the development program, the Company has submitted a global patent covering a
profile of the active ingredients and the additional clinical properties of the
product, namely anti-parasite, anti-viral and antibacterial activities. A second
US patent application was filed in 2005 covering the treatment and prevention of
multi-drug resistant strains of malaria utilizing Millenia Hope's products. As
the company has not yet made any significant sales of its product, it is
difficult for management to evaluate the growth curve of product sales. However,
given the market size and the recognized need, by the world's premier
anti-malaria organizations (WHO, etc.) for new, viable and effective drugs, the
Company believes that it will not have a problem generating sales, thereby
creating positive cash flow, once it has attained its first large volume sales
of the product.
Millenia continues to have regular commercial access to Voacamine processed by
producers in Southern Brazil and does not foresee any supply shortages in the
near future. Even though Millenia does not have exclusive access to Voacamine,
there is no problem in acquiring Voacamine commercially from producers in the
region to satisfy its needs.
Millenia utilizes the services of Ropack, an FDA approved, HACCP, cGMP and ISO
9002 certified corporation, to perform quality control and encapsulating of
MALAREX/MMH(TM)18, conforming to the lighest level of U.S. and Canadian
manufacturing standards.
Millenia is also pursuing its patent application (pending) for inhibitors of HIV
Rnase H. No Rnase H inhibitors have ever advanced to clinical trials. Successful
development of a drug that targets HIV Rnase H will play an important role in
the treatment of HIV/AIDS patients who have become resistant to current therapy.
The revenue of a first in class, orally bio-available drug that targets HIV
Rnase H is estimated at US $350-$500 million, per year. The current market for
HIV drugs is about US$ 6 billion estimated to reach US$ 10 billion by 2010.
Professor Michael A. Parniak (University of Pittsburgh School of Medicine)
presented some of our results at the 12th conference on Retroviruses and
Opportunistic Infections in Boston, Massachusetts (February 2005).
Millenia has incorporated a wholly owned Canadian subsidiary, Millenia Hope
Pharmaceuticals Ltd. Millenia Pharmaceuticals will handle all marketing,
distributing and sales of MALAREX/MMH(TM)18. As well, Millenia Pharmaceuticals
is investigating the ramifications and potentialities of building a research and
production laboratory, to be located in the greater Montreal region, within the
next 24 months.
On February 14, 2006 Millenia Hope Inc.'s Canadian subsidiary, Millenia Hope
Pharmaceuticals (which will now use the commercial name - Millenia Hope
Biopharma or MH-B), purchased intellectual property and research equipment from
Avance Pharma, an unrelated company, for $526,270 (based on the Cdn exchange
rate at that time).
MH-B is one of the world's leading bio-research firms in Phytomic Technology,
the commercialization of plant cell cultures. MH-B (formerly Avance Pharma -
www.avancepharma.com) has spent over $30 million in creating its unique
technology, including the world's largest collection of highly purified
phyto-chemical fractions to be utilized in the pharmaceutical,
cosmetic and nutraceutical industry and is commencing the initial
commercialization of several projects, with leading multi-national corporations,
in the cosmetic, pharmaceutical and nutraceutical industries.
On May 13, 2004, Millenia incorporated Millenia Hope Pharmaceutical (UK)
Limited, a British company currently inactive, to be its European presence. As
well, Millenia incorporated, on September 17, 2004, Millenia Hope Pharmaceutical
((HK) Limited, a Hong Kong company currently inactive, to be its Asian presence.
Millenia Hope announced the dismissal of its then President, Dr. Margaret
Bywater, effective September 1, 2005, due to differences of opinion in the
strategic direction of the Company. The Board named Dr. Bahige Baroudy its new
President and Chief Scientific Officer replacing Dr. Bywater, on February 22,
2006. Also, the resignations of Ms. Carole Robert, Vice President of Government
Affairs and Sales Development and Mr. Thomas Bourne, Corporate Secretary, for
personal reasons were accepted by the Board on February 22, 2006. The work of
the aforesaid 2 officers has been allocated to other officers and the Board has
not named any replacements for either Officer. At the same February 22, 2006
Borad meeting Dr. Meir Sacks was dismissed from his post as Chief of
Pharmacology and was replaced by Dr.Baroudy, Millenia's new President and Chief
Scientific Officer. All of the aforesaid was as per our 8-K filing.
On September 29, 2005 Millenia announced that it had forged a relationship with
Dr. Hagai Ginsburg, a world-renowned malaria expert. Dr. Ginsburg has joined
Millenia as a scientific advisor and consultant, to assist us in our
anti-malarial efforts.
On March 27, 2006 the Board of Directors of Millenia Hope approved a financing
agreement for $2,000,000 with private investors. Under the terms of the
agreement we have already received $700,000, the first of three traunches of the
funding. For this financing, the Investors received secured convertible notes
totaling $2,000,000 with a 6% interest rate and a maturity date of March 2009.
Interest is payable quarterly, on the average outstanding amount to that point,
in cash or via the issuance of Millenia Hope common shares, at the discretion of
the borrower (Millenia Hope) and only in the case of a payment default at the
discretion of the lender. The notes are convertible, at the discretion of the
borrower (Millenia Hope) and only in the case of a loan provision default at the
discretion of the lenders, into shares of our common stock at the average of the
lowest three (3) trading prices for our shares of common stock during the twenty
(20) trading day period ending on trading day prior to the date a conversion
notice is sent to us.
We also issued to private investors seven (7) year warrants to purchase
3,000,000 shares of our common stock which are exercisable at an exercise price
or $0.10 and another 3,000,000 shares of our common stock which are exercisable
at an exercise price of $0.25.
We filed an SB-2 Registration Statement with the SEC on April 10, 2006. We will
receive $600,000 pursuant to the SB-2 being filed with the SEC and the final sum
of $700,000 when the SB-2 is declared effective by the SEC. There are agreed
upon provisions should the filing not become effective by July 6, 2006. The
notes are secured by all of our assets.
Three months ended February 28, 2006 compared to February 28, 2005.
In 2006 our subsidiary MH-B had revenue of $81,460, an initial payment for work
for a multi-national cosmetic firm. We had no income in 2005.
In 2005 we had $1,949,805 of operating expenses vs. $1,167,353 in 2006, broken
down as follows:
Comparative figures 3 months ended February 28, 2006 and 2005
2005
Stock Non-Stock
Compensation Expense Total
------------ ------- -----
Admin salaries -- $ 36,595 $ 36,595
Consulting $ 105,649 $ 23,182 $ 128,831
Development $ 66,666 $ 4,104 $ 70,770
Marketing $ 603,439 $ 5,372 $ 608,811
Patent Rights $ 850,000 $ 125,000 $ 975,000
Other S, G and A $ 5,500 $ 124,298 $ 129,798
---------- ---------- ----------
$1,631,254 $ 318,551 $1,949,805
========== ========== ==========
2006
Stock Non-Stock
Compensation Expense Total
------------ ------- -----
Admin salaries $ 96,000 $ 7,880 $ 103,880
Consulting $ 232,070 $ 3,940 $ 236,010
Development $ 580,181 $ 44,124 $ 624,305
Marketing $ 143,282 -- $ 143,282
Other S, G and A -- $ 59,876 $ 59,876
---------- ---------- ----------
$1,051,533 $ 115,820 $1,167,353
========== ========== ==========
In 2005, we paid our principal officers $36,595 in salaries and had salaries of
$103,880 in 2006. Higher salaries were paid in 2006 reflecting a healthier cash
flow and a much heavier work load.
We had consulting fees of $128,831 in 2005 and $236,010 in 2006. The higher
expense in 2006 was a result of stock compensation paid to a business consultant
for their role in our acquiring the intellectual property and research equipment
from Avance Pharma.
We had marketing expenses of $143,282 in year 2006 and $608,811 in 2005. Our
decreased expenses are due to a greater effort on promoting MMH MALAREX(TM)/ MMH
18(TM), preparatory to receiving our first large commercial sales order in 2005.
This entailed enlisting entities that had entree into governmental departments
and already established distribution networks. In the first quarter of 2006 we
concentrated our effort on the purchase of the Avance Pharma assets and their
future utilization to add value to Millenia Hope Inc.
We incurred development costs of $624,305 during the 2006 period as compared to
$70,770 for 2005. 2005 represented costs for several MALAREX MMH 18(TM) trials,
in the Republic of Central Africa (RCA), and preliminary costs for planned
tests. 2006 represented the expensing of deferred stock compensation of $390,000
from 2005 work and $175,000 for newly started projects in HIV/AIDS and our Hope
Village project, and other misc. development costs.
General and administrative expenses were $59,876 for 2006. This represented a
decrease of $69,917 from $129,793 in 2005. This decrease was attributable to the
fact that in 2005 we included product costs of $67,000 in our S,G and A section
which subsequently became our inventory at the end of May 2005. Any product
related costs in 2006 were included as part of development costs.
In 2005 we purchased three patent rights for $125,000 in cash and five million
shares of common stock valued at $450,000 and five million options valued at
$400,000 (said purchase was invalidated and rescinded, subsequently, on August
2005). No such transaction occured in 2006. The entire amount, $975,000 was
recorded as purchased R&D.
As a result of the foregoing we incurred an operating loss of $1,936,305 for the
quarter ended February 28 2005, compared to a loss of $1,072,393 for the quarter
ended February 28, 2006.
Liquidity and Capital Resources
At February 28, 2006 the Company had negative working capital of $443,727.
Additional capital and/or borrowings will be necessary. Management anticipates
generating revenue through the sales of Malarex/MMH(TM) 18 during this fiscal
year. The officers and directors of the Company have indicated their commitment
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. Management anticipates its consolidated net
cash needs at $2,500,000 for the fiscal year ending November 30, 2006.
Item 3. CONTROLS AND PROCEDURES
QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.
As of the close of the period covered by this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
"disclosure controls and procedures" (Disclosure Controls) and its "internal
controls and procedures for financial reporting" (Internal Controls). This
evaluation (the Controls Evaluation) was done under the supervision and with the
participation of management, including our Chief Executive Officer (CEO). Rules
adopted by the SEC require that in this section of the Quarterly Report we
present the conclusion of the CEO about the effectiveness of our Disclosure
Controls and Internal Controls based on and as of the date of the Controls
Evaluation. Based upon that evaluation, the Chief Executive Officer and its
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company requires to be included in this Quarterly Report on form
10-QSB. There have been no changes in the Company's internal controls or in
other factors which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.
CEO and CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this Quarterly Report
there are two separate Forms of "Certification" of the CEO and CFO. The first
form of Certification is required in accord with section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the
Quarterly report which you are currently reading is the information concerning
the Controls Evaluation referred to in the Section 302 Certificate and this
information should be read in conjunction with the Section 302 Certification for
a more complete understanding of the topics presented.
DISCLOSURE CONTROLS AND INTERNAL CONTROLS
Disclosure Controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports foiled under
the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly
Report is recorded, processed, summarized and reported within the time period
specified.
Part II other information
Item 2: Sales of Unregistered securities
Date of Title of Number Consideration Exemption from
Sale Security Sold Received Registration claimed
12/08/2005 common shares 5,740,000 $459,200 Regulation S
in settlement of services
01/17/2006 common shares 4,230,300 $296,121 Regulation S
in settlement of services
01/17/2006 common shares 520,000 $ 45,760 Regulation S
01/30/2006 common shares 700,000 $ 52,500 Regulation S
in settlement of services
01/30/2006 common shares 800,000 $ 70,400 Regulation S
((b) Reports on Form 8-K
Election of Directors, Appointment / Dismissal of Principal Officers
Entry into Definitive Material Agreement
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 April 12, 2006 By: /s/ Leonard Stella
CEO