SB-2

As filed with the Securities and Exchange Commission on
September 6, 2006
REGISTRATION NO.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

MILLENIA HOPE PHARMACEUTICALS INC.
(Also known under the trade name of MILLENIA HOPE BIO-PHARMA)
A subsidiary of a Public Company MILLENIA HOPE INC. (OTCBB: MLHP)
(Name of Small Business Issuer in its Charter)

, Ontario, Canada	2834	87832 8525 RP 0001
		(Canadian Business Number)
(State or other jurisdiction Of incorporation or organization)	(Industry Canada Classification Code Number)	(Employer Identification No.)

500 CARTIER BOULEVARD WEST, 4^TH FLOOR
Laval, Quebec, Canada H7V 5B7
(514) 288-8822
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

LEONARD STELLA
CEO AND DIRECTOR
MILLENIA HOPE PHARMACEUTICAL INC.
500 CARTIER BOULEVARD WEST, 4^TH FLOOR
LAVAL, QUEBEC, CANADA H7V 5B7
(514) 288-8822

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of communications to:

RICHARD I. ANSLOW, ESQ.
ANSLOW & JACLIN, LLP
195 ROUTE 9 SOUTH, SUITE 204
MANALAPAN, NEW JERSEY 07726
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as practicable after this Registration Statement becomes effective. 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are not offering any of our shares for sale. We are registering shares for sale for our selling shareholders, including the shareholders of our parent company who will receive shares of Millenia Hope Pharmaceuticals Inc. as a dividend.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED		PROPOSED MAXIMUM OFFERING PRICE PER SHARE				PROPOSED MAXIMUM AGGREGATE OFFERING PRICE			AMOUNT OF REGISTRATION FEE
Common Stock, par value $.0001 per share (1)		9,400,000		$	0.035			$	329,000		$	38.72
Total		9,400,000		$	0.035	(1)		$	329,000		$	38.72

(1) The price of $.035 per share is being estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) under the Securities Act and is based on the most recent price for the sale of our shares of common stock.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED SEPTEMBER 6, 2006.

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TABLE OF CONTENTS
(Once finalized, this will be corrected)

	PAGE #
ABOUT US	6
RISK FACTORS	7
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	17
MANAGEMENT’S DISCUSSION AND ANALYSIS /PLAN OF OPERATION	18
BUSINESS	22
LEGAL PROCEEDINGS	40
MANAGEMENT	41
EXECUTIVE COMPENSATION	44
PRINCIPAL STOCKHOLDERS	46
SELLING STOCKHOLDERS	46
PLAN OF DISTRIBUTION	77
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	78
DESCRIPTION OF SECURITIES
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	79
TRANSFER AGENT	79
EXPERTS	79
LEGAL MATTERS	79

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FINANCIAL STATEMENTS	F-1
RECENT SALES OF UNREGISTERED SECURITIES

PROSPECTUS SUMMARY

          This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the section entitled “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. References in this prospectus to our certificate of incorporation and bylaws refer to the certificate of incorporation and bylaws as the same shall be in effect upon the completion of this offering. Unless otherwise specified or the context otherwise requires, references in this prospectus to “we,” “our” and “us” refer to Millenia Hope Bio-Pharma.

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ABOUT US

HOW WE ARE ORGANIZED AND OUR OPERATIONS

We were incorporated in Canada on January 13, 2000 under the Canada Business Corporations Act, or CBCA. Our authorized capital is unlimited and upon a unanimous decision of the Board of Directors, we limited the authorized capital to 280,000,000 common shares and 50,000,000 preferred shares, both we a par value of $.0001 per share. Millenia Hope Biopharma (MH-B) is a Montreal-based biotechnology company focused on exploiting major advancements in accessing a source of biologically active compounds, plants, to discover, develop and produce new products for human health and well being. We commenced our commercial activity on February 14, 2006. We are a majority owned subsidiary of Millenia Hope, Inc. , a 1934 Exchange Act company quoted on the OTC Bulletin Board under the symbol “MLHP.”

We have developed patented proprietary enabling Phytomics Technologies that allow access to the potential of the plant kingdom’s untapped diversity of chemicals, found therein. To exploit its unique chemical capabilities, we have developed a distinctive Plant Product Discovery Platform combining today’s biological target-based discovery processes and Phytomics to efficiently discover novel products for the health industry.

With the scarcity of structurally diverse small molecules being explicitly linked to the health industry’s dearth of new product approvals, MH-B’s ability to continuously generate a large number of structurally diverse and biologically active phytomolecules addresses one of the major causes of the industry’s current malaise.

MH-B is leveraging its Phytomics and Plant Product Discovery Platforms to build a high-value proprietary and partnered pipeline of important plant-derived products for the pharmaceutical, cosmetic and nutraceutical industries and to develop proprietary Phytomics-based bioprocesses for the industrial scale production of complex phytoproducts of commercial relevance. To date, and since its commercialization, we have had only insignificant sales.

Summary Financial Data

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus.

	For the six months ended May 31, 2006				For the year ended November 30, 2005				For the year ended November 30, 2004
	(unaudited)
STATEMENT OF OPERATIONS
Revenues		$	231,785			$	0			$	0
Salaries		$	165,902			$	0			$	0
Research and Development		$	55,080			$	0			$	0
General and Administrative Expenses		$	317,855			$	298			$	122
Net (Loss)		$	(319,495	)		$	(298	)		$	(122	)
Net (Loss) per share		$	(0. 00	)		$	(0.00	)		$	(0.00	)
BALANCE SHEET DATA
Cash		$	3			$	0			$	0
Consumption taxes and Accounts Receivable		$	68,055			$	0			$	0
Total Current Assets		$	68,058			$	0			$	0
Property & Equipment		$	499,957			$	0.			$	0
Total Assets		$	568,015			$	0			$	0
Accounts payable and accrued liabilities		$	41,514
Advance from Shareholder		$	12,443			$	0			$	0
Total Liabilities		$	53,957			$	0			$	0
Stockholders’Equity		$	514,058			$	0			$	0

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WHERE YOU CAN FIND US

Our corporate offices are located at 500, Cartier boulevard West, 4^th Floor, Laval, Quebec, Canada H7V 5B7. Our telephone number is (514) 288-8822 and our facsimile number is (514) 935-9758.

OFFERING

We are not offering any securities for sale. All shares are being registered for our selling shareholders.

RISK FACTORS

An investment in our common stock involves a substantial risk of loss. You should consider carefully the following risks and other information contained in this prospectus before you decide whether to purchase our common stock. If any of these risks should actually occur, our business, results of operations and financial condition could suffer significantly. As a result, the market price of our common stock could decline, and you may lose all or part of your investment. You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing.

WE EXPECT TO INCUR LOSSES FOR THE FORESEEABLE FUTURE AND MAY NEVER BECOME PROFITABLE

We currently estimate that we will require between $1.5 million and $2.0 million in operating capital over the next twelve months before any planned capital expenditures. If additional funds have to be raised through the issuance of equity securities, the percentage ownership of our current shareholders will be reduced and such equity securities may have rights, preferences, and privileges senior to those of the holders of our common stock.

Although we believe our existing capital resources, interest income derived therefrom, revenues from commercial activities, debt financing and reimbursable research tax credits should be sufficient to fund its anticipated level of operations through November 2008, there can be no assurance that our business or operations will not change in a manner that would consume available resources more rapidly than anticipated. Our capital requirements depend on numerous factors, including:

• Changes in our existing collaborative relationships;

• The need to increase research and development spending as a result of projects advancing at a faster pace and/or the discovery of a greater than anticipated number of compounds of therapeutic, cosmetic and/or nutraceutical interest or to be on the same plane as our competitors;

• The cost of filing, prosecuting, maintaining, defending and enforcing patent claims and other intellectual property rights; and

• The purchase of additional capital equipment necessary to ensure that its operations keep up with the pace of development.

We anticipate that we will be required to raise additional capital over a period of years in order to continue to expand our operations and to improve our technologies. However, there can be no assurance that additional capital will be available on terms favorable to us or our shareholders, if at all. Moreover, our cash requirements may vary materially due to production yield problems, research and development results, product testing results, changing relationships with our corporate partners, changes in the focus and direction of our research and development programs, competitive and technological advances, litigation and other factors. If adequate funds are not available, we may be required to curtail operations significantly or to obtain funds through entering into collaboration agreements on unattractive terms that may require us to relinquish certain technology or product rights, including patent and other intellectual property rights. Our inability to raise capital would have a material adverse effect on our business, financial condition, and results of operations.

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We expect to incur substantial costs for the foreseeable future, as a result of increasing expenditures in our research and development budget, including costs associated with conducting preclinical testing and clinical trials, and regulatory compliance activities.

Our chances for achieving profitability will depend on numerous factors, including success in:

- developing and testing product candidates;

- achieving milestones under our collaboration agreements;

- receiving regulatory approvals

- commercializing our product and/or process; agreements;

- establishing our competitive position;

Many of these factors will depend on circumstances beyond our control. We cannot assure you that we will ever become profitable.

Based upon current plans, we expect to incur operating losses in the immediate short-term future as we prepare for the full implementation of our business plan. We cannot guarantee that we will be successful in generating sufficient revenues in the future to offset or exceed additional costs to implement our full business plan. Failure to generate sufficient revenues will seriously impair our ability to continue operations.

THE COMPANY IS AT AN EARLY STAGE OF DEVELOPMENT AND HAS NOT BEEN PROFITABLE FOR ANY SERIOUS LENGTH OF TIME

We are -at an early stage of development and have not yet shown that we have the ability to be profitable for any substantial period of time from its inception. Our planned expansion of our operations will result in significant expenses over the next few years that may not be offset completely by revenues. We expect that a majority of our revenues for the short and medium term will be dependent upon our ability to advance both our partnered and internal product discovery and production programs. To date, the majority of funding received by us has been from equity financings of our parent company. We will need to generate significant revenues to achieve sustained profitability. Due to our limited operating history, it is difficult to predict when, if ever, we will be substantially profitable. If our revenues don’t materialize or if our operating expenses exceed our expectations and revenue streams, our business will be adversely affected.

THE COMPANY’S TECHNOLOGIES ARE NEW AND HAVE NOT RESULTED IN ANY SUCCESSFUL COMMERCIAL PRODUCTS

Our technologies are novel and represent a new approach to the discovery of plant-derived products of commercial relevance. There can be no assurance that our technologies will enable us to discover and develop commercially viable therapeutic, cosmetic and/or nutraceutical products. Further, even if our technologies enable us to discover therapeutic, cosmetic and/or nutraceutical products, the time necessary to develop and achieve market success for any individual product may be long and uncertain. Therapeutic, cosmetic and/or nutraceutical products that appear to be promising at early stages of development may not reach the market for a number of reasons. Such products may: (i) be found to be ineffective or cause harmful side effects during laboratory or human testing; (ii) fail to receive necessary regulatory approval; (iii) be difficult to manufacture on a large scale; (iv) be uneconomical; (v) fail to achieve market acceptance; or (vi) be precluded from commercialization by proprietary rights of third parties. If we do not discover and develop commercially successful therapeutic, cosmetic and/or nutraceutical products, our business will be highly adversely affected

IF WE ARE UNABLE TO DEVELOP AND SUCCESSFULLY COMMERCIALIZE OUR PRODUCTS, WE MAY NEVER ACHIEVE PROFITABILITY

We have just started commercializing our phytomics process and generated our first revenues from the sale of our technology. We expect that we must incur significant additional research and development expenses before we will be able commercializing one or more of our candidate products, we may never generate sufficient or sustainable revenue to enable us to be profitable.

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We intend to enter into strategic relationships with other companies to apply our technology, fund development, commercialize future products and assist in obtaining regulatory approvals. There can be no assurance that we will find any willing partners, not that any of our present or future corporate partners will perform their obligations as expected or devote sufficient resources to the development, testing or marketing of our potential products developed under such arrangements. Any parallel development of alternative technologies or products, preclusion of us from entering into competitive arrangements, failure to obtain timely regulatory approvals, premature termination of an agreement, or failure by a strategic partner to devote sufficient resources to the development and commercialization of our products could have a material adverse effect on our business, financial condition and results of operations.

Our primary strategy for the development, regulatory approval, production and commercialization of certain of our products is to enter into collaborations with various corporate partners, licensors, licensees and others. There can be no assurance that we will be able to negotiate these collaborative arrangements in the future on acceptable terms, if at all, or that such collaborative arrangements will be beneficial to us. To the extent that we are not able to establish such arrangements, we would face increased capital requirements to undertake such activities at our own expense and might encounter significant delays in introducing our products into certain markets or find that the development, manufacture or sale of our products in such markets is adversely affected.

IF WE CANNOT ENTER INTO LICENSING ARRANGEMENTS, OUR ABILITY TO DEVELOP A DIVERSE PRODUCT PORTFOLIO COULD BE LIMITED

A component of our business strategy is in-licensing drug compounds developed by other pharmaceutical and biotechnology companies or academic research laboratories that may be marketed and developed or improved upon using our novel technologies. Competition for promising compounds can be intense and currently we have not entered into any arrangement to license any drugs from other companies. If we are not able to identify licensing opportunities or enter into licensing arrangements on acceptable terms, we will be unable to develop a diverse portfolio of products.

The full implementation of our strategy includes the dependence on the activities of others, over which we have no control.

An important element of our business strategy involves collaborations and licensing agreements with partners, principally pharmaceutical, cosmetic, nutraceutical and biotechnology companies and government institutions. There can be no assurance that we will be able to establish additional collaborative or licensing agreements with other parties, or that any such agreements or licenses will be on terms favorable to us, or once entered into, will be successful. Any failure to maintain existing collaborations or to enter into additional collaborative agreements on favorable terms would adversely affect our business.

There can be no assurance that current or future collaborative partners will not pursue alternative technologies or develop alternative products either on their own or in collaboration with others, including our competitors.

We also intend to engage third party research, development and service organizations to carry out a variety of tasks. There can be no assurance that such third party organizations will perform their tasks satisfactorily. The failure to perform such tasks satisfactorily could delay or prevent the development of our technologies and products and could adversely affect our business.

LACK OF A BROAD BASE OF CUSTOMERS

We have concluded two agreements. One with cosmetic company, France based l’Oréal and the other, a large French Biopharma, Pierre Fabre. Our failure to gain additional customers would have a material adverse effect on our business and financial condition and produce a negative result in our operations.

THE COMPANY’S LACK OF PRODUCTION EXPERIENCE AND CAPACITY COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS

The production of plant-derived products for human consumption at commercial scale requires significant expertise and capital investment. We have practically no experience in manufacturing pharmaceutical, cosmetic and nutraceutical products and have a very limited manufacturing capacity. As a result, we will have to develop industrial scale production facilities and/or may have to rely on third party contract manufacturers to supply product. There is no assurance that we will be successful in our own efforts in finding suitable outside contractors. Also, production of our products may require raw materials for which the sources and amount of supply are limited and, therefore, an inability to obtain adequate supplies of such raw materials, or other manufacturing problems, could significantly delay the development of our products.

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OUR EXECUTIVE OFFICERS AND OTHER KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS AND OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO RETAIN THEM.

We are highly dependent on the principal members of our scientific and management teams, including Leonard Stella, our chief executive officer, Jean Archambault, our president, and Bahige Baroudy, our chief scientific officer. In order to pursue our product development, marketing and commercialization plans, we will need to hire additional personnel with experience in clinical testing, government regulation, manufacturing, marketing and business development. We may not be able to attract and retain personnel on acceptable terms given the intense competition for such personnel among biotechnology, pharmaceutical and healthcare companies, universities and non-profit research institutions. We are not aware of any present intention of any of our key personnel to leave our company or to retire. However, although we have employment agreements with our executive officers, these employees may terminate their services upon 90 days’ advance notice. There is intense competition for qualified personnel and the loss of any of our key personnel, or the inability to attract and retain qualified personnel, may significantly delay or prevent the achievement of our research, development or business objectives and could materially adversely affect our business, financial condition and results of operations.

We will need to develop further expertise and add skilled employees or retain consultants in such areas as research and development, clinical testing, government approvals, manufacturing and marketing in the future. There can be no assurance that we will be able to attract and retain the qualified personnel or develop the expertise needed in these areas. We currently have a small research and development and management group with limited operating experience. The loss of the services of one or more members of the research and development or management group or the inability to hire additional personnel and develop expertise as needed would have a material adverse effect on our business, financial condition and results of operations and relationships with our corporate partners.

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE. IF ADDITIONAL CAPITAL IS NOT AVAILABLE, WE MAY BE FORCED TO DELAY OR CURTAIL THE DEVELOPMENT OF OUR PRODUCT CANDIDATES

We anticipate that our existing capital resources will enable us to maintain our current operations for at least the next 24 months. Our requirements for additional capital may be substantial and will depend on many other factors, including:

• successful commercialization of our phytomics process;

• payments received under present or future collaborative partner agreements;

• continued progress of research and development of our cell culture library;

• costs associated with protecting our intellectual property rights;

• development of marketing and sales capabilities; and

• market acceptance of our products.

We have no significant committed sources of additional capital. To the extent that our capital resources turn out to be insufficient to meet future capital requirements, we will have to raise additional funds to continue the development of our product candidates. We cannot assure you that funds will be available on favorable terms, if at all. To the extent we raise additional capital through the sale of securities, the issuance of those securities could result in dilution to our stockholders. In addition, if we obtain debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities. If adequate funds are not available, we may be required to curtail significantly our development and commercialization activities.

WE COULD BE FORCED TO PAY SUBSTANTIAL DAMAGE AWARDS IF LIABILITY CLAIMS THAT MAY BE BROUGHT AGAINST US ARE SUCCESSFUL

The use of any of our phytomics process, and the sale of any approved technology, may expose us to liability claims and financial losses resulting from the use or sale of our products. We are in the process of obtaining liability insurance coverage for our technology, which we believe will be adequate to cover our present activities. However, such insurance may not be adequate to cover all potential claims made against us. In addition, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts or scope to protect us against potential claims.

We face an inherent risk of exposure to product liability claims alleging that the use of our technology or products resulted in adverse effects. Our business exposes us to potential product liability risks that are inherent in the testing, production, marketing and sale of pharmaceutical, cosmetic and nutraceutical intermediates and final products. The use of products in human testing and the subsequent sale of these products by us and/or current or our future collaborators may cause usto bear all or a portion of the product liability risks. There can be no assurance that we will be able to avoid significant product liability exposure. There can be no assurance that we will be able to obtain or maintain adequate product liability insurance on acceptable terms, if at all, or that

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such insurance will provide adequate coverage against potential liabilities. The failure to obtain adequate product liability insurance could adversely affect our business.

IF WE FAIL TO ESTABLISH MARKETING, SALES AND DISTRIBUTION CAPABILITIES, OR FAIL TO ENTER INTO ARRANGEMENTS WITH THIRD PARTIES, WE WILL NOT BE ABLE TO COMMERCIALIZE OUR TECHNOLOGY

We have entered into two minor contracts, being our only sales. We do not have adequate marketing or distribution capabilities. In order to commercialize our technology, we must either acquire or develop an internal marketing and sales force with technical expertise and with supporting distribution capabilities or make arrangements with third parties to perform these services for us. In order to market any of our technology, we must either acquire or develop a sales and distribution infrastructure. The acquisition or development of a sales and distribution infrastructure would require substantial resources, which may divert the attention of our management and key personnel, and defer our product development efforts. To the extent that we enter into marketing and sales arrangements with other companies, our revenues will depend on the efforts of others. These efforts may not be successful. If we fail to develop substantial sales, marketing and distribution channels, or enter into arrangements with third parties, we will experience delays in product sales and incur increased costs.

RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH

To date, we have been engaged almost exclusively in research and development activities. We are in the process of transitioning toward becoming a full-scale commercial producer of our products. These changes in our business have placed and will continue to place significant demands on our management, working capital and financial and management control systems. Failure to upgrade our operating, management and financial control systems or difficulties encountered during such upgrades could adversely affect our business, financial condition and results of operations. Although we believe that our systems and controls are adequate to address our current needs, there can be no assurance that such systems will be adequate to address future expansion of our business. Our results of operations will be adversely affected if revenues do not increase sufficiently to compensate for the increase in operating expenses resulting from any expansion and there can be no assurance that any expansion will be profitable or that it will not adversely affect our results of operations. In addition, the success of any future expansion plans will depend in part upon our ability to continue to improve and expand our management and financial control systems, to attract, retain and motivate key personnel, and to raise additional required capital. There can be no assurance that we will be successful in these efforts.

RISKS RELATED TO THE INDUSTRY

ANY INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY COULD HARM OUR COMPETITIVE POSITION

Our success will depend in part on our ability to obtain patents and maintain adequate protection of other intellectual property for our technologies and products in the U.S., Canada and other countries. If we do not adequately protect our intellectual property, competitors may be able to use our technologies and erode or negate our competitive advantage. Further, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the U.S. and Canada, and we may encounter significant problems in protecting our proprietary rights in these foreign countries.

The patent positions of pharmaceutical and biotechnology companies, including our patent positions, involve complex legal and factual questions and, therefore, validity and enforceability cannot be predicted with certainty. Patents may be challenged, deemed unenforceable, invalidated or circumvented. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that we cover our proprietary technologies with valid and enforceable patents or we effectively maintain such proprietary technologies as trade secrets. We will apply for patents covering both our technologies and product candidates, as we deem appropriate. However, we may fail to apply for patents on important technologies or products in a timely fashion, or at all,

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and in any event, the applications we do file may be challenged and may not result in issued patents. Any future patents we obtain may not be sufficiently broad to prevent others from utilizing our technologies and from developing competing products. Furthermore, others may independently develop similar or alternative technologies or design around our patented technologies. In addition, if challenged, our patents may be declared invalid. Even if valid, our patents may fail to provide us with any competitive advantages.

We rely upon trade secrets protection for our confidential and proprietary information. We have taken measures to protect our proprietary information; however, these measures may not provide adequate protection. We seek to protect our proprietary information by entering into confidentiality agreements with employees, collaborators and consultants. Nevertheless, employees, collaborators or consultants may still disclose our proprietary information, and we may not be able to meaningfully protect our trade secrets. In addition, others may independently develop substantially equivalent proprietary information or techniques or otherwise gain access to our trade secrets.

The patent positions of pharmaceutical, biopharmaceutical and biotechnology companies, including our Company, are generally uncertain and involve complex legal and factual questions. There can be no assurance that any of the Company’s pending patent applications will result in issued patents, that the Company will develop additional proprietary technologies that are patentable, that any patents issued to the Company or its corporate partners will provide a basis for commercially viable products or will provide the Company with any competitive advantages or will not be challenged by third parties, or that the patents of others will not have a material adverse effect on the ability of the Company to do business. In addition, patent law relating to the scope of claims in the technology fields in which the Company operates is still evolving. The degree of future protection for the Company’s proprietary rights, therefore, is uncertain. Furthermore, there can be no assurance that others will not independently develop similar or alternative technologies, duplicate any of the Company’s technologies, or, if patents are issued to the Company, design around the patented technologies developed by the Company. In addition, the Company could incur substantial costs in litigation if it is required to defend itself in patent suits brought by third parties or if it initiates such suits.

The Company’s future prospects also depend in part on the Company neither infringing patents or proprietary rights of third parties nor breaching any licenses that may relate to the Company’s technologies and products. There can be no assurance that the Company will not infringe the patents, licenses or other proprietary rights of third parties. In addition, the Company may in the future receive notices claiming infringement from third parties as well as invitations to take licenses under third party patents. Any legal action against the Company or its collaborative partners claiming damages and seeking to enjoin commercial activities relating to the affected products and processes could, in addition to subjecting the Company to potential liability for damages, require the Company or its corporate partners to obtain a license in order to continue to manufacture or market the affected products and processes. There can be no assurance that the Company or its corporate partners would prevail in any such action or that any license (including licenses proposed by third parties) required under any such patent would be made available on commercially acceptable terms, if at all. There may be a significant number of United States and foreign patents and patent applications in the Company’s area of interest, and the Company believes that there may be significant litigation in the industry regarding patent and other intellectual property rights. If the Company becomes involved in such litigation, it could consume a substantial portion of the Company’s managerial and financial resources, which could have a material adverse effect on the Company’s business, financial condition, results of operations and relationships with its corporate partners.

While the disclosure and use of the Company’s proprietary technology, know-how and trade secrets are generally controlled under agreements with the parties involved, there can be no assurance that all confidentiality agreements will be honored, that others will not independently develop similar or superior technology, that disputes will not arise concerning the ownership of intellectual property, or that dissemination of the Company’s proprietary technology, know-how and trade secrets will not occur.

THE COMPANY’S BUSINESS WOULD BE ADVERSELY AFFECTED IF IT WERE NOT ABLE TO MAINTAIN A STRONG INTELLECTUAL PROPERTY POSITION

The Company currently holds one issued U.S. patent (patent number 6,069,009) with foreign counterparts covering an original method for increasing the growth of plant cell cultures.

While the Company’s practice is to file, where prudent, patent applications with respect to technology, inventions and improvements that are important to its business, the Company primarily relies upon trade secrets, unpatented know-how and continuing technological innovation to develop and maintain the competitive position of its Phytomics Technologies and Plant Product Discovery Platform. For example, as a result of the disclosure requirements inherent in patent applications, the Company has decided to rely on trade secrets to protect its Phytomics Technologies and Plant Product Discovery Platform. There can be no assurance that the Company can meaningfully protect its proprietary position through these means or that others will not independently develop substantially equivalent proprietary technology.

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The Company intends to continue filing international patent applications, where applicable, on products discovered through the screening of its chemically diverse library of compounds for use in particular therapeutic, cosmetic and nutraceutical areas and/or against specified molecular targets and cellular assays. There can be no assurance, however, that any United States or foreign patent application will result in an issued patent or that any such patent, if issued will adequately protect the Company’s products

The Company’s success will depend in large part on its ability to maintain trade secret protection and on its ability to obtain patents for its therapeutic, cosmetic and nutraceutical products, both in the United States and in foreign countries. The Company’s success also depends upon its ability to defend patents once obtained.

The biotechnology, pharmaceutical, cosmetic and nutraceutical industries place considerable importance on obtaining and maintaining patent and trade secret protection for new products, technologies and processes. Patent positions, however, can be highly uncertain and involve complex legal and factual issues and there can be no assurance that the Company’s future patent applications will result in the issuance of patents. There can also be no assurance: (i) that the Company will develop proprietary and patentable technologies or products; (ii) that any patents issued to the Company will provide the company with any competitive advantages or will not be challenged by third parties; (iii) that any third party patents will not hinder the Company’s ability to do business or that third parties will be unable to circumvent the Company’s patents; or (iv) that third parties will not independently develop similar or identical products.

IF WE DO NOT COMPETE SUCCESSFULLY IN THE DEVELOPMENT AND COMMERCIALIZATION OF OUR TECHNOLOGY AND KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE, WE WILL BE UNABLE TO CAPTURE AND SUSTAIN A MEANINGFUL MARKET POSITION

The biotechnology and pharmaceutical industries are highly competitive and subject to significant and rapid technological change. Many of these competitors, either alone or together with their collaborative partners, have substantially greater financial resources and larger research and development staffs than we do. In addition, many of these competitors, either alone or together with their collaborative partners, have significantly greater experience than we do in:

Developing products;

obtaining approvals of products from regulatory agencies; and

manufacturing and marketing products.

Developments by others may render our product candidates or technologies obsolete or noncompetitive. We face and will continue to face intense competition from other companies for collaborative arrangements with pharmaceutical and biotechnology companies, for establishing relationships with academic and research institutions, and for licenses of products or technology. These competitors, either alone or with their collaborative partners, may succeed in developing technologies or products that are more effective than ours.

However, the existence of technology of which MH-B is not aware, or technology that may be developed in the future, may adversely affect the technical and competitive advantages that MH-B currently believes it holds. MH-B’s competitive position will also depend on its ability to attract and retain qualified scientific and other personnel, develop effective proprietary products, successfully perform its collaboration agreements with its corporate partners, implement research and development and production plans, obtain patent protection and secure adequate capital sources.

THE COMPANY’S INDUSTRY IS EXTREMELY COMPETITIVE AND THE COMPANY MAY ULTIMATELY PROVE UNSUCCESSFUL

Many organizations are actively attempting to develop technologies that improve the effectiveness and efficiencies of the product discovery process. The Company competes with the research departments of pharmaceutical, cosmetic and nutraceutical companies, biotechnology companies, natural product-based discovery companies, chemistry companies, research and academic institutions and other therapeutic, cosmetic and/or nutraceutical product discovery and development companies.

For example, with regard to the Company’s Phytomics Technologies and Plant Product Discovery Platform, although the Company believes that it is a world leader in accessing chemical diversity from plant cell culture, several competitors have developed natural product libraries and have marketed them to pharmaceutical, cosmetic, nutraceutical and biotechnology companies. Additionally, some large pharmaceutical, cosmetic and nutraceutical companies have internal natural product-based discovery groups. Many of

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the Company’s competitors have greater financial and human resources and more research experience. As a result, they may be able to adapt more readily than the Company to technological advances or to devote greater resources than the Company to the discovery and development of therapeutic, cosmetic and/or nutraceutical products. The Company may face increased competition in the future as new companies enter the market and advanced technologies become available.

THE MANUFACTURE AND STORAGE OF PHARMACEUTICAL PRODUCTS IS SUBJECT TO ENVIRONMENTAL REGULATION AND RISK

Because of the chemical ingredients of pharmaceutical products and the nature of their manufacturing process, the pharmaceutical industry is subject to extensive environmental regulation and the risk of incurring liability for damages or the costs of remedying environmental problems. We use limited quantities of hazardous materials and chemicals as the Company carries out its activities. If we fail to comply with environmental regulations to use, discharge or dispose of hazardous materials appropriately or otherwise to comply with the conditions attached to our operating licenses, the licenses could be revoked and we could be subject to criminal sanctions and/or substantial liability or could be required to suspend or modify our operations. The risk of accidental injury or contamination from these materials cannot be completely eliminated. In the event of such an accident, the Company could be held liable for any damages that result and any such liability could exceed the resources of the Company. In addition, there can be no assurance that the Company will not be required to incur significant costs to comply with environmental laws and regulations in the future. Any of these events could adversely affect the Company’s business.

Environmental laws and regulations can require us to undertake or pay for investigation, clean-up and monitoring of environmental contamination identified at properties that we currently own or operate or that we formerly owned or operated. Further, they can require us to undertake or pay for such actions at offsite locations where we may have sent hazardous substances for disposal. These obligations are often imposed without regard to fault. In the event we are found to have violated environmental laws or regulations, our reputation will be harmed and we may incur substantial monetary liabilities. We currently have insurance coverage that we believe is adequate to cover our present activities. However, this insurance may not be available or adequate to cover any losses arising from contamination or injury resulting from our use of hazardous substances.

FAILURE OF THE COMPANY TO COMPLY WITH REGULATORY REQUIREMENTS WOULD HAVE AN ADVERSE EFFECT ON ITS BUSINESS

The manufacture and sale of plant-derived products for human consumption in Canada, the U.S. and in other jurisdictions are governed by an assortment of statutes and regulations that require: (i) approval of manufacturing facilities; (ii) controlled research and human testing of products; and (iii) government review and approval of a submission containing all relevant scientific, human testing and manufacturing data establishing the safety and efficacy of the product for each use sought. The Canadian TPD, the U.S. FDA and other regulatory authorities must confirm that human testing, as well as manufacturing, are all carried out under good laboratory, testing and manufacturing practices. The process of obtaining regulatory approvals can be expensive and time-consuming and there can be no assurance that products will be successfully developed and receive regulatory approvals. As a result, the Company cannot be certain if or when any approval will be granted for any products resulting from its technologies.

THE EFFORTS OF THE GOVERNMENT AND OTHERS TO REDUCE THE COST OF HEALTH CARE MAY HAVE AN ADVERSE EFFECT ON THE COMPANY’S COLLABORATORS AND ITS BUSINESS

The Company expects that a portion of its medium- and long-term revenues will be derived from products provided to the pharmaceutical and biotechnology industries. Accordingly, the Company’s success is directly dependent upon the success of the companies within those industries and their continued demand for the Company’s products. The levels of revenues and profitability of pharmaceutical and biotechnology companies may be affected by the continuing efforts of governmental and third party payors to contain or reduce the costs of health care, including the costs and reimbursement rates for therapeutic products, through various means. To the extent that any such means have an adverse effect on the business, financial condition and profitability of pharmaceutical and biotechnology companies, the Company’s business may also be adversely affected.

RISKS RELATED TO THIS OFFERING

FUTURE SALES OF OUR COMMON STOCK, OR THE PERCEPTION OF THESE SALES MAY OCCUR, COULD DEPRESS THE STOCK PRICE

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Sales of substantial amounts of our common stock in the public market, or the perception in the public markets that these sales may occur, could cause the market price of our common stock to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Upon completion of this offering, we will have 40,000,000 shares of our common stock outstanding. In addition to the adverse effect a price decline could have on holders of our common stock, such a decline could impede our ability to raise capital or to make acquisitions through the issuance of additional shares of our common stock or other equity securities.

THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE

Prior to this offering, there has been no public market for our common stock. We cannot predict the extent to which investor interest will lead to the development of an active and liquid trading market in our common stock. The initial public offering price for the shares will be determined by us and may not be indicative of the market price of the common stock that will prevail in the trading market. The market price of the common stock may decline below the initial public offering price. Some companies that have had volatile market prices for their securities have been subject to securities class action suits filed against them. If a suit were to be filed against us, regardless of the outcome, it could result in substantial costs and a diversion of our management’s attention and resources. This could have a material adverse effect on our business, results of operations and financial condition

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OUR ISSUANCE OF PREFERRED SHARES AND OUR ABILITY TO ISSUE ADDITIONAL PREFERRED SHARES COULD MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE AN INTEREST IN MANAGEMENT, TO THE POSSIBLE DETRIMENT OF HOLDERS OF COMMON STOCK.

We have the ability to issue and have available the ability to issue preferred shares which, if issued, could make it more difficult for a third party to acquire us, to the detriment of holders of shares of our common stock. Our Board of Directors may authorize and issue our authorized but yet unissued preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. In addition, the potential future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in our control, may discourage bids for our common stock at a premium over the market price of the common stock and may adversely affect the market price of our common stock.

OUR CHARTER PROVIDES FOR LIMITED LIABILITY FOR OUR DIRECTORS

Our articles of incorporation (by-laws) limit and indemnify against the personal liability of our directors for monetary damages for breach of fiduciary duty of care as a director, subject to certain exceptions, to the fullest extent allowed by Canadian law. Accordingly, except in limited circumstances, our directors may not be liable to us or our stockholders, for breach of this duty.

SHARES ELIGIBLE FOR PUBLIC SALE IN THE FUTURE COULD DECREASE THE PRICE OF OUR SHARES OF COMMON STOCK AND REDUCE OUR FUTURE ABILITY TO RAISE CAPITAL

Sales of substantial amounts of shares of our common stock in the public market could decrease the prevailing market price of our common stock. If this is the case, investors in our shares of common stock may be forced to sell such shares at prices below the price they paid for their shares. In addition, a decreased market price may result in potential future investors losing confidence in us and failing to provide needed funding. This will have a negative effect on our ability to raise equity capital in the future.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Currently there is no public market for our shares. After our Registration Statement is declared effective, we will apply for a public listing for the shares of our common stock. We have approximately 2000 shareholders owning 40,000,000 common shares, all of which are subject to the resale restrictions of Rule 144.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information as of  September 5, 2006, with respect to compensation plans under which our equity securities are authorized for issuance:

	(a)	(b)	(c)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation Plans approved by Security holders	None	None	None
Equity compensation Plans not approved By security holders	None	None	None
Total	None	None	None

DIVIDENDS

We have never paid a cash dividend on our common stock. It is our present policy to retain earnings, if any, to finance the development and growth of our business. Accordingly, we do not anticipate that cash dividends will be paid until our earnings and financial condition justify such dividends. There can be no assurance that we can achieve such earnings.

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MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

PLAN OF OPERATIONS

Millenia Hope Biopharma (MH-B) is the world’s leading bioresearch firms in Phytomics Technologies, commercializing plant cell-based bioprocesses for the discovery, development and production of natural and novel plant-derived products for the pharmaceutical, cosmetic and nutraceutical industries. MH-B (formerly Avance Pharma) has spent over $30 million in developing its unique Phytomics Technologies, including the world’s largest library of highly purified phytochemical fractions to be utilized by the pharmaceutical, cosmetic and nutraceutical industry. MH-B is the midst of the commercializing several projects with leading multi-national corporations.

MH-B is a global leader in Phyromics Technology and is ideally suited through it expertise, infrastructure and world-class library of purified phytochemical fractions to deliver natural products discovery and development. In May 2006, MH-B forged a relationship with Institut Armand-Frappier, INRS, a world leader in biotechnology R & D and a member of the international network of Pasteur Instiutes, a leading non-profit research organization.

The health industry at large, inclusive of pharmaceutical, biopharmaceutical, cosmetic, nutraceutical as well as food additives, is facing critical issues to ensure future development. In order to meet investor expectations and to achieve annual growth rates of 10%, a major pharmaceutical company must launch on average four New Chemical Entities (NCEs) per year, with average annual sales of US $350M. From 1996 to 2001, however, the pharmaceutical industry only launched, on average, less than one NCE per year per company and only one quarter of those new products had achieved sales of US $350M by 2001. During this period, pharmaceutical R&D spending in the US increased by approximately 40%, whereas new drug approvals declined by nearly 50%. In 2001, for example, the top sixteen pharmaceutical companies only launched a total of ten new products.

One of the reasons for this dearth of approved NCEs is that chemical diversity, or the lack thereof, has become a major obstacle for the drug discovery and development process. Natural products have traditionally been a consistent source of NCEs. In the period between 1981 and 2002, 61% of the 877 new small molecule drugs approved were either natural products or were derived from natural products, more than 50% of which came from plants.

MH-B’s highly purified natural and novel phytochemical fractions, obtained from cleaner cell culture extracts have a significant competitive advantage, over our competitors, in solving the technological challenges of plant extracts in the drug discovery environment.

MH-B’s primary business activities will focus on business development targeting the markets of cosmetic, nutraceutical and pharmaceutical industrial products. More specifically, companies in these markets are either searching for innovative new products of plant origin using modern product discovery technologies and/or struggling to produce efficiently complex plant products. However, they are experiencing serious problems in accessing and producing plant compounds, and currently facing important market gaps and significant unmet needs that MH-B can satisfy efficiently, using its unique technologies.

MH-B’s business development activities will be driven by

	1.	Needs and requests of prospective customers for plant-based discovery projects and/or production projects
	2.	Innovative product concepts identified through market intelligence
Typically these projects would be structured as follows.
	1.	The partner pays
		•	Licensing fees to access MH-B’s technologies and phytochemical library,
		•	R&D costs,
		•	Pre-negotiated milestones and royalty (at commercialization) payments.
	2.	The partner obtains
		•	Co-ownership of product IP, and
		•	Full commercialization rights with performance clauses.

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3.	MH-B’s retains
	•	Co-ownership of product IP, and
	•	Cull ownership of production technologies and IP and exclusive industrial scale production rights for complex plant products (2nd commercial activity)

In Summary, MH-B’s objectives are to generate US $16.5Million/yr and US $2.6Million/yr of profitable product discovery and R&D production projects, respectively, in the targeted markets with the next three years to 2008, excluding milestone and royalty payments. In addition, MH-B expects that the latter projects will translate into US $59Million/yr profitable production contracts within the next 3-5 years depending on the availability of suitable production facilities.

Market (US$/yr)	Overall Market Size	Estimated R&D Spending	MH-B Target Market Share
Pharmaceuticals	$492 Billion Plant-based products: $40 Billion (2003)	$58 Billion (11.8%)
1- Drug Discovery		$4.6Billion (8% of R&D)	$9 Million (0.2%)
2- R&D production projects		$47Million (1% of plant-based R&D)	$0.9Million (2%)
3- Supply of plant-derived		$0.7B (7% *25% of plant- based)	$14Million (2%)
Active principle
Cosmetics	$211 Billion Plant-bases: $74Billion (2003)	$6 Billion (3%)
1- Product Discovery		$0.6 Billion (10% of R&D)	$6Million (1%)
2- R&D production projects		$22 Million (1% of plant-based R&D)	$1Million (5%)
3- Sales of plant-derived ingredients		$5.9 Billion (8% of plant based)	$29Million (0.5%)
Nutraceuticals	$8 Billion (2005)	$240 Million (3%)
1- Product Discovery		$24Million (10% of R&D)	$1.5Million (6%)
2- R&D production projects		$12Million (5% of R&D)	$0.7Million (6%)
3- Sales of ingredients		$8Billion	$16Million (0.2%)

To date the company has signed an initial contract with the cosmetic giant, L’Oréal, worth in excess of $200,000 US and an initial contract with a large ($1 Billion + of sales) international Pharma, Pierre Fabre, worth in excess of $800,000 US.

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RESULTS OF OPERATIONS

Three and six month period ending May 31, 2006 and May 31, 2005 (unaudited)

	6 months ended May 31, 2006				6 months ended May 31, 2005			3 months ended May 31, 2006				3 months ended May 31, 2005
Revenues		$	231 785			$	0		$	150 325			$	0
Operating Expenses
Salaries			165 902				0			143 926				0
Research and Development			55 080				0			55 080				0
Selling, general &Administrative			317 855				0			291 993				0
Operating (Loss)			(307 052	)			0			(351 510	)			0
Other Expenses			(12 443	)			0				)			0
Net(Loss)		$	(319 495	)		$	0		$	(351 510	)		$	0

3 months ending May 31, 2006 and 2005

The 3 months to May 2006 we received an initial revenue payment from Pierre Fabre of $ 150 325 for a contract we signed with them. We had no activity in 2005.

We paid our scientists and administrators $143 926 of salary and made rent payments of $125 002 and had Research and Development Costs of $55 080 to May 31, 2006 (we commenced activity on February 14, 2006) and had no activity, at all, in 2005.

As a result we had a net loss of $363 953 for the quarter ended May 31, 2006 and we were inactive during the same quarter of 2005.

6 months ending May 31, 2006 and 2005

The six months to May 2006 we received initial revenue payment from L’Oréal and Pierre Fabre for contracts we signed with them, totaling $ 231 785. We had no activity in 2005.

We paid our scientists and administrators $165 902 of salary and made rent payments of $139 928 and had Research and Development Costs of $55 080 to May 31, 2006 (we commenced activity on February 14, 2006) and had no activity, at all, in 2005.

As a result we had a net loss of $319 495for the six months ended May 31, 2006 and we were inactive during the same period of 2005.

Liquidity and Capital Resources

At May 31, 2006, we had working capital of $13,560. Additional capital and/or borrowings will be necessary. Management anticipates generating revenue through developing and producing new plant-derived products during the next fiscal year. Our officers and directors have indicated their commitment to fund the operations of the organization during the next fiscal year, if necessary, until the organization can generate sufficient cash flow from operations to meet current operating expenses and overhead. We anticipate our net cash needs at $1,500,000 for the fiscal year ending November 30, 2006.

Effect of Recent Accounting Pronouncements

SFAS 156 – ‘Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140’

This Statement, issued in March 2006, amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

1. Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations.

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2.	Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.
3.	Permits an entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities.
4.	At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.
5.	Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on our financial statements.

SFAS 155 – ‘Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140’

This Statement, issued in February 2006, amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.”

This Statement:

a.	Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation
b.	Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133
c.	Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation
d.	Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives
e.	Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

This Statement is effective for all financial instruments acquired or issued after the beginning of our first fiscal year that begins after September 15, 2006.

The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis.

We are currently reviewing the effects of adoption of this statement but it is not expected to have a material impact on our financial statements.

SFAS 154 ‘Accounting Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3

In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement No. 154. This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for, and reporting of, a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.

SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. It will only affect our financial statements if we change any of our accounting principles. At this time, no such changes are contemplated or anticipated.

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SFAS 153 ‘Exchanges of Nonmonetary Assets an Amendment of APB Opinion No. 29’

In December 2004, FASB Statement No. 153 was issued amending APB Opinion No. 29 to eliminate the exception allowing nonmonetary exchanges of similar productive assets to be measured based on the carrying value of the assets exchanged as opposed to being measured at their fair values. This exception was replaced with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of this statement are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of this statement is not expected to have a material impact on our financial statements.

SFAS 152 ‘Accounting for Real Estate Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67’

Issued by the FASB in December 2004, this Statement amends SFAS 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also amends SFAS 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2.

This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. This statement is not expected to have any affect on our financial statements.

SFAS 123(R) ‘Share-Based Payments’

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payments.” SFAS No. 123 (R) requires all entities to recognize compensation expense in an amount equal to the fair value of share-based payments such as stock options granted to employees. SFAS No. 123 (R) is effective for the first reporting period beginning after December 15, 2005, or for the quarter ended May 31, 2006. The adoption of FAS 123 (R) did not have a material impact on the financial statements.

BUSINESS – OUR COMPANY
A SUMMARY OF WHAT WE DO

OVERVIEW

We were incorporated in Canada on January 13, 2000 under the Canada Business Corporations Act, or CBCA. Our authorized capital in virtue of said charter is unlimited and upon a unanimous decision of the Board of Directors, we limited the authorized capital to 280,000,000 common shares and 50,000,000 preferred shares. Millenia Hope Biopharma (MH-B) is a Montreal-based biotechnology company focused on exploiting major advancements in accessing one of the most productive sources of biologically active compounds, plants, to discover, develop and produce new products for human health and well being. We commenced our commercial activity on February 14, 2006.

FOCUS

MH-B’s is a biotechnology company focusing on the discovery, development and production of new plant-derived pharmaceutical, cosmetic and nutraceutical products Company, both internally and in partnership, using Phytomics Technologies and Plant-based Product Discovery Platform.

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MH-B intends to expand its portfolio of important proprietary and partnered health products as well as proprietary Phytomics-based bioprocesses for the industrial scale production of complex plant-based products of commercial relevance.

THE BUINESS

Millenia Hope Biopharma (MH-B) is a Montreal-based biotechnology company focused on discovering, developing and producing new plant-derived products for human health and well being. MH-B is building a portfolio of important health products for the pharmaceutical, cosmetic and nutraceutical industries based on major advancements in accessing one of the most productive sources of natural products: plants. MH-B’s approach to product discovery combines the immense potential of the plant kingdom’s untapped chemodiversity with validated biological targets.

Over the past 15-20 years, the pharmaceutical industry has developed high throughput systems using cellular assays and molecular targets to screen large number of synthetic chemicals in order to discover new drugs. This major undertaking yielded limited success in view, in good part, of the limited chemodiversity offered by synthetic chemistry. More recently, the cosmetic and nutraceutical industries have been implementing similar approaches to speed-up their discovery activities focusing, for the most part, on natural product screening. However, it has been conclusively shown that traditional natural extracts are not compatible with modern high throughput discovery processes.

On the other hand, small molecules from plants (phytochemicals) have attributes that are essential in today’s discovery processes: structural complexity, broad chemical and stereochemical diversity, as well as effective biological activity. However, significant technological challenges in obtaining, isolating, synthesizing and producing required quantities of plant compounds have kept this tremendous source of chemodiversity out of the mainstream of product discovery.

MH-B has developed proprietary and patented enabling Phytomics Technologies that allow unprecedented access and supply of natural and novel, chemodiverse phytochemicals compatible with biological target-based discovery processes. With the scarcity of structurally diverse small molecules being explicitly linked to the health industry’s dearth of new product approvals, MH-B’s ability to continuously generate a large number of novel, structurally diverse and biologically active small molecules addresses one of the major causes of the industry’s current malaise. Phytomics do not risk becoming redundant and cannot be easily copied.

The Company has built a powerful Phytomics infrastructure that has produced an exclusive, reproducible and expandable library of phytochemicals for product discovery and development. To exploit its distinctive chemical capabilities, the Company has also developed a uniquePlant Product Discovery Platform combining biological target-based discovery processes and Phytomics to efficiently discover and develop novel plant-derived products for the health industry. The Phytomics Technologies are being leveraged to develop a unique, high-value revenue generating pipeline of new plant-based health products. Since 2004, proof-of-concept of these technology platforms has been established in 1) infectious disease, with two high value patent applications in the area of HIV, and 2) increasing interest from the pharmaceutical, cosmetic and nutraceutical industries.

The goal of MH-B is to leverage its Phytomics and Plant Product Discovery Platforms in order to develop, in partnership, new plant-derived products for the pharmaceutical, cosmetic and nutraceutical industries.

PHYTOMICS, THE TECHNOLOGY

Plants have contributed enormous chemodiversity to the pharmaceutical, cosmetic and nutraceutical industries, without having been explored in a systematic manner. In fact, more than 120 plant-derived drugs have been used in western medicine while less than 8% of ~ 300,000 plant species have been studied, often incompletely, for their therapeutic value. Our Phytomics Technologies has the potential to systematically access the plant kingdom’s chemodiversity and to uncover a vast wealth of much needed natural and novel small molecules for health product discovery.

MH-B’s state-of-the-art Phytomics Technologies, the subject of one issued US patent, with foreign counterparts, along with extensive trade secrets, are actually an evolving integrated suite of proprietary technologies, novel approaches, expertise and unique know-how in plant biotechnology and phytochemistry. These breakthroughs have allowed the Company to overcome the access, reproducibility, purification and supply issues that have always been major technological barriers to phytochemical drug discovery. MH-B’s research team has transformed into a science the relatively underdeveloped field of in vitro plant cell culture and has created a bioprocess by which an unprecedented number of compounds can be biosynthesized reproducibly and where access and supply are no longer limiting factors.

In building its Phytomics Technologies, we have developed:

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1.	The expertise to generate productive cell lines from most plant species;
2.	A collection of productive cell lines from over 2,200 plant species in culture, obtained from 240 of 634 known plant families;
3.	Continuously improving, novel biotechnologies, expertise and know-how to control and accelerate the metabolism of cultured plant cells for high rate biosynthesis of natural and novel small molecules;
4.	Approaches in mutagenesis and genetic engineering of cultured plant cells for reproducible biosynthesis at high yields of specific complex phytochemicals of industrial interest;
5.	A unique, computer-monitored and -controlled bioreactor system, successfully scaled-up to pilot size (50 L completed; 300 L in development), for the efficient culturing of plant cells;
6.	A proprietary quasi-expert system for controlling plant cell culture processes;
7.	Integrated extraction, separation and purification procedures for processing complex culture extracts into highly purified fractions and compounds; and
8.	Fully equipped laboratory facilities.

A key feature of our proprietary Phytomics Technologies is its ability to develop efficient and scalable plant cell-based bioprocesses to produce at industrial level complex phytochemicals of commercial relevance. If a complex plant product cannot be synthesized economically at industrial scale, this gives MH-B a major competitive advantage

PLANT DISCOVERY PLATFORM

Traditional plant extracts have been found incompatible with high speed and highly specific discovery technologies with respect to the inherent complexity of natural product mixtures (typically, an extract contains 1000s of compounds at different yields). Furthermore, the short cycle times of discovery processes, from screening to supply and identification of the purified compounds responsible for the activity, amplify this incompatibility.

MH-B has developed a unique, highly efficient Plant Product Discovery Platform that encompasses

1.	New bioprocesses based on the Phytomics Technologies that allow
		a.	The continuous generation of a wide range natural and novel phytochemicals for testing, and
		b.	The rapid and reproducible supply and identification of active compounds,
2.	High throughput extraction, separation and purification (HTESP) technologies making plant compounds compatible with today’s discovery technologies, and
3.	The expertise and modern high throughput screening (HTS) technologies for effective testing of plant compounds.

Using the HTESP technologies, plant cell culture extracts are extensively purified prior to biological testing. The resulting fractions contain, on average, 7 compounds, which means that final purification of an active compound is much simpler and faster than the long and costly process of activity-guided fractionation. Only a limited number of purification steps are necessary, after identification of an active fraction in a primary assay, for confirmation and identification of the active compound.

This Phytomics bioprocess, integrating efficient HTESP technologies, allowed MH-B to generate a library of over 160,000 highly purified phytochemical fractions, representing approximately 1,000,000 compounds obtained from cell cultures of over 560 different plant species within 32 months. Although it may include some redundancy, this is the world’s largest library of its kind. This library is exclusive to MH-B and can be easily scaled-up.

A major competitive advantage of MH-B in plant product discovery is that Phytomics bioprocesses efficiently solve all the technological challenges associated with exploiting plant-derived compounds using today’s product discovery technologies (Table below). It is well known that natural products offer a much wider chemodiversity than synthetic chemistry. The Phytomics bioprocesses allow access to natural and also novel phytochemodiversity that may not be expressed in nature.

Table: Advantages of Phytomics bioprocesses in product discovery

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Discovery process parameters	Sources of chemodiversity
	Synthetic Chemistry	Traditional Natural Products	MH-B’s Phytomics Bioprocesses
Chemodiversity	Limited	Diverse	Diverse +
Today’s product discovery cycle times	Compatible	Not compatible	Compatible
Biological testing	HTS compatible	Problematic	HTS compatible
Reproducibility of activity from primary screening	High	Low (under 60%)	High (>90%)
Access and supply of active compounds	Not limiting	Can be problematic	Not limiting

Plants produce a large variety of complex plant chemicals (secondary metabolites) for various purposes, including storage of key nutrients (carbon, oxygen and nitrogen) at low osmotic pressure, chemical defence against predators and pathogens and to attract insects for pollen dispersion. Some of these compounds are endogenously biosynthesized while others only in response to external stimuli.

MH-B has developed new technologies that allow efficient and reproducible expression of a wide range of endogenous and inducible metabolites both to increase the yield of specific compounds and to generate natural and novel chemodiversity.

MH-B’S TEAM HAS DEVELOPED A SERIES OF INDUCTION PROTOCOLS

The Phytomics bioprocesses are rapid, thus meeting more efficiently than all competitive approaches in the area of plant compound testing, the challenge of today’s product discovery cycle times. It takes MH-B’s research team only 1 to 6 weeks, depending on culture yield, to identify an active compound. MH-B’s purified phytochemical fractions are fully compatible with biological testing, including molecular targets and cell-based assays and with HTS technologies.

A critical issue of natural product discovery is reproducibility of activity from primary screening and identification of active compounds, where traditional natural product extracts have shown a success rate of under 60%. Likely, the high variability of natural plant extracts, which composition depends on a variety of environmental factors as well as the harvesting time, represents an important contributor to this low reproducibility. This significant technological challenge in product discovery has yet to be resolved.

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MH-B’s research team, through extensive testing of its phytochemical fraction library using a variety of cellular assays and molecular targets, has been able to re-confirm primary biological activity and supply, purify and identify active compounds in more than 90% of cases. Furthermore, the Phytomics bioprocesses allow reproducible production of culture extracts and specific compounds continuously, thus ensuring efficient access and supply of active compounds.

MH-B IS THE ONLY COMPANY WORLDWIDE THAT CAN GUARANTEE SECURED AND REPRODUCIBLE SUPPLY OF BIO-ACTIVE NATURAL AND NOVEL PHYTOCHEMICALS IDENTIFIED THROUGH PRODUCT DISCOVERY ACTIVITIES

MH-B’s Phytomics bioprocesses thus permit the efficient screening of plant-based compounds in a modern product discovery environment. This unique platform can be efficiently exploited for the discovery of new plant-based pharmaceutical, cosmetic and nutraceutical products.

The Company has built in-house product discovery expertise and HTS technologies initially focused on infectious disease and GPCRs under the leadership of Dr. Bahige Baroudy recognized as one of Scientific American’s 50 Research Leaders of the Year for 2003 (Medical Treatment Category). Dr. Baroudy, formerly Group Director, Antiviral and Antimicrobial Therapy at the Schering-Plough Research Institute (Kenilworth, New Jersey), brought to the Company 25 years of industry and academic experience in basic research, infectious disease drug discovery and virology. While at the Schering-Plough Research Institute, he spearheaded the successful development of CCR5 antagonists that are currently in human clinical trials as HIV entry inhibitors. Dr. Baroudy participated in the development of new anti-HCV drugs. With his colleagues, he identified several HCV targets for inhibiting HCV replication. Among these targets were the NS3 Protease and Helicase, the NS5B polymerase and the IRES element. Dr. Baroudy and his team were successful in developing an HCV protease inhibitor (orally bioavailable) that is currently in Phase I clinical trial.

MH-B’s HTS technology platform includes expertise in screening enzymatic and receptors (GPCR) targets as well as cellular assays. This platform also includes additional assays to characterize biologically (e.g., toxicity) and chemically (e.g., solubility, stability) bioactive compounds.

MH-B’S PROOF OF CONCEPT

MH-B extensively screened 10,000 fractions from its library using nine anti-microbial, anti-viral and anti-cancer targets as well as the Endothelin receptor A, a well-known GPCR, with several collaborators. Results from this work revealed that MH-B’s phytochemicals could inhibit all targets tested. It was shown that this library contains drug-like chemicals that can be modified through SAR into Lead compounds. Further screening of this library showed an average success rate in finding active fractions for a given target of approximately 0.3% indicating its selectivity.

PRODUCT HISTORY

MARKET DEMAND

The health industry at large, inclusive of pharmaceutical, biopharmaceutical, cosmetic, nutraceutical as well as food additives, is facing critical issues to ensure future development. The challenges are numerous, of scientific and economic nature, but also increasingly at the socio-political level

NATURAL/PLANT PRODUCTS IN THE PHARMACEUTICAL INDUSTRY

The pharmaceutical industry is currently facing major marketing and technology challenges. Intense product competition, patent expiration of many of the top-selling drugs (between 2000 and 2004, products representing sales of US $43B have come off patent, reduced periods of exclusivity, as well as price constraints are putting pressure on pharmaceutical companies to lower costs, increase R&D productivity and accelerate product development. Consolidation of the industry has increased the size and revenues of the top firms, but it has also made double-digit revenue growth an even more daunting task. In order to meet investor expectations and to achieve annual growth rates of 10%, a major pharmaceutical company must launch on average four New Chemical Entities (NCEs) per year, with average annual sales of US $350M. From 1996 to 2001, however, the pharmaceutical industry has launched on average less than one NCE per year per company. Of all the NCEs launched in 1996, only one quarter had achieved sales of US$ 350M by 2001. During this period, pharmaceutical R&D spending in the US has increased by approximately 40%, whereas new drug approvals declined by nearly 50%. In 2001, for example, the top sixteen pharmaceutical companies only launched a total of ten new products.

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One of the reasons for this dearth of approved NCEs is that chemical diversity, or the lack thereof, has become a rate-limiting step for the drug discovery and development process. This limitation can be addressed by designing or gaining access to compound libraries that contain novel chemodiversity and more drug-like structures, which will in turn improve the quality of the compounds that enter development.

Natural products have traditionally been a consistent source of NCEs by providing unmatched structural variety, complexity and biological potency. As shown in Figure 4, in the period between 1981 and 2002, 61% of the 877 new small molecule drugs approved were either natural products or were derived from natural products, more than 50% of which came from plants.

Most natural products come from bacteria, fungi, animals or plants. Plants have been utilized in traditional medicine for thousands of years and over 120 plant-derived drugs have been used in Western medicine and have produced pharmaceutical products in all major therapeutic areas (In table below). While close to three-quarters of these drugs were discovered as a result of the study of plants used in traditional medicine, there has never been a systematic approach to drug discovery from plants.

Table: Examples of plant-derived drugs in various therapeutic categories

Drug	Therapeutic Category/Indication	Plant Species
Acetylsalicylic acid	Pain relief, heart attack, stroke	Salix alba
Morphine, codeine	CNS	Papaver somniferum
Galantamine	Alzheimer’s Disease	Galanthus woronowii
Atropine	Anticholinergic-muscle relaxant	Atropa belladona
Paclitaxel, docetaxel	Cancer	Taxus spp.
Vincristine, vinblastine	Cancer	Catharanthus roseus
Vindesine, vinorelbine	Cancer	Catharanthus roseus
Irinotecan, topotecan	Cancer	Camptotheca acuminate
Etoposide	Cancer	Podophyllum peltatum
Digoxin	Cardiovascular	Digitalis purpurea
Ajmaline	Anti-arrhythmic	Rauwolfia serpentina
Pilocarpine	Ophthalmic	Pilocarpus jaborandi
Pseudoephedrin	Respiratory	Ephedra sinica
Theophylline	Respiratory	Theobroma cacao
Dihydroartemisin	Infectious disease – Malaria	Artemesia annua
Quinine	Infectious disease – Malaria	Cinchona pubescens
Scopolamine	Gastrointestinal	Datura metel

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In the last 15-20 years, the pharmaceutical industry has embraced newer drug discovery technologies and focused on shortening discovery timelines in order to meet the intended goal of generating several more NCEs per year. As such, many pharmaceutical companies have discontinued their time- and resource-consuming traditional natural product programs. Instead, they have concentrated on the more high-throughput-friendly area of synthetic chemistry and combinatorial synthesis, and, in a sense, have given up on the unrivalled structural diversity available from nature.

The move away from conventional natural products can be understood if viewed from the traditional pharmaceutical perspective of screening natural products as extracts. This approach, especially for plant products, has several serious drawbacks.

1.	The large number of compounds and impurities in extracts can give rise to numerous false positives and negatives and can cause interference in assay results. In fact, natural extracts are not compatible with many sensitive and specific molecular and cell-based HTS assays.
2.	The requirements for several iterative rounds of activity-guided fractionation on natural product extracts in order to identify the active constituent makes the whole process incompatible with the rapid screening cycle times that are so important in today’s high-throughput discovery model.
3.	Reproducibility of activity in screening natural product extracts is low (under 60%).
4.	Consistent and reproducible access to the active compound, once isolated, can be problematic.

This last drawback can be a major problem when the active compound is too complex to be easily synthesized, as often the case with natural products. With the current emphasis on developing highly efficient discovery processes and on significantly reducing discovery timelines, it is understandable, if somewhat shortsighted, to see why many pharmaceutical companies are discontinuing their in-house natural product programs. Some pharmaceutical companies, however, still maintain efforts in this area, mostly using compounds of microbial origin.

Yet despite this seeming trend away from natural products, there were, in 2001, 143 compounds of natural origin in clinical trials or that had been recently launched. Of these, natural products from plants were by far the dominant source of bioactive compounds (In table below).

Table:. Source of natural product-derived drugs recently launched or in clinical development

Source	Number
Plant	51
Animal	32
Bacterial	21
Fungal	9
Semi-synthetic	30
Total	143

MH-B, being one of the only companies that can provide the widest access to natural and novel phytochemodiversity as well as guaranteed, secured and reproducible supply at all scale of bio-active phytochemicals. This is being recognized by the fact that several large pharmaceutical companies have solicited MH-B.

The Case of the Cosmetic Industry

The cosmetic industry is currently facing significant challenges, the most important of which include the following.

1- Increasing demand for natural(plant)-based safer cosmetic products

A number of cosmetic products contain synthetic ingredients that can be harmful to health. For example, alpha-hydroxy acids (AHA) found in moisturizers, toners, cleansers, masks, and age-spot removers were shown to increase the skin’s sensitivity to the sun by as much as 50 percent, thereby exposing consumers to accelerated skin aging and the possibility of skin cancer. Propylene glycol used in suntan lotions, lipsticks and other cosmetics and toiletries, was linked to liver abnormalities and kidney damage and is known to be as a skin and eye irritant. Talc found in makeup and body powders was linked to ovarian cancer and was found to induce cancer in rodents. Methyl methacrylate found in nail products, primarily in application of acrylic nails, was linked to fungal

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infections, nail deformities, and other problems. Prolonged exposure can lead to eye, skin and lung irritation, abnormal liver or kidney function, nervous system damage or reproductive problems.

With increasing awareness of harmful synthetic chemicals in cosmetics, consumers are demanding products containing safer natural ingredients. In fact, 35% of cosmetic products are plant-based, and this market segment is growing at a rate of 10% per year. For example, most products from Yves Rocher (annual sales: €2B), Pierre Fabre (cosmetics approximately €0.8B) and Clarins (€0.2B), are of plant origin. On the other hand, as one of the pioneers of chemical-based cosmetics, L’Oreal’s market position (€15B) could be considerably affected by this trend.

2- Increasing product regulation

Regulatory agencies are pressing all suppliers to better characterize biologically and chemically the active ingredients, whether of synthetic or natural origin, contained in consumer products and to ensure high levels of reproducibility. These issues remain highly problematic for plant-based products that can only be resolved with great difficulties using traditional production technologies.

3- Increasing marketing demand for new products

The average life cycle of a cosmetic product is 3-5 years, which means that the demand for new products is enormous, with development times, from discovery to commercialization, reduced to less than 12-18 months. For example, L’Oréal markets 5,000 products and, consequently, its R&D team needs to discover and develop 1,000 to 3,000 new products per year.

4- Speeding up the rate of product discovery and development

In an effort to better meet market demand and speed up the rate of product discovery, large cosmetic companies (L’Oréal, Estée Lauder, Shiseido etc.) have adopted, in recent years, modern and faster approaches to speed-up their R&D activities similar to those used in the pharmaceutical industry, for the discovery of new cosmetic ingredients. These involve molecular targets and cellular assays and HTS systems to screen natural product extracts and for extensive toxicity testing prior to human trials. Apparently, this undertaking has not meet with expected success (L’Oréal, personal communications) for the same reasons discussed in section 3.1.1 that led the pharmaceutical industry to shy away from natural product drug discovery using traditional extracts during the last 15-20 years. Therefore, there is an urgent need for companies that have adopted modern discovery technologies to access expertise and plant compound libraries that are compatible with HTS systems such as MH-B’s Phytomics bioprocesses, phytochemical library and Plant Product Discovery Platform (L’Oréal, personal communication).

5- High demand for innovation

An aging population with high levels of disposable income is an important business opportunity for the cosmetic industry. Its is always eagerly seeking novel ingredients both for current product lines and for important unmet market needs such as new anti-aging, natural coloring, skin whitening and natural conservative agents. These innovative ingredients can be crude extracts, partly purified natural products or pure compounds obtained from natural sources.

These trends underline the dynamics of discovery and commercialization in the cosmetic industry. Although the market for individual products may be limited, their large number, high turnover and the insatiable appetite for novelty as well as the demand by regulatory authorities to develop and market safer and better-characterized products represent a tremendous business opportunity. The continuous, reproducible, secured and scalable supply of natural and novel phytochemodiversity compatible with today’s product discovery technologies is a strategic issue for the cosmetic industry. In this context, MH-B is uniquely positioned and has significant competitive advantages to meet this significant and strategic demand of the cosmetic industry.

The Case of the Nutraceutical Industry

The Dietary Supplement Health & Education Act adopted in 1994 in the US has created a regulatory environment that remains difficult to enforce, especially with regards to claims of specific health benefits and prevention. Nutraceuticals and functional foods of natural origin are in great demand, especially from plants. However, discovery, development and production of new products involve mostly conventional approaches in the context of the conservative food market. For example, the flavour industry screens only limited number of compounds annually and focuses mainly on combinations and modifications of known ingredients.

Few companies, however, are developing more systematic and efficient approaches in this area. For example, Senomyx (San Diego, CA) has identified and patented (72 issued patents and 212 pending patent applications) many of the chemokine (GPCR) receptors and ion channels present on the human tongue that detect yumami (savory), sweet, bitter, salt, fat and sour tastes as well as cold and olfactory sensing. This company is a world leader in the exploitation of molecular targets, cellular assays and HTS systems, similar to those used in the pharmaceutical industry, for the discovery and development of novel nutraceuticals. Furthermore, Senomyx has developed a cost effective and efficient process for acceptance of its products by regulatory agencies that yields full approval within 12-24 months from discovery. Senomyx is currently collaborating with Cadbury-Schweppes, Campbell’s Soup Co., Coca-Cola, Kraft and Nestlé.

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To date, Senomyx has screened 200,000 compounds, mostly synthetic chemicals, using its HTS systems. Following market trends and requests by its collaborators, Senomyx has undertaken limited natural product screening with little success mostly because of reproducibility and supply issues similar to those experienced by the pharmaceutical and cosmetic industries (sections 3.1.1 and 3.1.4).

MARKET SUPPLY FROM THE PHYTOCHEMICAL LIBRARIES

Four types of phytochemical library are commercialized for the discovery and development of new products:

1.	Traditional plant extracts containing 1000’s of phytochemicals (and undesirable impurities) of different polarities, from water soluble to highly lipophilic compounds, present at different concentrations;
2.	Purified natural phytochemical fractions, obtained from natural extracts, of different polarities, each containing usually 2 to 50 compounds at different concentrations;
3.	Purified natural phytochemicals (and semi-synthetic derivatives) obtained from separation and purification of higher yield compounds of natural extracts; and
4.	MH-B’s highly purified natural and novel phytochemical fractions, obtained from cleaner cell culture extracts, of different but more focused polarities, each containing usually 2 to 30 compounds at different concentrations.

Obviously, all plant compound libraries obtained from natural sources suffer from serious drawbacks, including lack of reproducibility and problematic access of active compounds, especially those of lowest yields. The Phytomics bioprocesses offer MH-B a significant competitive advantage in this area by successfully solving all these technological challenges.

Historically, libraries of crude plant extracts have had limited success, for obvious reasons, in drug discovery environments. Consequently, the value of traditional plant extract libraries has been relatively low. Since purified plant products are not readily available in large numbers, it is difficult to gauge the value that such a library would command, especially when coupled to the breakthrough technologies developed by MH-B. Recently, however, Amgen entered into a three-year, non-exclusive collaboration with Infinity Pharmaceuticals for access to the latter’s “natural product-like” synthetic libraries. The groundbreaking synthetic chemistry-based technologies developed by Infinity Pharmaceuticals mirrors MH-B’s pioneering technological contributions in developing actual plant product biosynthetic libraries for drug discovery. Although most of the deal’s terms were not disclosed, Amgen did make a $25 million equity investment in Infinity.

PATENTS AND INTELLECTUAL PROPERTY

The Company holds one granted US patent ( 6,069,009) with foreign counterpart (Europe, Japan, Australia, Canada and Mexico) on Phytomics Technologies. The process has since been fully integrated into the Phytomics Technologies, to accelerate the growth phase of plant cell cultures and significantly improve the yield of secondary metabolites as well as the economics and reproducibility of the overall production process.

In order to better serve its interest, the Company’s IP strategy will primarily involve aggressively pursuing the filing of patent applications resulting from its product discovery activities including

• Proper patent coverage for new plant-based products, that represent the key valuation basis of the Phytomics Technologies and of the Company, and

• Proper process patent coverage for Phytomics bioprocesses used for the production of specific patented plant-based products.

COMPETITION IN PLANT-BASED PRODUCT DISCOVERY

MH-B’s competitors in plant product discovery include the following.

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1- Chemistry companies

Companies producing specialty chemicals and those specializing in combinatorial chemistry generally provide large synthetic chemical libraries for discovery programs, that are not as complex as most plant secondary metabolites. Consequently, chemistry companies are not direct competitors of MH-B. On the other hand, MH-B may sub-contract to chemistry companies industrial scale synthesis of promising simple compounds and/or semi-synthesis of promising complex phytochemicals identified through its discovery activities. Consequently, chemistry companies may become valuable partners of MH-B in optimization chemistry and/or bulk synthesis of promising compounds.

2- Companies supplying phytochemical libraries

Currently, few organizations are commercializing phytochemical libraries (In table below). These libraries are composed of crude plant extracts, purified fractions, or pure phytochemicals, with the former being incompatible with modern HTS technologies, are obtained from natural biomass. Therefore, these suppliers cannot guarantee reproducibility, fast supply and large-scale production of active complex compounds. These production issues remain key unresolved difficulties in exploiting plant compound in product discovery projects.

Table: Organizations supplying phytochemical libraries for discovery programs

Organization	Characteristics of Phytochemical Library
AnalytiCon Discovery	10,000 pure compounds, 25% from plants
Albany Molecular	170,000 purified fractions, under 10% from plants
BioSPECS	Approximately 2,000 purified compounds, mostly from plants
Drug Discovery Ltd.	Extracts prepared from ~ 9,000 plant species
German Natural Product Pool (Hans-Knöll-Institut)	Approximately 4,000 purified natural products and derivatives obtained from various sources
MerLion	500,000 extracts, ~ 25% of from plants
Molecular Nature	4,000 purified fractions and 1,000 pure compounds obtained from plants
National Cancer Institute	Over 100,000 extracts from plant and marine organisms
Sequoia	36,000 purified fractions from plants

COMPETITION IN PLANT COMPOUND PRODUCTION

The competitive landscape in the area of reproducible industrial scale production of specialized complex plant products include the following players.

1- Contract manufacturing organizations (CMO)

Except for DFB Pharmaceuticals/Phytonbiotech (discussed below), all CMO are specializing in either microbial fermentation or mammalian/insect cell cultures, the latter for recombinant protein production. None of them have expertise in plant cell culture bioengineering

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2- Plant pharming organizations

The number of players in plant pharming is impressive and competition is fierce. Asian, African and South American suppliers offer low cost raw material to American and European extraction companies, which then supply the pharmaceutical, cosmetic and nutraceutical industries with purified plant products. This traditional supply route (i.e., agriculture, harvesting & extraction) has numerous major limitations that can be overcome by industrial scale plant cell culture technologies, which include

1.	Secure and reproducible supply of natural biomass in sufficient quantity on a long term basis;
2.	Increasing cost of the raw material;
3.	Proper handling at harvesting of the natural biomass for retained yield, reproducibility and efficient processing;
4.	Low product yield at processing;
5.	Efficiency and cost of downstream processing operations to obtain the targeted compound at the desired purity level and in sufficient quantity to meet market demand in a timely fashion.

This situation is further complicated if the biomass is harvested in the wild and/or when the desired compounds are extracted from plant species that are threatened, grow slowly, are only available in politically unstable areas, are not compatible with greenhouse or large scale culturing, or if harvesting results in the destruction of the plant species.

For cosmetic and nutraceutical products, purification requirements range from partly purified fractions to purified compounds, whilst for pharmaceuticals and specialty chemicals, pure compounds are required. Regulatory agencies, however, are pressuring the nutraceutical and cosmetic industries to increase the level of purification and characterization of commercial plant-based products.

3- Companies involved in industrial scale plant cell culture bioprocessing

Four companies are known to use (or to have used) industrial scale plant cell culture bioprocesses: PhytonBiotech, Inc., Mitsui Chemical, Inc., Samyang Corporation and Protalix Pharmaceuticals Ltd.

PhytonBiotech is the most advanced company in industrial plant cell culture bioprocesses. This company was founded in 1990 to produce Paclitaxel for Brystol-Myers-Squibb, its strategic partner. It succeeded in this undertaking in the late 90’s and its German subsidiary, Phyton GmbH, currently operates the world’s largest commercial cGMP manufacturing facility for the production of extracts containing Paclitaxel and other valuable taxanes. In 2003, Phyton was acquired by DFB Pharmaceuticals, a CMO, but most of its expert personnel have left the organization.

In the mid 80’s, the Japanese giant Mitsui invested in the development of a first industrial scale plant cell-based bioprocess for the production of shikonin, an anti-inflammatory and coloring agent. This process was successfully scaled up in a 750 L bioreactor and shikonin was produced at high yields. This project, however, was discontinued for marketing reasons. In the late 80’s, Mitsui developed a second plant cell-based bioprocess for the production of ginseng extracts. The production plant was inaugurated in the early 90’s and 1995 sales of the ginseng extract reached US$ 3M. Ginseng extracts were subsequently removed from the market due to severe toxic side effects. Mitsui appears not to have pursued this business.

In the mid 90’s, the Korean company Samyang bought a taxane production technology based on cultured plant cells developed by the American company EsCagenetics. Samyang completed the development of this technology and scaled it up to industrial level for the production of Genexol™, a Paclitaxel-based product currently on the market. This company seems not to have expanded its efforts in this area.

Finally, the Israel start-up company Protalix Biopharmaceutics Ltd (formerly Metabogal, founded in 1994) is now positioning itself as a CMO for the production of recombinant proteins using plant cells cultured in a rudimentary disposable bioreactor system made of 10 L chambers with minimal monitoring and process control.

It appears from our review of the patents published by these companies as well as from personal communications with some of their key executives, that all of them use traditional approaches to plant cell cultures and bioengineering for the production of secondary metabolites. In this context, MH-B is in a good market position and significant competitive advantages in exploiting its highly efficient Phytomics bioprocesses for these business opportunities.

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BUSINESS MODEL AND STRATEGY

MH-B’s primary business activities will focus on business development (BD). Consequently, the Company will put in place the tools and means to reach out to targeted market stakeholders. Our single most important goal is to identify profitable plant-based product opportunities to develop, as well as to connect with the best companies to partner with, for development.

To carry out its extensive BD activities, MH-B will hire an experienced BD/industrial marketing Vice-President and will develop a network of international BD consultant specialists in the three industries targeted and strategically located, mostly in US and Europe, to complement its business opportunity scouting activities. The latter will actively participate in the identification of clients/partners likely to be interested by the Company’s technologies, expertise, products and services. These consultants work on a back-loaded fee to be paid upon completion of successful transactions.

To support BD activities and identify market opportunities, the Company will create an efficient Data Mining Unit (DMU), under the direction of the VP-BD, that will identify business opportunities and provide the information to drive the Company rationale in elaborating the best-suited and most rewarding strategy for the development of our business activities. Practically, it will be based on a collection of software and procedures to monitor and mine public databases, so as to connect the Company’s technological strengths with stakeholders’ needs.

Market intelligence and public communications will generate a list of prospective partners and clients for the Company. We will adopt a pro-active approach with the market to meet as soon as possible with prospective clients/partners. Recent experience has shown this method to be very productive. Our objective is to establish profitable and value generating commercial partnerships with selected high profile companies in targeted industries.

MH-B is targeting the markets of cosmetic, nutraceutical and pharmaceutical industrial products. More specifically, companies in these markets are either searching for innovative new products of plant origin using modern product discovery technologies and/or struggling to produce efficiently complex plant products. However, they are experiencing serious problems in accessing and producing plant compounds, and currently facing important market gaps and significant unmet needs that MH-B can satisfy efficiently using its unique technologies.

MH-B’s business development activities will be driven by

1.	Needs and requests of prospective customers for plant-based discovery projects and/or production projects targeting promising complex plant products in development and/or already commercialized; and;
2.	Innovative product concepts identified through market intelligence and DMU research to be developed internally and/or in partnerships

COMMERCIAL ACTIVITIES

MH-B will focus on two commercial activities.

1- Discovery and development of new plant-based products

The Company exploits the natural and novel chemodiversity, that it can generate using its Phytomics Technologies. This offers the cosmetic, nutraceutical and pharmaceutical industries a new paradigm for the discovery and development of novel products of plant origin, based on its current library of > 160,000 purified phytochemical fractions fully compatible with HTS technologies, and unique expertise and Plant Product Discovery Platform. The strength of this library was shown by partial screening using 11 molecular targets and cellular assays to yield 173 biologically active molecules, of which 59 were new chemical entities. MH-B has the expertise and technologies to expand its purified phytochemical library, including for plant species of interest to partners. Chemical characterization of bioactive compounds can also be conducted in house.

Typical partnered product discovery and development projects will usually involve

1.	Selection by the partner of generic or proprietary molecular targets, cellular assays and/or of fraction library to be screened; the latter may be MH-B’s current library or specialized libraries developed by MH-B according to the partner’s requirements;
2.	Screening by MH-B or the partner fractions using selected targets and assays;

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3.	Identification and short term supply of active compounds by MH-B; and
4.	If the promising plant products are complex, production of pilot (for product development) and commercial quantities of products for the partner and/or final commercializing company.

These projects will be structured as follows.

1.	The partner pays
	•	Licensing fees to access MH-B’s technologies and phytochemical library,
	•	R&D costs based on a full FTE (Full Time Equivalent) basis that includes profits, or reduced FTE cost (with profits) in exchange for increased milestone and royalty payments to be negotiated, and
	•	Pre-negotiated milestones (when attained) and royalty (at commercialization) payments.
2.	The partner obtains
	•	Co-ownership of product IP, and
	•	Full commercialization rights with performance clauses.
3.	MH-B’s retains
	•	Co-ownership of product IP, and
	•	Full ownership of production technologies and IP and exclusive industrial scale production rights for complex plant products (2nd commercial activity).

for which it will retain full product and production IP ownership. Thereafter, MH-B Additionally, MH-B intends to pursue its own internal product discovery projects will out-license to high profile partners these products for co-development and co-commercialization, which will include license fees, development revenues, milestone and royalty payments as well as exclusive production rights for complex plant products (2^nd commercial activity).

In the Pharmaceutical domain, MH-B will actively seek partnered drug discovery projects. In addition, the company has unique expertise in infectious disease and has internally developed promising programs that it will pursue to appropriate levels for subsequent high value partnering with major pharmaceutical companies.

In the cosmetic and nutraceutical domains, the company has already identified a certain number of potential product discovery partnerships (section 4.4.1), one of which has already been signed, that it will pursue actively. MH-B will actively seek new opportunities in these areas. Furthermore, MH-B has identified significant new product opportunities in the cosmetic industry that it intends to pursue internally and/or in partnership.

2- Industrial-scale production of complex plant products of commercial relevance using Phytomics-based bioprocesses

The second commercial activity targets partners that are either selling, intend to conduct or are already conducting product development activities (also with MH-B), including clinical trials on complex plant products that can be obtained using traditional approaches only with great difficulties and at high costs. These products include

A.

Partly purified extracts or highly purified phytochemical fractions poorly characterized chemically, whose compounds, or composition cannot be reproduced synthetically, whose supply, using traditional approaches, is problematic, or which contain undesirable components (color, odor, nuisance impurities etc.) difficult to remove at reasonable costs (for example the J&J project discussed in section 4.4.2); and

B.

Purified complex phytochemicals, that cannot be synthesized at industrial scale or produced in sufficient quantities through natural biomass extraction and purification processes, at reasonable costs (Ex.: Taxol™ & Taxotere™).

Generally, secured, consistent and reproducible supply, in sufficient quantities, of these complex plant products, using traditional approaches, is highly problematic. Uncontrollable uncertainties of supply include political and social issues, poor agricultural and harvesting practices, rare, exotic, endangered, protected and/or slow growing plant species etc. These represent critical issues in conducting reliable product development activities and for subsequent commercialization that remain very difficult to resolve for non-specialist companies.

In the Pharmaceutical domain, MH-B will actively seek production projects. The company has finalized a contact with Pierre Fabre, a French pharmaceutical company, on April 11^th 2006.

34

In the cosmetic and nutraceutical domains, the company has already identified a certain number of potential production projects, one of which is being discussed with a cosmetic and consumer multinational. MH-B will actively seek new opportunities in these areas.

A key issue in any cell-based industrial scale production remains the economics of the bioprocess. Traditional approaches to plant cell culture bioengineering have yielded limited industrial success, as underlined in Appendix A (section A.1), in focusing on single products. Still, PhytonBiotech is successful in producing taxane derivatives at industrial scale using a plant-cell based bioprocess. The Phytomics Technologies, which represent significant advances in this field, are solving the limitations previously encountered in plant-cell based bioprocessing. MH-B’s strategy in this area focuses on producing multiple plant products for various customers in the three industries targeted all using the same basic production technologies, including downstream processing operations. This offers important economies of scale in R&D and production and the opportunity for full utilization of planned production facilities that will translate into higher profit margins as well as significant risk reduction. Furthermore, MH-B’s offering of pilot and industrial scale facilities for secured and reproducible production of complex plant products represents an important marketing tool in attracting partners for high value plant product discovery projects.

Typical production projects will usually three phases. Phase I. Feasibility Study involves the development of productive plant cell lines and appropriate culture and downstream processing (extraction, separation & purification) protocols for the production, at high yield and at the target quality level, of the desired product(s). A technico-economical model of this process is also developed to assess the economics of the industrial scale bioprocess. At the end of this work, the partner decides if he wants to undertake further bioprocess development depending on the expected market and production costs of the desired product(s).

During Phase II. Pilot Scale Production, the optimized production bioprocess, including downstream processing operations, is developed at pilot level (50 L to 300 L bioreactors; 100 g to kg of product(s)) to validate experimental results obtained at small scale, confirm bioprocess economics and define main scale up parameters. This work also involves production, by MH-B, of pilot quantities (100 g to kg) of desired product(s) at target quality level for partner’s product development activities.

Finally, Phase III. Industrial Scale Production involves the development, by MH-B, of the industrial scale bioprocess for commercial production of desired product(s) and Industrial scale production by MH-B (or subsidiary) of desired product(s) for commercialization.

These projects will be carried out in partnerships and internally, for prospective high potential products. Partnered projects and will be structured as follows.

1.	The partner pays
	•	Licensing fees to access MH-B’s Phytomics Technologies,
	•	R&D costs on a reduced FTE basis (over US$190,000/FTE) that includes profits,
	•	Pre-negotiated milestone payments depending on production levels attained and forecasted production costs at Phase I and II of the project, and
	•	Pilot scale quantities of desired product(s) for development purposes.
2.	MH-B’s retains
	•	Full ownership of production technologies and IP and exclusive industrial scale production rights,
	•	Co-ownership of IP generated from new products discovered during MH-B’s bioprocess development work in the partner’s specific application field, and
	•	Full ownership of IP generatde from new products discovered during MH-B’s bioprocess development work in application fields other that of the partner’s.
3.	MH-B obtains
	•	Royalty payment on final sales of original product(s),
	•	Exclusive, long term commercial production contract for original product(s) at minimum annual production level and specified and indexed selling price,
	•	Milestone and royalty payments for new products discovered from MH-B’s bioprocess development work in the partner’s specific application field,
	•	Exclusive, long term commercial production contract for new products, discovered from MH-B’s bioprocess development work in the partner’s specific application field, at minimum annual production level and specified and indexed selling price, and
	•	New products discovered from MH-B’s bioprocess development work in application fields other that of the partner’s.

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PURSUING THE DEVELOPMENT OF THE PHYTOMICS AND OTHER TECHNOLOGIES

In order to maintain its state-of-the art expertise and increase its competitive advantages in industrial plant biotechnology and phytochemistry, MH-B will pursue the development of its Phytomics Technologies. Within the next 3 years and as illustrated in section 4.6, Phytomics R&D activities will be focused on

1.	Maintaining MH-B’s extensive collection of over 2,200 plant species in culture, which represent an immense source of natural and novel phytochemodiversity immediately available for discovery and production projects as well as a powerful tool in marketing MH-B Phytomics bioprocesses to prospective partners;
2.	Developing and implementing suitable cryo-preservation protocols and systems for long term, secured conservation of MH-B’s extensive collection of plant species in culture, especially with respect to patent requirements and industrial scale production of high value plant products;
3.	Pursuing the development of the basic plant cell culture bioprocess, using novel bioengineering and genetic engineering approaches applied to model and commercial biosystems in development, in order to maximize yields and productivity of targeted products;
4.	Developing and optimizing downstream operations at pilot scale (10-100 g), including those directly interfacing the cell culture process, in order to improve net production yields of purified targeted products;
5.	Scaling up the Phytomics Technologies from the current 50 L bioreactor to industrial size bioreactors of much larger quantities, including associated downstream processing operations, for the production of purified plant products; this investment project will be undertaken with respect to current and anticipated market demand for discovery and production projects.
6.	Replenishing and expanding the company’s purified phytochemical library with respect to current and anticipated demand for discovery projects since this expensive undertaking involves long lead times.

MH-B will also develop a generic technico-economic model that can be applied to a variety of production projects to evaluate their main economic parameters and financial viability.

Co-currently, MH-B also intends to develop cGMP extraction, formulation, encapsulation and packaging facilities that will initially be used for natural source MMH™ products being commercialized by its parent company, Millenia Hope Inc.

These activities will be financed internally and through contribution from product discovery and production projects. In due course, MH-B intends to develop its own industrial scale production facilities to meet market increasing demands.

MARKETS FOR MH-B’S TECHNOLOGIES AND PRODUCT OFFERINGS

For the Pharmaceutical Industry

Pharmaceutical products represent the largest segment of the chemical market with annual sales of US$492B in 2003. The market of plant-based drugs is estimated at more than US$40B per year. The major markets in the pharmaceutical industry are the USA, Japan, Germany, France, UK, Italy and Canada. The R&D budget of the pharmaceutical industry in the US is estimated at US$58B, representing 11.8% of sales of which 60% is spent on clinical trials.

MH-B intends to undertake drug discovery and complex phytochemical production projects for the pharmaceutical industry. The sizes of these market segments are estimated at

• Approximately US$4.6B/y for drug discovery excluding preclinical studies (assuming 8% of R&D being spent on drug discovery projects according to (5)),

• Approximately US$47M/y for phytochemical production R&D projects (assuming 1% of R&D spending on plant-based pharmaceuticals ($4.7B) being spent for such projects), and

• Approximately US$0.7B/y for compound sales to pharmaceutical companies (assuming that plant-derived active principles represent 7% of final plant product sales and that 25% of desired phytochemicals cannot be industrially synthesized at industrial scale).

36

Within the next 3-5 years, MH-B’s objectives are to capture 0.2% of the drug discovery segment ($9M/y), 2% of R&D production projects ($0.9M/y) and 2% of phytochemical-based active principles ($14M/y).

For the Cosmetic Industry

The world market for cosmetics was estimated at US$211B in 2003, of which approximately 35% (US$74B) is plant-based. The R&D spending of this industry is estimated at 3% of total sales or US$6B per year. MH-B intends to undertake product discovery and complex plant-derived product production projects with the cosmetic industry. The sizes of these market segments are estimated at

• Approximately US$0.6B/y for product discovery excluding development studies (assuming 10% of R&D spending on product discovery projects),

• Approximately US$22M/y for R&D production projects (assuming 1% of R&D spending on plant-based cosmetic products ($2.2B) being spent on such projects), and

• Approximately US$5.9B/y for plant-based ingredient sales to cosmetic companies (assuming that plant-derived active ingredients represent 8% of final plant-based product sales (the natural origin of products is critical in this market)).

Within the next 3-5 years, MH-B’s objectives are to capture 1% of the product discovery segment ($6M/y), 5% of R&D production projects ($1M/y) and 0.5% of plant-derived active ingredients ($29M).

Nutraceuticals and functional foods represent the fastest growing segment of the chemical industry with annual growth rates of 20% in some European countries. Global sales in this market were US$138B in 2000 and are expected to increase to US$ 500B by 2010. The largest markets are Japan followed by the US and Europe (mainly the UK, Germany and France). Plant-based products sold for US$ 18.5B in 2000, or 13.5% of this market. The World demand for nutraceutical natural and synthetic chemicals was US$8B in 2005, growing at an annual rate of 6%. The R&D spending of this industry is varies from 3% to 12% of total sales or over US$4B per year.

MH-B intends to undertake product discovery and complex plant-derived product production projects with the nutraceutical industry. The sizes of these market segments are estimated at

• Approximately US$24M/y for product discovery excluding development studies (assuming 10% of R&D spending on product discovery projects),

• Approximately US$12M/y for R&D production projects (assuming 5% of R&D spending on plant-based nutraceutical products ($0.5B) being spent on such projects), and

Within the next 3-5 years, MH-B’s objectives are to capture 6% of the product discovery segment ($1.5M/y), 6% of R&D production projects ($0.7M/y) and 0.2% of ingredient sales ($16M).

In summary, MH-B’s objectives are to generate US$16.5M/y and US$2.6M/y of profitable product discovery and R&D production projects, respectively, in the targeted markets with the next three years excluding milestone and royalty payments. In addition, MH-B expects that the latter projects will translate into US$59M/y profitable production contracts within the next 3-5 years depending on the availability of suitable production facilities.

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Market (US$/yr)	Overall Market Size	Estimated R&D Spending	MH-B Target Market Share
Pharmaceuticals	$492 Billion Plant-based products: $40 Billion (2003)	$58 Billion (11.8%)
1- Drug Discovery		$4.6Billion (8% of R&D)	$9 Million (0.2%)
2- R&D production projects		$47Million (1% of plant-based R&D)	$0.9Million (2%)
3- Supply of plant-derived		$0.7B (7% *25% of plant-based)	$14Million (2%)
Active principle
Cosmetics	$211 Billion Plant-bases: $74Billion (2003)	$6 Billion (3%)
1- Product Discovery		$0.6 Billion (10% of R&D)	$6Million (1%)
2- R&D production projects		$22 Million (1% of plant-based R&D)	$1Million (5%)
3- Sales of plant-derived ingredients		$5.9 Billion (8% of plant based)	$29Million (0.5%)
Nutraceuticals	$8 Billion (2005)	$240 Million (3%)
1- Product Discovery		$24Million (10% of R&D)	$1.5Million (6%)
2- R&D production projects		$12Million (5% of R&D)	$0.7Million (6%)
3- Sales of ingredients		$8Billion	$16Million (0.2%)

38

EMPLOYEES

As of September 5, 2006, all of our 12 employees are full time employees. The responsibilities of our employees are briefly summarized as follows:

Leonard Stella - - Chief Executive Officer and Director: reviews summarie of its day to day operations, long term strategic planning and operational coordination; head of the sales and marketing teams; handles overall coordination of all scientific testing, etc.

Jean Archambault - President & Chief Operating Officer-Director: Responsible for all day to day operations of MH-B, with support of the CDO and CTO; involved in business development activities with respect to external partners and project coordination, assists in sales and marketing effect;

Bahige Baroudy – Chief Scientific Officer - assists the COO with day to day functions, reviews all scientific data of MH-B heads up all new drug discovery efforts of both MH-B and the parent company

Robert Williams - Chief Development Officer-Director: responsible for supervision of the fulfillment of all contracts; directly involved in management of all scientific teams and projects; assists Plant Biology Group’s scientific endeavors as needed.

Dany Aubry - Chief Technical Officer-Director: responsible for direct operation and management of the application of all contracts; directly involved in management of all functional groups and projects; responsible for plant maintenance and facility expansion;

Martin Gaudette - head of the Biosynthesis and Bioprocess Engineering group; project leader for the L’Oreal Phase 1 project; assists in building maintenance..

Steve Fiset - heads the Bioprocess Scale-up group; responsible for all IT applications at MH-B; assists the Biosynthesis and Bioprocess Engineering group.

Luc Lavoie - head of the Purification group; involved in operation and maintenance of all analytical equipment.

Yvan Chapdelaine – head of the plant biology group; Project Leader for the Pierre Fabre Phase1 project; responsible for all Genetic applications at MH-B.

Chantal Paquin – controller; responsible for all Human Resources; directly involve in financial management at MH-B.

Sophie Roy – works in the Plant Biology group; responsible for maintenance of bank of cell lines.

Francois Harrison – Chemist - works in the Purification group; responsible for the extraction, separation and purification of active compounds assists in the drug discovery efforts;

In addition, we have access to additional clerical services. None of our employees belongs to a union and we believe that our relations with our employees are good. We know of no conflicts of interest between any of our officers and us. We have entered into a work contract with each employee to the exception of Mr. Leonard Stella, our CEO.

DESCRIPTION OF PROPERTY

We lease our corporate offices at 500, Cartier boulevard West, 4^th floor, Laval, Quebec at a monthly rate of $50,000 per month rental, excluding office expenses, pursuant to the terms of a month-to-month lease commencing Ferbruary 9, 2006.

39

LEGAL PROCEEDINGS

We are not currently party to any material legal proceedings.

MATERIAL AGREEMENTS

On March 2, 2006, we entered into a consulting agreement with 9111-9081 Quebec Inc. for it to find suitable partners for the financing, licensing or selling of MH-B’s technologies and/or MH-B’s research programs.

We have entered into a number of employment agreements with our employees We have attached the key employment agreements of our 4 officers to the SB-2 Registration Statement as exhibits.

40

MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our executive officers and directors.

Name	Age	Position
Leonard Stella	44	Chief Executive Officer and Director (Principal Financial Officer)
Jean Archambault	53	President, Chief Operating Officer and Director
Bahige Baroudy	54	Chief Science Officer and Director
Dany Aubry	35	Chief Technical Officer and Director
Robert Williams	43	Senior Science Officer and Director

Set forth below is certain biographical information regarding our executive officers and directors:

The above listed officers and directors will serve until the next annual meeting of the shareholders or disqualification, or until their successors have been duly elected and qualified. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. Officers of the Company serve at the will of the Board of Directors. To our knowledge, there are no agreements or understandings for any officer or director to resign at the request of another person nor is any officer or director acting on behalf of or is to act at the direction of any other person other than in his fiduciary capacity of and for the benefit of us and at our direction.

Mr. Leonard Stella, CEO and Director

Mr. Stella has a Bachelor of Arts from McGill University, and received his Graduate Diploma in Administration from Concordia University in 1986. In 1987 Mr. Stella founded and operated a residential and commercial property developer, Dominion City Development and in 1991, he founded Trans-Immobilia, a residential property company. In 1997 he became the principal founding partner and is now the Chief Executive Officer of Millenia Hope Inc., the parent company of MH-B. Mr. Stella’s strategic vision, which guides Millenia Hope Inc., led to the acquisition of MH-B by Millenia in February 2006.

Jean Archambault, Ph.D., MBA- President and COO

Dr. Archambault was the founder, and served as President and CEO, of Avance Pharma (formally also know as Phytobiotech Inc.) from 1997 to 2005, having also served during that period as a Director after the company’s inception in 1997. Dr. Archambault directed the development of Avance’s Phytomics Technologies. Prior to Avance, Dr. Archambault was a professor and head of the Chemical Engineering Department at the Université du Québec à Trois-Rivières (1991-1999) and an associate professor at the École Polytechnique de Montréal (1993-1999). From 1987 to 1991, Dr. Archambault was Head of the Cell Culture Group at the National Research Council of Canada’s Biotechnology Research Institute in Montreal, where he developed and directed all mammalian, insect and plant cell culture bioengineering R&D activities. From 1973 to 1983, Dr. Archambault held various engineering and management positions in industry. He received his Ph.D. (1988) from McGill University in Biochemical Engineering. His MBA was also obtained from McGill University in 1981.

Dr. Bahige Baroudy – Chief Science Officer and Director

Dr. Baroudy joined Avance Pharma in early 2004 (of which the equipment and intellectual property were recently acquired by our subsidiary, Millenia Hope Biopharma) and was responsible for leading the company’s drug discovery efforts. He has 25 years of industry/academic experience in basic research, infectious disease drug discovery and virology. Prior to joining Avance, Dr. Baroudy was Group Director, Antiviral and Antimicrobial Therapy at the Schering-Plough Research Institute (Kenilworth, New Jersey). While at the Schering Plough Research Institute, Dr. Baroudy spearheaded the successful development of CCR5 antagonists that are currently in human clinical trials as HIV entry inhibitors. Dr. Baroudy earned a place on “The Scientific American 50” list as the top Research Leader of 2003 in the Medical Treatment category for this contribution. Prior to joining Schering-Plough, Dr. Baroudy was Director, Division of Molecular Virology at the James N. Gamble Institute of Medical Research from 1989 to 1995, where he established research programs in viral hepatitis and liver diseases, HIV/AIDS and vaccinia virus expression and pathogenesis. From 1985 to 1989, Dr. Baroudy was Research Associate Professor in the Division of Molecular Virology and Immunology at Georgetown University. From 1979 to 1985, Dr. Baroudy worked at the NIH in the Laboratory of

41

Infectious Diseases, the Laboratory of Molecular Oncology and the Laboratory of Biology of Viruses. Dr Baroudy received his Ph.D. in Biochemistry from Georgetown University.

Dany Aubry, Chief Technical Officer and Director.

Mr. Aubry received his M.Sc. in bioengineering from École Polytechnique de Montréal in 1995 and his B.Sc. in Chemical Engineering from the Université du Québec à Trois-Rivières (UQTR) in 1993. Mr. Aubry was the Director of Operations at Avance Pharma from 2002 to 2005, overseeing all operational aspects of its Phytomics Technologies including the R&D programs, cell line generation, biosynthesis and purification of phytochemicals, scale-up of bioprocesses, setting up of laboratory facilities, as well as control of the supply chain for drug discovery activities. In total, Mr. Aubry has 13 years of direct experience in developing plant cell culture bioprocesses, having acted as the leader of the biosynthesis group from 2000 to 2002 at Avance, following his tenure as a bioprocess engineer from 1995 to 2000. His expertise in plant cell cultures covers production of secondary metabolites, somatic embryo and Endomycorrhiza production, as well bioreactor design and bioprocess control.

Robert D. Williams, Ph.D.- Chief Development Officer and Director

Dr. Williams received his B.Sc. Honours in Chemistry from Acadia University in 1984 investigating “Inhibitors of ß-galactosidase”. He then went on to obtain his Ph.D. in Biochemistry in 1990 from the University of Guelph, under the direction of Dr. Brian Ellis for his investigations on “Alkaloids from normal and Ri transformed tissues of Papaver somniferum”. From there he then spent two years at the Biotechnology Research Institute in Montreal working with Dr. Jean Archambault on plant cell culture technology. He subsequently moved to École Polytechnique de Montréal and worked on a variety of projects in the area of plant cell culture on which he has published numerous papers. As one of the cofounders of Avance Pharma, he had been instrumental since 1997 in the development of its cell culture facility and in all aspects of the generation of its proprietary library of purified fractions. Dr. Williams has extensive cell culture expertise for the generation of cell lines from selected plant species.

Committees

We have no standing audit, nominating and compensating committees of the Board of Directors or committees performing similar functions. Under the Sarbanes-Oxley Act of 2002, each public company is required to have an audit committee consisting solely of independent directors and to explain whether or not any independent director is a financial expert. In the event the public company does not have an audit committee, the Board of Directors becomes charged with the duties of the audit committee. We intend to adopt such a committee upon the acceptance of the present Registration by the Securities Exchange Commission. In the event we are successful in the future in obtaining independent directors to serve on the Board of Directors and on a newly formed audit committee, of which there can be no assurances given, the Board of Directors would first adopt a written charter. Such charter would be expected to include, among other things:

- annually reviewing and reassessing the adequacy of the committees formal charter;

- reviewing the annual audited financial statements with the adequacy of its internal accounting controls;

- reviewing analyses prepared by our management and independent auditors concerning significant financial reporting issues and judgments made in connection with the preparation of its financial statements;

- being directly responsible for the appointment, compensation and oversight of the independent auditor, which shall report directly to the Audit Committee, including resolution of disagreements between management and the auditors regarding financial reporting for the purpose of preparing or issuing an audit report or related work;

- reviewing the independence of the independent auditors;

- reviewing our auditing and accounting principles and practices with the independent auditors and reviewing major changes to our auditing and accounting principles and practices as suggested by the independent auditor or its management;

- reviewing all related party transactions on an ongoing basis for potential conflict of interest situations; and

- all responsibilities given to the Audit Committee by virtue of the Sarbanes-Oxley Act of 2002.

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Code of Ethics

Effective March 3, 2003, the Securities and Exchange Commission requires registrants like us to either adopt a code of ethics that applies to our Chief Executive Officer and Chief Financial Officer or explain why we have not adopted such a code of ethics. For purposes of item 406 of Regulations S-K, the term “code of ethics” means written standards that are reasonably designed to deter wrong doing and to promote:

- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships:

- Full, flair, accurate, timely and understandable disclosure in reports and documents that the company files with, or submits to, the Securities & Exchange Commission and in other public communications made by us;

- Compliance with applicable governmental law, rules and regulations;

- The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

- Accountability for adherence to the code.

Upon acceptance of the present Registration, we will adopt the aforementioned Code of Ethics.

43

EXECUTIVE COMPENSATION

Compensation of Executive Officers

Summary Compensation Table. The following information relates to compensation received by our officers in fiscal years ending November 30, 2005, 2004, 2003 whose salary and compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE

	Annual Compensation								Long-Term Compensation
Name and Principal Position	Fiscal Year		Salary		Bonus		Other Annual Compensation		Restricted Stock Award(s)		Securities Underlying Options
Leonard Stella (1)		2005		0		0		0		0		0
Chief Executive Officer		2004		0		0		0		0		0
		2003		0		0		0		0		0
Jean Archambault (2)		2005		0		0		0		0		0
President		2004		0		0		0		0		0
		2003		0		0		0		0		0
Bahige Baroudy (3)		2005		0		0		0		0		0
Chief Science Officer		2004		0		0		0		0		0
		2003		0		0		0		0		0
Dany Aubry (4)		2005		0		0		0		0		0
Chief Technical Officerr		2004		0		0		0		0		0
		2003		0		0		0		0		0
Robert Williams (5)		2005		0		0		0		0		0
Chief Development Officer		2004		0		0		0		0		0
		2003		0		0		0		0		0

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For the fiscal year ended November 30, 2006 (December 1, 2005 – May 31, 2006)

(1)	Mr. Stella received $0 in compensation
(2)	Dr. Archambault received $26,250 in compensation
(3)	Dr. Baroudy received $35,000 in compensation
(4)	Mr. Aubry received $19,395 in compensation
(5)	Dr. Williams received $19,395 in compensation

Option Grants Table. The following table sets forth information concerning individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table during fiscal year ended November 30, 2005.

OPTIONS GRANTS IN PRESENT FISCAL YEAR (Individual Grants)

Name Number of securities
underlying options
granted (#) Percent of total
options granted to
employees in last
fiscal year Exercise or base
Price ($/Share) Expiration Date

          None

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

Aggregated Option Exercises and Fiscal Year-End Option Value Table. The following table sets forth certain information regarding stock options exercised during fiscal year ending November 30, 2005, by the executive officer named in the Summary Compensation Table.

Name	Shares acquired on exercise (#)	Value realized ($)	Number of Securities Underlying Unexercised Options at Fiscal Year-End(#)	Value of Unexercised In-the-Money Options at Fiscal Year- End($)(1)
			Exercisable/ Unexercisable	Exercisable/ Unexercisable

          None

Employment Contracts

We have entered into employment contracts with our employees and key personnel, with the exception of Mr. Leonard Stella our Chief Executive Officer.

Compensation of Directors

No director receives any compensation for serving on our Board of Directors.

45

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information derived from the named person, or from the transfer agent, concerning the ownership of common stock as of September 5, 2006, of (i) each person who is known to us to be the beneficial owner of more than 5 percent of the common stock; (ii) all directors and executive officers; and (iii) directors and executive officers as a group:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Millenia Hope Inc. (2) 1250 Rene Levesque W, suite 2200 Montreal, Quebec, CANADA	30,008,000	75%
2632-3345 Quebec Inc.(3) 3400 Souvenir, suite 320 Laval, Quebec Canada	7,592,000	19%

(1)	Based on 40,000,000 issued and outstanding shares as of September 5, 2006.
(2)	Millenia Hope, Inc. is a 1934 Exchange Act company. For information on its shareholdings, specifically its principal shareholders, please refer to its 1934 Exchange Act filings listed on the SEC’s website at www.sec.gov.
(3)	Paolo Mori, President of 2632-3345 Quebec Inc.

SELLING STOCKHOLDERS

Name of Selling Stockholder	Shares Beneficially owned Before offering	Offering	After offering
2632-3345 Quebec Inc.	7,592,000	7,592,000	0
Cede& Co. (1)	599,910	599,910	0
(1) Reflects shares held by Cede & Co. in “street name”
GEORGES ADAM	439	439	0
GEORGES ADAMS	3 003	3 003	0
CHARLES ALBANO	176	176	0
FRANCESCA ALBANO	9 871	9 871	0
AFTAB AL HASSAN	5 272	5 272	0

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ANNA ALLAN	141	141	0
ALL SAFE LLC	4 394	4 394	0
ISABEL ALVES	26	26	0
AMBROSIA CORP	83 740	83 740	0
RAYMOND ANDERSON	18	18	0
ARTURO ANIEVAS	1 582	1 582	0
ARTURO ANIEVAS CUST -ALEXANDER ANIEVAS UNDER	176	176	0
ANTHONY ARCURI	439	439	0
DOMENIC ARCURI	879	879	0
ARIKEA INSULUM SOCIEDAD ANONIMA	1 757	1 757	0
ISABELLE ARNOLD	88	88	0
ANNE-MARGOT ARSENAULT	18	18	0
FRANCINE ARSENAULT	30	30	0
GEORGES ALEXANDRE ARSENAULT	18	18	0
GILLES ARSENAULT	301	301	0
LEONARD ARSENAULT	282	282	0
RAYMOND ARSENAULT	60	60	0
ROLANDE ARSENAULT	36	36	0
ASPAC BIOMARK	68 539	68 539	0
SALEHI ASSAD	264	264	0
BARINDER ATHWAL	837	837	0
JACQUES AUBRY	35	35	0
JOHN AXMIT	4	4	0
ANIL BADABOUDINE	60	60	0
ABDOULAYE BAH	2 636	2 636	0
BRUNO BALLARANO	123	123	0
RENE BANDET	457	457	0

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NGUYEN MINH NGOC BAO	527	527	0
LYNE BARRY	12	12	0
JEAN BASTIEN	376	376	0
JEAN FRANCOIS BASTIEN	397	397	0
JULIE BASTIEN	12	12	0
MARTINE BASTIEN	18	18	0
SERGE BEAUDOIN	420	420	0
ALAIN BEAUREGARD	4	4	0
MARCEL BEAUDRY	53	53	0
MARC BEAUREGARD	35	35	0
STEPHANE BEAUREGARD	4	4	0
ANDRE BEAULIEU	289	289	0
MARC BEAUSEJOUR	313	313	0
PATRICK BEDARD	5 859	5 859	0
ALICE BEDROSSIAN	88	88	0
MICHEL BEDROSSIAN	53	53	0
JEAN PHILIPPE BEGIN	35	35	0
FLORIAN BELHUMEUR	1 757	1 757	0
ENZO BELLANCA	70	70	0
MESSOD BENDAYAN	18	18	0
DANIEL BENJAFIELD	18	18	0
CLEMENT BENOIT	301	301	0
GILLES BENOIT	120	120	0
VIOLETTA BENOIT	241	241	0
CHRISTIAN BERGERON	879	879	0
NELSON GERGERON	241	241	0
GILLES BERNARD	145	145	0
JOEL BERNIER	169	169	0
THERESE BERNIER	24	24	0

48

FREDERIC BERTOLDI	351	351	0
AMIR ALI BHOJANI	30	30	0
GEORGE BINET	4 921	4 921	0
BIOMED PHARMA	5 805	5 805	0
BIO-T CONSULTANTS INC	93 028	93 028	0
ANDRE BISSONNETTE	281	281	0
JOHANNE BLAIS	67	67	0
RICHARD BLAIS	296	296	0
DAVID WAYNE BLANCHETTE	20	20	0
DENIS BLAQUIERE	1 648	1 648	0
FRANCE BONIN	96	96	0
LAURETTE BORDUAS	36	36	0
LOUISE BORYS	95	95	0
WALTER BORYS	60	60	0
CLAUDE BOSSE	5 272	5 272	0
GINO BOSSIO	203	203	0
JOCELYNE BOUCHER	120	120	0
STEPHANE BOUCHER	12	12	0
BEVERLY BOUDREAULT	88	88	0
BOB BOUDREAULT	88	88	0
DENIS BOUDRIAS	24	24	0
SERGE BOULAIS	234	234	0
FRANCINE BOULERICE	24	24	0
JACQUES BOURBONNAIS	1 054	1 054	0
GERALD BOURDON	398	398	0
ROLANDE BOURDON-CARBONNEAU	24	24	0
ROLLANDECARBONEAU-BOURDON	24	24	0
DAVID BOURNE	18	18	0

49

PATRICIA BOURNE	18	18	0
FRANCOIS BOURRET	602	602	0
MICHEL BOUTIN &CHRISTIANE NOLET JT TEN	123	123	0
RAOUL BOUVIN	125	125	0
ALAIN BOYER	12	12	0
JOCELYNE BRASSARD	5	5	0
LUCIE BRASSARD	30	30	0
BRIGITTE BRIE	60	60	0
BENOIT BRIERE	481	481	0
SYLVAIN BRIERE	823	823	0
RICHARD BRODMAN	1 098	1 098	0
LORNE BROTMAN	176	176	0
MAXWELL BROTMAN	619	619	0
STACEY BROTMAN	176	176	0
PIERRE BRUNELLE	60	60	0
JOCELYNE BRUNET	74	74	0
RINO BUFFONE & ANTONIO DI VINCENZO JTTEN	239	239	0
JOE T BUSBY	35	35	0
DORIS BUSQUE	181	181	0
JACINTHE BUSQUE	60	60	0
MARGARET BYWATERS	2 636	2 636	0
M JOSE CABELLOS	70	70	0
CLAUDE CADORETTE	12	12	0
RICHARD CAHILL	18 927	18 927	0
PIETRO CALCARA	49	49	0
128413 CANADA LTD	176	176	0
4049870 CANADA INC	2 636	2 636	0

50

4170059 CANADA INC	17 802	17 802	0
4220-1116 CANADA INC	3 515	3 515	0
4291034 CANADA INC	29 876	29 876	0
ANGELA CAPURSO	3 368	3 368	0
CHRISTIAN CARDINAL	12	12	0
ANTONIO CARNEVALE	1 757	1 757	0
MARCEL CARPENTIER	176	176	0
PETER CARR	18	18	0
JOE CARUSO	62	62	0
GAIL CASEY	4	4	0
LEONARDO CASTIELLO	1 494	1 494	0
ANTONIO CASTILIANO	365	365	0
GIUSEPPE CASTIGLIONE	19 106	19 106	0
SOFIA CATALINI	165	165	0
ROSS CATION	4	4	0
GEORGE CATTAN	120	120	0
DARREN CAVANAGH	176	176	0
FRANK CAVANAGH	176	176	0
JACQUES CAYER	53	53	0
GEORGES CHALMERS	2	2	0
FREDERICK CHAMPAGNE	808	808	0
NICOLAS CHAMPAGNE	808	808	0
ALEXANDRE CHAPDELAINE	72	72	0
CARINE CHAPDELAINE	72	72	0
JULES CHAPDELAINE	120	120	0
SUZANNE CHAPDELAINE	241	241	0
ANDRE CHAREST	72	72	0
MARCH CHARRETTE	86	86	0
LANGIS CHARRON	241	241	0

51

ROBERT CHELHOT	120	120	0
JOHN CHESNUTT	4	4	0
STEVEN CHESNUTT	4	4	0
JACQUES CHIASSON	181	181	0
DENIS CHICOINE	202	202	0
JEAN PIERRE CHICOINE	120	120	0
JULES CHICOINE	602	602	0
DAVID CHITYAL	2 197	2 197	0
PERRY CHOINIERE	13 181	13 181	0
NBCN CLEARING INC FBO -PERRY CHOINIERE 1AVFGYA	703	703	0
SYLVAIN CHOINIERE	293	293	0
JUSTINE CHOLETTE	313	313	0
MICHEL CHOLETTE	1 493	1 493	0
PHILIPPE CHOLETTE	60	60	0
MICHEL CHOQUETTE	11	11	0
CHRISTOS CHRISTOU	780	780	0
STEPHANE CHRETIEN	176	176	0
SORIBA CISSE	6 063	6 063	0
CLOMAX INC	59	59	0
LINDA COALLIER	18	18	0
RAFFAEL COBUZZI	36	36	0
THOMAS COFFEY	98	98	0
RONIN COHEN	26	26	0
RENE COMPTOIS	120	120	0
DENISE COMTOIS	60	60	0
ROBERT COMTOIS	84	84	0
RODNEY COOMER	2	2	0
CHANTAL CORBEIL	18	18	0

52

MYLENE CORBEIL	18	18	0
SUZANNE CORMIER	32	32	0
ANDRE CORRIVEAU	96	96	0
ADRIEN CORRIVEAU	602	602	0
GISELLE CORRIVEAU	87	87	0
BRIAN COSTELLO	1 757	1 757	0
BRIAN COSTELLO JR	1 757	1 757	0
BERTHE BLANCHETTE COTE	61	61	0
CLAIRE COTE	60	60	0
JEAN MARC COTE	189	189	0
DAVID COULL	148	148	0
JOAN COULL	148	148	0
CELINE COULOMBE	181	181	0
SOLANGE COULOMBE	60	60	0
ALAIN COUSINEAU	527	527	0
LYNE COUTURE	176	176	0
CREATION PUBLICITAIRES INC	120	120	0
SYLVANO CRIVELLO	89	89	0
DIANE CULLEN	293	293	0
FRANK CURTI	26	26	0
EDWARD CUTLER	967	967	0
YVES CYR	120	120	0
PIERRE DAGENAIS	264	264	0
BERNARD DALLAIRE	18	18	0
FILOMENA D’ANDREA	239	239	0
JOSEPH DANIELE	12 571	12 571	0
GIUSEPPE DANIELLE	17 574	17 574	0
CHANTAL DANSEREAU	60	60	0

53

NGUYEN THI DAO	8 787	8 787	0
BENOIT DAOUST	24	24	0
DIANE DAOUST	60	60	0
CHRISTIAN DAVIAU	1 757	1 757	0
LAILA DEBS	60	60	0
ANNA MARIA DEL BELLO	527	527	0
FRANK DEL BELLO	4 394	4 394	0
NINO DEL BELLO	4 394	4 394	0
PASCAL DELCY	264	264	0
MANON DELISLE	12	12	0
BRUNO DELORME	24	24	0
JACQUES DELORME	351	351	0
FILOMENA DELUCA	105	105	0
ANGELO DE LUCIA	105	105	0
JACQUES DENONCOURT	18	18	0
JOHANNE DEPOT	60	60	0
JEAN GERALD DESIRE	2 724	2 724	0
MARIO DESJARDINS	62	62	0
MANON DESROSIERS	120	120	0
FRANK DIACO	207	207	0
J DIAVATIS	70	70	0
KENNETH DI BREWIN	228	228	0
LUCIANO DI MARCO	615	615	0
ROBERTO DI MARCO	615	615	0
BICH VAN DINH	5 272	5 272	0
LOISEL DIOGENE	12	12	0
CHRISTIAN DIONNE	24	24	0
AURORA DI PAOLA	18	18	0
ANTONIO DI VINCENZO	214	214	0

54

DM INVESTMENTS	35 148	35 148	0
MOHAMMED DOCRAT	45	45	0
DIETER DOEDERLINE	4	4	0
CHRISTIAN DONATO	15	15	0
DANIEL DONAVAN	351	351	0
TOM DOUGLAS	72	72	0
SID DRAPKIN	88	88	0
ERIC DROUIN	181	181	0
FANNY DUBUC	12	12	0
ROBERT DUCA	176	176	0
GREGORY DUCOS	28	28	0
SYLVIE DUFAUX	24	24	0
JEREMIE DUFOUR	3 515	3 515	0
REAL DUFOUR	879	879	0
JACQUELINE DUHAMEL	24	24	0
MARIO DUMAIS	1 054	1 054	0
JEAN-MARIE DUMESNIL	248	248	0
GIZELLE DUMONT	120	120	0
JESSICA DUMONT	88	88	0
JOSIANE DUMONT	88	88	0
LOUISE DUMONT	12	12	0
MARC ANDRE DUMONT	30	30	0
TRUONG VAN DUNG	176	176	0
ANDRE EMOND	60	60	0
DENIS EMOND	5 861	5 861	0
GIULIANO ERCOLI	25	25	0
SYLVAIN ETHIER	241	241	0
GUY FAFARD &MICHEL FAFARD JT TEN	72	72	0

55

FENCO	1 757	1 757	0
FENCO ASSOCIATES	2 074	2 074	0
JEAN-PIERRE FERLAND	1 318	1 318	0
ROBERT FERRARO	176	176	0
FIDUCIE S.A.M.	14 059	14 059	0
COLLETTE FILION	53	53	0
COLETTE FILLION	16	16	0
ROBERT FITZGERALD	2	2	0
LEDO. RAFAEL COLON FLORES	88	88	0
FONDATION JEUNESSE IN’AFU	249	249	0
LES FORD	2	2	0
ALEXANDRE FORTIER	60	60	0
DANY FORTIER	30	30	0
GUY FORTIN	989	989	0
MARIO FORTIER	241	241	0
CHANTAL FORTIN	60	60	0
FRANCE FORTIN	12	12	0
GUY FORTIN	717	717	0
DONALD FRANCES	2	2	0
MARCO FRAPPIER	5 887	5 887	0
BRIGITTE FREGAULT	1 172	1 172	0
NBCN CLEARING INC FBO- DOMINIQUE FREGAULT	908	908	0
FRANCOIS FREGAULT	60	60	0
GINETTE FREGAULT	908	908	0
MARC-ANDRE FREGAULT	908	908	0
PATRICIA FRONTEIRA	70	70	0
JOHN FUOCO	204	204	0
MICHEL GAGNE	24	24	0

56

ANDRE GAGNON	176	176	0
GEORGES GAGNON	60	60	0
RICHER GAGNON	60	60	0
FRANCES H GAJANO	124	124	0
PATRICK GALLAME	84	84	0
GARDERIE LA BASCULE INC	301	301	0
DAVID GAUDETTE	1 054	1 054	0
GILLES GAUDETTE	785	785	0
STEPHANIE GAUDETTE	12	12	0
FRANCE GAUTHIER	4 394	4 394	0
MAURICE GAUTHIER	589	589	0
GDCI CAPITAL INC	7 820	7 820	0
CLAIRE GEOFFRION	70	70	0
GESTION & CONULTATION MP BEAUDOIN	24	24	0
GESTION LA SOLUTION LTD	9 666	9 666	0
GESTION SERBEAU INC	96	96	0
GESTION SYLVAIN TREMBLAY (1998) INC	289	289	0
CRISTINE GHAKIS	1 757	1 757	0
MIKE GHAKIS	5 272	5 272	0
PATRICK GHAKIS	1 757	1 757	0
CLAIRE GIARD	72	72	0
SELONKOUE FEIBONAZOUI GILBERT	879	879	0
MARTINE GINGRAS	14	14	0
DANIEL GINGUES	351	351	0
GABRIELE GIOBI	35	35	0
MAURIZIO GIOBI	118	118	0
HENRI GIRARD	35	35	0

57

CONSULTANT JEAN PIERRE GIRARD	35	35	0
PIERRE GIROUX	72	72	0
SYLVIE GIROUX	120	120	0
CECILE GODIN	18	18	0
MARY GOLDSMITH	9	9	0
MARIO GONCALVES	60	60	0
JACQUES GOYET	120	120	0
K C GRAINGER	4 077	4 077	0
KENNETH C GRAINGER	70	70	0
MARION GRAINGER	381	381	0
CLAUDE GRAVEL	351	351	0
LOUIS GRECO	6 151	6 151	0
GREEN PERFORMANCE S.A.	8 787	8 787	0
GIANNI GRIMALDI	167	167	0
VINCENZA GRIVAS	18	18	0
SABINE GROULX	12	12	0
VANESSA GUAY	439	439	0
MELISSA GUAY	1 318	1 318	0
CLEMENT GUERARD	120	120	0
ANGELE GUILBERT	24	24	0
LOUISE GUILBERT	12	12	0
RAYMOND GUITARD	12	12	0
GUYLAINE GRAVEL	60	60	0
J HAMMEL	879	879	0
JOHN K HAMMEL	351	351	0
MARIE FRANCE HARBEC	18	18	0
SERGE HARBEC	290	290	0
CHRISTINE HARVEY	602	602	0

58

COULOMBE HAYES	28	28	0
PHILIPPE HAYES	60	60	0
HERAN CAPITAL INC	439	439	0
TODD HESKELL	30	30	0
ANDRE HETU	30	30	0
JOHN HIGBINSON SR	2	2	0
LE LE HOANG	8 787	8 787	0
MEIKEN HOHMAN	4	4	0
RORY HOPE	2	2	0
TA NGOC HO	1 406	1 406	0
DENIS HOULD	7	7	0
WILLIAM HUM	60	60	0
HELEN HURTUBISE	53	53	0
THE HONG HUYNH	1 054	1 054	0
THE LANG HUYNH	1 054	1 054	0
THE LAY HUYNH	492	492	0
THE IEM HUYNH	12 302	12 302	0
THE NGHIEM HUYNH	4 657	4 657	0
TRI MINH HUYNH	8 523	8 523	0
LA HY	180	180	0
SALVATORE IAVARONE	235	235	0
ANTHONY IERFINO	8 787	8 787	0
ANTHONY IERFINO & LILLA MAGRI JT TEN	3 515	3 515	0
YAEL IFERGAN	22	22	0
AHMED IKBAL	60	60	0
INCHRAY INVESTMENTS LIMITED	1 582	1 582	0
INTERNATIONAL GLOBAL INVESTMENT	110	110	0
PATRICIA IOANNONI	58	58	0

59

FRANCE IPOTESI	132	132	0
NAILA IQBAL	15	15	0
LISETTE JACQUES	264	264	0
RVD. OMAR JAHEN	88	88	0
MARCELLE JARRY	120	120	0
SYLVAIN JOANNETTE	18	18	0
NAILA JOBAL	15	15	0
DYLAN JOFFRE	117	117	0
HAROLD JOFFRE	937	937	0
DAVID JONES	2	2	0
JPCV CAPITAL	35 148	35 148	0
ANDRE JULIEN	24	24	0
JOHN JURICHKO	141	141	0
HELENE JUTEAU	44	44	0
ROBERT JUTRAS	120	120	0
ZACHARY KARABATSOS	35	35	0
ANTHONY KAUFMAN	18	18	0
JOAN KAUFMAN	18	18	0
K-BRO LLC	4 394	4 394	0
RICHARD J KESSELL	9	9	0
MANA KEUSHGUERIAN	18	18	0
KEYS FAMILY PARTNERS LTD	65 024	65 024	0
TRUONG NHU KHANG	351	351	0
TRUONG NHU KHANH	2 460	2 460	0
KNOTTY PINE HOLDINGS INC	439	439	0
CAROLINE KOCH	176	176	0
BRANDON KOPS	474	474	0
YEHUDA KOPS	98 668	98 668	0

60

KENNETH KWAN	176	176	0
JOCELYN L’ABBEE	88	88	0
REAL L’ABBEE	18	18	0
FRANCOIS PIERRE LABERGE	1 406	1 406	0
BRUNO LABODIE	88	88	0
CAROLE LABRECQUE	235	235	0
GHISLAIN LABRECQUE	235	235	0
JEAN MARIE LABRECQUE	235	235	0
JEAN GUY LABRECQUE	7 618	7 618	0
LISE LABRECQUE	235	235	0
MARIUS LABRECQUE	235	235	0
MARIELLE LABRECQUE	235	235	0
MONIQUE LABRECQUE	235	235	0
NATHALIE LABRECQUE	120	120	0
YOLANDE LABRECQUE	235	235	0
JEREMIE LACASSE	12	12	0
DANIELLE LACROIX	42	42	0
DENIS LAFLAMME	48	48	0
FERNAND LAFLAMME	24	24	0
JEAN CLAUDE LAFLAMME	12	12	0
RENE LAFLAMME	351	351	0
SYLVAIN LAFLAMME	12	12	0
THERESE LAFLAMME	12	12	0
MICHELE LAFRANCOIS	88	88	0
DENNIS LAFRENIERE	2	2	0
PETER LAI	176	176	0
KARINE LALONDE	12	12	0
LIETTE LALONDE	12	12	0
ROBERT LAMARRE	48	48	0

61

YVON LAMBERT	24	24	0
MICHELE LAMOUREUX	60	60	0
FULLER LANDAU	32	32	0
BENOIT LANDRY	24	24	0
LANDRY PEPIN CONSTRUCTION INC	48	48	0
DANIEL LANDRY	821	821	0
DANIEL LANDRY	700	700	0
STEPHANE LANDRY	48	48	0
CLAUDE LAVIGNE	17 574	17 574	0
MARIE-JOSEE LANGEVIN	18	18	0
JEAN PIERRE LANGLADE	37	37	0
GILLES LANGLOIS	84	84	0
GREGORY LANGNER	9	9	0
JEFFREY LANGNER	9	9	0
WILLI LANGNER	18	18	0
DANIELLE LAPIERRE	146	146	0
RENEE LAPIERRE	151	151	0
EVELINE LAPORTE	148	148	0
GILLES LAROSE	849	849	0
DENISE LAROCHELLE	123	123	0
SEBASTIEN LAROCHELLE	53	53	0
ROBERT D LATTAS	439	439	0
VINCENZO LAURELLI	1 142	1 142	0
GILLES LAVALLEE	120	120	0
ROBERT H LAVERS	4	4	0
CLAUDE LAVIGNE	268	268	0
GARY LAVOIE	9	9	0
KATHY LAVOIE	9	9	0

62

PAUL LAVOIE	48	48	0
JOHN LEADER	351	351	0
SHAUN LEARY	351	351	0
FRED LEBEDOFF	88	88	0
FRED LEBEDOFF &BEVERLY LEBEDOFF JT TEN	88	88	0
GILLES LEBEL	879	879	0
ALLEN LEBLANC	30	30	0
ROGER LEBLANC	60	60	0
ANDRE LEBLOND	120	120	0
JEAN PIERRE LECLERC	18	18	0
YOLANDE L’ECUYER	60	60	0
LAURENT LEDUC	334	334	0
JOHN LEEDHAM	2	2	0
PIERRE LEFEBVRE	5 448	5 448	0
DAVID LEGAULT	261	261	0
SUZANNE LEGAULT	3 367	3 367	0
WILLIAM LEHR	703	703	0
GUY LEMIEUX	120	120	0
MICHEL LEONARD	726	726	0
CHARLES LEPAGE	11 775	11 775	0
LES HABITATION MAGRIBEC INC	2 636	2 636	0
CARL LESSARD	60	60	0
LES SVCS INFORMATIQUES JEAN MORIN INC	105	105	0
LEO LEVEILLE	351	351	0
YVAN LEVESQUE	144	144	0
ANTIGONI LIAPIS	3 515	3 515	0
M R S SECURITIES SERVICES INC ITF GEORGE LIAPIS A/C	1 951	1 951	0

63

KOSTA LIAPIS	1 757	1 757	0
MARK LIDSTONE	1 757	1 757	0
HUYNH GIA LONG	1 757	1 757	0
HUYNH QUY LONG	1 757	1 757	0
AURELLA B LORD	120	120	0
ORELLA B LORD	351	351	0
GABRIEL LO RUSSO	35	35	0
JOSEPH LOUIS	88	88	0
PIERRE-FELIX LOUIS	18	18	0
MARIO LOYER	176	176	0
BERTRAND LUSSIER	7 564	7 564	0
DANIELLE LUSSIER	193	193	0
GENEVIEVE LUSSIER	132	132	0
MARIELLE LUSSIER	88	88	0
MELANIE LUSSIER	4	4	0
ROBERT LUSSIER	673	673	0
VERONIQUE LUSSIER	4	4	0
ALAN MAC DONALD	9	9	0
ANNE MAC DONALD	4	4	0
GONTRAND MADORE	120	120	0
LILLA C MAGRI	176	176	0
ROSANNA MAGRI	63	63	0
GHISLAIN MAILLOUX	602	602	0
JACQUES MAILLOUX	123	123	0
ROBERT MALUQORINI	179	179	0
MARIO MARCHAND	126	126	0
CARMINE MARINO	780	780	0
PIERRE MAROIS	4 745	4 745	0

64

STEPHANE MARSAN	185	185	0
MATHIEU MARTEL	12	12	0
MICHEL MARTIAL	48	48	0
ROCCI MASELLA	439	439	0
RICHARD MASSON	88	88	0
JIMMY MAURADIAN	145	145	0
ATHENA MAVRODIS	105	105	0
ANNA MAZOLA	105	105	0
ARTHUR MERCANTE	299	299	0
DIANE PIETTE MERCIER	60	60	0
MICHEL MERCIER	351	351	0
JEAN MESSIER	24	24	0
JOHANNE MESSIER	120	120	0
MET P FORTIER INC	60	60	0
TOMASSO MIELE	527	527	0
ANIELLO DANIEL MILELE	148	148	0
ANDRE MILLETTE	1 757	1 757	0
RUSSELL MILLS	9	9	0
JOSEPH MINCIOTTI	360	360	0
JEAN MIREAULT	501	501	0
ROBERTO MOCELLA	50	50	0
REV VINCENT MONACO	176	176	0
JOHN MOORE	9	9	0
NATALIE PAGUETTE MOORE	84	84	0
DANY MOREAU	11 775	11 775	0
RENE MOREL	9 666	9 666	0
NADIA MORI	1 318	1 318	0
PAOLO MORI	23 725	23 725	0

65

CLOTILDE MARCOTTE MORIN	439	439	0
JEAN MORIN	88	88	0
LISE MORIN	176	176	0
WILLIE MORIN	9	9	0
ALAN MORISHITA	4	4	0
DOMINIQUE MORISOT	2 636	2 636	0
PAOLO MORI	6 451	6 451	0
GIUSEPPE MUCCARI	1 757	1 757	0
GAIL MULLINS	12	12	0
ANDREW MURRAY	527	527	0
DORYS F MURRAY	120	120	0
BILL NAGY	88	88	0
NUYNH AL NHI	1 757	1 757	0
LINDA NICOLACOPOULOS	141	141	0
ANTHONY NINI	18	18	0
GILLES NOISEAUX	879	879	0
FERNAND NOLET	41	41	0
ANDREW NOWOSTAWSKY	48	48	0
SYBIL OGILVIE	9	9	0
PETER O’NESI	4	4	0
MARC ST. ONGE	545	545	0
ONTARIO	60	60	0
OPEN FACE INTERNET	527	527	0
JACQUES OUELLET	88	88	0
PIERRE OUELLET	120	120	0
RICHARD OUELLETTE	4 701	4 701	0
YVAN OUELLET	301	301	0
MICHEAL OWENS	9	9	0

66

RICHARD PANBRUN	36	36	0
CHRISTINE PANGALO	70	70	0
REA PANGALO	105	105	0
MAURICE PAQUETTE	1 013	1 013	0
SIMON PAQUETTE	12	12	0
GAETAN PARADIS	1 757	1 757	0
SUZANNE PARADIS	96	96	0
MICHAEL PARNIAK	1 757	1 757	0
ANTONIO PARZIALE	119	119	0
ANTONIO PARZIALLE	378	378	0
TONY PARZIALE	732	732	0
ARMAND PATENAUDE	1 144	1 144	0
LOUIS-PHILLIPPE PAULET	54	54	0
FRANCINE PAUZE	203	203	0
CAROLE PELLETIER &RENE MARCOTTE JT TEN	88	88	0
NANCY PELLETIER	12	12	0
PAUL PELOQUIN	26	26	0
PENSON FINANCIAL SERVICES OF CANADA INC	12 741	12 741	0
ANDRE PEPIN &JULIE PEPIN JT TEN	6	6	0
ANDRE PEPIN	1 798	1 798	0
DAVID PEPIN	439	439	0
PERATECH INC	79	79	0
COLLEEN PETERSON	88	88	0
GERALD PETERSON	88	88	0
BIOMED PHARMA	17 574	17 574	0
LIEU THI PHAN	4 130	4 130	0

67

OLIVIER PHARAND	88	88	0
DANIEL PICARD	351	351	0
TONY PIETRATONIO	123	123	0
NICK PIETROCUPA	83	83	0
NICOLA PIETRACUPA	83	83	0
ANDRE PIETTE	30	30	0
FRANCE PIETTE	1 172	1 172	0
NORMAND PINARD	241	241	0
PIRILINI HOLDINGS	1 142	1 142	0
JOSEPH PIRILLO	569	569	0
GUY PLANEUF	879	879	0
FRANCOIS PLANTE	200	200	0
ISABELLE PLANTE	60	60	0
JOHN PLESA	439	439	0
PHILLIPPE PLOUF	562	562	0
JEAN-YVES POIRIER	351	351	0
MICHELINE LALONDE POIRIER	120	120	0
RICHARD POIRIER	141	141	0
CLAUDE POISSON	351	351	0
ROBERT POISSANT	18	18	0
UGO POLETTA	2 988	2 988	0
UGO POLLETA	1 757	1 757	0
UGO POLLETTA	176	176	0
DANIELLE PONTBRIAND	24	24	0
JOHNNY PORRECA	3 585	3 585	0
NICOLE POIRIER	123	123	0
RICHARD PORTAS	123	123	0
ROYSTON PORTER	62	62	0

68

DALE PORTERFIELD &	2 001	2 001	0
PORTERWAY HOLDING	149	149	0
DANIELL PORTERFIELD &DUANE PORTERFIELD JT TEN	1 757	1 757	0
PORTER-WELL HOLDING	149	149	0
PIERRE POULIN	181	181	0
DAVID PRESIMAN	4	4	0
JEAN-PIERRE PREVOST	48	48	0
MICHEL PREVOST	220	220	0
HARVEY PRIEST	4	4	0
JACQUELINE PRINCE	9	9	0
JACQUELINE MARIE PRINCE	142	142	0
PRO SPECK CAPITAL	123	123	0
PRO SPORT	351	351	0
FRANCOIS PROVOST	48	48	0
ALPHONSO PUCCIO	44	44	0
THINH TUONG QUAN	13 181	13 181	0
THINH THUONG QUAN	3 515	3 515	0
2961 1589 QUEBEC INC	176	176	0
9006-3785 QUEBEC INC	70	70	0
9026 6206 QUEBEC INC	36	36	0
9033-0176 QUEBEC INC	17 635	17 635	0
9093-9232 QUEBEC INC	888	888	0
9137-1534 QUEBEC INC	26 800	26 800	0
QUEBECON	202	202	0
9142-1438 QUEBEC INC	46 571	46 571	0
RAYNALD RACICOT	120	120	0
NBCN CLEARING INC FBO ANDRE RACINE	351	351	0

69

NBCN CLEARING INC FBO GENEVIEIVE RACINE	176	176	0
JOSIANE RAKOTOMANGA	4 394	4 394	0
DENNIS RAU	4	4	0
MICHEL RAYMOND	192	192	0
ARTHUR RECHTEN	630	630	0
STEVEN REDMOND	562	562	0
CLAUDE REMILLARD	120	120	0
GAETAN RENAUD	69	69	0
RESA INVESTMENT LTD	2 033	2 033	0
CHRISTIAN RICHARD	270	270	0
GUY RICHARD	1 502	1 502	0
MARYSE RICHARD	36	36	0
SUZANNE RICHARD	60	60	0
PATRICIA RIMOK	1 634	1 634	0
CLAUDETTE RINFRET	265	265	0
ROCH RIVARD	703	703	0
YANNICK RIVARD	703	703	0
CAROLE ROBERT	1 757	1 757	0
ONIL ROBERT	241	241	0
JEAN PIERRE ROBICHAUD	439	439	0
JEAN-MARIE ROBILLARD	53	53	0
JACQUES ROCHEFORT	53	53	0
JEZABEL ROCHELEAU	24	24	0
FRANCOIS ROCHON	105	105	0
JACQUES ROGER	60	60	0
JACQUES ROGER	60	60	0
MARTIN ROMPRE	18	18	0
ROSEDALE HOLDINGS	14 938	14 938	0

70

GINETTE ROSS	8	8	0
JEAN-MICHEL ROSS	184	184	0
MARIO ROSSI	1 757	1 757	0
MAURO ROSSI	1 617	1 617	0
PETER R ROTHSCHILD	176	176	0
HELENE ROTONDO	264	264	0
VERONIQUE ROUVEYROLLIS &ROMAIN ROUVEYROLLIS JTTEN	60	60	0
YVES ROUX	264	264	0
BRIAN ROWE	4	4	0
HUGUETTE ROY	879	879	0
JEAN-PIERRE ROY	27	27	0
MATHIEU ROY	44	44	0
ROBERT ROY	24	24	0
VERONIQUE ROY	60	60	0
ANDRE RUELLE	88	88	0
SERGIO SAGARIA	545	545	0
ROLANDE SAINDON	35	35	0
DOMINIC SALERNO	105	105	0
NICOLE SAMSON	60	60	0
RYAN SAMVELYAN	126	126	0
ROBERT SANTINI	53	53	0
ERIC SARDANO	88	88	0
JOSE SARDANO	2 777	2 777	0
M J ANNY SARDANO	32	32	0
EMIL SARIC	264	264	0
JASMINE SARIC	264	264	0
JACQUES SARRAZIN	145	145	0
SEBASTIEN SAUVE	1 307	1 307	0

71

ROBERTO SAVOCA	703	703	0
MICHELINE SAWYER	12	12	0
ANNUZIATO SCARAMELLA	3 515	3 515	0
BRENDA E SCHOENBERGER &JEFFREY L SCHOENBERGER	42	42	0
FRANCESCO SCUCCIMARI	49	49	0
PHOK HONG SE	703	703	0
JULIA SHAAR	120	120	0
HOWARD J SHAPIRO &EDWARD M SHAPIRO JTWROS	799	799	0
JACQUES IP FOOK SHING	351	351	0
NICHOLAS SKAFIDAS	351	351	0
SKYLINE RESOURCES	107 705	107 705	0
SKYLINE INVESTMENTS	2 162	2 162	0
GUY SMITH	1 318	1 318	0
JOSEPH SOLOMITA	488	488	0
MICHAEL SOLOMITA	683	683	0
ERIC SONIGO	4 569	4 569	0
NICOLE SOULARD	1 648	1 648	0
NICOLE SOULARD &DENIS BLAQUIERE JT TEN	868	868	0
NICK SPAGNOLO	105	105	0
JOHN A SPAULDING	141	141	0
URSULA STARK	9	9	0
DANNY STEIDL	35	35	0
BIANCA J STELLA	88	88	0
JOANNA B STELLA	88	88	0
LEONARD STELLA	160 368	160 368	0

72

DENIS ST-MARTIN	60	60	0
MARK ST-ONGE	413	413	0
CELINE ST-ONGE	6	6	0
MARTIN ST-ONGE	36	36	0
TONY ST-ONGE	492	492	0
RYAN STUCKLESS	88	88	0
GUY TAILLEFER	4 077	4 077	0
DORIS TALBOT	35	35	0
VIPADA TANGKITJAVISUTH	56	56	0
ALAIN TANGUAY	2 784	2 784	0
GUY TAPIN	84	84	0
JACQUES TAPIN	181	181	0
TEASDALE INVESTMENT LTD	2 636	2 636	0
GISELE L TETRAULT	132	132	0
GISELE TETREAULT	60	60	0
LORRAINE TETRAULT	4	4	0
MARIO TETRAULT	4	4	0
SONIA TETRAULT	4	4	0
SYLVAIN TETRAULT	4	4	0
DU TUONG PHUONG THAO	176	176	0
CLAUDE THEBERGE	120	120	0
ROBERTO THEBERGE &LINDA NOLET JT TEN	120	120	0
JEAN THELLEN	36	36	0
JEAN MARC THERRIEN	120	120	0
MICHEL THERRIEN	351	351	0
XYSTE THERRIEN	120	120	0
HUGUES TETREAULT	18	18	0
DAVID THEVENAZ & BRENDA THEVENAZ JT TEN	176	176	0

73

BRENDA THEVENAZ	44	44	0
DAVID THEVENAZ	44	44	0
VALERIE THEVENAZ	88	88	0
FREDERICOS TORRES	281	281	0
JOHN TOTERA	105	105	0
SIV KHEANG TRAN	3 734	3 734	0
THOMAS TREICHLER	1 098	1 098	0
CHRISTINE TREMBLAY	241	241	0
JEAN MARC TREMBLAY	24	24	0
MARC TREMBLAY	984	984	0
LISE TREMBLAY	60	60	0
SYLVAIN TREMBLAY	3 905	3 905	0
REAL TREMBLAY	323	323	0
YVES TREMBLAY	36	36	0
PIERRE TREPANIER	176	176	0
MARISE TURCOTTE	62	62	0
JOANNE TURGEON	60	60	0
ALEXANDRE VADNAIS	1 177	1 177	0
LISE VALCOURT	88	88	0
HUGO VALENTE	38 053	38 053	0
LEA VALENTE	1 757	1 757	0
LAURINA VALENTE	1 757	1 757	0
LEONARDO VALENTE	5 272	5 272	0
ANTOINE VANDERZON	176	176	0
FRANCOIS VARNEY	18	18	0
JOHN VAZQUEZ	60	60	0
NOEL VEILLEUX	351	351	0

74

CAROLL VEILLEUX	24	24	0
RAYMONDE VEILLEUX	12	12	0
JEAN-LOUIS VERDIER	241	241	0
MARIE-CLAUDE VIAU	18	18	0
GILLES VIGNEAU	5 096	5 096	0
MARC ANDRE VIGNEAULT	1 294	1 294	0
MARYSE VIGNEAULT	385	385	0
CLAUDE VILLENEUVE	176	176	0
MICHELLE VINCELLETTE	234	234	0
VIRAL RESEARCH ASSOCIATES	113 352	113 352	0
FILIPPO VITA	125	125	0
MARIO VOLPE	5 500	5 500	0
VON DER WELT DISTRIBUTIONS INC	35	35	0
HUYNH AL VY	1 757	1 757	0
STEVEN WALKER	12	12	0
BRUCE WATSON	9	9	0
KEN WEBB	2	2	0
MARILYN WEIGHILL	9	9	0
ROBERTA WEINER	18	18	0
BEVERLY WHITEAR	18	18	0
MICHAEL WHITEAR	18	18	0
CHRISTIAN WILER	2	2	0
ELIANE WILER	15	15	0
ELIANNE WILER	12	12	0
EVELYNE WILER	9	9	0
JUDITH WONG	119	119	0
KIRSTIE YERGENS	88	88	0
LOGAN YERGENS	88	88	0

75

MICHELE YERGENS	1 757	1 757	0
BRIAN ZAKO	879	879	0
JOHN A ZAMOS &JOANNE L ZAMOS JT TEN	211	211	0
ELAINE ZAKO	879	879	0
ANGELO ZAPPITELLI &RITA CASTIELLO JT TEN	1 494	1 494	0
XU HONG ZHANG	176	176	0
HOWARD ZINGBOIM	176	176	0

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our certificate of incorporation and bylaws, which we have included as exhibits to the registration statement of which this prospectus forms a part.

Upon the closing of this offering, our authorized capital stock will consist of 280 million shares of common stock, par value $0.0001 per share, and 50 million shares of undesignated preferred stock, par value $0.0001 per share. As of the date of this registration statement, an aggregate of 40,000,000 shares of common stock are issued and outstanding and 829,554 shares of preferred stock are issued and outstanding.

Common Stock

We are authorized to issue 280,000,000 shares of Common Stock, $0.0001 par value. As of September 5, 2006 there were 40,000,000 shares of common stock outstanding, held of record by one majority stockholder, Millenia Hope Inc. our parent corporation, by one shareholder of more than 10% of our common stock and, after the issuance of the stock dividend of 6% of the issued shares of Millenia Hope Pharmaceuticals by Millenia Hope Inc. to its shareholders of record of July 3, 2006, over 2,000 minority shareholders

The holders of our common stock are entitled to one vote per share on any matter to be voted upon by stockholders. The holders of our common stock are entitled to dividends as our board of directors may declare from time to time from legally available funds subject to the preferential rights of the holders of any shares of our preferred stock that we may issue in the future.

Our certificate of incorporation does not provide for cumulative voting in connection with the election of directors. Accordingly, directors will be elected by a plurality of the shares voting once a quorum is present. No holder of our common stock will have any preemptive right to subscribe for any shares of capital stock issued in the future.

Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our common stock are entitled to share, on a pro rata basis, all assets remaining after payment to creditors and subject to prior distribution rights of any shares of preferred stock that we may issue in the future. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of our common stock do not have cumulative voting rights, so the holders of more than 50% of the combined shares voting for the election of directors may elect all of the directors if they choose to do so, and, in that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

Preferred Stock

We are presently authorized to issue 50,000,000 shares of Preferred Stock, $.0001 par value. As of September 5, 2006, there were 829,554 shares of Preferred Stock issued and outstanding.

The characteristics of our Preferred Stock have not been determined by our Board of Directors.

PLAN OF DISTRIBUTION

All of the stock owned by the selling security holders will be registered by the registration statement of which this prospectus is a part. The selling security holders may sell some or all of their shares immediately after they are registered. The selling security holders shares may be sold or distributed from time to time by the selling stockholders or by pledgees, donees or transferees of, or successors in interest to, the selling stockholders, directly to one or more purchasers (including pledgees) or through brokers, dealers or underwriters who may act solely as agents or may acquire shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

* ordinary brokers transactions, which may include long or short sales,

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*	transactions involving cross or block trades on any securities exchange or market where our common stock is trading,
*	Purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this prospectus, “at the market” to or through market makers or into an existing market for the common stock,
*	in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents,
*	through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or
*	any combination of the foregoing, or by any other legally available means.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). The selling stockholders and any broker-dealers acting in connection with the sale of the shares hereunder may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions received by them and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act of 1933. Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares.

We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $25,000.

We have informed the selling stockholders that certain anti-manipulative rules contained in Regulation M under the Securities Exchange Act of 1934 may apply to their sales in the market and have furnished the selling stockholders with a copy of such rules and have informed them of the need for delivery of copies of this prospectus. The selling stockholders may also use Rule 144 under the Securities Act of 1933 to sell the shares if they meet the criteria and conform to the requirements of such rule.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Millenia Hope Inc, majority shareholder of Millenia Hope Pharmaceuticals, undertook to issue a 6% stock dividend, to all Millenia Hope Shareholders of record July 3, 2006, constituting in aggregate 2,400,000 common shares of Millenia Hope Pharmaceuticals Inc. to its shareholders, numbering an excess of 2,000.

Other than as noted above, none of the directors, executive officers or any member of the immediate family of any director or executive officer has been indebted to us since its inception. We have not and do not intend to enter into any additional transactions with our management or any nominees for such positions. We have not and do not intend to enter into any transactions with our beneficial owners, with the exception of our parent company, Millenia Hope Inc.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with Stark Winter Schenkein & Co., LLP, our independent auditors, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

TRANSFER AGENT

Our transfer agent will be Intercontinental Registrar & Transfer Agency, Inc. 900 Buchanan Blvd suite 1, Boulder City, Nevada, 89005. Their telephone number is (702) 293-6717.

EXPERTS

The financial statements included in this prospectus have been audited by Stark Winter Schenkein & Co., LLP, independent auditors, as stated in their report appearing herein and elsewhere in the registration statement, which report expresses an unqualified opinion and has been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

The validity of our common shares offered will be passed upon for us by Anslow & Jaclin, LLP, Manalapan, New Jersey 07726.

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FINANCIAL STATEMENTS

We have attached to this prospectus, copies of our audited financial statements for the years ended November 30, 2004 and November 30, 2005 and unaudited financial statements for the six month period ended May 31, 2006.

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PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

UNTIL __________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS’ OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

Our Certificate of Incorporation and By-laws provide that we shall indemnify to the fullest extent permitted by Canadian law any person whom we may indemnify thereunder, including our directors, officers, employees and agents. Such indemnification (other than as ordered by a court) shall be made by us only upon a determination that indemnification is proper in the circumstances because the individual met the applicable standard of conduct i.e., such person acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest. Advances for such indemnification may be made pending such determination. Such determination shall be made by a majority vote of a quorum consisting of disinterested directors, or by independent legal counsel or by the stockholders. In addition, our Certificate of Incorporation provides for the elimination, to the extent permitted by Canada, of personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty as directors.

We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders.

SEC registration fee	$	1,000
Legal fees and expenses (1)	$	8,000
Accounting fees and expenses (1)	$	5,000
Miscellaneous and Printing fees (1)	$	11,000
Total (1)	$	25,000

(1) Estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

On September 1, 2000 the Company entered into a subscription agreement and issued 10,000 common shares to Millenia Hope Inc., at its par value of $0.0001.

On February 14, 2002 the Company entered into a subscription agreement and issued 39,990,000 common shares to Millenia Hope Inc., as its par value of $0.0001.

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All of the above issuances of shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of such shares by us did not involve a public offering. Each of these shareholders was a sophisticated investor and had access to information regarding us. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for the above transactions.

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

EXHIBIT	DESCRIPTION
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Opinion and Consent of Anslow & Jaclin, LLP
10.1	Agreement with 9111-9080 Quebec Inc.
10.2.	Employment Agreements with Dr. Jean Archambault, Dr. Bahige Baroudy, Dr. Robert Williams and Mr. Dany Aubry.
23.1	Consent of Stark Winter Schenkein & Co., LLP, Independent Registered Public Accounting Firm
24.1	Power of Attorney (included on signature page of Registration Statement)

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ITEM 28. UNDERTAKINGS.

(A) The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i)	Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B) Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(C) Undertaking Required by Regulation S-B, Item 512(f)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Country of Canada, on the 6th day of September, 2006.

MILLENIA HOPE PHARMACEUTICALS INC.
By:	/S/ Leonard Stella
	Leonard Stella CEO and Director (Principal Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of Millenia Hope Pharmaceuticals Inc. hereby constitute and appoint Leonard Stella, with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement under the Securities Act of 1933 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm each and every act and thing that such attorneys- in-fact, or any them, or their substitutes, shall lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/S/ LEONARD STELLA.	CEO and Director	SEPTEMBER 6, 2006
LEONARD STELLA
/S/ BAHIGE BAROUDY.	Chief Science Officer and Director	SEPTEMBER 6, 2006
BAHIGE BAROUDY
/S/ JEAN ARCHABAULT	President, Chief Operating Officer and Director	SEPTEMBER 6, 2006
JEAN ARCHAMBAULT
/S/ DANY AUBRY	Chief Technical Officer and Director	SEPTEMBER 6, 2006
DANY AUBRY
/S/ ROBERT WILLIAMS	Chief Development Officer and Director	SEPTEMBER 6, 2006
ROBERT WILLIAMS

85

Report of Independent Registered Public Accounting Firm

To the Shareholder
Millenia Hope Pharmaceuticals, Inc.

We have audited the accompanying balance sheet of Millenia Hope Pharmaceuticals, Inc. as of November 30, 2004, and the related statements of operations, stockholder’s equity and cash flows for the year ended November 30, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements show the Company has no revenues and relies upon its parent Company to fund its operations. This factor raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Millenia Hope Pharmaceuticals, Inc. as of November 30, 2004, and the results of its operations and cash flows for the years ended November 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

Denver, Colorado
September 5, 2006

Millenia Hope Pharmaceuticals Inc.
Balance Sheet
November 30, 2004

Assets
Current Assets
Cash	$	—
Liabilities & Stockholders’ Equity
Current Liabilities
Accounts Payable and Accrued Liabilities	$	244
Total Current Liabilities		244
Stockholders’ Equity
Preferred Stock, $.0001 par value; 50,000,000 shares authorized, none issued or outstanding		—
Common Stock, $.0001 par value; 280,000,000 shares authorized, 40,000,000 Issued and outstanding		4,000
Stock Subscriptions Receivable		(4,000	)
Paid in Capital		—
Deficit		(244	)
		(244	)
	$	—

See the accompanying notes to the financial statements.

Millenia Hope Pharmaceuticals Inc.
Statements of Operations
Year ended November 30, 2004 and November 30, 2003, and
the Period From Inception (January 13, 2000) to November 30, 2004

	Year ended November 30, 2004			Year ended November 30, 2003			Inception to November 30, 2004
Revenues	$	—		$	—		$	—
Cost of Sales		—			—			—
Gross Profit		—			—			—
Operating Expenses
Selling, general and administrative		122			122			244
		122			122			244
Operating (Loss)		(122	)		(122	)		(244	)
Other income (expense)		—			—			—
Net (Loss)	$	(122	)	$	(122	)	$	(244	)
Per share information - basic and diluted:
Weighted Average Number of Common Shares Outstanding		40,000,000			40,000,000
Net (Loss) Per Common Share	$	(0.00	)	$	(0.00	)

See the accompanying notes to the financial statements.

Millenia Hope Pharmaceuticals, Inc.
(A Company in the Development Stage)
Statement of Stockholder’s Equity (Deficit)
January 13, 2000 (inception) to November 30, 2004

									Common Stock Subscription			Additional Paid-in Capital		(Deficit) Accumulated During the Development Stage			Total Stockholder’s Equity (Deficit)
	Common Stock				Preferred Stock
	Shares		Amount		Shares		Amount
Balance, January 13, 2000		—	$	—		—	$	—	$	—		$	—	$	—		$	—
Stock issued for subscription		10,000		1		—		—		(1	)		—		—			—
Net (loss)		—		—		—		—		—			—		—			—
Balance at November 30, 2000		10,000		1		—		—		(1	)		—		—			—
Net (loss)		—		—		—		—		—			—		—			—
Balance at November 30, 2001		10,000		1		—		—		(1	)		—		—			—
Stock issued for subscription		39,990,000		3,999		—		—		(3,999	)		—		—			—
Net (loss)		—		—		—		—		—			—		—			—
Balance at November 30, 2002		40,000,000		4,000		—		—		(4,000	)		—		—			—
Net (loss)		—		—		—		—		—			—		(122	)		(122	)
Balance at November 30, 2003		40,000,000		4,000		—		—		(4,000	)		—		(122	)		(122	)
Net (loss)		—		—		—		—		—			—		(122	)		(122	)
Balance at November 30, 2004		40,000,000		4,000		—		—		(4,000	)		—		(244	)		(244	)

Millenia Hope Pharmaceuticals Inc.
Statements of Cash Flows
Year ended November 30, 2004 and November 30, 2003, and
the Period From Inception (January 13, 2000) to November 30, 2004

	Year ended November 30, 2004			Year ended November 30, 2003			Inception to November 30, 2004
Operating Activities
Net (loss)	$	(122	)	$	(122	)	$	(244	)
Changes in:
Accounts payable		122			122			244
Cash (used in) operating activities		—			—			—
Financing Activities
Cash provided by financing activities		—			—			—
Investing activities
Cash provided by investing activities		—			—			—
Increase (decrease) in cash		—			—			—
Cash and cash equivalents
Beginning of year		—			—			—
End of year	$	—		$	—		$	—
Cash paid for interest	$	—		$	—		$	—
Cash paid for taxes	$	—		$	—		$	—
Supplemental schedule of noncash investing and financing activities:
Stock subscription receivable	$	—		$	—		$	4,000

Report of Independent Registered Public Accounting Firm

To the Shareholder
Millenia Hope Pharmaceuticals, Inc.

We have audited the accompanying balance sheet of Millenia Hope Pharmaceuticals, Inc. as of November 30, 2005, and the related statements of operations, stockholder’s equity and cash flows for the years ended November 30, 2005 and 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements show the Company has no revenues and relies upon its parent Company to fund its operations. This factor raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Millenia Hope Pharmaceuticals, Inc. as of November 30, 2005, and the results of its operations and cash flows for the years ended November 30, 2005 and 2004, in conformity with accounting principles generally accepted in the United States of America.

Denver, Colorado
September 5, 2006

Millenia Hope Pharmaceuticals Inc.
(A Company in the Development Stage)
Balance Sheet
November 30, 2005

Assets

Current Assets
Cash	$	—
Liabilities & Stockholder’s Equity
Current Liabilities	$	—
Stockholder’s Equity
Preferred Stock, $.0001 par value; 50,000,000 shares authorized, none issued or outstanding		—
Common Stock, $.0001 par value; 280,000,000 shares authorized, 40,000,000 issued and outstanding		4,000
Common Stock Subscribed		(3,458	)
(Deficit) accumulated during the development stage		(542	)
		—
	$	—

See the accompanying notes to the financial statements.

3

Millenia Hope Pharmaceuticals Inc.
(A Company in the Development Stage)
Statements of Operations

	Year ended November 30, 2005			Year ended November 30, 2004			Inception (January 13, 2000) to November 30, 2005
Revenues	$	—		$	—		$	—
Operating Expenses
Selling, General and Administrative		298			122			542
		298			122			542
Operating (Loss)		(298	)		(122	)		(542	)
Other Income (Expense)		—			—			—
Net (Loss)	$	(298	)	$	(122	)	$	(542	)
Per Share Information - Basic and Diluted:
Weighted Average Number of Common Shares Outstanding		40,000,000			40,000,000
(Loss) Per Common Share	$	(0.00	)	$	(0.00	)

See the accompanying notes to the financial statements.

4

Millenia Hope Pharmaceuticals, Inc.
(A Company in the Development Stage)
Statement of Stockholder’s Equity (Deficit)
January 13, 2000 (inception) to November 30, 2005

									Common Stock Subscription					(Deficit) Accumulated during the Development Stage
												Additional Paid-in Capital
	Common Stock				Preferred Stock												Total Stockholder’s Equity (Deficit)
	Shares		Amount		Shares		Amount
Balance, January 13, 2000		—	$	—		—	$	—	$	—		$	—	$	—		$	—
Stock issued for subscription		10,000		1		—		—		(1	)		—		—			—
Net (loss)		—		—		—		—		—			—		—			—
Balance at November 30, 2000		10,000		1		—		—		(1	)		—		—			—
Net (loss)		—		—		—		—		—			—		—			—
Balance at November 30, 2001		10,000		1		—		—		(1	)		—		—			—
Stock issued for subscription		39,990,000		3,999		—		—		(3,999	)		—		—			—
Net (loss)		—		—		—		—		—			—		—			—
Balance at November 30, 2002		40,000,000		4,000		—		—		(4,000	)		—		—			—
Net (loss)		—		—		—		—		—			—		(122	)		(122	)
Balance at November 30, 2003		40,000,000		4,000		—		—		(4,000	)		—		(122	)		(122	)
Net (loss)		—		—		—		—		—			—		(122	)		(122	)
Balance at November 30, 2004		40,000,000		4,000		—		—		(4,000	)		—		(244	)		(244	)
Operating expenses paid for by parent		—		—		—		—		542			—		—			542
Net (loss)		—		—		—		—		—			—		(298	)		(298	)
Balance at November 30, 2005		40,000,000	$	4,000	$	—	$	—	$	(3,458	)	$	—	$	(542	)	$	—

See accompanying notes to the financial statements.

5

Millenia Hope Pharmaceuticals Inc.
(A Company in the Development Stage)
Statements of Cash Flows

	Year ended November 30, 2005			Year ended November 30, 2004			Inception (January 13, 2000) to November 30, 2005
Operating Activities
Net (loss)	$	(298	)	$	(122	)	$	(542	)
Expenses paid for by parent		542						542
Changes in:
Accounts payable		(244	)		122			—
Cash (used in) operating activities		—			—			—
Financing Activities
Cash provided by financing activities		—			—			—
Investing activities
Cash provided by investing activities		—			—			—
Increase (decrease) in cash		—			—			—
Cash and cash equivalents
Beginning of period		—			—			—
End of period	$	—		$	—		$	—
Cash paid for interest	$	—		$	—		$	—
Cash paid for taxes	$	—		$	—		$	—

See the accompanying notes to the financial statements.

6

Millenia Hope Pharmaceuticals Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

1.	Organization and Basis of Presentation
	Millenia Hope Pharmaceuticals Inc. (the “Company”) was incorporated in the Canada under the Canadian Business Corporations Act on January 13, 2000. Through its patented proprietary Phytomics Technologies, the Company focuses on exploiting major advancements in accessing one of the most productive sources of biologically active compounds, plants, to discover, develop and produce new products for human health and well being. The Company commenced its commercial activity on February 14, 2006.
2.	Summary of Significant Accounting Policies
	Use of Estimates
	The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Certain amounts included in the financial statements are estimated based on currently available information and management’s judgement 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.
	Fair Value of Financial Instruments
	Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2005. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for financial instruments because they are short term in nature, their carrying amounts approximate fair values, and they are payable on demand.
	Cash and Cash Equivalents
	The Company considers all highly liquid investments with original maturities of ninety days or less and bank indebtedness to be cash and cash equivalents.
	Revenue Recognition
	The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured.

-1-

Millenia Hope Pharmaceuticals Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

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.
Recent Accounting Pronouncements
In March 2006, Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140,” with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:
	1.	Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations.
	2.	Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.
	3.	Permits an entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities.
	4.	At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under SFAS No. 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.
	5.	Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.
Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on the Company’s financial statements.
In February 2006, the FASB issues SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140.” This amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” This Statement resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.”

-2-

Millenia Hope Pharmaceuticals Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

This Statement:
	a.	Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation
	b.	Clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133
	c.	Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation
	d.	Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives
	e.	Amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.
This Statement is effective for all financial instruments acquired or issued after the first fiscal year that begins after September 15, 2006.
The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of SFAS No. 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis.
The Company is currently reviewing the effects of adoption of this statement but it is not expected to have a material impact on its financial statements.
In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3.” This Statement replaces APB Opinion No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the requirements for the accounting for, and reporting of, a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.
SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. It will only affect the financial statements of the Company if there is a change any accounting principle. At this time, no such changes are contemplated or anticipated.
In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payments.” SFAS No. 123 (R) requires all entities to recognize compensation expense in an amount equal to the fair value of share-based payments such as stock options granted to employees. SFAS No. 123 (R) is effective for the first reporting period beginning after December 15, 2005. The adoption of FAS 123 (R) did not have a material impact on the financial statements.

-3-

Millenia Hope Pharmaceuticals Inc.
(A Company in the Development Stage)
Notes to Financial Statements
November 30, 2005

3. Income Taxes

	The Company accounts for income taxes under SFAS 109, which requires use of the liability method. SFAS 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
4.	Stockholders’ Equity
	Common Stock
	On September 1, 2000 the Company entered into a subscription agreement and issued 10,000 shares of its $0.0001 par value common stock at $.0001 per share.
	On February 14, 2002 the Company entered into a subscription agreement and issued 39,990,000 shares of its $0.0001 par value common stock at $.0001 per share.
	All of the shares were issued to the parent company, Millenia Hope, Inc.
5.	Related Party Transactions
	During the years ended November 30, 2005 and 2004, the sole shareholder paid expenses of the Company in the amounts of $298 and $122, respectively. The Company reflected these payments as reductions in the Common Stock Subscribed account. For the period, inception (January 13, 2000) to November 30, 2005, the shareholder paid a total of $542 of such expenses.
6.	Subsequent Events
	On February 14, 2006, the Company obtained a cash advance from their parent company, Millenia Hope, Inc., and purchased research equipment and intellectual property from Avance Pharma, an unrelated third party, for $526,070.
	On June 5, 2006, the Board of Directors of the parent company authorized the payment of a dividend to all shareholders of the parent company of record on July 3, 2006. The dividend consists of 6% of the issued shares of the Company, or a total of 2,400,000 shares, of the shares held by the parent. The effect of this transaction is to decrease the ownership by the parent company by 2,400,000 shares and increase the number of shareholders to approximately 2,000.
	On April 11, 2006, the Company entered into an agreement with Pierre Fabre, a French pharmaceutical company. During the period ended May 31, 2006, the Company received an initial revenue payment from Pierre Fabre of $150,325.

-4-

Millenia Hope Pharmaceuticals Inc.
(A Development Stage Enterprise)
Balance Sheet
May 31, 2006
(Unaudited)

Assets
Current Assets
Cash	$	3
Deposits		900
Consumption taxes receivable		67,155
Total Current Assets		68,058
Property and equipment, net		499,957
	$	568,015
Liabilities & Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	$	41,513
Due to parent company		12,985
Total Current Liabilities		54,498
Stockholders’ Equity
Preferred Stock, 6% cumulative, $.0001 par value; 50,000,000 shares authorized, 829,554 issued and outstanding		829,554
Common Stock, $.0001 par value; 280,000,000 shares authorized, 40,000,000 issued and outstanding		4,000
(Deficit) accumulated during the development stage		(320,037	)
		513,517
	$	568,015

See the accompanying notes to the financial statements.

Millenia Hope Pharmaceuticals Inc.
(A Development Stage Enterprise)
Statements of Operations
(Unaudited)

	Three months ended May 31, 2006			Three months ended May 31, 2005		Six months ended May 31, 2006			Six months ended May 31, 2005		Inception (January 13, 2000) to May 31, 2006
Revenues	$	150,325		$	—	$	231,785		$	—	$	231,785
Operating Expenses
Biotech wages		143,926			—		165,902			—		165,902
Administrative salaries		—			—		—			—		—
Marketing		10,836			—		10,836			—		10,836
Research and development		55,080			—		55,080			—		55,080
Selling, general and administrative		291,993			—		307,019			—		307,561
		501,835			—		538,837			—		539,379
Operating (loss)		(351,510	)		—		(307,052	)		—		(307,594	)
Other income (expense)
Interest expense		—			—		(12,443	)		—		(12,443	)
		—			—		(12,443	)		—		(12,443	)
Net (loss)	$	(351,510	)	$	—	$	(319,495	)	$	—	$	(320,037	)
Per share information - basic and diluted:
Weighted Average Number of Common shares outstanding		40,000,000			40,000,000		40,000,000			40,000,000
Net (Loss) Per Common Share	$	—		$	—	$	—		$	—

See the accompanying notes to the financial statements.

Millenia Hope Pharmaceuticlas Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
(Unaudited)

	Six months ended May 31, 2006			Six months ended May 31, 2005		Inception (January 13, 2000) to May 31, 2006
Operating Activities
Cash (used in) operating activities	$	(319,724	)	$	—	$	(320,266	)
Financing Activities
Related party payable, net		12,985			—		12,985
Proceeds from stock subscription receivable		3,458			—		4,000
Issuance of preferred stock for cash		829,554			—		829,554
Cash provided by financing activities		845,997			—		846,539
Investing Activities
Purchase of Avance assets		(526,270	)		—		(526,270	)
Cash flows (used in) investing activities		(526,270	)		—		(526,270	)
Increase in cash		3			—		3
Cash and cash equivalents
Beginning of period		—			—		—
End of period	$	3		$	—	$	3

See the accompanying notes to the financial statements.

MILLENIA HOPE PHARMACEUTICALS INC.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
MAY 31, 2006
(UNAUDITED)

NOTE 1. DESCRIPTION OF BUSINESS

Millenia Hope Pharmaceuticals Inc. (the “Company”) was incorporated in Canada on January 13, 2000 under the Canada Business Corporations Act, or CBCA. The Company does business as Millenia Hope Biopharma (MH-B) and is a Montreal-based biotechnology company focused on exploiting major advancements in accessing a source of biologically active compounds, plants, to discover, develop and produce new products for human health and well being. The Company commenced commercial activity on February 14, 2006, upon completion of the acquisition of assets from a third party. The Company is a majority owned subsidiary of Millenia Hope Inc.

The Company has developed patented proprietary enabling Phytomics Technologies that allow access to the potential of the plant kingdom’s untapped diversity of chemicals found therein. To exploit its unique chemical capabilities, the Company has developed a distinctive Plant Product Discovery Platform combining today’s biological target-based discovery processes and Phytomics to discover novel products for the health industry.

MH-B is leveraging its Phytomics and Plant Product Discovery Platforms to build a high-value proprietary and partnered pipeline of important plant-derived products for the pharmaceutical, cosmetic and nutraceutical industries and to develop proprietary Phytomics-based bioprocesses for the industrial scale production of complex phytoproducts of commercial relevance.

NOTE 2. BASIS OF PRESENTATION

The accompanying unaudited financial statements of Millenia Hope Pharmaceuticals 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 the Company as of November 30, 2005.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Certain amounts included in the financial statements are estimated based on currently available information and management’s judgment as to the outcome of future conditions and circumstances. Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of financial statements and actual results could differ from the estimates and assumptions.

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.

Property and Equipment

Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life of the asset, generally 3-5 years.

Repairs and maintenance are charged to operations as incurred and expenditures for significant improvements are capitalized. The cost of property and equipment 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 operations.

NOTE 4. STOCKHOLDERS’ EQUITY

During the quarter ended May 31, 2006, the Company issued 829,554 shares of 6% Cumulative Preferred Stock at $1.00 per share, in payment of advances from shareholder of $829,554.

NOTE 5. PROPERTY AND EQUIPMENT

On February 14, 2006, the Company purchased intellectual property and research equipment from Avance Pharma, an unrelated party, for $526,270 in cash. During the quarter ended May 31, 2006, the Company recorded depreciation expense of $26,313.

NOTE 6. SUBSEQUENT EVENTS

On June 5, 2006, the Board of Directors of the parent company authorized the payment of a dividend to all shareholders of the parent company of record on July 3, 2006. The dividend consists of 6% of the issued shares, or a total of 2,400,000 shares, of the shares held by the parent. The effect of this transaction is to decrease the ownership by the parent company by 2,400,000 shares and increase the number of shareholders to approximately 2,000.

EX-3.1

EX-3.2

Exhibit 3.2

BY-LAWS OF
MILLENIA HOPE PHARMACEUTICALS INC.
(Corporation incorporated under the Canada Business Corporations Act)

BY-LAW NUMBER1 : GENERAL BY-LAWS

PART I COMMON RULES
	1.	GENERAL PROVISIONS
		1.	Contractual nature
A.	SCOPE OF APPLICATION
	2.	Part I
	3.	Part II
	4.	Part III
B.	DEFINITIONS
	5.	Definitions in the by-laws
		“Act”
		“An Act respecting the legal publicity of sole proprietorships”
		“articles”
		“auditor”
		“body corporate”
		“by-laws”
		“contracts, documents or instruments in writing”
		“declaration deposited in the Register”
		“Director”
		“director”
		“Inspector General”
		“juridical or business day”
		“meeting of the shareholders”
		“non-judicial day or holiday”
		“officer”
		“person”
		“record date”
		“Register”
		“registration procedure”
		“Regulations”
		“representative”
		“reserved powers”
		“special meeting” “unanimous shareholder agreement”
	6.	Definitions in the Act or in the Regulations
C.	INTERPRETATION
	7.	Rules of interpretation
	8.	Discretion
	9.	Precedence
	10.	Headings
	11.	Time limits
	2.	CORPORATION
A.	REGISTRED OFFICE AND ESTABLISHMENT
	12.	Place and address of registered office
	13.	Change of address and of place
	14.	Establishment
	15.	Applicable legislation
	16.	Notices to the Corporation
B.	SEAL AND OTHER MEANS OF IDENTIFICATION OF THE CORPORATION
	17.	Form and contents of seal
	18.	Logo
	19.	Facsimile of the seal
	20.	Safekeeping of the seal
	21.	Safekeeping of the facsimile

	22.	Use of the seal
	23.	Use of the facsimile
	24.	Validity
	25.	Name
C.	BOOKS AND REGISTERS
	26.	Corporate Records Book
	27.	Minutes and resolutions
	28.	Safekeeping
	29.	Accounting records
	30.	Examination of books, registers and documents
	31.	Non-certified copies of documents
	32.	Disclosure of information to shareholders
PART II		CORPORATION WITH MORE THAN ONE DIRECTOR AND/OR SHAREHOLDER
§1.	REPRESENTATION OF THE CORPORATION
	33.	Representative bodies
A.	DIRECTORS
	34.	Mandatary or agent
	35.	Number
	36.	Qualifications
	37.	Election
	38.	Acceptance of office
	39.	Term of office
	40.	De facto directors
	41.	Notices to directors
	42.	Remuneration and expenses
	43.	Conflict of interest
	44.	Resignation
	45.	Removal from office
	46.	End of term of office
	47.	Vacancies
B.	POWERS OF THE DIRECTORS
	48.	General rule
	49.	Duties
	50.	Gifts inter vivos
	51.	By-laws
	52.	Banking or finance
	53.	Financial year
	54.	Approval by shareholders
C.	MEETINGS OF THE BOARD OF DIRECTORS
	55.	Calling of meetings
	56.	First directors’ resolutions
	57.	Regular meetings
	58.	Annual meeting
	59.	Emergency meeting
	60.	Waiver of notice
	61.	Place of meetings
	62.	Quorum
	63.	Canadian majority
	64.	President and Secretary
	65.	Procedure
	66.	Vote
	67.	Dissent
	68.	Meeting by way of technical means
	69.	Resolutions in lieu of meetings
	70.	Adjournment
	71.	Validity
D.	OFFICERS AND REPRESENTATIVES
	72.	Mandataries or agents
	73.	Appointment
	74.	Cumulative duties
	75.	Term of office
	76.	Remuneration
	77.	Powers
	78.	Duties
	79.	Chairman of the Board of Directors
	80.	President of the Corporation
	81.	Vice-President
	82.	Treasurer
	83.	Secretary
	84.	General Manager
	85.	Posting of security bond
	86.	Conflict of interest
	87.	Signing of documents
	88.	Signing of declarations to be deposited in the Register
	89.	Mechanically-reproduced signature
	90.	Proxyholder of the Corporation

	91.	Legal or other proceedings
	92.	Prima facie evidence of by-law
	93.	De facto officers or representatives
	94.	Resignation
	95.	Removal from office
	96.	End of term of office
E.	EXECUTIVE COMMITTEE AND OTHER COMMITTEES
	97.	Appointment
	98.	Qualifications
	99.	Powers
	100.	Meetings
	101.	Remuneration
	102.	Compensation
	103.	Other committees
	104.	Dissent
	105.	Removal from office and replacement
	106.	End of term of office
F.	DIVISIONS
	107.	Creation
	108.	Management
G.	PROTECTION OF THE DIRECTORS, OF THE OFFICERS AND OF THE REPRESENTATIVES
	109.	Exclusion of liability vis-à-vis the Corporation and third parties
	110.	Right to compensation
	111.	Legal action by third party
	112.	Legal action by the Corporation
	113.	Liability insurance
	114.	Compensation after end of term of office
	115.	Determination of conditions precedent to compensation
	116.	Place of action
§2.	SHAREHOLDERS
A.	SECURITIES
	117.	Allotment and issue of securities
	118.	Commission
	119.	Joint shareholders
	120.	New shareholder
B.	SECURITY CERTIFICATES
	121.	Right to a certificate
	122.	Signing of certificates
	123.	Additional signatures
	124.	Joint holders
	125.	Full copy of text
	126.	Fractional securities
	127.	Evidence
	128.	Replacement of certificates
C.	TRANSFER OF SECURITIES
	129.	Securities’ and transfer registers
	130.	Transfer agents
	131.	Transfers of securities
	132.	Lien on a security
	133.	Enforcement of a lien
	134.	Registration of transfers
	135.	Deceased shareholder
	136.	Effect of registration
D.	DIVIDENDS
	137.	Declaration and payment
	138.	Payment
	139.	Unclaimed dividend
	140.	Joint shareholders
	141.	Set-off
E.	NOTICES AND INFORMATION TO SHAREHOLDERS
	142.	Notices to shareholders
	143.	Addresses of shareholders
	144.	Untraceable shareholder
	145.	Notice of record date

F.	MEETINGS OF THE SHAREHOLDERS
	146.	Annual meetings
	147.	Special meetings
	148.	Calling by shareholders
	149.	Meetings
	150.	Deemed meetings
	151.	Notice of meeting
	152.	Notice to the auditor
	153.	Contents of notice
	154.	Waiver of notice
	155.	Irregularities
	156.	Persons entitled to attend a meeting
	157.	Quorum
	158.	Adjournment
	159.	Chairman and secretary
	160.	Procedure
	161.	Resolutions in lieu of meetings
G.	RIGHT OF SHAREHOLDERS TO VOTE
	162.	General Rule
	163.	Joint shareholders
	164.	Securities held by an administrator of the property of another or by a trustee
	165.	Voting by a show of hands and casting vote
	166.	Voting on behalf of a body corporate
	167.	Ballot
	168.	Scrutineer
H.	PROXIES
	169.	Proxies
	170.	Form of proxy
	171.	Revocation
	172.	Filing of proxies
	173.	Deadline of filing
	174.	Soliciting proxies
I.	AUDITOR OR ACCOUNTANT
	175.	Appointment of auditor
	176.	Remuneration of auditor
	177.	Independence of auditor
	178.	Removal of auditor
	179.	Opposition by auditor
	180.	End of term of auditor
	181.	Accountant
	182.	End of term of accountant
	183.	Audit Committee
	184.	Duty of Audit Committee
	185.	Meetings of Audit Committee
PART III		CORPORATION WITH SOLE DIRECTOR OR SOLE SHAREHOLDER
1.	REPRESENTATION OF THE CORPORATION
	186.	Representative bodies
2.	SOLE DIRECTOR AND OFFICERS
A.	SOLE DIRECTOR
	187.	Composition of the Board of Directors
	188.	Mandatary or agent
	189.	Qualifications
	190.	Acceptance of office
	191.	Term of office
	192.	Powers
	193.	Duties
	194.	Gifts inter vivos
	195.	Remuneration and expenses
	196.	Conflict of interest
	197.	By-laws
	198.	End of term of office
B.	OFFICERS AND REPRESENTATIVES
	199.	Mandataries or agents
	200.	Appointment and cumulative duties
	201.	Term of office
	202.	Remuneration
	203.	Powers
	204.	Duties
	205.	Posting of security bond

	206.	Conflict of interest
	207.	Signing of documents
	208.	Signing of declarations to be deposited in the Register
	209.	Legal or other proceedings
	210.	Prima facie evidence of by-law
	211.	Resignation
	212.	Removal from office
	213.	End of term of office
C.	PROTECTION OF THE SOLE DIRECTOR, OF THE OFFICERS AND OF THE REPRESENTATIVES
	214.	Exclusion of liability vis-à-vis the Corporation and third parties
	215.	Right to compensation
	216.	Legal action by third party
	217.	Legal action by the Corporation
	218.	Liability insurance
	219.	Compensation after end of term of office
	220.	Determination of conditions precedent to compensation
	221.	Place of action
D.	BANKING OR FINANCE
	222.	Banking or finance
	223.	Financial year
	224.	Auditor
	225.	Removal of auditor
	226.	Opposition by auditor
	227.	End of term of auditor
	228.	Accountant
	229.	End of term of accountant
§3.	SOLE SHAREHOLDER
A.	SECURITIES AND DIVIDENDS
	230.	Allotment and issue of securities
	231.	Security certificates
	232.	Dividends
B.	RESOLUTIONS OF THE SOLE SHAREHOLDER
	233.	Powers
	234.	Annual and other resolutions

BY-LAW NUMBER 2: GENERAL BORROWING BY-LAW

BY-LAW NUMBER 3: BANKING BY-LAW

BY-LAW NUMBER 1

Being the

GENERAL BY-LAWS OF

MILLENIA HOPE PHARMACEUTICALS INC.

These general by-laws of the Corporation, also referred to as By-law Number 1, have been passed by a resolution of the sole director or of the directors and confirmed by a resolution of the sole shareholder or of the shareholders, in accordance with the Act.

PART I		COMMON RULES
	1.	GENERAL PROVISIONS
	1.	Contractual nature. These general by-laws create relations of a contractual nature between the Corporation and its sole shareholder or shareholders.
	A.	SCOPE OF APPLICATION
	2.	Part I. The common rules contained in this Part of the by-laws shall apply at all times to Parts II and III hereof.
	3.	Part II. Part II of the by-laws shall apply from the moment when the Corporation shall be made up either of one or more than one director or of more than one shareholder or of more than one director and of more than one shareholder.
	4.	Part III. Part II of the by-laws shall apply whenever the Corporation shall be made up of one (1) sole director or of one (1) dole shareholder or of one (1) sole director and of one (1) sole shareholder, who do not necessarily have to be the same person. If the Corporation is made up of one (1) sole director but of more than one shareholder, Part II shall apply to the shareholders. Conversely, if the Corporation is made up of one (1) sole shareholder by of more than one director, Part II shall apply to the directors.

B.	DEFINITIONS
5.	Definitions in the by-laws. Unless there exists an express contrary provision or unless the context clearly indicates otherwise, in the by-laws of the Corporation, in the minutes of the proceedings of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and in the resolutions of the sole director or of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as in the minutes of the meetings of the shareholders and in the resolutions of the sole shareholder or of the shareholders the term or the expression:
	“Act” or “Canada Business Corporations Act” shall mean the An Act respecting Canadian business corporations, R.S.C. 1985, c. C-44, as amended, and any amendment thereto, either past or future, and shall include, in particular, any act or statute which may replace it, in whole or in part. In the event of such replacement, any reference to a provision of the Act shall be interpreted as being a reference to the provision which replaced it;
	“An Act respecting the legal publicity of sole proprietorships” shall mean An Act respecting the legal publicity of sole proprietorships, partnerships and legal persons, S.Q. 1993, c. 48, and any future amendment thereto and shall include, in particular, any act or statute which may replace it, in whole or in part. In the event of such replacement, any reference to a provision of An Act respecting the legal publicity of sole proprietorships shall be interpreted as being a reference to the provision which replaced it;
	“articles” shall mean the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of dissolution, articles of revival or articles of arrangement of the Corporation as well as any amendment which may be made thereto;
	“auditor” shall mean the auditor of the Corporation and shall include, in particular, a partnership which is made up of auditors;
	“body corporate” shall include, in particular, a legal person within the meaning of the Civil Code of Quebec, a company, a non-profit corporation, a corporation or an association having a juridical or legal personality separate and distinct from its members, wherever or however incorporated;
	“by-laws” shall mean the present by-laws, any other by-laws of the Corporation which are in force at the time as well as any amendments thereto;
	“contracts, documents or instruments in writing” shall include, among other things, deeds, hypothecs or mortgages, liens, encumbrances, transfers and assignments of property of any kind, conveyances, titles to property, agreements, contracts, receipts and discharges, obligations, debentures and other securities, cheques or other bills of exchange of the Corporation;
	“declaration deposited in the Register” shall mean, as the case may be, the initial declaration, the declaration of registration, the amending declaration, the annual declaration or any other declaration which has been filed or which may, in the future, be required to be filed pursuant to An Act respecting the legal publicity of sole proprietorships and which has been entered on the Register;

“Director” shall mean the Director appointed pursuant to section 260 of the Act and who is charged with the administration thereof;

“director” shall mean the person whose name appears at the relevant time in the declaration deposited in the Register and in the Notice of Directors or in the Notice of Change of Directors filed with the Director pursuant to sections 106 or 113 of the Act as well as any other person holding the office of director whatever title may be ascribed to such person and shall include, in particular, the sole director, any de facto director as well as any other person who, at the request of the Corporation, acts or acted as director of another body corporate of which the Corporation is or was a shareholder or a creditor or any person who, at the relevant time, acted in that capacity; and “Board of Directors” shall mean the body of the Corporation made up of the sole director or of all the directors;

“Inspector General” shall mean the Inspector General of Financial Institutions who is responsible for carrying out the administration of An Act respecting the legal publicity of sole proprietorships;

“juridical or business day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday, to the extent that it does not fall on a non-juridical day or holiday;

“meeting of the shareholders” shall mean an annual meeting of the shareholders, a special meeting of the shareholders as well as any meeting of the holders of any class or of any series of securities;

“non-juridical day or holiday” shall mean any of the following days, namely: any Saturday or Sunday; New Year’s Day (January 1^st); Good Friday; Easter Monday; the birthday or the day fixed by proclamation for the celebration of the birthday of the reigning Sovereign; Victoria Day; Dominion Day or Dollard-des-Ormeaux Day; Saint-Jean Baptiste Day (June 24^th); Canada Day or Confederation Day (July 1^st) or July 2^nd if July 1^st falls on a Sunday; the first Monday in September designated Labour Day; the second Monday in October designated Thanksgiving Day; Remembrance Day (November 11^th); Christmas Day (December 25^th); any day appointed by proclamation of the Governor-General of Canada to be observed as a day of general prayer or mourning or day of public rejoicing or thanksgiving; in the Province of Quebec, any of the following additional days, namely any day appointed by proclamation of the Lieutenant-Governor to be observed as a public holiday or as a day of general prayer or mourning or day of public rejoicing or thanksgiving within the province, and any day which shall be a non-juridical day or holiday by virtue of an act of the legislature of the province as well as any day which shall be appointed to be observed as a civic holiday by resolution of the council or of any other authority charged with the administration of the civic or municipal affairs of a city, town, municipality or other organized district. Moreover, the 26^th day of December shall be considered a non-juridical day or holiday, as shall be the 2^nd day of January;

“officer” shall include the President of the Corporation, the Chairman of the Board of Directors, the Vice-President, the Secretary, the Assistant-Secretary, the Treasurer, the Assistant-Treasurer and the Managing Director;

“person” shall include, in particular, an individual or a natural person, a partnership within the meaning of the Civil Code of Quebec, an association, a body corporate, a trustee, the liquidator of a succession or a testamentary executor, a tutor or a guardian, a curator, an adviser to a person of full age or a committee, a mandatary or agent, the administrator of a succession or of

an estate or any representative of a deceased person or any other person responsible for the administration of the property of another;
“record date” shall mean the last possible registration date which the sole director or the directors may fix in advance, within fifty (50) days prior to the event in question, for the purposes of determining the shareholders entitled to receive dividends, to participate in the dis­tribution subsequent to liquidation, or the shareholders who or which are qualified for any other purpose, except as regards the right to receive notice of, or to vote at, a meeting of the shareholders; and the record date in order to determine the shareholders qualified for any other purpose, except as regards the right to vote or the right to receive notice of a meeting of the shareholders, shall be the date of passage by the sole director or by the directors of the resolution to this end, at the time of close of business;
“Register” shall mean the register of sole proprietorships, partnerships and legal persons created pursuant to An Act respecting the legal publicity of sole proprietorships, which is also known as the Centre Informatisé Du Registre des Entreprises du Québec (CIDREQ) and which is administered by the Inspector General;
“registration procedure” shall mean any registration procedure required by law by virtue of which a Corporation shall register or obtain a license or a permit in order to carry on business in a province, in a territory, in another state or in another country or political subdivision thereof;
“Regulations” shall mean the Regulations made under the Act and as amended from time to time, and any Regulation which may be substituted therefor. In the event of such substitution, any reference in the by-laws of the Corporation to a provision of the Regulations shall be read as a reference to the provision substituted therefor in the new Regulations;
“representative” shall mean any officer or mandatary or agent of the Corporation or any other person who, at the request of the Corporation, acts or acted as officer or as mandatary or agent of a body corporate of which the Corporation is or was a shareholder or a creditor or any person who, at the relevant time, acted in that capacity and shall include any promoter or any incorporator of the Corporation;
“reserved powers”, in respect of the sole director or of the directors, shall mean the duties which, according to the Act, must be discharged by the sole director or by the directors, inclu­ding, in particular, the power to:
a)	submit to the sole shareholder or to the shareholders any matter requiring the approval of the latter;
b)	fill vacancies arising among the directors and fill the position of auditor;
c)	issue securities unless the sole director or the directors have set in advance the method and conditions of the issue;
d)	declare dividends;
e)	acquire, in particular by way of purchase or of redemption, the securities issued by the Corporation;

	f)	pay the commission provided for in section 41 of the Act to any person purchasing, or agreeing to purchase or to find buyers for, the securities of the Corporation;
	g)	approve the management proxy circulars referred to in Part XIII of the Act;
	h)	approve the take-over bid circulars or the directors’ circulars referred to in Part XVII of the Act;
	i)	approve the annual financial statements of the Corporation referred to in section 155 of the Act; and
	j)	pass, amend or repeal by-laws;
	“special meeting” shall include, in particular, a special meeting of the holders of securities of any class and a special meeting of all shareholders entitled to vote at an annual meeting of the shareholders; and
	“unanimous shareholder agreement” or “unanimous agreement” shall mean the lawful written agreement which, according to subsection 146(2) of the Act, is designed to restrict, in whole or in part, the powers of the sole director or of the directors to manage the business and the affairs of the Corporation and which has been entered into among all the shareholders or among all the shareholders and one (1) or more persons who are not shareholders, and, in accordance with subsection 146(3) of the Act, shall include the written declaration to the same effect by the sole shareholder who is the beneficial owner of all the issued securities of the Corporation.
6.	Definitions in the Act or in the Regulations. Subject to the above definitions, the definitions provided for in the Act or in its Regulations shall apply to the terms and to the expressions used in the by-laws of the Corporation.
C.	INTERPRETATION
7.	Rules of interpretation. Terms and expressions used only in the singular shall include the plural and vice-versa, and those only importing the masculine gender shall include the feminine and the neutral genders and vice-versa.
8.	Discretion. Unless otherwise provided, where the by-laws confer a discretionary power upon the sole director or on the directors, the latter shall exercise such power as they shall see fit, and shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Corporation. The sole director or the directors may also decide not to exercise such power. No provision contained in these by-laws shall be interpreted so as to increase the duties incumbent on the sole director or on the directors beyond those which are provided in the Act.
9.	Precedence. In the event of a contradiction between the Act, the unanimous shareholder agreement or the written declaration of the sole shareholder, the articles or the by-laws of the Corporation, the Act shall prevail over the unanimous shareholder agreement or the written declaration of the sole shareholder, the articles and the by-laws; the unanimous shareholder agreement or the written declaration of the sole shareholder shall prevail over the articles and the by-laws; and the articles shall prevail over the by-laws.

10.	Headings. The headings used in these by-laws shall serve merely as references and they shall not be considered in the interpretation of the terms, of the expressions or of the provisions contained in these by-laws.
11.	Time limits. If the date set for doing anything, in particular the sending of a notice, falls on a non-juridical day or holiday, such thing may be validly done on the next juridical or business day. In computing any time limit set by these by-laws, the day which marks the starting point is not counted, but the day of the deadline is. Non-juridical days or holidays are counted but, when the last day is a non-juridical day or holiday, the time limit is extended to the next juridical or business day.
§2.	CORPORATION
A.	REGISTERED OFFICE AND ESTABLISHMENT
12.	Place and address of registered office. The registered office of the Corporation shall be located in the Province of Quebec in the place indicated in its articles or at the address indicated at the relevant time in the declaration deposited in the Register and in the Notice of Registered Office or of Change of Registered Office filed with the Director pursuant to section 19 of the Act.
13.	Change of address and of place. The sole director or the directors, by way of resolution, may change the address of the registered office of the Corporation within the boundaries of the place specified in its articles. The President of the Corporation and/or the Secretary or any other representative designated by the sole director or by the directors shall notify the Inspector General of this change by filing a declaration to this effect pursuant to An Act respecting the legal publicity of sole proprietorships and send to the Director, within fifteen (15) days, a Notice of Change of Registered Office pursuant to subsection 19(4) of the Act, this change of address of the registered office taking effect upon receipt of such notice by the Director. The sole director or the directors may transfer the registered office of the Corporation to another place by amending the articles of the Corporation. Such amendment shall take effect from the date indicated on the certificate of amendment.
14.	Establishment. The Corporation may have one (1) or more establishments elsewhere in the province in a place other than that of its registered office.
15.	Applicable legislation. Where the Corporation has an establishment or where it carries on business in a province or in a territory within Canada or in another jurisdiction, it shall comply with the legislation applicable to it in that province, in that territory, in that other state or in that other country or political subdivision thereof and, in particular, it shall comply with the registration procedure. The President of the Corporation or any person designated by him are authorized to sign any document and take all appropriate action with respect to such registration procedure.
16.	Notices to the Corporation. Notices or documents to be sent to, or served upon, the Corporation may be so sent or served, by registered or by certified mail, to or at the address of the registered office indicated at the relevant time in the declaration deposited in the Register and in the Notice of Registered Office or of Change of Registered Office filed with the Director pursuant to section 19 of the Act. In such a case, the Corporation shall be deemed to have received, or to have been

	served, such notices or documents on the date of normal mail delivery unless reasonable grounds to the contrary exist.
B.	SEAL AND OTHER MEANS OF IDENTIFICATION OF THE CORPORATION
17.	Form and contents of seal. Unless a different form or other contents are approved by the sole director or by the directors, the seal of the Corporation shall consist of two (2) concentric circles between which shall appear the corporate name of the Corporation and only the year of its incorporation may be written in the centre of this seal.
18.	Logo. The Corporation may approve one (1) or more logos according to the specifications prescribed by the sole director or by the directors.
19.	Facsimile of the seal. If the Corporation carries on business outside the province in which its registered office is located, it may approve one (1) or more facsimiles of its seal. Unless other contents are prescribed by the sole director or by the directors, on any such facsimile shall appear the corporate name of the Corporation and/or its version in the language of the province, of the territory, of the state or of the country or political subdivision thereof where the facsimile is used, the year of its incorporation only and the name of the province, of the territory, of the state or of the country or political subdivision thereof.
20.	Safekeeping of the seal. The seal shall be kept at the registered office of the Corporation or at any other location determined by one (1) of the persons authorized to use it.
21.	Safekeeping of the facsimile. The facsimile of the seal shall be kept at the principal establishment of the Corporation situated in the province, in the territory, in the state or in the country or political subdivision thereof where the facsimile is used or at any other location determined by one (1) of the persons authorized to use it.
22.	Use of the seal. The use of the seal on a document issued by the Corporation shall be authorized by one (1) of the following persons:
	a)	the Managing Director;
	b)	the President of the Corporation;
	c)	any Vice-President;
	d)	the Secretary;
	e)	the Treasurer; and
	f)	any other representative designated by the sole director or by the directors.
23.	Use of the facsimile. The sole director or the directors shall determine the representatives authorized to use the facsimile of the seal of the Corporation and only one (1) such authorized representative, at a given time, may affix the facsimile to a document issued by the Corporation.
24.	Validity. The Corporation or its guarantors may not assert against a third party who has dealt in good faith with the Corporation or with its assigns that a document bearing the seal of the

	Corporation or its facsimile and issued by the sole director or by one (1) of its directors, of its officers or of its mandataries or agents having actual or usual authority to issue such document is neither valid nor genuine.
25.	Name. The Corporation has a corporate name which shall be assigned to it at the time of its incorporation and it shall exercise its rights and perform its obligations under that name. The sole director or the directors may approve or, as the case may be, abandon, the use of one (1) or more assumed, business, trade or firm names or trade-marks so as to enable the Corporation to carry on business or to identify itself, or, as the case may be, to cease to carry on business or to identify itself, by a name other than its corporate name or to identify, or to cease to identify, its wares or its services under one (1) or more trade-marks. However, the corporate name of the Corporation shall be set out in legible characters on all its negotiable instruments, contracts, invoices and orders for goods or services.
C.	BOOKS AND REGISTERS
26.	Corporate Records Book. The Corporation shall opt for one (1) or more books in which the following documents, as the case may be, are to be kept:
	a)	a copy of the articles of the Corporation as well as any related certificate;
	b)	the by-laws of the Corporation and any amendments thereto;
	c)	a copy of the unanimous shareholder agreement or of the written declaration of the sole shareholder;
	d)	a copy of the Notices of Directors or of Change of Directors filed with the Director pursuant to sections 106 or 113 of the Act;
	e)	a copy of the Notices of Registered Office or of Change of Registered Office filed with the Director pursuant to section 19 of the Act;
	f)	a copy of any declaration deposited in the Register;
	g)	the resolutions of the sole director or of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as the minutes of their meetings;
	h)	the resolutions of the sole shareholder or of the shareholders as well as the minutes of the meetings of the shareholders;
	i)	a register of the directors indicating the name, address and citizenship of each director as well as the date of the commencement and, as the case may be, of the end of his term of office;
	j)	a register containing the notices of disclosure of interest given pursuant to subsection 120(6) of the Act;

	k)	a register of the shareholders indicating the name and address of each shareholder as well as the date of his registration as shareholder and, as the case may be, the date on which this registration was cancelled;
	1)	a register of the securities issued by the Corporation indicating, for each class or series of securities, the name, in alphabetical order, and the last-known address, of each of the holders of these securities or their predecessors, the number of securities of each holder and the date and the conditions of any transaction with respect to each security as well as the reference numbers for the purposes of the transfer registers and of the security certificates; and
	m)	a transfer register indicating the designation of the securities transferred, the number and the date of the transfer, the names of the transferor and of the transferee, the number of securities transferred as well as the numbers of the certificates issued and cancelled.
27.	Minutes and resolutions. The minutes of the meetings of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the sole director or of the directors, of the Executive Committee and of the other committees of the Board of Directors as well as the resolutions of the sole shareholder or of the shareholders and the minutes of the meetings of the shareholders may be kept in the same Corporate Records Book under the same tab divider.
28.	Safekeeping. The Corporate Records Book shall be kept at the registered office of the Corporation or at any other place determined by the sole director or by the directors.
29.	Accounting records. The Corporation shall keep an adequate accounting. If the accounting of the Corporation is kept abroad, there shall be kept, at the registered office or at any other office in Canada, books enabling the sole director or the directors to. ascertain on a quarterly basis, with reasonable accuracy, the financial position of the Corporation.
30.	Examination of books, registers and documents. Subject to the Act, the sole shareholder or the shareholders and their creditors, their mandataries or agents as well as the Director may examine, during the normal business hours of the Corporation, the following books, registers and documents: the articles of the Corporation; the by-laws and any amendments thereto; the unanimous shareholder agreement or the written declaration of the sole shareholder; the minutes of the meetings of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the sole director or of the directors, of the Executive Committee and of the other committees of the Board of Directors; the minutes of the meetings of the shareholders and the resolutions of the sole shareholder or of the shareholders; the Notices of Directors or of Change of Directors as well as the Notices of Registered Office or of Change of Registered Office filed with the Director; the copy of any declaration deposited in the Register; the register of the directors of the Corporation; the register of the shareholders of the Corporation; the security register indicating the names and addresses of the shareholder or of the shareholders, the number of securities held and the date and the details of any transaction with respect to the securities; the transfer register. This right of examination may be granted to any person, upon payment of a reasonable fee, where the issued securities of the Corporation are or have been part of a public issue and are held by several persons. Subject to the Act, no shareholder, including the sole shareholder, unless he is also, as the case may be, the sole director or a director, and no creditor of the Corporation may examine the books, registers and documents of the Corporation except for those specifically referred to

	in this paragraph. In addition, the sole director or the directors and the auditor of the Corporation shall have access to the books, registers and documents of the Corporation at all times.
31.	Non-certified copies of documents. The sole shareholder or the shareholders as well as their mandataries or agents may obtain, upon request and without charge, a non-certified copy of the articles, of the by-laws of the Corporation and of any amendments thereto as well as of the unanimous shareholder agreement or of the written declaration of the sole shareholder, as the case may be.
32.	Disclosure of information to shareholders. Unless otherwise provided in the Act, no shareholder may insist upon being informed with respect to the management of the business and of the affairs of the Corporation especially where, in the opinion of the sole director or of the directors, it would be contrary to the interests of the Corporation to render any information public. Subject to paragraph 30 above, the sole director or the directors may determine the conditions under which the books, registers and documents of the Corporation may be made available to the sole shareholder or to the shareholders.

PART II CORPORATION WITH MORE THAN ONE DIRECTOR AND/OR SHAREHOLDER

§1.	REPRESENTATION OF THE CORPORATION
33.	Representative bodies. The Corporation shall act through its representative bodies: the Board of Directors, the officers, the meeting of the shareholders and its other representatives. These bodies shall represent the Corporation within the limits of the powers granted to them by virtue of the Act, of its Regulations, of the articles, of a unanimous shareholder agreement or of the present by-laws. The Board of Directors may be designated by any other name in any document issued by the Corporation.
A.	DIRECTORS
34.	Mandatary or agent. The director shall be considered to be a mandatary or agent of the Corporation. He shall have the powers and the duties set out in the Act, in its Regulations, in the articles, in a unanimous shareholder agreement and in the present by-laws as well as those which are inherent in the nature of his office. In the course of discharging his duties, he shall respect the duties with which he is charged under the Act, its Regulations, the articles, a unanimous shareholder agreement and the present by-laws and he shall act within the limits of the powers granted to him.
35.	Number. The number of directors shall be determined by the Board of Directors between the minimum and the maximum indicated in the articles. Failing such a decision, the number of directors of the Corporation shall be the number of directors elected unanimously by the shareholders entitled to vote or the number of directors determined by a special resolution of the shareholders. Except in the case where subsection 105(4) of the Act applies, the majority of the members of the Board of Directors shall be made up of resident Canadians. The Corporation may amend its articles in order to increase or to decrease the number or the minimum or maximum number of directors, provided that the number of votes in favour of the motion to decrease the

	number of directors exceeds the number of votes cast against this motion, multiplied by the number of directors provided for in the articles. However, a decrease in such numbers may not shorten the term of office of the directors then in office.
36.	Qualifications. Subject to the articles or to a unanimous agreement, a person need not be a shareholder in order to become a director of the Corporation. Moreover, any natural person may be a director except for a person who is under eighteen (18) years of age, a person who is of unsound mind and has been so found by a court of law in Canada or elsewhere, a person who has the status of bankrupt or a person who has been barred by a court of law from holding such an office.
37.	Election. The directors shall be elected by the shareholders at the first meeting of the shareholders and at each annual meeting or, as the case may be, at a special meeting. In the event of a change in the composition of the Board of Directors, the Corporation shall give notice of this change by filing a declaration with the Inspector General in accordance with An Act respecting the legal publicity of sole proprietorships and send to the Director a Notice of Change of Directors in accordance with subsection 113(1) of the Act.
38.	Acceptance of office. A director may accept his office expressly by signing an Acceptance of Office form to this end. Furthermore, Ms acceptance may be made tacitly and, in such a case, it may be inferred from the actions, from the acts, from the deeds and even from the silence of the director.
39.	Term of office. Unless otherwise decided by the shareholders, each director shall hold office for a term of one (1) year or until his successor or his replacement shall have been appointed or elected, unless the term of office of the director ends prematurely. A director whose term of office has ended may be re-elected. The term of office of the first directors whose names appear at the relevant time in the declaration deposited in the Register and in the Notice of Directors prescribed by subsection 106(1) of the Act shall commence on the date of the certificate of incorporation and shall end when that of their successors or of their replacements shall commence.
40.	De facto directors. The actions, the acts or the deeds of the directors shall not be voidable by reason only that the latter were incapable, that their appointment was irregularly made or that a declaration deposited in the Register or that a Notice of Directors or of Change of Directors filed with the Director pursuant to subsections 106(1) or 113(1) of the Act are incomplete, irregular or erroneous. The action, the act or the deed of a person who no longer holds the office of director shall be valid unless, before that action, that act or that deed, a written notice shall have been sent or tendered to the Board of Directors or unless a written notice stating that such person is no longer a director of the Corporation shall have been entered in the Corporate Records Book. This presumption shall only be valid with respect to persons acting in good faith.
41.	Notices to directors. The notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the directors may be sent by registered or by certified mail or delivered in person to the directors, to or at the address indicated at that time in the Corporate Records Book or at the relevant time in the declaration deposited in the Register and in the Notice of Directors or of Change of Directors prescribed by sections 106 or 113 of the Act and filed with the Director. The directors to whom are sent notices or documents by registered or by certified mail shall be deemed to have received them at the date of normal mail delivery for such registered or certified

	mail. In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery, or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement of receipt bearing the signature of the director.
42.	Remuneration and expenses. The directors may fix their own `remuneration without having to pass a resolution to this end. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to them in another capacity. A director may receive advances and shall be entitled to be reimbursed for all expenses incurred in the execution of his office except for those incurred as a result of his own fault. Moreover, the Board of Directors may pay an additional remuneration to any director undertaking any task outside the ordinary course of his office.
43.	Conflict of interest. Any director who is a party to a material contract or to a proposed material contract with the Corporation, or who is a director of, or has a material interest in, any person which is a party to a material contract or to a proposed material contract with the Corporation shall disclose the nature and the extent of his interest at the time and in the manner provided for by the Act. Any such contract or proposed contract shall be submitted to the directors or to the shareholders for approval even if the contract is one which, in the ordinary course of the business of the Corporation, would not require the approval of the directors or of the shareholders, and a director who has an interest in a contract submitted to the directors shall not be entitled to vote on any resolution with respect to its approval except as otherwise provided by the Act. By accepting his office, a director shall be deemed to have given a general notice to the Corporation and to the other directors, disclosing his interest in any contract with regard to his remuneration, to his compensation and to any insurance relating thereto. This provision shall be a sufficient disclosure in accordance with subsection 120(6) of the Act.
44.	Resignation. A director may resign from office by forwarding a letter of resignation to the registered office of the Corporation by courier or by registered or certified mail. The resignation of a director shall be approved by the directors. Subject to such approval, the resignation shall become effective on the date when the letter of resignation shall have been received by the Corporation or on the date specified in the letter of resignation if the latter is subsequent to the date of its sending. Such resignation, however, shall not relieve the director of the obligation of paying any debt owing to the Corporation before his resignation became effective. A director shall be liable for any injury caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment. However, a director shall be entitled to the remuneration which he has earned until the date of his resignation.
45.	Removal from office. Unless otherwise provided in the articles or in a unanimous agreement, any director may be removed from office prematurely by way of an ordinary resolution passed, at a special meeting called for this purpose, by a majority of the shareholders entitled to elect him. Notwithstanding the fact that the director has been removed from office prematurely, without a serious reason and at an inopportune moment, the Corporation shall not be liable for any injury caused to a director by his removal from office. Where the holders of a class or of a series of securities have the exclusive right to elect a director, the latter may only be removed from office by an ordinary resolution passed at a meeting of the holders of that class or of that series. The director against whom a request for removal from office is directed shall be notified of the place, of the date and of the time of the meeting within the same time frame as that

	provided for the calling of the meeting. A director who is informed, in particular by notice, of the calling of a meeting with a view to removing him from office may address the shareholders, orally or in writing, and state the reasons for his opposition to the resolution proposing his removal from office, in accordance with section 110 of the Act. Furthermore, at the same meeting, the shareholders, by way of an ordinary resolution, may fill a vacancy caused by the removal from office of the director.
46.	End of term of office. The term of office of a director of the Corporation shall end in the event of his death, of his resignation, of his removal from office or ipso facto if he no longer qualifies as a director, upon expiry of his term of office, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The term of office of a director shall also end in the event of the bankruptcy of the Corporation.
47.	Vacancies. Subject to subsections 109(3), 111(3), 111(4) and 114(3) of the Act, to paragraph 45 hereof and unless the articles provide otherwise, the directors, if a quorum exists, may fill a vacancy in their numbers on the Board of Directors. If the vacancy cannot be so filled by the directors, the latter shall call, within thirty (30) days, a special meeting of the shareholders in order to fill this vacancy. If there are no longer any directors sitting on the Board of Directors or if the directors fail to call such a meeting within the prescribed time limit, then one (1) or more shareholders holding not less than five percent (5%) of the issued securities of the Corporation may call such a meeting. In the event that the term of office of all the directors shall have ended before any securities of the Corporation have been issued, the last director shall be deemed to have subscribed for one (1) security of the Corporation and such security shall be deemed to have been issued conditionally at the end of the term of office of this director thirty (30) days before the end of such term. At the time of issue of such security, the Corporation shall lend to the last director an amount equal to the realizable value of the security and shall apply the proceeds of this loan in payment of the security so issued. The shareholder shall then proceed forthwith to elect a new Board of Directors. Vacancies on the Board of Directors shall then be filled by way of an ordinary resolution of the shareholders or, as the case may be, of the holders of a class or of a series of securities having an exclusive right to elect the director whose office is vacant. A director appointed to fill a vacancy shall complete the unexpired portion of his pre-decessor’s term and shall remain in office until his successor or his replacement shall have been appointed or elected. The Corporation shall give notice of this change by filing a declaration with the Inspector General pursuant to An Act respecting the legal publicity of sole proprietorships and send to the Director a Notice of Change of Directors in accordance with subsection 113(1) of the Act.
B.	POWERS OF THE DIRECTORS
48.	General rule. The directors shall supervise the management and carry on the business and the affairs of the Corporation and they may execute, in the name of the latter, contracts of any kind which are allowed by law. Generally speaking, they shall exercise all the powers and duties of the Corporation and perform all the actions, the acts or the deeds within the limits of the powers of the latter, except those which the Act or a unanimous agreement expressly reserve for the shareholders. In particular, the directors shall be expressly authorized to lease, to purchase or otherwise to acquire or to sell, to exchange, to hypothecate or to mortgage, to pledge or otherwise to dispose of the movable or immovable property or personal or real property, presently held or after-acquired, of the Corporation. The directors may pass resolutions with respect to reserved powers and a copy of these resolutions shall be kept in the Corporate Records

	Book. Finally, they may perform any other action, act or deed which is useful or necessary in the interests of the Corporation.
49.	Duties. Every director of the Corporation, in the exercise of his powers and in the discharge of his duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation. Moreover, every director of the Corporation shall comply with the Act, with its Regulations, with the articles, with the by-laws of the Corporation and with any unanimous shareholder agreement of the Corporation. In arriving at a decision, he may rely in good faith on the opinion or on the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Corporation.
50.	Gifts inter vivos. The directors may make gifts inter vivos of the assets of the Corporation, even for a substantial value, without having to obtain the consent of the shareholders, provided that such gifts shall be made in the best interests of the Corporation.
51.	By-laws. Unless otherwise provided in the articles, in the by-laws of the Corporation or in a unanimous shareholder agreement, the directors, by way of resolution, may pass, amend or repeal any by-law governing the business and the affairs of the Corporation. By-laws passed, amended or repealed by the directors according to the above shall be submitted to the shareholders at the following meeting. By-laws passed, amended or repealed by the directors shall take effect on the date of their passage, of their amendment or of their repeal by the directors. After confirmation or amendment by the shareholders, they shall continue in force in their original or amended state, as the case may be. However, they shall cease to have effect following their rejection by the shareholders or in the event of failure by the directors to submit them to the shareholders at the meeting following their passage. Furthermore, in the event of a rejection by the shareholders of a by-law or of a failure by the directors to submit such by-law to the meeting of the shareholders, any subsequent resolution by the directors to the same general effect cannot come into force until after confirmation by the shareholders.
52.	Banking or finance. The banking or financial operations of the Corporation shall be carried on with the banks or with the financial institutions designated by the directors. The directors shall also designate one (1) or more persons to carry out these banking or financial operations on behalf of the Corporation.
53.	Financial year. The date of the end of the financial year of the Corporation shall be determined by the directors.
54.	Approval by shareholders. The directors, in their discretion, may submit any contract, decision made or transaction for approval, confirmation or ratification at a meeting of the shareholders called for this purpose. Except in the event of disclosure by a director of the nature or of the extent of his interest in a material contract or in a proposed material contract with the Corporation, any such contract, decision made or transaction shall be approved, confirmed or ratified by way of a resolution passed by a majority of the votes cast at any such meeting and, unless any different or additional requirement is imposed by the Act, by the articles or by any other by-law of the Corporation, such contract, such decision made or such transaction shall be as valid and as binding upon the Corporation and upon the shareholders as if it had been approved, confirmed or ratified by all the shareholders of the Corporation.

C.	MEETINGS OF THE BOARD OF DIRECTORS
55.	Calling of meetings. The Chairman of the Board of Directors, the President of the Corporation, any Vice-President, the Secretary or any two (2) directors may call at any time a meeting of the Board of Directors and the Secretary of the Corporation shall call the meeting when so directed or otherwise authorized to do so. Such meetings shall be called by way of a notice sent by mail, by telegram, by telex or by any other electronic means or delivered in person to the directors, to or at the address appearing at that time in the Corporate Records Book or at the relevant time in the declaration deposited in the Register and in the Notice of Directors or of Change of Directors referred to in sections 106 and 113 of the Act and filed with the Director. The notice of the meeting shall specify the place, the date and the time of such meeting and, subject to paragraph 59 below, be received at least two (2) clear juridical or business days prior to the date set for the meeting. It need specify neither the purpose nor the agenda of the meeting but it shall detail any question respecting the reserved powers. The director shall be deemed to have received such notice within the normal time for delivery according to the means of communication used unless there are reasonable grounds for believing that the notice was not received on time or that it was not received at all. If the address of a director does not appear in the Corporate Records Book, such notice may be sent to the address where, in the judgment of the sender, it is most likely to be received promptly by the director.
56.	First directors’ resolutions. After the issue of the certificate of incorporation, the first directors, by way of resolutions in writing, may pass by-laws, approve forms of security certificates and of registers of the Corporation, authorize the issue of securities, appoint officers, appoint one (1) or more auditors or, as the case may be, accountants of the Corporation, make any necessary arrangements with banks or with financial institutions, and deal with any other question.
57.	Regular meetings. The directors may determine the place, the date and the time where or when regular meetings of the Board of Directors shall be held. A copy of any resolution of the directors setting the place, the date and the time of these regular meetings shall be sent to each director immediately after its passage but no further notice of a regular meeting shall be required unless a question relating to the reserved powers must be dealt with or settled at that meeting.
58.	Annual meeting. Each year, immediately after the annual meeting of the shareholders, a meeting of the Board of Directors made up of the newly-elected directors shall be held, provided that a quorum exists, for the purposes of appointing the officers, the accountant of the Corporation, as the case may be, and the other representatives of the Corporation, and to deal with any question which may be raised thereat. Such meeting shall be held without notice unless a question respecting the reserved powers must be dealt with or settled at that meeting.
59.	Emergency meeting. A meeting of the Board of Directors may be called by any means, at least three (3) hours before the meeting, by one (1) of the persons who have the power to call a meeting of the Board of Directors, if, in the opinion of such person, it is urgent that a meeting be held. In determining the validity of a meeting so called, such notice shall be considered sufficient in itself.
60.	Waiver of notice. Any director, orally or in writing, may waive his right to receive notice of a meeting of the Board of Directors or of a change in such notice or in the time limit indicated therein. Such waiver may be given validly before, during or after the meeting in question. The attendance of a director at the meeting, in itself, shall constitute a waiver, except where he indicates that he is attending the meeting for the express purpose of objecting to the proceedings

	because, among other reasons, the meeting was not validly called. The signing of a written resolution in lieu of a meeting shall also constitute a waiver of notice of the calling and of the holding of an actual meeting.
61.	Place of meetings. Meetings of the Board of Directors shall be held at the registered office of the Corporation or at any other place, in the Province of Quebec or elsewhere, which the directors may determine.
62.	Quorum. Subject to the Act, to the articles, to the by-laws of the Corporation or to a unanimous shareholder agreement, the quorum at a meeting of the Board of Directors shall be a majority of the directors then in office. If a quorum is not attained within fifteen (15) minutes after commencement of the meeting, the directors may only decide on an adjournment thereof. The quorum shall be maintained for the duration of the meeting.
63.	Canadian majority. Unless a majority of the directors attending a meeting is made up of resident Canadians, the directors may not discuss any matter. In accordance with subsection 114(4) of the Act and notwithstanding the above, the directors may conduct business, even in the absence of a majority of resident Canadians, if, among the directors not in attendance, one (1) resident Canadian approves the proceedings in writing, by telephone or by any other means of communication and where the attendance of such director would have enabled the meeting to attain the requisite Canadian majority.
64.	President and Secretary. The Chairman of the Board of Directors or, in his absence, the President of the Corporation or any Vice-President shall chair all meetings of the Board of Directors, and the Secretary of the Corporation shall act as the secretary thereof. In the absence of these persons, the directors shall choose a chairman from their number, and, as the case may be, any person to act as secretary of the meeting.
65.	Procedure. The chairman of a meeting of the Board of Directors shall be responsible for the proper conduct of the meeting, shall submit to the directors the proposals which must be put to a vote and, generally, shall establish reasonable and impartial rules of procedure to be followed, subject to the Act, to the by-laws of the Corporation or to the rules of procedure usually followed during deliberating assemblies. Failure by the chairman of the meeting to submit a proposal shall entitle any director to do so before the rising or the adjournment of said meeting; if such proposal falls within the powers of the directors and if no reference thereto is required in the notice of the meeting, the directors may consider the proposal without it having been seconded. To this end, the agenda for any meeting of the Board of Directors shall be deemed to allow time for the directors to submit their proposals.
66.	Vote. Each director may cast one (1) vote and all questions submitted to the Board of Directors shall be decided by a majority vote of the directors in attendance and voting. Voting shall be by a show of hands unless the chairman of the meeting or a director in attendance requests a ballot. If a ballot is held, the secretary of the meeting shall act as scrutineer and count the ballots. In both cases, if one (1) or more directors participate in a meeting by way of technical means, they shall indicate orally to the secretary the manner in which they shall be casting their vote. Voting by proxy shall not be permitted at meetings of the Board of Directors. The chairman of the meeting shall not have a second or casting vote in the event of a tie vote.
67.	Dissent. A director in attendance at a meeting of the Board of Directors shall not be bound by the actions, by the acts or by the deeds of the Corporation and shall not be deemed to have

	approved all the resolutions passed or all the decisions made if, in the course of the meeting, his dissent is recorded in the minutes of such meeting, whether at his request or not, or if a notice in writing of his dissent is sent to the secretary of the meeting before the adjournment or the rising of the meeting or. if his dissent is sent to the Corporation by registered or by certified mail or is delivered to the registered office of the Corporation immediately after the meeting is adjourned or after it rises. A director absent from a meeting of the Board of Directors shall be deemed not to have approved any resolution or to have participated in any decision made at such meeting, if, within seven (7) days after becoming aware of the resolution, he causes his dissent to be recorded in the minutes of the meeting or if he sends his dissent or causes it to be sent by registered or by certified mail or delivers it or causes it to be delivered to the registered office of the Corporation.
68.	Meeting by way of technical means. All the directors, or one (1) or several directors with the consent of all the other directors of the Corporation, which consent may be given before, during or after the meeting, in a specific manner for a given meeting or in a general manner for all subsequent meetings, may participate in a meeting of the Board of Directors by way of technical means, such as a telephone, which enable them to communicate simultaneously and instantaneously with the other directors or persons attending, or participating in, the meeting. In such cases, these directors shall be deemed to have attended the meeting, which shall be deemed to have been held in the Province of Quebec. The meeting shall also be deemed to be made up of a majority of resident Canadians if a majority of the directors attending, or participating in, the meeting, in person or by way of technical means, is made up of resident Canadians. The directors attending, or participating in, a meeting held using such technical means may decide on any matter, such as the passage of a by-law, one (1) of the reserved powers or the replacement of a director. A director may also declare or disclose any conflict of interest at such meeting. The Secretary shall keep minutes of such meetings and shall record any dissent. The statement by the chairman and by the secretary of the meeting so held to the effect that a director participated in the meeting shall be valid until proven otherwise. In the event of an interruption in the communication with one (1) or more directors, the meeting shall continue to be valid if a quorum is maintained.
69.	Resolutions in lieu of meetings. Resolutions in writing, signed by all the directors entitled to vote thereon at meetings of the Board of Directors, shall be as valid as if they had been passed at such meetings. A copy of these resolutions, once passed, shall be kept with the minutes of the proceedings of the Board of Directors.
70.	Adjournment. The chairman of a meeting of the Board of Directors, with the consent of the majority of the directors in attendance, may adjourn this meeting to another place, date and time without having to provide notice of the meeting again to the directors. The reconvening of any meeting so adjourned may take place without notice if the place, the date and the time of the ad journed meeting are announced at the original meeting. Upon reconvening of the meeting, the directors may validly decide on any matter which was not settled at the original meeting, provided a quorum is present. The directors who constituted the quorum at the original meeting need not be those constituting the quorum at the reconvened meeting. If a quorum does not exist at the reconvened meeting, the meeting shall be deemed to have ended at the previous meeting when the adjournment was pronounced.
71.	Validity. Decisions made during the course of a meeting of the Board of Directors shall be valid notwithstanding any irregularity, thereafter discovered, in the election or in the appointment of one (1) or more directors or their inability to serve as directors.

D.	OFFICERS AND REPRESENTATIVES
72.	Mandataries or agents. The officers and the representatives shall be considered to be mandataries or agents of the Corporation. They shall have the powers and the duties set out in the Act, in its Regulations, in the articles and in the present by-laws as well as those which are inherent in the nature of their office. In the course of discharging their duties, they shall respect the duties with which they are charged under the Act, its Regulations, the articles and the present by-laws and they shall act within the limits of the powers granted to them.
73.	Appointment. Subject to the provisions of the articles, of the by-laws or of any unanimous agreement, the directors may appoint any qualified person, who, unless otherwise provided in the present by-laws, need not necessarily be a shareholder or a director of the Corporation, to the office of President of the Corporation, of Chairman of the Board of Directors, of Vice-President, of Treasurer or of Secretary, and they may provide for assistants to such officers. Moreover, the directors, or the President of the Corporation or the Chairman of the Board of Directors with the consent of the directors, may create any other office and appoint thereto qualified persons, whether they be shareholders of the Corporation or not, to represent the Corporation and to discharge the duties which they may determine. The officers or the representatives may delegate the powers which they have received from the directors as well as those which are inherent in their office. However, they shall select their substitutes carefully and provide them with appropriate instructions.
74.	Cumulative duties. The same person may hold two (2) or more offices within the Corporation, provided that they are not incompatible with each other. Where the same person holds the offices of Secretary and Treasurer, he may, but need not, be designated as the “Secretary-Treasurer” of the Corporation.
75.	Term of office. The term of office of the officers and of the representatives of the Corporation shall begin with their acceptance of the office and such acceptance may be inferred from their actions, from their acts or from their deeds. Their term of office shall continue until their successors or their replacements shall have been appointed by the directors unless their term of office ends prematurely in accordance with paragraphs 94 to 96 of the present by-laws.
76.	Remuneration. The remuneration of the officers or of the representatives of the Corporation shall be fixed by the directors without their having to pass a resolution to this end, or, in the absence of such a decision, by the President of the Corporation. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to the officer or to the representative in another capacity by the Corporation. The fact that any officer, representative or employee shall also be a director or a shareholder of the Corporation shall not disqualify him from receiving, in his capacity as officer, representative or employee, such remuneration as may be determined.
77.	Powers. Subject to the articles, to the by-laws or to a unanimous shareholder agreement, the directors shall determine the powers of the officers and of the representatives of the Corporation. The directors may delegate to them all their powers, except the reserved powers or those which require the approval of the shareholders. The officers and the representatives shall also have the powers inherent in the Act or which normally relate to their office. Furthermore, they may exercise these powers either within or outside the Province of Quebec.

78.	Duties. The officers and the representatives, in the discharge of their duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and within the limits of their respective offices and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Corporation. They shall be deemed to have acted within the limits of their offices when they discharge their duties in a manner which is more advantageous for the Corporation. They shall be held liable to the Corporation for actions, acts or deeds performed alone which they were only authorized to carry out in conjunction with one (1) or more other persons unless they acted in a manner which turned out to be more advantageous for the Corporation than that which had been agreed upon. In arriving at a decision, they may rely in good faith on the opinion or on the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Corporation.
79.	Chairman of the Board of Directors. The directors may appoint a Chairman of the Board of Directors who shall be a director. If a Chairman of the Board of Directors is appointed, the directors may delegate to him all of the powers and duties conferred by the present by-laws on the President of the Corporation as well as any other powers which the directors may determine.
80.	President of the Corporation. The President of the Corporation shall be its chief executive officer subject to the control of the directors. He shall supervise, administer and manage generally the business and the affairs of the Corporation, except for the reserved powers and for the business which must be transacted by the shareholders at annual or special meetings. He shall appoint and dismiss the mandataries or agents as well as hire, lay off, fire or dismiss the employees of the Corporation. He shall also exercise all the powers and discharge all the duties delegated to him by the directors. When requested to do so by the directors, or by one (1) or more of them, he shall provide all relevant information relating to the business and to the affairs of the Corporation. If no Chairman of the Board of Directors has been elected, or, if he is absent or unable to act, the President of the Corporation, if he is a director and if he is in attendance, shall chair all meetings of the Board of Directors and all meetings of the shareholders.
81.	Vice-President. In the absence of the President of the Corporation or in the event of the latter’s inability, refusal or failure to act, the Vice-President shall possess all the powers and assume all the duties of the President of the Corporation save that no Vice-President shall chair a meeting of the Board of Directors or a meeting of the shareholders who is not otherwise qualified to attend such meeting as a director or as a shareholder, as the case may be. If there is more than one (1) Vice-President, the President of the Corporation shall designate any Vice-President to act on his behalf, and, if the President of the Corporation fails to do so, the directors may designate such Vice-President and, finally, failing such designation by the directors, the Vice-Presidents may act on the basis of seniority.
82.	Treasurer. The Treasurer shall manage generally the finances of the Corporation. He shall be responsible for all funds, securities, books, receipts or discharges and other documents of the Corporation. He shall deposit all money and other valuables in the name and to the credit of the Corporation in the bank or financial institution chosen by the directors. He shall submit at each meeting of Board of Directors, whenever required to do so by the President of the Corporation or by a director, a detailed statement of account of the receipts and disbursements as well as a detailed accounting of the financial position of the Corporation. He shall present a detailed financial statement of the Corporation, prepared in accordance with the Act, at the meeting of the Board of Directors prior to the annual meeting of the shareholders. He shall be responsible for receiving, and for issuing receipts for, the amounts payable to the Corporation, and for

	paying, and for receiving receipts for, amounts which the Corporation owes, whatever the source of the funds may be. He shall discharge all duties which are inherent in his office as well as those powers and duties determined by the directors. The latter may appoint an Assistant-Treasurer in order to assist the Treasurer of the Corporation in the discharge of his duties.
83.	Secretary. The Secretary shall act as secretary at all meetings of the Board of Directors, of the Executive Committee, unless the latter decides otherwise, and of the other committees of the Board of Directors as well as at all the meetings of the shareholders. He shall ensure that all notices are given and that all documents are sent in accordance with the provisions the Act and with the by-laws of the Corporation and he shall keep, in the Corporate Records Book, the minutes of the meetings of the Board of Directors, of the Executive Committee and of the other committees of the Board of Directors and of the meetings of the shareholders as well as the resolutions of the directors, of the Executive Committee and of the other committees of the Board of Directors and the resolutions of the shareholders. Moreover, he shall be responsible for the safekeeping of the seal of the Corporation and shall ensure the maintenance and the updating of all books, registers, reports, certificates and other documents of the Corporation. He shall also be responsible for the filing of the records of the latter. He shall countersign the minutes and the security certificates. Finally, he shall discharge such other duties as shall be entrusted to him by the President of the Corporation or by the directors. The Assistant-Secretary shall exercise the powers and discharge the duties which are delegated to him by the directors or by the Secretary.
84.	General Manager. The directors may appoint a resident Canadian among them to act as General Manager. They may delegate to him all their powers except for the reserved powers. The remuneration of the General Manager shall be fixed by the directors. Unless otherwise provided, such remuneration shall be in addition to any other remuneration to be paid to him in another capacity by the Corporation. The General Manager shall be entitled to be compensated by the Corporation for fees and expenses incurred in the discharge of his duties except for those incurred as a result of his own fault.
85.	Posting of security bond. The directors, the President of the Corporation or any person designated by any one (1) of them, may require that certain officers, representatives or employees of the Corporation post a security bond, in such form and containing such guarantees as the directors may determine, in order to guarantee the proper performance of their powers and discharge of their duties.
86.	Conflict of interest. Any officer or representative shall avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation and he shall declare or disclose any conflict of interest to the directors. The rules governing conflicts of interest of the directors shall apply, with all necessary changes, to the officers and to the representatives.
87.	Signing of documents. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the President of the Corporation alone or by two (2) persons holding the office of Vice-President, of Chairman of the Board of Directors, of director, of Secretary, of Treasurer or of General Manager or by their duly authorized assistants and all contracts, documents or instruments in writing so signed shall bind the Corporation without the necessity of any other authorization or formality. The directors may also authorize any other person to sign and to deliver on behalf of the Corporation all contracts, documents or instruments in writing and such authorization may be given by way of resolution in general or in specific terms.

88.	Signing of declarations to be deposited in the Register. The declarations which are to be filed with the Inspector General pursuant to An Act respecting the legal publicity of sole proprietorships may be signed by the President of the Corporation, by any director of the Corporation or by any person designated by the directors.
89.	Mechanically-reproduced signature. Subject to the Act, the directors may permit the contracts, documents or instruments in writing which are issued by the Corporation to bear mechanically- reproduced signatures. The signature appearing on a resolution in lieu of a meeting of the Board of Directors or of the shareholders may also be mechanically reproduced, including the use of a stamp as a signature.
90.	Proxyholder of the Corporation. The directors may authorize any person to sign and to convey proxies and to ensure that the proper ballots or other evidence of the right to vote attached to all the securities held by the Corporation shall be issued. Furthermore, the directors, from time to time, may determine the manner in which, and designate one (1) or more persons by whom, the rights to vote may or shall be exercised.
91.	Legal or other proceedings. The President of the Corporation or any other person authorized by the directors or by the President of the Corporation shall be respectively authorized to commence any action, suit, application, proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding on behalf of the Corporation or to appear and to answer for the Corporation with respect to any writ, order or injunction, issued by any court of law or by any tribunal, with respect to any interrogatories upon articulated facts or examinations for discovery, and with respect to any other action, suit, application or other legal proceeding in which the Corporation shall be involved; to answer in the name of the Corporation with respect to any seizure by garnishment in which the Corporation shall be garnishee and to make any affidavit or sworn declaration relating to such garnishment or to any other legal proceeding to which the Corporation shall be made a party; to make demands or requests for assignment of property or applications or petitions for winding-up or liquidation or sequestration or receivership orders against any debtor of the Corporation; to attend, and to vote at, any meeting of the creditors or of the debtors of the Corporation; to grant proxies and to take, with respect to such actions, suits, applications or other legal proceedings, any other action, act or deed or to make any other decision deemed to be in the best interests of the Corporation.
92.	Prima facie evidence of by-law. A copy of a by-law of the Corporation to which the seal of the Corporation has been affixed and which purports to have been signed by the President of the Corporation or by the Secretary thereof shall be admissible as against any shareholder of the Corporation as being, in itself, prima facie evidence of the by-law.
93.	De facto officers or representatives. The actions, the acts or the deeds carried out by the officers or by the representatives shall not be voidable by reason only of the fact that the latter were incapable or that their appointment was irregularly made.
94.	Resignation. Any officer or representative may resign from office by forwarding a letter of resignation to the registered office of the Corporation by courier or by registered or certified mail. The resignation shall become effective upon receipt of the letter of resignation by the Corporation or at any later date specified therein. The resignation of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation. However, the resignation shall not relieve the officer or the representative of the obligation of paying any debt owing by him to the Corporation before such resignation became

	effective. The officer or the representative shall be liable for any injury caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
95.	Removal from office. The directors may remove from office any officer or representative of the Corporation and may choose the successor or the replacement of such person. Nevertheless, the removal from office of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation. However, the Corporation shall be liable for any injury caused to the officer or to the representative by his removal from office without a serious reason and at an inopportune moment.
96.	End of term of office. The term of office of an officer or of a representative shall end upon his death, his resignation, his removal from office, upon expiry of his term of office as officer or representative, if he is of unsound mind and is so found by a court of law in Canada or elsewhere, if he acquires the status of bankrupt, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.
E.	EXECUTIVE COMMITTEE AND OTHER COMMITTEES
97.	Appointment. The directors may create an Executive Committee and appoint its members. The appointment of the members of the Executive Committee shall normally take place at the meeting of the Board of Directors immediately following the annual meeting of the shareholders.
98.	Qualifications. The members of the Executive Committee of the Board of Directors shall be chosen from among the directors. A majority of the members of the Executive Committee shall be made up of resident Canadians unless subsection 105(4) of the Act applies.
99.	Powers. Subject to the restrictions on the exercise of powers provided for in subsection 115(3) of the Act, the Executive Committee shall exercise, under the control of the directors, all the powers of the directors with regard to the management and control of the business and of the affairs of the Corporation, except for the reserved powers and for those powers which require the approval of the shareholders. The Executive Committee shall report on its activities to the directors who may reverse or modify the decisions of the Executive Committee, subject to the rights of third parties. The Executive Committee shall consult with, and assist, the officers and the representatives in all the business and the affairs concerning the Corporation and its management.
100.	Meetings. The directors or any person appointed by them may call meetings of the Executive Committee at any time. These meetings shall be chaired by the Chairman of the Board of Directors, or, in his absence, by a chairman selected from among their number by the members of the Executive Committee in attendance at the meeting. The Secretary of the Corporation shall also act as the secretary of the Executive Committee, unless the Executive Committee decides otherwise. Written resolutions signed by all the members of the Executive Committee shall be as valid as if they had been passed at a meeting of the Executive Committee. A copy of these resolutions, once passed, shall be kept with the minutes of the proceedings of the Executive Committee. The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of the Executive Committee. The quorum at meetings of the Executive Committee shall be a majority of the members of the Executive Committee.

101.	Remuneration. Members of the Executive Committee shall be entitled for their services to the remuneration which the directors of the Corporation shall fix without having to pass a resolution to this end. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to them in another capacity by the Corporation.
102.	Compensation. Members of the Executive Committee shall be entitled to be compensated by the Corporation for fees and expenses incurred in the discharge of their duties. Such compensation shall be made in accordance with the Division of the present by-laws entitled “Protection of the Directors, of the Officers and of the Representatives”.
103.	Other committees. The directors may also create other advisory committees which they deem necessary and appoint any person to serve thereon, whether or not such person be a director of the Corporation. The powers of these other committees shall be limited to those powers delegated to them by the directors and such other committees shall only have access to such information as the directors may determine. Members of these other committees shall be entitled for their services to the remuneration which the directors of the Corporation shall fix without having to pass a resolution to this end. They shall also be entitled to be compensated by the Corporation for fees and expenses incurred in the discharge of their duties. Such compensation shall be made in accordance with the Division of the present by-laws entitled “Protection of the Directors, of the Officers and of the Representatives”. The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of these other committees. The quorum at meetings of each of these committees shall be a majority of the members of that committee.
104.	Dissent. A member of the Executive Committee or of another committee of the Board of Directors in attendance at a meeting of the Executive Committee or of such other committee shall not be bound by the actions, by the acts or by the deeds of the Corporation and shall not be deemed to have approved all the resolutions passed or all the decisions made if, in the course of the meeting, his dissent is recorded in the minutes of such meeting, whether at his request or not, or if a notice in writing of his dissent is sent to the secretary of the meeting before the adjournment or the rising of the meeting or if his dissent is sent to the Corporation by registered or by certified mail or is delivered to the registered office of the Corporation immediately after the meeting is adjourned or after it rises. A member of the Executive Committee or of another committee of the Board of Directors absent from a meeting of the Executive Committee or of such other committee shall be deemed not to have approved any resolution or to have participated in any decision made at such meeting, if, within seven (7) days after becoming aware of the resolution, he causes his dissent to be recorded in the minutes of the meeting or if he sends his dissent or causes it to be sent by registered or by certified mail or delivers it or causes it to be delivered to the registered office of the Corporation.
105.	Removal from office and replacement. The directors may remove from office any member of the Executive Committee or of any other committee of the Board of Directors. Despite the fact that the removal from office of a member of the Executive Committee shall have been carried out prematurely, without a serious reason and at an inopportune moment, the Corporation shall not be liable for any injury caused to the member of the Executive Committee. The directors may fill any vacancy which occurs on any committee at a meeting called for this purpose or by way of resolution.
106.	End of term of office. The term of office of a member of the Executive Committee or of any other committee of the Board of Directors shall end by reason of his death, of his resignation,

	of his removal from office by the directors, upon expiry of his term of office, if he is of unsound mind and is so found by a court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from serving as a director or as a member of the Executive Committee or of another committee of the Board of Directors, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.
F.	DIVISIONS
107.	Creation. The directors may separate the activities of the Corporation into divisions according to such criteria (such as type of activity, geographical territory, etc.) and for such purposes as they may determine. They may also subdivide the activities of such divisions into subdivisions or consolidate these divisions or subdivisions according to such criteria as they may determine.
108.	Management. The directors, or the President of the Corporation with the consent of the directors, may appoint one (1) or more persons to manage a division or a subdivision and may determine their powers, duties, terms of employment and remuneration. The persons managing such divisions or subdivisions of the Corporation, by reason only of that fact, shall not be officers of the Corporation.
G.	PROTECTION OF THE DIRECTORS, OF THE OFFICERS AND OF THE REPRESENTATIVES
109.	Exclusion of liability vis-à-vis the Corporation and third parties. Except as otherwise provided in the Act or in the by-laws of the Corporation, no director or officer acting or having acted for or in the name of the Corporation shall be held liable, in this capacity or in his capacity as mandatary or agent of the latter, whether it be vis-à-vis the Corporation or third parties, for the actions, the acts or the deeds, the things done or allowed to be done, the omissions, the decisions made or not made, the liabilities, the undertakings, the payments made, the receipts given or the discharges granted, the negligence or the faults of any other director, officer, employee, servant or representative of the Corporation. Among other things, no director or officer shall be held liable vis-à-vis the Corporation for any direct or indirect loss suffered by the latter for any reason whatsoever; more specifically, he shall not be held liable either for the insufficiency or the deficiency of title to any property acquired by the Corporation, or for or on its behalf, or for the insufficiency or the deficiency of any security or debt instrument in or by which any of the funds or of the assets of the Corporation shall be or have been placed or invested or yet for any loss or damage resulting from the bankruptcy, from the insolvency or from the delictual or tortious action, act or deed of any person, including any person with whom or with which funds, securities, assets or negotiable instruments shall be or have been placed or deposited. Furthermore, the directors or the officers shall not be held liable vis-à-vis the Corporation for any loss, conversion of property, misappropriation, embezzlement or any other damage resulting from any dealings with respect to any funds, assets or securities or for any other loss, damage or misfortune whatsoever which may occur in the discharge of, or in relation to the discharge of, their duties unless the same shall occur owing to their failure to discharge the duties of their office prudently, diligently, honestly and faithfully in the best interests of the Corporation or owing to the fact that the directors or the officers shall have placed themselves in a position of conflict of interest between their personal interest and that of the Corporation. None of the above shall be interpreted in such a way as to relieve a director or an officer of his duty to act in accordance with the Act and with its Regulations or of his joint or several liability for any breach thereof, in particular in the event of a breach of the specific provisions of the Act or of its

	Regulations. Moreover, the directors or the officers shall not be held individually or personally liable vis-à-vis third parties for the duration of their term of office in respect of a contract, a decision made, an undertaking or a transaction, whether or not concluded, or with respect to bills of exchange, to promissory notes or to cheques drawn, accepted or endorsed, to the extent that they are acting or they acted in the name, or on behalf, of the Corporation, in the ordinary course of the performance of the powers which they have received, unless they acted prior to the incorporation of the Corporation and unless their actions, their acts or their deeds have not been ratified by the Corporation within the time limit prescribed by the Act after its incorporation.
110.	Right to compensation. The Corporation shall compensate its directors, its officers or its representatives in respect of all costs or expenses reasonably incurred by them in connection with the defence of an action, of a suit, of an application, of a proceeding of a civil, of a criminal or of an administrative nature or of any other legal proceeding to which one (1) or more of them were parties by reason of their duties or of their office, whether this action, this suit, this application or this legal proceeding was commenced by or on behalf of the Corporation or by a third party. Reasonable costs or expenses shall include, in particular, all damages or fines arising from the actions, from the acts or from the deeds done by the directors, by the officers or by the representatives in the discharge of their duties as well as all amounts paid to settle an action or to satisfy a judgment. The right to compensation shall exist only to the extent that the directors, the officers or the representatives were substantially successful on the merits in their defence of the action, of the suit, of the application or of the legal proceeding, that they acted prudently, diligently, honestly and faithfully in the best interests of the Corporation, that they did not place themselves in a position of conflict of interest between their personal interest and that of the Corporation, and, in the case of an action, of a suit, of an application or of a proceeding of a criminal or of an administrative nature leading to the imposition of a fine, to the extent that they had reasonable grounds for believing that their conduct was lawful or to the extent that they were acquitted or freed. The Corporation shall assume these liabilities in respect of any person who acts or acted at its request as a director, as an officer or as a representative of a body corporate of which the Corporation is or was a shareholder or a creditor. As the case may be, this compensation shall be paid to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the directors, of the officers or of the representatives, in accordance with paragraph 114 below.
111.	Legal action by third party. Where an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding is commenced by a third party against one (1) or more of the directors, of the officers or of the representatives of the Corporation for one (1) or more actions, acts or deeds done in the discharge of their duties, the Corporation shall assume the defence of its mandatary or agent.
112.	Legal action by the Corporation. Where an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding is commenced by the Corporation against one (1) or more of its directors, of its officers or of its representatives for one (1) or more actions, acts or deeds done in the discharge of their duties, the Corporation may pay compensation to the directors, to the officers or to the representatives if it loses its case and if a court of law or a tribunal so orders. If the Corporation wins its case only in part, the court of law or the tribunal may determine the amount of the costs or of the expenses which the Corporation shall assume.

113.	Liability insurance. The Corporation may purchase and maintain insurance for the benefit of its directors, of its officers, of its representatives, of their predecessors as well as of their heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants covering any liability incurred by them by reason of their acting or having acted as a director, as an officer or as a representative of the Corporation or, at the request of the latter, of a body corporate of which the Corporation is or was a shareholder or a creditor. However, this insurance may cover neither the liability arising from the failure of the insured to act prudently, diligently, honestly and faithfully in the best interests of the Corporation, nor the liability arising from a fault or gross negligence or from a personal offence severable from the discharge of their duties or the liability arising from the fact that the insured shall have placed themselves in a position of conflict of interest between their personal interest and that of the Corporation.
114.	Compensation after end of term of office. The compensation provided for in the preceding paragraphs may be obtained even after the person has ceased to hold the office of director, of officer or of representative of the Corporation or, as the case may be, of a body corporate of which the Corporation is or was a shareholder or a creditor. In the event of death, the compensation may be paid to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of such person. Such compensation may also be combined with any other recourse which the director, the officer, the representative, one (1) of his predecessors as well as his heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants may have.
115.	Determination of conditions precedent to compensation. In the event that a court of law or a tribunal has not made a finding on the matter, the compliance or the non-compliance of the conduct of a director, of an officer or of a representative with the standards of conduct set out in paragraph 110 above, or the question of whether a case was won in part or whether a person was substantially successful on the merits in his defence of the action, of the suit, of the application or of the legal proceeding shall be determined in the following manner: a) by a majority vote of the directors who are not parties to such action, suit, application or legal proceeding, if a quorum exists; or b) by way of opinion from an independent legal counsel if such a quorum of the directors cannot be attained, or, even if attained, if a quorum of the directors who are not parties to such action, suit, application or legal proceeding so decides; or, failing the above, c) by decision of the majority of the shareholders of the Corporation.
116.	Place of action. The powers and the duties of the Corporation with respect to the compensation of any director, officer or representative shall apply regardless of the place where the action, the suit, the application or the legal proceeding shall have been filed.
§2.	SHAREHOLDERS
A.	SECURITIES
117.	Allotment and issue of securities. Unless otherwise provided in the Act, in the articles, in the by-laws or in a unanimous shareholder agreement, the directors, by way of resolution, may accept subscriptions for securities, allot or issue securities of the share capital of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as they see fit, provided that no security of the Corporation may be issued before having been fully paid-

	up either in specie or in property or in services rendered the fair value of which cannot be less than the amount of money which the Corporation could have received if the securities had been fully paid-up in specie or they may otherwise dispose thereof or alienate them in favour of any person for a consideration which shall not contravene the Act, the articles, the by-laws or the unanimous shareholder agreement.
118.	Commission. The directors may authorize the Corporation to pay a reasonable commission to a person in consideration of his purchasing or agreeing to purchase securities of the Corporation, directly from the Corporation or from any other person, or of his procuring or agreeing to procure purchasers for any such securities.
119.	Joint shareholders. Where two (2) or more persons are registered as joint shareholders in the securities’ register of the Corporation, any one (1) of them may give receipts and grant discharges in respect of any dividends, payments of capital, of interest and/or payment of the redemption price or other payments with regard to the securities held jointly. In such cases, the joint shareholder who acts shall be deemed to have been appointed manager by the other joint shareholder or shareholders.
120.	New shareholder. Any person who, by operation of the Act, by transfer or by any other means, becomes a shareholder of the Corporation shall be bound by any notice or document relating thereto, if such notice or document was duly sent to the name and address of the person from whom or from which he acquired his title to such securities, prior to the new shareholder registering the securities.
B.	SECURITY CERTIFICATES
121.	Right to a certificate. Each shareholder, in his discretion, shall be entitled either to a security certificate representing the securities which he holds in the Corporation or to an irrevocable acknowledgement in writing of his right to obtain a security certificate of the Corporation, detailing the number, the class and the series of securities which he holds as indicated in the securities’ register. Such certificate shall be in a form approved by the directors.
122.	Signing of certificates. Certificates representing the securities of the Corporation shall be signed manually by, or on behalf of, at least one (1) of the directors or officers of the Corporation or by, or on behalf of, one (1) of its registration or transfer agents or by a trustee who shall certify them to be in accordance with a trust indenture. A handwritten signature shall not be required, however, on a security certificate representing a demand note which has not been issued pursuant to a trust indenture, a fractional security, an option or the right to acquire securities, or scrips.
123.	Additional signatures. The directors may determine any additional signatures which may be required on the certificates representing the securities of the Corporation. Such signatures may be printed or mechanically reproduced, even if the signatories have ceased to hold office.
124.	Joint holders. The Corporation shall not be required to issue more than one (1) certificate in respect of securities held jointly by several persons. In the event of a jointly-held security, delivery of the certificate to one (1) of the joint holders shall constitute sufficient delivery to all.
125.	Full copy of text. The Corporation shall provide shareholders, at their request and free of charge, with a full copy of the text of the rights, of the privileges, of the conditions and of the restrictions attaching to each class or series of securities making up the share capital of the

	Corporation as well as of the authority of the directors to fix the rights, the privileges, the conditions and the restrictions of subsequent series.
126.	Fractional securities. If fractional securities are issued, for each fractional security, the Corporation may issue either a certificate or bearer scrips entitling one to a full security in exchange for all the corresponding scrips. Such scrips or certificates shall not be required to bear a handwritten signature.
127.	Evidence. In a legal action with regard to securities, unless specifically denied in the pleadings, the signatures on the security certificates or the required endorsements shall be admissible without the necessity of adducing further evidence.
128.	Replacement of certificates. Where a shareholder declares in writing that a security certificate which he holds has been lost, destroyed or stolen, and describes the circumstances surrounding the event, the Corporation shall issue a new certificate in favour of the shareholder, provided that:

a)	the shareholder’s request has been made to the Corporation before the latter has been notified of the acquisition of this certificate by a purchaser acting in good faith;
b)	the shareholder has provided the Corporation with a sufficient bond; and
c)	the shareholder has satisfied any other reasonable requirements which the directors, the President or the Secretary of the Corporation may determine.

C.	TRANSFER OF SECURITIES
129.	Securities’ and transfer registers. The directors shall determine the place within the Province of Quebec where the Corporation shall keep a central register of the securities which it has issued, and failing such a decision, this register shall be kept at the registered office of the Corporation. The directors may also determine one (1) or more places, within or outside the Province of Quebec, where branch transfer registers shall or may be kept. The central and branch transfer registers shall be kept by the Secretary of the Corporation or by the mandataries or agents designated by the directors.
130.	Transfer agents. The directors may appoint as mandataries or agents one (1) or more transfer agents for the purpose of holding a central securities’ register or, as the case may be, branch transfer registers. The directors may also pass by-laws concerning such transfers of securities. The transfer agent shall keep the registers required for the recording of any transaction of securities. All security certificates which a transfer agent shall issue after his appointment shall bear his signature and such certificates shall only be valid if he countersigns them. The directors shall have the power to remove the transfer agents whom they have appointed. However, the Corporation shall be held liable for any injury caused to the transfer agents by their removal without a serious reason and at an inopportune moment.
131.	Transfers of securities. Subject to the Act and to the provisions of paragraph 136 below, a transfer of securities shall be subject to the restrictions contained in the articles and in the by-laws of the Corporation and, as the case may be, in any unanimous shareholder agreement. All transfers of securities of the share capital of the Corporation and all details relating thereto shall be recorded in the central securities’ register or in the branch transfer registers of the

	Corporation. However, no transfer of securities shall be validly entered in one (1) of these registers of the Corporation or authorized to be entered therein unless the certificate representing the securities to be transferred shall have been returned to the Secretary of the Corporation for cancellation. The Secretary shall inscribe the word “cancelled” as well as the date of cancellation on any certificate returned to him. If no certificate representing the transferred securities has been issued by the Corporation, an instrument in writing documenting the power to transfer shall be presented prior to the registration of the transfer.
132.	Lien on a security. If the articles of the Corporation provide that the securities issued by the latter are subject to a lien registered in the name of the shareholder for a debt owed by the shareholder to the Corporation, the directors may refuse to register the transfer of this security until such debt has been reimbursed.
133.	Enforcement of a lien. Any proceeds from the sale of securities carried out by the directors in order to enforce a lien held by the Corporation shall be allocated as follows: first, to the payment of costs brought about by this sale, then, to any amount owing by the shareholder to the Corporation and, finally, the balance, if any, shall be returned to the shareholder. Such a sale cannot take place before the debt shall be due and owing nor before the directors shall have notified the shareholder or his heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the fact that the debt has become due, of the among owing and of their intention to proceed with the sale of the securities nor before the shareholder in default has neglected to remedy such default within seven (7) days of the receipt of such notice.
134.	Registration of transfers. Subject to the Act and to the provisions of paragraph 136 below, no transfer of securities or of warrants shall be registered in the securities’ register of the Corporation unless:

a)	the security certificate has been duly endorsed by the proper person;
b)	a reasonable assurance has been given to the effect that the endorsement is genuine;
c)	every act or statute in Canada or in a province or territory of Canada with respect to the collection of income tax, sales taxes or charges, duties or fees has been complied with;
d)	any restriction on its issue, on its transfer or on the holding thereof as authorized by the articles has been complied with; and
e)	any lien on the securities as provided for in paragraph 132 above has been reimbursed.

135.

Deceased shareholder. In the event of the death of the holder or of one (1) of the joint holders of any security of the Corporation, the Corporation shall neither modify the securities’ register or the transfer register nor pay any dividend or make any other distribution relating to the security in question unless all the documents which may be required by the Act shall have been submitted and all reasonable requirements imposed by the Corporation or by its transfer agents shall have been satisfied.

136.

Effect of registration. Subject to the Act, the Corporation may consider the registered holder of a security as the only person eligible to vote, to receive assets, interest, dividends or other payments and to exercise the other rights and privileges attaching to this capacity.

D.	DIVIDENDS
137.	Declaration and payment. Subject to the Act and unless otherwise provided in a unanimous shareholder agreement and subject to it being established that the Corporation is or will be able to discharge its liabilities when due and that the realizable value of its assets will not be less than the aggregate of its liabilities and of its stated capital, the directors may declare and pay dividends to the shareholders according to their respective rights and interests in the Corporation. The directors shall not be compelled to make any distribution of the profits of the Corporation; thus they may create a reserve fund for the payment of dividends or set aside such profits in whole or in part in order to keep them as a reserve fund of any kind. Such dividends may be paid in specie, in property or by the issue of fully paid-up securities of the Corporation.
138.	Payment. Unless the holder otherwise indicates, a dividend payable in specie shall be paid by cheque to the order of the registered holder of the securities of the class in respect of which a dividend has been declared and shall be delivered or mailed by prepaid ordinary mail to such registered holder to or at the address appearing at that time in the registers of the Corporation. In the case of joint holders, unless such joint holders otherwise direct, the cheque shall be made payable to the order of all of such joint holders and be delivered or mailed to them to or at the address of one (1) of them appearing at that time in the registers of the Corporation. The mailing of such cheque as aforesaid, unless the same is not paid upon due presentation, shall satisfy all claims and discharge the Corporation of its liability for the dividend to the extent of the amount of the cheque. In the event of non-receipt of the dividend cheque by the person to whom it was delivered or mailed as aforesaid, the Corporation shall issue to such person a replacement cheque for the same amount on such terms as determined by the directors.
139.	Unclaimed dividend. The right to any dividend unclaimed after a period of three (3) years from its declaration date shall be lost and the dividend shall revert to the Corporation.
140.	Joint shareholders. Where two (2) or more persons are registered as joint shareholders in the Corporate Records Book, each of the shareholders may grant a valid discharge in respect of the payment of any dividend. In such a case, the shareholder who acts shall be deemed to have been appointed manager by the other joint shareholder or shareholders.
141.	Set-off. The directors, in their discretion, may apply, in whole or in part, any amount of dividend declared payable to a shareholder to set off any debt owed by the shareholder to the Corporation.
E.	NOTICES AND INFORMATION TO SHAREHOLDERS
142.	Notices to shareholders. Subject to the provisions of paragraphs 147, 148 and 151 below, the notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the shareholders may be sent by registered or by certified mail or delivered in person to the shareholders, to or at the address indicated at that time in the Corporate Records Book or in the registers of its transfer agent. Where two (2) or more persons hold securities jointly, the notices or the documents shall be sent to one (1) of the persons entered as joint shareholders in the Corporate Records Book or in the registers of the transfer agent and this shall constitute sufficient notice with respect to the other joint shareholder or shareholders unless the joint shareholders have appointed a manager, in which case the notices or the documents shall be sent to the latter. Receipt by a shareholder of a notice or of a document sent by registered or by certified mail shall be deemed to have taken

	place at the time when, according to the ordinary course of mail delivery, the registered or certified letter containing such notice or document should have been received. In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement of receipt bearing the signature of the shareholder.
143.	Addresses of shareholders. In addition to the persons referred to in subsection 51(2) of the Act, the Corporation may consider the holder of the securities who is registered in the securities’ register of the Corporation as being the person entitled to receive the notices or the documents required to be sent to the shareholders. The sending of any notice or document to such person, in accordance with paragraph 142 above, shall constitute sufficient notice to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the shareholder. Each shareholder shall provide the Corporation with an address where the notices or the documents shall be sent to him or left for him, failing which he shall be deemed to have waived his right to receive such notices or documents.
144.	Untraceable shareholder. The Corporation shall not be obliged to send the notices or the documents required by the Act, by its Regulations, by the articles, by the by-laws of the Corporation or by a unanimous shareholder agreement to be sent to the shareholders where previous notices or documents have been returned to it on more than three (3) consecutive occasions, unless the untraceable shareholder has notified the Corporation in writing of his new address.
145.	Notice of record date. The directors may fix in advance, between the fiftieth (50th) and the twenty first (21st) day preceding the date when a meeting of the shareholders is to take place, a record date in order to determine the shareholders eligible to receive notice of such meeting. Where no record date has been set, the record date in order to determine the shareholders entitled to receive notice of a meeting of the shareholders shall be the eve of the day when such notice is given, at the time of close of business, or the day of the meeting itself, in the absence of notice.
F.	MEETINGS OF THE SHAREHOLDERS
146.	Annual meetings. Annual meetings of the shareholders of the Corporation shall be held no later than eighteen (18) months following the incorporation of the Corporation and thereafter within fifteen (15) months following the date of the preceding annual meeting. The directors shall determine the exact date as well as the time and the place of any such meeting. The annual meeting of the shareholders shall convene to take notice of the financial statements of the Corporation and of the other documents which are required by the Act to be placed on the agenda of the annual meeting, to elect directors, to appoint one (1) or more auditors, as the case may be, and to fix, or authorize the directors to fix, their remuneration, and to decide on any other matter which may be placed on the agenda. The annual meetings may be called by the President of the Corporation or by any director in accordance with paragraph 151.

147.	Special meeting. Special meeting of the shareholders of the Corporation may be called at any time by a majority vote of the Board of Directors.
148.	Calling by shareholders. The holders of not less than twenty per cent (20%) of the securities issued by the Corporation which carry the right to vote at the meeting sought to be held may request that the directors call a meeting for the purposes stated in their request. The request, which may consist of several documents of like form signed by at least one (1) of the shareholders, shall state the items on the agenda of the meeting to be called. It shall be sent to each director and to the registered office of the Corporation. The directors shall call the meeting within twenty-one (21) days following receipt of the request in order to debate the questions referred to therein. The directors, however, shall not be obliged to call the meeting if the notice of a record date set pursuant to subsection 134(2) of the Act has been given in accordance with subsection 134(4) of the Act, if a meeting has already been called and if notice thereof has been given pursuant to section 135 of the Act or if the items on the agenda stated in the request relate to instances described in paragraphs 137(5)b) to e) of the Act. Should the directors fail to call said meeting within the time limits prescribed above, any shareholder who signed the request may do so.
149.	Meetings. Subject to the articles or to any unanimous shareholder agreement, the meetings of the shareholders shall be held at the registered office of the Corporation or at any other place designated by the directors. The meetings may be held validly on land, at sea of in the air.
150.	Deemed meetings. Meetings held by way of written resolutions in lieu of meetings shall be deemed to have been held in the Province of Quebec at the registered office of the Corporation.
151.	Notice of meeting. Notice of the calling of any meeting of the shareholders shall be sent by letter or by telegram, between the fiftieth (50th) and the twenty first (21st) day prior to the meeting, to each shareholder entitled to vote thereat, to each director at his last-know address indicated in the Corporate Records Book and to the auditor.
152.	Notice to the auditor. The auditor of the Corporation shall be entitled to notice of any meeting, to attend such meeting at their own expense and to be heard thereat on any issue pertaining to his duties.
153.	Contents of notice. The notice of the calling of a meeting of the shareholders shall contain all the items on the agenda and state their nature with sufficient detail so as to enable the shareholders to reach an informed opinion with respect thereto and shall reproduce the text of any

	special resolution to be submitted at the meeting. It shall not be necessary for the notice of an annual meeting to indicate that the financial statements of the Corporation and the auditor’s report shall be examined and that the renewal of the latter’s duties and the election of the directors shall be addressed at this meeting, but a copy of the financial statements of the Corporation and of the auditor’s report shall be appended to this notice.
154.	Waiver of notice. A meeting of the shareholders may be held validly at any time and for any purpose without the notice required by the Act, by its Regulations or by the by-laws, if all the shareholders entitled to vote at the meeting as well as all the directors and the auditor waive notice of the meeting in any manner whatsoever. This waiver of the notice of the meeting may take place before, during or after the holding of the meeting. Moreover, the attendance of a shareholder, of a director, of the auditor or of any other person entitled to attend such meeting shall constitute a waiver on his part of notice of the meeting, unless he indicates that he is attending for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called. The signing, by any of the aforementioned persons, of a resolution in lieu of a meeting shall also constitute a waiver of the notice on his part of the calling and of the holding of an actual meeting.
155.	Irregularities. Irregularities affecting the notice of a meeting or the sending thereof, the accidental omission to give such notice or the non-receipt of the notice by a shareholder, by a director, by the auditor or by any other person entitled to attend the meeting in no way shall affect the validity of a meeting of the shareholders. Moreover, the accidental failure in the notice of a meeting to refer to one (1) or more of the matters to be submitted to such meeting, even though reference thereto is required, shall not prohibit the meeting from considering this matter unless it is prejudicial to a shareholder or unless there is a risk of his interests being injured. A certificate from the Secretary, from an officer or from another duly authorized representative of the Corporation shall constitute irrebuttable evidence of the sending of a notice of the meeting to the shareholders and shall be binding upon each of the shareholders.
156.	Persons entitled to attend a meeting. The only persons entitled to attend a meeting of the shareholders shall be those entitled to vote thereat, the directors, the auditor of the Corporation and other persons who, pursuant to the Act, to the articles or to the by-laws of the Corporation, are entitled or required to attend a meeting of the shareholders. Any other person may be admitted to a meeting of the shareholders upon invitation of the chairman of the meeting or if a majority of the shareholders agrees thereto.
157.	Quorum. Subject to the Act, to the articles, to the by-laws of the Corporation or to a unanimous shareholder agreement, the attendance, in person or by proxy, of a person holding or representing at least one (1) security issued by the Corporation and carrying the right to vote shall constitute a quorum at the meeting for the purpose of choosing a chairman of the meeting, as the case may be, and of pronouncing the adjournment of the meeting. For any other purpose, a quorum at a meeting of the shareholders shall be attained, no matter how many persons are actually in attendance when, at least fifteen (15) minutes after the time set for the meeting, the shareholders representing a majority of the votes are in attendance, in person or represented by proxy. Where a quorum is attained at the opening of a meeting of the shareholders, the shareholders attending the meeting in person or represented by proxy may proceed with the business of the meeting notwithstanding the fact that the quorum is not maintained throughout the entire meeting. Where the Corporation only has one (1) shareholder or where only one (1) holder of a class of securities entitled to vote attends the meeting, the attendance of this shareholder in person or represented by proxy shall constitute the quorum at the meeting for any purpose.

158.	Adjournment. A shareholder attending a meeting in person or represented by proxy and constituting a quorum for the purposes of adjourning a meeting may adjourn any meeting of the shareholders. The chairman of the meeting, with the consent of the shareholders attending the meeting in person or represented by proxy and entitled to vote, may adjourn any meeting of the shareholders to a specified place, date and time if he deems it appropriate. Notice of the adjournment of a meeting to a date less than thirty (30) days later shall be given by an announcement made before the latter is adjourned. If a meeting of the shareholders is adjourned one (1) or more times for a total of thirty (30) days or more, notice of the adjournment of such meeting shall be given in the same manner as the notice of the original meeting. In the event that a meeting is held according to the terms of the adjournment, it may validly consider any matter provided that a quorum is attained. The persons who constituted the quorum at the original meeting shall not be required to constitute the quorum at the reconvening of the meeting. If a quorum is not attained at the reconvening of the meeting, the meeting shall be deemed to have ended immediately after adjournment thereof.
159.	Chairman and secretary. The meetings of the shareholders shall be chaired by the President of the Corporation or, failing him, by any Vice-President. The Secretary of the Corporation shall act as the secretary at meetings of the shareholders. In the absence of these persons, the shareholders attending the meeting shall designate any person to act as chairman or secretary of the meeting. It shall not be necessary to appoint a chairman and a secretary in the event of an adjournment.
160.	Procedure. The chairman of a meeting of the shareholders shall be responsible for the proper conduct of the meeting, shall submit to the shareholders the proposals which must be put to a vote and shall establish reasonable and impartial rules of procedure to be followed, subject to the Act, to the articles, to any unanimous shareholder agreement, to the by-laws of the Corporation and to the rules of procedure usually followed during deliberating assemblies. He shall decide on any matter including, but without restricting the generality of the foregoing, issues relating to the validity of proxies. His decisions shall be final and binding on the shareholders.
161.	Resolutions in lieu of meetings. Resolutions in writing, signed by all the shareholders entitled to vote on these resolutions at meetings of the shareholders, shall be as valid as if they had been passed at these meetings. A copy of these resolutions shall be kept with the minutes of these meetings. However, it shall not be possible to decide by way of written resolutions where a director submits a written statement pursuant to subsection 110(2) of the Act in which he gives the reasons for his resignation or for his opposition to his removal or to his replacement or where an auditor submits a written statement pursuant to subsection 168(5) of the Act in which he gives the reasons for his resignation or for his opposition to his removal, to his replacement or to the decision not to appoint an auditor.
G.	RIGHT OF SHAREHOLDERS TO VOTE
162.	General rule. Subject to the articles and to the by-laws of the Corporation, each shareholder shall be entitled to as many votes as he has securities which carry a right to vote at meetings of the shareholders. This right shall belong to the shareholders whose names appear in the securities’ register on the record date, or, if no record date has been set, on the date of the notice of the meeting or, failing that, at the time of close of business on the eve of the date of notice, or, if no notice is given, on the date of the meeting.

163.	Joint shareholders. Where two (2) or more persons hold securities jointly, one (1) of these persons attending a meeting of the shareholders or duly represented thereat; in the absence of the other or of the others, shall be entitled to vote with respect to these securities and, in such a case, shall be deemed to have been appointed manager by the other joint shareholder or shareholders. However, if several of these persons attend the meeting in person or represented by proxy and vote, they shall vote together as one (1) shareholder with respect to the securities which they hold jointly.
164.	Securities held by an administrator of the property of another or by a trustee. Where a person, in his capacity as administrator of the property of another or trustee, holds securities for a shareholder, this person or his proxyholder shall be entitled to vote at any meeting of the shareholders with respect to the securities so held if such securities are voting securities.
165.	Voting by a show of hands and casting vote. Any question submitted to a meeting of the shareholders shall be decided by a vote by a show of hands, unless a ballot is requested or unless the chairman of the meeting prescribes another voting procedure. Proxyholders may vote by a show of hands unless they have received contrary instructions. The chairman of the meeting shall not be entitled to a second or casting vote in the event of a tie vote. At any meeting, a statement by the chairman of the meeting to the effect that a resolution has been passed or defeated unanimously or by a particular majority shall constitute conclusive evidence thereof without it being necessary to prove the number or the percentage of votes cast in favour of, or against, the proposal.
166.	Voting on behalf of a body corporate. The Corporation shall permit any individual authorized by a resolution of the Board of Directors or of the governing body of a body corporate which is one (1) of the shareholders of the Corporation to represent the body corporate at meetings of the shareholders of the Corporation. An individual so authorized may exercise, on behalf of the body corporate which he represents, all the powers which such person could exercise if it were an individual shareholder.
167.	Ballot. Voting at a meeting of the shareholders shall be by ballot where a shareholder or a proxyholder entitled to vote at the meeting so requests. Each shareholder or proxyholder shall deliver to the scrutineer of the meeting a ballot on which he has written his name, that of the shareholder or those of the shareholders which he represents by proxy, as the case may be, the number of votes which he is entitled to cast and the manner in which he shall be casting those votes. A vote by ballot may be requested before or after any vote by a show of hands. Such request may also be withdrawn before the ballot is taken. A vote by ballot shall take precedence over a vote by a show of hands.
168.	Scrutineer. The chairman of a meeting of the shareholders may appoint one (1) or more persons, whether or not they be representatives or shareholders of the Corporation, to act as scrutineers at any meeting of the shareholders. Failing such an appointment, the secretary of the meeting shall act as the scrutineer.
H.	PROXIES
169.	Proxies. A shareholder entitled to vote at a meeting, by means of a proxy, may appoint a proxyholder as well as one (1) or more alternate proxyholders, who need not be shareholders, to attend the meeting and to act thereat within the limits set out in the proxy. The instrument in writing appointing a proxyholder shall be signed by the shareholder or by his mandatary or agent

	authorized in writing. However, it shall not be necessary for the instrument in writing to be signed before witnesses. If the shareholder is a body corporate, any director of the body corporate may appoint a proxyholder and sign his proxy. A proxyholder may hold the proxies of several shareholders. A proxy shall be valid only at the meeting in respect of which it was given as well as at any reconvening thereof in the event of an adjournment. A proxy may be general in nature and may be in respect of the exercise of the sum of the rights attaching to the securities of the holder granting the proxy.
170.	Form of proxy. The instrument in writing appointing a proxyholder may read as follows:
	The undersigned,          , shareholder of          ,hereby appoints          , or, in his absence           , as his mandatary or agent for the purpose of attending the meeting of the shareholders to be held at           on the      day of           19   and any reconvening of this meeting, in the event of an adjournment, and for the purpose of acting on his behalf with the same authority as if the undersigned had attended in person the said meeting or its reconvening in the event of an adjournment.
	Dated this          day of          19  .

Signature of shareholder

171.	Revocation. The instrument appointing a proxyholder shall revoke any prior instrument appointing another proxyholder. Such an instrument may be revoked by the filing, at the registered office of the Corporation, before the end of the last juridical or business day preceding the meeting, or its reconvening in the event of an adjournment, of an instrument in writing signed by the shareholder or by his mandatary or agent bearing a written authorization, by the filing thereof with the chairman of the meeting on the day of the meeting, or upon reconvening thereof in the event of an adjournment, or in any other manner permitted by law.
172.	Filing of proxies. The directors may pass a by-law designating a place, other than that where a meeting of shareholders, or a reconvening thereof in the event of an adjournment, is to be held, where proxies shall be filed before the holding of the meeting. Such by-law may provide that any proxy so filed may be included in the vote as if it had been tendered at the meeting, or at a reconvening thereof in the event of an adjournment, and the votes cast in accordance with this by-law shall be valid and counted. Subject to the passage of such by-law, the chairman of any meeting of the shareholders, in his sole discretion, may decide to accept as valid a written communication sent by telegram, by cable, by telex or by any other means with respect to the authorization of any person who claims to represent, and to vote in the name of, a shareholder, notwithstanding the fact that no proxy granting such authority has been filed with the Corporation. Any vote cast following the acceptance of such communication shall be valid and counted.
173.	Deadline for filing. The directors, in the notice of the calling of a meeting of the shareholders, may specify a deadline for granting a proxy to a mandatary or to an agent, which, excluding any non-juridical days or holidays, may not precede by more than forty-eight (48) hours the date of opening of the meeting, or of a reconvening thereof in the event of an adjournment.
174.	Soliciting proxies. If the Corporation has fifteen (15) or more shareholders, joint holders of one (1) security being counted as a single shareholder, when giving notice of the meeting to the

	shareholders, it shall send them a form of proxy in the prescribed form. The proxies shall be solicited by way of a proxy circular sent in the prescribed form, and shall take the form of an appendix to, or of a separate document sent along with, the notice of the meeting, in case of solicitation by or on behalf of the management, or, in any other case, by any dissident who shall state therein the purpose of the solicitation. A copy of this circular shall be sent to the Director along with a notice of the meeting. A person who is appointed proxyholder after having solicited a proxy shall attend in person the meeting in question, or cause an alternate proxyholder to represent him at the meeting, and shall comply with the instructions of the shareholder who appointed him. He shall have the same rights as the shareholder who appointed him in respect of his participation in the proceedings and of voting by way of ballot. However, where the proxyholder has received contrary instructions from his mandator or principal, he may not take part in a vote by way of a show of hands.
I.	AUDITOR OR ACCOUNTANT
175.	Appointment of auditor. Subject to the provisions of the Act which enable one to dispense with the appointment of an auditor and subject to paragraph 181 below, the shareholders, by way of an ordinary resolution, at the first annual meeting of the shareholders and at each subsequent annual meeting, shall appoint an auditor to serve until the close of the next annual meeting. Failing the appointment of an auditor at a meeting, the incumbent auditor shall continue to serve until the appointment of his successor or of his replacement. The shareholders may also appoint more than one auditor. The directors, in the course of the organizational proceedings of the Corporation, may appoint an auditor to serve until the close of the first annual meeting of the shareholders.
176.	Remuneration of auditor. The shareholders shall fix the remuneration of the auditor or of the auditors unless this power has been delegated to the directors.
177.	Independence of auditor. The auditor shall be independent of the Corporation, of the affiliates, of the directors and of the officers of the latter. A person shall be deemed not to be independent if he or his business partner is a business partner, a director, an officer or an employee of the Corporation, of an affiliate, of any of the directors, of the officers or of the employees of the latter, or if he beneficially owns or controls, directly or indirectly, a material interest in the securities of the Corporation, of one (1) of its affiliates, or has been a receiver, a receiver-manager, a liquidator or trustee in bankruptcy of the Corporation or of one (1) of its affiliates within the two (2) years immediately preceding his proposed appointment to the position of auditor. The auditor shall resign as soon as he becomes aware that he no longer qualifies to serve as auditor unless a court of law otherwise authorizes him to serve.
178.	Removal of auditor. The auditor may be removed at any time by the shareholders of the Corporation at a special meeting. However, the Corporation shall be liable for any injury caused to the auditor by his removal without a serious reason and at an inopportune moment. A vacancy created by the removal of the auditor may be filled by the shareholders at the meeting at which it was decided to remove him or, if the vacancy is not so filled by the shareholders, by the directors. Any other vacancy in the position of auditor shall be filled by the directors. The person appointed to replace the auditor shall hold the position for the unexpired term of his predecessor.
179.	Opposition by auditor. The auditor shall be entitled to give to the Corporation reasons in writing for his resignation or for his opposition to the actions or to the resolutions contemplated with respect to his removal or to his replacement at the end of his term.

180.	End of term of auditor. The term of the auditor shall end upon his death, his resignation, his removal in accordance with paragraph 178 of the present by-laws, upon expiry of his term, if he is of unsound mind and is so found by a court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as an auditor in the province where the registered office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The resignation of the auditor shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein. However, the auditor shall be liable for any injury caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
181.	Accountant. If the shareholders of the Corporation decide not to appoint an auditor by way of a resolution passed unanimously by all the shareholders, including those not otherwise entitled to vote, the directors may appoint an accountant to prepare the financial statements of the Corporation and to discharge such other duties as they may determine. The directors shall also fix the remuneration of the accountant without having to pass a resolution to this end and they shall fill any vacancy which may occur in the position of the accountant.
182.	End of term of accountant. The term of the accountant shall end upon his death, his resignation, his removal by the directors, upon expiry of his term, if he is of unsound mind and is so found by a court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as an accountant in the province where the registered office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The resignation of the accountant shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein. However, the accountant shall be liable for any injury caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
183.	Audit Committee. The directors may create an Audit Committee made up of not less than three (3) directors of the Corporation, a majority of whom shall be made up of persons who are neither officers nor employees of the Corporation or of bodies corporate which are shareholders of the Corporation and which control it. If the Corporation issues securities by way of a distribution to the public, it shall create such an Audit Committee unless it has been dispensed of this duty by the Director. Each member of the Audit Committee shall hold office until he is replaced by the directors or, as the case may be, until he ceases to be a director. The directors may fill any vacancy on the Audit Committee.
184.	Duty of Audit Committee. The Audit Committee shall review the financial statements of the Corporation before their approval according to the Act. It shall also receive notification of any errors or misstatements contained in financial statements of the Corporation which have been the subject of a report by the auditor or by one (1) of his predecessors. Any director or officer of the Corporation shall notify the Audit Committee forthwith of any errors or misstatements of which he becomes aware in financial statements which have been the subject of a report by the auditor or by one (1) of his predecessors.

185.	Meetings of Audit Committee. Meetings of the Audit Committee shall be subject, with all necessary changes, to the rules and to the procedures which govern the meetings of the Board of Directors.
PART III   CORPORATION WITH SOLE DIRECTOR OR SOLE SHAREHOLDER
§1.	REPRESENTATION OF THE CORPORATION
186.	Representative bodies. The Corporation shall act through its representative bodies: the Board of Directors, the officers, the meeting of the shareholders and its other representatives. These bodies shall represent the Corporation within the limits of the powers granted to them by virtue of the Act, of its Regulations, of the articles, of a written declaration of the sole shareholder or of a unanimous shareholder agreement or of the present by-laws. The Board of Directors may be designated by any other name in any document issued by the Corporation.
§2.	SOLE DIRECTOR AND OFFICERS
A.	SOLE DIRECTOR
187.	Composition of the Board of Directors. The Board of Directors shall be made up of one (1) sole director.
188.	Mandatary or agent. The sole director shall be considered to be a mandatary or an agent of the Corporation. He shall have the powers and the duties set out in the Act, in its Regulations, in the articles, in a written declaration of the sole shareholder or in a unanimous shareholder agreement and in the present by-laws as well as those which are inherent in the nature of his office. In the course of discharging his duties, he shall respect the duties with which he is charged under the Act, the articles, a written declaration of the sole shareholder or a unanimous shareholder agreement and the present by-laws and he shall act within the limits of the powers granted to him.
189.	Qualifications. Subject to the articles, to a written declaration of the sole shareholder or to a unanimous agreement, a person need not be a shareholder in order to become a director of the Corporation. Moreover, any natural person may be a director except for a person who is under eighteen (18) years of age, a person who is of unsound mind and has been so found by a court of law in Canada or elsewhere, a person who has the status of bankrupt or a person who has been barred by a court of law from holding such an office.
190.	Acceptance of office. The sole director may accept his office expressly by signing an Acceptance of Office form to this end. Furthermore, his acceptance may be made tacitly and, in such a case, it may be inferred from the actions, from the acts, from the deeds and even from the silence of the sole director.
191.	Term of office. Unless otherwise decided by the sole shareholder or by the shareholders, the sole director shall hold office for a term of one (1) year or until his successor or his replacement shall have been appointed or elected, unless the term of office of the sole director ends prematurely.

	Subject to the Act and to the articles, the sole director may resign from office and be replaced by another director in the same resolution. Such resignation, however, shall not relieve the sole director of the obligation of paying any debt owing to the Corporation before his resignation became effective. The sole director shall be liable for any injury caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment. However, the sole director shall be entitled to the remuneration which he has earned until the date of his resignation.
192.	Powers. The sole director shall supervise the management and carry on the business and the affairs of the Corporation and he may execute, in the name of the latter, contracts of any kind which are allowed by law. Generally speaking, he shall exercise all the powers and duties of the Corporation and perform all the actions, the acts or the deeds within the limits of the powers of the latter, except those which the Act, a written declaration of the sole shareholder or a unanimous shareholder agreement expressly reserve for the sole shareholder or for the shareholders. In particular, the sole director shall be expressly authorized to lease, to purchase or otherwise to acquire or to sell, to exchange, to hypothecate or to mortgage, to pledge or otherwise to dispose of the movable or immovable property or personal or real property, presently held or after-acquired, of the Corporation. He may perform any other action, act or deed which is useful or necessary in the interests of the Corporation. Finally, the sole director may pass resolutions with respect to the reserved powers and a copy of these resolutions shall be kept in the Corporate Records Book.
193.	Duties. The sole director of the Corporation, in the exercise of his powers and in the discharge of his duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation. Moreover, the sole director of the Corporation shall comply with the Act, with its Regulations, with the articles, with the by-laws of the Corporation, with any written declaration of the sole shareholder or with any unanimous shareholder agreement of the Corporation. In arriving at a decision, he may rely in good faith on the opinion or on the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Corporation.
194.	Gifts inter vivos. The sole director may make gifts inter vivos of the assets of the Corporation, even for a substantial value, without having to obtain the consent of the sole shareholder or of the shareholders, provided that such gifts shall be made in the best interests of the Corporation.
195.	Remuneration and expenses. The sole director may fix his own remuneration without having to pass a resolution to this end. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to him in another capacity. The sole director may receive advances and shall be entitled to be reimbursed for all expenses incurred in the execution of his office except for those incurred as a result of his own fault.
196.	Conflict of Interest. The sole director who is a party to a material contract or to a proposed material contract with the Corporation, or who is a director of, or has a material interest in, any person which is a party to or a material contract or to a proposed material contract with the Corporation shall disclose the nature and the extent of his interest at the time and in the manner provided for by the Act. Any such contract or proposed contract shall be submitted to the sole shareholder or to the shareholders for approval even if the contract is one which, in the ordinary course of the business of the Corporation, would not require the approval of the sole shareholder or of the shareholders. By accepting his office, the sole director shall be deemed to have given

	a general notice to the Corporation and to the sole shareholder or to the shareholders, disclosing his interest in any contract with regard to his remuneration, to his compensation and to any insurance relating thereto. This provision shall be a sufficient disclosure in accordance with subsection 120(6) of the Act.
197.	By-laws. Unless otherwise provided in the articles, in the by-laws of the Corporation, in a written declaration of the sole shareholder or in a unanimous shareholder agreement, the sole director, by way of resolution, may pass, amend or repeal any by-law governing the business and the affairs of the Corporation. By-laws passed, amended or repealed by the sole director according to the above shall be submitted to the sole shareholder or to the shareholders at the following meeting. By-laws passed, amended or repealed by the sole director shall take effect on the date of their passage, of their amendment or of their repeal by the sole director. After confirmation or amendment by the sole shareholder or by the shareholders, they shall continue in force in their original or amended state, as the case may be. However, they shall cease to have effect following their rejection by the sole shareholder or by the shareholders or, in the event of failure by the sole director to submit them to the sole shareholder or to the shareholders at the meeting following their passage. Furthermore, in the event of a rejection by the sole shareholder or by the shareholders of a by-law or of a failure by the sole director to submit this by-law to the sole shareholder or to the meeting of the shareholders, any subsequent resolution by the sole director to the same general effect cannot come into force until after confirmation by the sole shareholder or by the shareholders.
198.	End of term of office. The term of office of the sole director of the Corporation shall end in the event of his death, of his resignation, of his removal from office or ipso facto if he no longer qualifies as a director, upon expiry of his term of office, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The term of office of the sole director shall also end in the event of the bankruptcy of the Corporation.
B.	OFFICERS AND REPRESENTATIVES
199.	Mandataries or agents. The officers and the representatives shall be considered to be mandataries or agents of the Corporation. They shall have the powers and the duties set out in the Act, in its Regulations, in the articles and in the present by-laws as well as those which are inherent in the nature of their office. In the course of discharging their duties, they shall respect the duties with which they are charged under the Act, its Regulations, the articles and the present by-laws and they shall act within the limits of the powers granted to them.
200.	Appointment and cumulative duties. The sole director shall hold the offices of President and of Secretary of the Corporation. He may also create any other office and appoint thereto qualified persons, whether they be shareholders of the Corporation or not, to represent the Corporation and to discharge the duties which he determines. The officers or the representatives may delegate the powers which they have received from the sole director as well as those which are inherent in their office. However, they shall select their substitutes carefully and provide them with appropriate instructions.
201.	Term of office. The term of office of the officers and of the representatives of the Corporation shall begin with their acceptance of the office and such acceptance may be inferred from their actions, from their acts or from their deeds. Their term of office shall continue until their

	successors or their replacements shall have been appointed by the sole director unless their term of office ends prematurely in accordance with paragraphs 211 to 213 of the present by-laws.
202.	Remuneration. The sole director shall fix the remuneration of the officers or of the representatives of the Corporation without having to pass a resolution to this end. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to the officer or to the representative in another capacity by the Corporation. The fact that any officer, representative or employee shall also be the sole director or the sole shareholder or a shareholder of the Corporation shall not disqualify him from receiving, in his capacity as officer, representative or employee, such remuneration as may be determined.
203.	Powers. Subject to the articles, to the by-laws, to a written declaration of the sole shareholder or to a unanimous shareholder agreement, the sole director shall determine the powers of the officers and of the representatives of the Corporation. The sole director may delegate to them all his powers except the reserved powers or those which require the approval of the sole shareholder or of the shareholders. The officers and the representatives shall have the powers inherent in the Act or which normally relate to their office. Furthermore, they may exercise these powers either within or outside the Province of Quebec.
204.	Duties. The officers and the representatives, in the discharge of their duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and within the limits of their respective offices and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Corporation. They shall be deemed to have acted within the limits of their offices when they discharge their duties in a manner which is more advantageous for the Corporation. They shall be held liable to the Corporation for actions, acts or deeds performed alone which they were only authorized to carry out in conjunction with one (1) or more other persons unless they acted in a manner which turned out to be more advantageous for the Corporation than that which had been agreed upon. In arriving at a decision, they may rely in good faith on the opinion or on the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Corporation.
205.	Posting of security bond. The sole director or any person designated by him may require that certain officers, representatives or employees of the Corporation post a security bond, in such form and containing such guarantees as the sole director may determine, in order to guarantee the proper performance of their powers and discharge of their duties.
206.	Conflict of interest. Any officer or representative shall avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation and he shall declare or disclose any conflict of interest to the sole director. The rules governing conflicts of interest of the sole director shall apply, with all necessary changes, to the officers and to the representatives.
207.	Signing of documents. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the sole director in his capacity as President and Secretary of the Corporation and all contracts, documents or instruments in writing so signed shall bind the Corporation without the necessity of any other authorization or formality. The sole director may also authorize any other person to sign and to deliver on behalf of the Corporation all contracts, documents or instruments in writing and such authorization may be given by way of resolution in general or in specific terms. Subject to the Act, the sole director may permit the contracts,

	documents or instruments in writing which are issued by the Corporation to bear mechanically-reproduced signatures.
208.	Signing of declarations to be deposited in the Register. The declarations which are to be filed with the Inspector General pursuant to An Act respecting the legal publicity of sole proprietorships may be signed by the sole director in his capacity as President of the Corporation or by any person designated by the sole director.
209.	Legal or other proceedings. The sole director in his capacity as President of the Corporation or any other person authorized by the sole director shall be respectively authorized to commence any action, suit, application, proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding on behalf of the Corporation or to appear and to answer for the Corporation with respect to any writ, order or injunction, issued by any court of law or by any tribunal, with respect to any interrogatories upon articulated facts or examinations for discovery, and with respect to any other action, suit, application or other legal proceeding in which the Corporation shall be involved; to answer in the name of the Corporation with respect to any seizure by garnishment in which the Corporation shall be garnishee and to make any affidavit or sworn declaration relating to such garnishment or to any other legal proceeding to which the Corporation shall be made a party; to make demands or requests for assignment of property or applications or petitions for winding-up or liquidation or sequestration or receivership orders against any debtor of the Corporation; to attend, and to vote at, any meeting of the creditors or of the debtors of the Corporation; to grant proxies and to take, with respect to such actions, suits, applications or other legal proceedings, any other action, act or deed or to make any other decision deemed to be in the best interests of the Corporation.
210.	Prima facie evidence of by-law. A copy of a by-law of the Corporation to which the seal of the Corporation has been affixed and which purports to have been signed by the President and Secretary of the Corporation shall be admissible as against the sole shareholder or against any shareholder of the Corporation as being, in itself, prima facie evidence of the by-law.
211.	Resignation. Any officer or representative may resign from office by forwarding a letter of resignation to the registered office of the Corporation by courier or by registered or certified mail. The resignation shall become effective upon receipt of the letter of resignation by the Corporation or at any later date specified therein. The resignation of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation. The resignation shall not relieve the officer or the representative of the obligation of paying any debt owing by him to the Corporation before his resignation became effective. The officer or the representative shall be liable for any injury caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
212.	Removal from office. The sole director may remove from office any officer or representative of the Corporation and may choose the successor or the replacement of such person. Nevertheless, the removal from office of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation. However, the Corporation shall be liable for any injury caused to the officer or to the representative by his removal from office without a serious reason and at an inopportune moment.
213.	End of term of office. The term of office of an officer or of a representative shall end upon his death, his resignation, his removal from office, upon expiry of his term of office as officer or representative, if he is of unsound mind and is so found by a court of law in Canada or

	elsewhere, if he acquires the status of bankrupt, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.
C.	PROTECTION OF THE SOLE DIRECTOR, OF THE OFFICERS AND OF THE REPRESENTATIVES
214.	Exclusion of liability vis-à-vis the Corporation and third parties. Except as otherwise provided in the Act or in by-laws of the Corporation, the sole director or an officer acting or having acted for or in the name of the Corporation shall not be held liable, in this capacity or in their capacity as mandataries or agents of the latter, whether it be vis-à-vis the Corporation or third parties, for the actions, the acts or the deeds, the things done or allowed to be done, the omissions, the decisions made or not made, the liabilities, the undertakings, the payments made, the receipts given or the discharges granted, the negligence or the faults of any officer, employee, servant or representative of the Corporation. Among other things, the sole, director or an officer shall not be held liable vis-à-vis the Corporation for any direct or indirect loss suffered by the latter for any reason whatsoever; more specifically, they shall not be held liable either for the insufficiency or the deficiency of title to any property acquired by the Corporation, or for or on its behalf, or for the insufficiency or the deficiency of any security or debt instrument in or by which any of the funds or of the assets of the Corporation shall be or have been placed or invested or yet for any loss or damage resulting from the bankruptcy, from the insolvency or from the delictual or tortious action, act or deed of any person, including any person with whom or with which funds, securities, assets or negotiable instruments shall be or have been placed or deposited. Furthermore, the sole director or the officers shall not be held liable vis-à-vis the Corporation for any loss, conversion of property, misappropriation, embezzlement or any other damage resulting from any dealings with respect to any funds, assets or securities or for any other loss, damage or misfortune whatsoever which may occur in the discharge of, or in relation to the discharge of, their duties unless the same shall occur owing to their failure to discharge the duties of their office prudently, diligently, honestly and faithfully in the best interests of the Corporation or owing to the fact that the sole director or the officers shall have placed themselves in a position of conflict of interest between their personal interest and that of the Corporation. None of the above shall be interpreted in such a way as to relieve the sole director or an officer of their duty to act in accordance with the Act and with its Regulations or of their joint or several liability for any breach thereof, in particular in the event of a breach of the specific provisions of the Act or of its Regulations. Moreover, the sole director or the officers shall not be held individually or personally liable vis-à-vis third parties for the duration of their term of office in respect of a contract, a decision made, an undertaking or a transaction, whether or not concluded, or with respect to bills of exchange, to promissory notes or to cheques drawn, accepted or endorsed, to the extent that they are acting or they acted in the name, or on behalf, of the Corporation, in the ordinary course of the performance of the powers which they have received, unless they acted prior to the incorporation of the Corporation and unless their actions, their acts or their deeds have not been ratified by the Corporation within the time limit prescribed by the Act after its incorporation.
215.	Right to compensation. The Corporation shall compensate the sole director, its officers or its representatives in respect of all costs or expenses reasonably incurred by them in connection with the defence of an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or of any other legal proceeding to which one (1) or more of them were parties by reason of their duties or of their office, whether this action, this suit, this application or this legal proceeding was commenced by or on behalf of the Corporation or by a third party.

	Reasonable costs or expenses shall include, in particular, all damages or fines arising from the actions, from the acts or from the deeds done by the sole director, by the officers or by the representatives in the discharge of their duties as well as all amounts paid to settle an action or to satisfy a judgment. The right to compensation shall exist only to the extent that the sole director, the officers or the representatives were substantially successful on the merits in their defence of the action, of the suit, of the application or of the legal proceeding, that they acted prudently, diligently, honestly and faithfully in the best interests of the Corporation, that they did not place themselves in a position of conflict of interest between their personal interest and that of the Corporation, and, in the case of an action, of a suit, of an application or of a proceeding of a criminal or of an administrative nature leading to the imposition of a fine, to the extent that they had reasonable grounds for believing that their conduct was lawful or to the extent that they were acquitted or freed. The Corporation shall assume these liabilities in respect of any person who acts or acted at its request as a director, as an officer or as a representative of a body corporate of which the Corporation is or was a shareholder or a creditor. As the case may be, this compensation shall be paid to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of the sole director, of the officers or of the representatives, in accordance with paragraph 219 below.
216.	Legal action by third party. Where an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding is commenced by a third party against the sole director or against one (1) or more of the officers or representatives of the Corporation for one (1) or more actions, acts or deeds done in the discharge of their duties, the Corporation shall assume the defence of its mandatary or agent.
217.	Legal action by the Corporation. Where an action, a suit, an application, a proceeding of a civil, of a criminal or of an administrative nature or any other legal proceeding is commenced by the Corporation against the sole director or against one (1) or more of the officers or representatives of the Corporation for one (1) or more actions, acts or deeds done in the discharge of their duties, the Corporation may pay compensation to the sole director, to the officers or to the representatives if it loses its case and if a court of law or a tribunal so decides. If the Corporation wins its case only in part, the court of law or the tribunal may determine the amount of the costs or of the expenses which the Corporation shall assume.
218.	Liability insurance. The Corporation may purchase and maintain insurance for the benefit of the sole director, of its officers, of its representatives, of their predecessors as well as of their heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants covering any liability incurred by them by reason of their acting or having acted as sole director, as an officer or as a representative of the Corporation or, at the request of the latter, as a director, as an officer or as a representative of a body corporate of which the Corporation is or was a shareholder or a creditor. However, this insurance may cover neither the liability arising from the failure of the insured to act prudently, diligently, honestly and faithfully in the best interests of the Corporation, nor the liability arising from a fault or gross negligence or from a personal offence severable from the discharge of their duties or the liability arising from the fact that the insured shall have placed themselves in a position of conflict of interest between their personal interest and that of the Corporation.
219.	Compensation after end of term of office. The compensation provided for in the preceding paragraphs may be obtained even after the person has ceased to hold the office of sole director,

	of officer or of representative of the Corporation or, as the case may be, of director, of officer or of representative of a body corporate of which the Corporation is or was a shareholder or a creditor. In the event of death, the compensation may be paid to the heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants of such person. Such compensation may also be combined with any other recourse which the sole director, the officer, the representative, one (1) of his predecessors as well as his heirs, legatees, liquidators or testamentary executors, transferees, mandataries or agents, legal representatives, successors, assigns or rightful claimants may have.
220.	Determination of conditions precedent to compensation. In the event that a court of law or a tribunal has not made a finding on the matter, the compliance or the non-compliance of the conduct of the sole director, of an officer or of a representative with the standards of conduct set out in paragraph 215 above or the question whether a case was won in part or whether a person was substantially successful on the merits in his defence of the action, of the suit, of the application or of the legal proceeding shall be determined in the following manner: a) by way of opinion from an independent legal counsel; or b) by decision of the majority of the shareholders of the Corporation where there is more than one shareholder; or, failing that, c) by decision of the sole shareholder, to the extent that he and the sole director are not the same person.
221.	Place of action. The powers and the duties of the Corporation with respect to the compensation of the sole director, of an officer or of a representative shall apply regardless of the place where the action, the suit, the application or the legal proceeding shall have been filed.
D.	BANKING OR FINANCE
222.	Banking or finance. The banking or financial operations of the Corporation shall be carried on with the banks or with the financial institutions designated by the sole director. The sole director shall also designate one (1) or more persons to carry out these banking or financial operations on behalf of the Corporation.
223.	Financial year. The date of the end of the financial year of the Corporation shall be determined by the sole director.
224.	Auditor. Subject to the provisions of the Act which enable one to dispense with the appointment of an auditor and subject to paragraph 228 below, the sole shareholder or the shareholders, by way of an ordinary resolution, at the time of the signing of the resolution in lieu of the first annual meeting of the shareholders or at the first annual meeting of the shareholders and at the time of the signing of the resolution in lieu of each subsequent annual meeting or at each subsequent annual meeting, shall appoint an auditor or decide not to appoint one. If the sole shareholder or the shareholders appoint an auditor, the latter shall serve until the signing of the resolution in lieu of the next annual meeting or until the close of the next annual meeting. Failing the appointment of an auditor at the time of the signing of the resolution in lieu of an annual meeting or at an annual meeting, the incumbent auditor shall continue to serve until the appointment of his successor or of his replacement. The sole shareholder or the shareholders may also appoint more than one auditor. The sole shareholder or the shareholders shall fix the remuneration of the auditor or of the auditors unless this power has been delegated to the sole director. The sole director, in the course of the organizational proceedings of the Corporation, may appoint an auditor to serve until the signing of the resolution in lieu of the first annual meeting of the shareholders or until the close of the first annual meeting of the shareholders.

225.	Removal of auditor. The auditor may be removed at any time by the sole shareholder or by the shareholders of the Corporation by way of a resolution or at a special meeting. However, the Corporation shall be liable for any injury caused to the auditor by his removal without a serious reason and at an inopportune moment. A vacancy created by the removal of the auditor may be filled by the sole shareholder or by the shareholders in the resolution in which, or at the meeting at which, it was decided to remove him, or if the vacancy is not so filled by the sole shareholder or by the shareholders, by the sole director. Any other vacancy in the position of auditor shall be filled by the sole director. The person appointed to replace the auditor shall hold the position for the unexpired term of his predecessor.
226.	Opposition by auditor. The auditor shall be entitled to give to the Corporation reasons in writing for his resignation or for his opposition to the actions or to the resolutions contemplated with respect to his removal or to his replacement at the end of his term.
227.	End of term of auditor. The term of the auditor shall end upon his death, his resignation, his removal in accordance with paragraph 225 of the present by-laws, upon expiry of his term, if he is of unsound mind and is so found by a court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as an auditor in the province where the registered office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The resignation of the auditor shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein. However, the auditor shall be liable for any injury caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
228.	Accountant. If the sole shareholder or the shareholders decide not to appoint an auditor by way of a resolution passed by the sole shareholder or unanimously by all the shareholders, including those not otherwise entitled to vote, the sole director may appoint an accountant to prepare the financial statements of the Corporation and to discharge such other duties as the sole director may determine. The sole director shall also fix the remuneration of the accountant without having to pass a resolution to this end and he shall fill any vacancy which may occur in the position of the accountant.
229.	End of term of accountant. The term of the accountant shall end upon his death, his resignation, his removal by the sole director, upon expiry of his term, if he is of unsound mind and is so found by a court of law in Canada or elsewhere, if he acquires the status of bankrupt, if he becomes disqualified from practising as an accountant in the province where the registered office of the Corporation is located, upon appointment of his successor or of Ms replacement, by the institution of a method of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The resignation of the accountant shall take effect on the date on which written notice of Ms resignation is received by the Corporation or on any later date which is specified therein. However, the accountant shall be liable for any injury caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.

§3.	SOLE SHAREHOLDER
A.	SECURITIES AND DIVIDENDS
230.	Allotment and issue of securities. Unless otherwise provided in the Act, in the articles, in the by-laws or in a written declaration of the sole shareholder, the sole director or the directors shall have absolute power over the share capital of the Corporation and, in particular, by way of resolution, they may accept subscriptions for securities, allot or issue securities of the share capital of the Corporation at such times, on such terms and conditions, to such persons and for such consideration as they see fit, provided that no security of the Corporation may be issued before having been fully paid-up either in specie or in property or in services rendered the fair value of which may not be less than the amount of money which the Corporation could have received if the securities had been fully paid-up in specie or they may otherwise dispose thereof or alienate them in favour of any person for a consideration which shall not contravene the Act, the articles, the by-laws or the written declaration of the sole shareholder.
231.	Security certificates. The sole shareholder, in his discretion, shall be entitled either to a security certificate representing the securities which he holds in the Corporation or to an irrevocable acknowledgement in writing of his right to obtain a security certificate of the Corporation detailing the number, the class and the series of securities which he holds as indicated in the securities’ register. The sole director or the directors shall determine the form and, unless otherwise provided in the Act, the contents of the certificates representing the securities of the Corporation. These certificates shall bear the signature of the sole director or of the directors.
232.	Dividends. Subject to the Act and unless otherwise provided in a written declaration of the sole shareholder and subject to it being established that the Corporation is or will be able to discharge its liabilities when due and that the realizable value of its assets will not be less than the aggregate of its liabilities and of its stated capital, the sole director or the directors may declare and pay dividends to the sole shareholder according to his rights and to his interests in the Corporation. The sole director or the directors shall not be compelled to make any distribution of the profits of the Corporation; thus they may create a reserve fund for the payment of dividends or set aside such profits in whole or in part in order to keep them as a reserve fund of any kind. Such dividends may be paid in specie, in property or by the issue of fully paid-up securities of the Corporation.
B.	RESOLUTIONS OF THE SOLE SHAREHOLDER
233.	Powers. The sole shareholder shall exercise by himself all the powers which the Act expressly reserves for the shareholders by passing resolutions of the sole shareholder. A copy of these resolutions shall be kept in the Corporate Records Book.

234.

Annual and other resolutions. The sole shareholder of the Corporation shall pass annual resolutions of the sole shareholder in which he shall approve the financial statements of the Corporation, and, as the case may be, the report of the auditor, appoint an auditor or decide not to appoint one, re-elect the sole director or elect directors, fix, or authorize the sole director or the directors to fix, their remuneration, and settle any other matter which shall be in his power to decide. The sole shareholder at any time may also pass any other resolution of the sole shareholder with respect to any other matter which he may legally consider.

By-law Number 1 passed this January 13, 2000

President and/or Secretary

BY-LAW NUMBER 2

Being the

GENERAL BY-LAWS OF

MILLENIA HOPE PHARMACEUTICALS INC

The following general borrowing by-law of the Corporation, also referred to as By-law Number 2, which authorizes the sole director or the directors to borrow money upon the credit of the Corporation, has been passed by a resolution of the sole director or of the directors and confirmed by a resolution of the sole shareholder or of the shareholders, in accordance with the Canada Business Corporation Act.

1.	In addition to the powers conferred on the sole director or on the directors by the articles and without restricting the generality of the powers conferred on the sole director or on the directors by section 189 of the Canada Business Corporation Act, the sole director or the directors, if they see fit, and without having to obtain the authorization of the sole shareholder or of the shareholders, may:
		a)	borrow money upon the credit of the Corporation;
		b)	issue or reissue debt obligations, debentures or other securities of the Corporation and pledge or sell the same at such price or amount as shall be deemed appropriate;
		c)	give a guarantee in the name of the Corporation to secure the performance of the obligation of another person, subject to it being established that the Corporation is or will be able to discharge its liabilities when due and that the realizable value of its assets will not be less than the aggregate of its liabilities and of its stated capital; and
		d)	grant a hypothec or a mortgage, even a floating hypothec or mortgage, on a universality of property, movable or immovable, present or future, corporeal or incorporeal, of the Corporation.
2.	No provision shall limit or restrict the borrowing power of the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
3.	The sole director or the directors, by way of resolution, may delegate the powers conferred on them by paragraph 1 above to a director, to an Executive Committee, to a committee of the Board of Directors or to an officer of the Corporation.

4.	The powers hereby conferred should by deemed to be supplementary to, and not in substitution of, any borrowing powers possessed by the sole director or by the directors or by the officers of the Corporation independently of a borrowing by-law.
By law Number 2, passed this January 13, 2000

President and/or Secretary

BY-LAW NUMBER 3

Being the

BANKING BY-LAWS OF

MILLENIA HOPE PHARMACEUTICALS INC

The following banking by-law, also referred to as By-law Number 3, has been passed by a resolution of the sole director or of the directors and confirmed by a resolution of the sole shareholder or of the shareholders, in accordance with the Canada Business Corporation Act.

BE IT RESOLVED:

1.	to authorize the sole director or the directors of the Corporation to borrow money from a bank or from a financial institution upon the credit of the Corporation, for the required amounts and by way of overdraft loan or otherwise;
2.	to render binding on the Corporation all promissory notes or other negotiable instruments, including partial or complete renewals covering such loans as well as the agreed-upon interest accruing therefrom, given to the said bank or financial institution and signed in the name of the Corporation by the officers of the Corporation authorized to sign these negotiable instruments;
3.	to authorize the sole director or the directors to grant a hypothec or a mortgage, even a floating hypothec or mortgage, on a universality of property, movable or immovable, present or future, corporeal or incorporeal, of the Corporation to secure the repayment of the loans contracted by the Corporation with the bank or with the financial institution or the performance of any other obligation assumed by the Corporation vis-à-vis the bank or the financial institution; and to render binding on the Corporation any hypothec or mortgage so granted and signed by the officer or by the officers authorized so sign negotiable instruments on behalf of the Corporation;
4.	to have all contracts, deeds, documents, grants and other guarantees reasonably required by said bank or financial institution or by its legal advisers, for one (1) of the purposes stated above, executed, completed, and delivered by the duly authorized officers of the Corporation; and

5.	to have the present by-law remain in force, after confirmation by the sole shareholder of by the shareholders of the Corporation, until another by-law repealing it has been confirmed by the sole shareholder or by the shareholders and until a copy thereof has been delivered to the said bank or financial institution.
By-law Number 3, passed this January 13, 2000

President and/or Secretary

EX-5.1

EXHIBIT 5.1

ANSLOW & JACLIN, LLP	RICHARD I. ANSLOW
COUNSELORS AT LAW	EMAIL: RANSLOW@ANSLOWLAW.COM
	GREGG E. JACLIN
	EMAIL: GJACLIN@ANSLOWLAW.COM

September 6, 2006

Combined Opinion and Consent

Millenia Hope Pharmaceutical Inc.

500 Cartier Boulevard West, 4^th Floor

Laval, Quebec, Canada H7V 5B7

Gentlemen:

You have requested our opinion, as counsel for Millenia Hope Pharmaceutical Inc., an Ontario corporation (the “Company”), in connection with the registration statement on Form SB-2 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), being filed by the Company with the Securities and Exchange Commission.

The Registration Statement relates to an offering of 9,400,000 shares, all such shares sold by enumerated selling shareholders.

We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock to be offered pursuant to the Registration Statement and sold by the selling shareholders have been duly authorized and shall become legally issued, fully paid and non-assessable when the notes are converted and the warrants are exercised and the underlying shares are issued.

No opinion is expressed herein as to any laws other than the laws of the United States. This opinion opines upon United States law and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP

By:	/s/ Anslow & Jaclin, LLP
	-------------------------------------
	ANSLOW & JACLIN, LLP

195 Route 9 South, Suite 204, Manalapan, New Jersey 07726

Tel: (732) 409-1212 Fax: (732) 577-1188

EX-10.1

Exhibit 10.1

CONSULTANT AGREEMENT

THIS AGREEMENT is made as of this 2nd day of March 2006 (hereinafter referred to as the “Effective Date”).

BETWEEN:

Millenia Hope Biopharma (MHB) and Millenia Hope Inc. (MH), having their principal place of business located at 500 Cartier Boulevard West, 4^th floor, Laval, Quebec, H7V 5B7 (hereinafter “MHB” and “MH”),

and

9111-9081 Quebec Inc., a company carrying on business under the name of Focus Biotech Consultants and having its principal place of business located at 160 Pagnuelo Avenue, Montreal, Quebec, H2V 3C2, duly represented by its president, Ms. Francine Sauriol (hereinafter “Focus”).

MHB and MH and Focus are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

WHEREAS MHB and MH desires to engage Focus to provide services for the term of this Agreement and Focus has agreed to provide such services, all in consideration and upon the terms and conditions contained herein;

WHEREAS Focus has expertise and contacts in financial, biopharmaceutical and other circles and can assist MHB and MH in finding suitable partners for the financing, licensing or selling of its technologies, programs, or assets in relation with MHB and MH’s research activities;

In consideration of the forgoing premises and the covenants and agreements herein contained, MHB and MH and Focus agree as follows:

1.	Services:
	1.1	Definition: Subject to the terms and conditions stipulated in this Agreement, MHB and MH hereby retains Focus to carry out services and Focus shall render the services defined as follows (hereinafter referred to as “Services”):
			a)	Assist MHB and MH in finding potential partners for the financing, selling, or licensing of technologies, as well as contractual partnerships or projects, in relation to the company’s research activities focused on discovering and developing new plant-based products, as well as specialty chemicals, from plants using its Phytomics technologies and product discovery technology platform;
			b)	Assist MHB and MH in arranging discussions and meetings with potential partners; and
			c)	Such other consulting services as may from time to time be agreed upon between the parties.
	1.2	Assurance: Services shall be provided on an as needed basis. Focus hereby warrants that it is qualified to render the Services and that it shall render the Services hereunder to the best of its abilities and in a competent and professional manner.
	1.3	Term: Except as otherwise provided in this Agreement, MHB and MH agrees to engage Focus to provide the Services for an initial term of twelve months. This Agreement shall only be renewed for an additional term of six months upon the written consent of MHB and MH.
	Focus will submit from time to time to MHB or MH a list of putative contacts (e.g., pharmaceutical and biotechnology companies) (The “List”) and Focus will only follow-up with those contacts approved in writing by MHB or MH. MHB and MH will be under no obligation to enter into contractual arrangements proposed by
	Page 1 of 5

	contacts introduced by Focus and reserves itself the right to terminate discussions or negotiations with such contacts. It is understood that previous contacts established by Focus for Avance Pharma are included in this Agreement provided that Focus and MHB confirm the Avance previous contacts at the beginning of this agreement.
2.	Remuneration:
	2.1	Definition: For the purposes of this Agreement a “Successful Transaction” shall include the completion of a financing, the selling of all or part of the assets or shares of the company, and the signing of a licensing or distribution agreement, and any similar transaction (e.g., r&d contracts), for consideration, involving MHB or MH and a partner or contact introduced by Focus during the term of this Agreement. Remuneration will extend beyond termination of this Agreement for a period of two (2) years following the expiry of this Agreement on the condition that the transaction between MHB or MH and a partner or contact introduced by Focus is founded on the objects discussed with such partner or contact during the tenure of the present Agreement.
	2.2	Non Exclusivity: This Agreement is non-exclusive. It does not preclude Focus from rendering consulting services to other entities provided such other services do not cause Focus to breach the terms of this Agreement and that Focus does not enter in other consulting services and contracts in conflict with MHB or MH’s business activities targeting the discovery and production of plant-based products for the cosmetic, nutraceutical and pharmaceutical industries using MHB Phytomics and Plant Product Discovery Platform as well as MH’s business activities with regards to malaria. This Agreement does not preclude MHB and MH from pursuing any financing, business development and other activities.
	2.3	Compensation: In return for the Services, MHB or MH will pay Focus a fee (plus all applicable taxes) equal to the greater of :
		2.3.1	Five percent (5%) of the value of any Successful Transaction. This includes the gross proceeds of any financings, revenues from r&d contracts, up-front cash payments, received by MHB or MH pursuant to a Successful Transaction within a two (2) year-period following the closing date of the Successful Transaction. Compensation paid by MHB or MH to Focus under this paragraph 2.3.1 will not apply to milestones payments on r&d contracts, nor will it apply to royalties received by MHB or MH from the sale of products resulting from a Successful Transaction. or
		2.3.2	The lesser of CAN$25,000 or 5% of the fair market value of a Successful Transaction that involves no cash disbursements to MHB or MH (e.g., technology transfer).
	2.4	Payment Due: Payment of fees to Focus shall be made only following disbursement of proceeds by partner or contact to MHB or MH as defined in the Successful Transaction, and within ten business days of MHB or MH receiving the relevant consideration from the partner or contact involved in the Successful Transaction with MHB or MH. It is agreed by Focus that all payments made by MHB or MH to Focus will be prorated on the basis of the actual proceeds received by MHB or MH from the partner or contact.
	2.5	Expenses: Avance shall pay for or reimburse Focus for all reasonable expenses incurred by Focus in the course of performing the Services upon presentation of proper accounts, statements, invoices or receipts for such items. Expenses in excess of $100.00 will only be paid if such expenses have first been pre-approved by Avance.
3.	Confidential Information:
	3.1	Definition: Confidential Information shall be defined as one (or more) of the following:
		a)	Marked: Any information, knowledge or data in writing and marked “Confidential” or, if disclosed in oral, visual, electronic or any other form, confirmed in writing marked “Confidential” by MHB or MH within thirty (30) days of such initial disclosure;
			Page 2 of 5

	b)	Chemistry: Information, knowledge or data of an intellectual, technical, scientific or industrial nature relating to MHB or MH’s chemical structures, deemed confidential by MHB or MH and which may or may not be patentable including, but not limited to, physicochemical properties, binding affinities, therapeutic applications, methods of design and discovery;
	c)	Technology: Information, knowledge or data of an intellectual, technical, scientific or industrial nature relating to MHB or MH’s technology, deemed confidential by MHB or MH and which may or may not be patentable including, but not limited to, technical data, drawings, materials, samples, computer systems and software, results of research, photographs, specifications, standards, reports, trade secrets and know-how;
	d)	Business: Information, knowledge or data of a financial, cost, pricing, strategic or marketing nature relating to MHB or MH’s business operations, deemed confidential by MHB or MH and including, but not limited to, information relating to customers, personal information, business plans and protected business information; and
	e)	Other: Information, knowledge or data that MHB or MH has a legal duty to protect.
3.2	Exceptions: Confidential Information excludes information:
	a)	that was in the public domain by use and/or publication prior to such disclosure;
	b)	that becomes part of the public domain through no breach of an obligation by Focus;
	c)	that was already in the possession of Focus prior to receipt from MHB or MH, which possession can be established by competent and documented evidence, or is developed by Focus independently of the disclosure, which development can be established by competent and documented evidence; the burden of such proof shall be on Focus;
	d)	that is substantially the same as that furnished to Focus by others or a third party who was or is not under an obligation of confidence to MHB or MH at the time of the disclosure;
	e)	that is disclosed with the written consent of MHB or MH; or
	f)	that is disclosed pursuant to court order or other legal compulsion.
3.3	Purpose of Disclosure: Focus agrees that the sole purpose for receiving Confidential Information is to allow and facilitate it in rendering the Services contemplated in this Agreement. Any other use and disclosure for any other purpose of such Confidential Information shall be considered unauthorised. Focus agrees not to disclose any of MHB or MH’s confidential information unless this disclosure is approved by MHBor MH and the receiving party has signed with MHB or MH a proper confidentiality agreement.
3.4	Duty: Focus agrees to keep confidential and not to disclose, or make use of, other than in the discharge of, and for a purpose which is necessary to, the carrying out of its duties for MHB or MH at any time either during or subsequent to the term of this Agreement, any Confidential Information Focus may obtain, otherwise acquire or produce during the course of its work. Focus further agrees that it shall restrict access to the Confidential Information on a need to know basis and only disclose such Confidential information to those of its officers, directors, agents, employees or representatives that have been advised beforehand of their obligations under this Article 3.
3.5	Copying: Other than in the discharge of, and for a purpose which is necessary to, the carrying out of its duties for MHB or MH, Focus agrees not to copy or reproduce in any manner Confidential Information provided to it without specific direction or consent from a representative of MHB or MH.
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	3.6	Term: This Article 3 shall remain in effect until Confidential Information subject to this Agreement comes within the exceptions listed in clause 3.2 or the expiry of five years from the termination or expiry of this Agreement, whichever is the earlier.
	3.7	Prior Commitments: Focus hereby represents that its performance of all the terms of this Agreement, and as a consultant to MHB or MH, does not and will not breach any prior agreements to keep in confidence or trust any third party’s confidential information. Furthermore, Focus will not knowingly disclose to MHB or MH, or induce MHB or MH to use, any confidential or proprietary information or material belonging to a third party. Focus agrees not to enter into any agreement either written, oral or electronic in conflict herewith.
	3.8	Focus agrees when working on MHB or MH premises or on MHB or MH projects to comply with all the rules and regulations of MHB or MH in force from time to time.
4.	Term and Termination
	4.1	Term: The provision of Services by Focus to MHB or MH shall commence on the Effective Date and shall continue for a period of six months unless terminated in accordance with this Article 4.
	4.2	Termination for Cause: In the event that Focus breaches any of the provisions in this Agreement, it acknowledges that MHB or MH shall have the immediate right to terminate this Agreement.
	4.3	Bankruptcy: A Party’s rights and obligations under this Agreement shall immediately and automatically terminate without notice if that Party ceases conducting business in the normal course, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to, any proceeding under the Bankruptcy and Insolvency Act or any law relating to insolvency or the protection of creditors rights.
	4.4	Surviving Sections: Notwithstanding any termination of this Agreement for any reason whatsoever and with or without cause, the provisions of Sections 2, 3 and 5 inclusively and any other provisions of this Agreement necessary to give efficacy thereto shall continue in full force and effect following any such termination.
	4.5	Effects of Termination: Focus agrees that upon termination of this Agreement it will promptly surrender and deliver to MHB or MH all materials pertaining to Confidential Information.
5.	General:
	5.1	Indemnification: MHB or MH agrees to indemnify and save Focus and its directors, officers and employeesharmless from and against all claims, actions, suits, losses, demands, expenses, costs or damages of every nature and kind whatsoever which Focus or its directors, officers and employees may suffer as a result of the negligence of MHB or MH in the performance or non-performance of this Agreement.
	5.2	No Binding Authority: Focus shall not, without the prior written consent of MHB or MH, enter into any contract or commitment in the name of or on behalf of MHB or MH or bind MHB or MH in any respect whatsoever.
	5.3	Notices: All notices required or permitted to be given by MHB or MH or Focus to the other under the terms of this agreement shall be deemed to be sufficiently given if delivered to MHB or MH or Focus, as the case may be, or, except during any postal strike or other interruption of postal service, if mailed in a registered post-paid envelope addressed to MHB or MH or to Focus, as the case may be, at the appropriate address hereinafter set forth. Any notice given by mailing as aforesaid shall be deemed to be given on the fifth (5th) business day following the date of mailing and any notice given by delivery as aforesaid shall be deemed to be given at the time of such delivery. Any such notices may also be delivered
		Page 4 of 5

at the addresses indicated below or substituted therefore from time to time by telecommunications, in which event such notice shall be deemed to be received on the business day following the date of transmission of such telecommunications. For the purposes of this agreement the addresses of MHB or MH and Focus shall be as follows:

a)	in the case of MHB or MH:	b)	in the case of Focus:
	Millenia Hope BiopharmaInc.		Focus Biotech Consultants
	500 Cartier Boulevard West		160 Pagnuelo Avenue
	4th Floor,		Montreal, QC H2V 3C2
	Laval, QC H7V 5B7

5.4	Binding Effect: The provisions hereof shall enure to the benefit of and be binding upon, the Parties hereto and their respective employees, agents, officers, directors, affiliates and subsidiaries.
5.5	Relationship: It is agreed by both parties that this Agreement is for the sole purpose as described herein and does not create an association or partnership between both parties.
5.6	Entire Agreement: With respect to the subject matter of this Agreement, this Agreement sets forth the entire agreement between the Parties hereto and any persons who have in the past or who are now representing either of the Parties hereto, and supersedes all prior understandings and communications between the Parties hereto or any of them, oral or written.
5.7	Reliance: Each Party hereto acknowledges and represents that this Agreement is entered into after full investigation and that no Party is relying upon any statement or representation made by the other of them or by any other person who is not embodied in this Agreement.
5.8	Amendments: The Parties hereto further acknowledge that they shall have no right to rely upon any amendment, promise, modification, statement or representation made or occurring subsequent to the execution of this Agreement unless the same is in writing and executed by each of the Parties hereto.
5.9	Severability: If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law and be independent of every other provision of this Agreement.
5.10	Governing Law: This Agreement and the rights, obligations and relations of the Parties hereto shall be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein (but without giving any consideration to conflict of laws rules). The parties hereto agree that the Courts of Québec and/or the Federal Courts shall have jurisdiction to entertain any action or other legal proceeding based on any provisions in this Agreement.
5.11	Currency: Unless otherwise specified, all dollar amounts referred to in this Agreement are in Canadian funds.
5.12	Headings: The section and subsection titles and headings contained in this Agreement are for convenience of reference only. Such titles and headings do not form a part of this Agreement, shall not define or limit the scope of the sections or subsections, and shall not affect the construction or interpretation of any of the sections or subsections.
5.13	Language: The Parties hereto have requested that this Agreement and all notices given pursuant hereto be drafted in the English language. Les Parties aux présentes confirment et déclarent qu’elles ont demandé que cette Convention et les avis quis’y rattachent soient rédigés en langue anglaise.
5.14	Assignment: This Agreement is personal in nature and may not be assigned by either party hereto.
	Page 5 of 5

IN WITNESS WHEREOF each of the Parties hereto has caused this Agreement to be executed by a duly authorised representative.

FOR Millenia Hope Inc and Millenia Hope Biopharma	FOR 9111-9081 Québec Inc. (Focus Biotech Consultants):
Leonard Stella	Francine Sauriol, B.B.A., M.B.A.
Name (Please Print)	Name (Please Print)
CEO	President
Title	Title
Signature	Signature
Date	Date

Page 6 of 5

EX-10.2

Exhibit 6.2

CONTRAT D’EMPLOI intervenu à Montréal, ce 13 février 2006

ENTRE :	MILLENIA HOPE PHARMACEUTICALS INC., une corporation dûment constituée en vertu de la Loi sur les sociétés par actions, ayant son siège social au 500 boul. Cartier ouest, Laval, Québec H7V 5B7, ici représentée par Monsieur Léonard Stella, dûment autorisé à agir aux fins des présentes;
	(ci-après, << Millenia >>);
ET :	JEAN ARCHAMBAULT, domicilié et résidant au 248, rue Saint-Raphaêl, Île-Bizard (Québec) H9E 1S2;
	(ci-après,<< Archambault >>);

ATTENDU que Millenia désire retenir les services de Archambault et que Archambault désire assumer des fonctions au profit de Millenia, le tout conformément aux conditions stipulées dans le présent contrat;

ATTENDU que dans l’exercice de ses fonctions de Président & COO de Millenia en vertu des présentes, Archambault aura accès à des informations vitales et confidentielles étant la propriété ou la responsabilité de Millenia;

EN CONSÉQUENCE, en considération des modalités contenues aux présentes, les parties conviennent comme suit:

1.	INTERPRÉTATION
	1.1	Le préambule fait partie intégrante du présent contrat.
	1.2	Pour les fins du présent contrat ou pour celles de tout avis ou autre communication requis en vertu des présentes, les mots et les expressions définis à l’Annexe A du présent contrat ont le sens qui y est prévu, à moins que le contexte ne dicte autrement.
	1.3	Toute référence à un genre aux présentes comprend tous les genres et, sauf là où le sens l’indique, les mots référant au singulier référent également au pluriel, Les articles, paragraphes, sous paragraphes et autres subdivisions du présent contrat ainsi que les titres y apparaissant ne sont qu’indicatifs et ne peuvent être utilisés pour l’interpréter.

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2.	DURÉE
	2.1	Le présent contrat est conclu pour une période initiale de deux (2) annnées. Le présent contrat entrera en vigueur en date du 13 février 2006 pour se terminer en date du 12 février 2008. Il est bien entendu que Millenia sera autorisé à faire un communiqué de presse à cet effet. Le présent contrat sera renouvelé automatiquement pour des périodes additionelles de deux années à moins que l’une ou l’autre des parties aux présentes lui mette fin par un pré-avis écrit de quatre-vingt-dix (90) jours.
3.	EMPLOI, RESPONSABILITÉS ET FONCTIONS
	3.1	Aux termes et conditions contenus dans le présent contrat, Millenia retient les services de Archambault, el Archambault s’engage envers Millenia à fournir ses services exclusifs à titre de Président & COO et à remplir toutes les fonctions qui pourront, de temps à autre, lui être assignées par Millenia.
	3.2	Archambault s’engage à servir fidèlement et de facon diligente Millenia en consacrant tout son temps et ses efforts à remplir ses fonctions dans les meilleurs intérêts de Millenia. Archambault s’engage pendant toute la durée du contrat à se consacrer à temps plein aux affaires de Millenia.
4.	LOYAUTÉ
	4.1	Archambault agira avec diligence, loyauté et honnêteté, et il fera tous les efforts afin de promouvoir les intérêts légitimes de Millenia.
5.	RÉMUNÉRATION ET AUTRES AVANTAGES
	5.1	Sous réserve des autres modalités et conditions des présentes, Archambault aura droit à un salaire annuel de base de 150,000$ durant la première année de ce contrat. Durant les six premiers mois de ce contrat, Archambault recevra soixante pourcent (60%) de ce salaire de base en versements bi-hebdomadaires égaux, ce qui représente un salaire annuel de 90,000$. Dès l’achèvement du sixième mois de ce contrat, Archambault recevra une somme globale égale à vingt pourcent (20%) du salaire de base de $150,000, pour cette période de 6 mois, et le vingt pourcent (20%) résiduel, pour cette période de 6 mois, lui sera payé sous la forme d’actions, soit provenant de Millenia Hope Pharmaceuticals Inc. ou de Millenia Hope Inc. Tel que convenu, ces actions seront au prix de base à mi-chemin de la période de 6 mois, soit 3 mois depuis le début de l’embauche. Ce salaire de base sera révisé à chaque date anniversaire du présent contrat. Cette révision tiendra compte de la façon dont Archambault a exécuté ses fonctions auprès de Millenia, de même que des niveaux de rémunération versés dans le marché au Canada pour des fonctions similaires à celles exécutées par Archambault.

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	5.2	En plus du salaire de base décrit au paragraphe 5.1 des présentes, Archambault sera éligible à un boni totalisant 20% de son salaire de base déterminé à la fin de chaque exercice financier en fonction du niveau d’atteinte par Archambault des objectifs fixés par Millenia au début de chaque exercice financier. Ce boni pourra être payable sous la forme d’actions de Millenia Hope Pharmaceuticals Inc. ou de Millenia Hope Inc.
	5.3	Millenia payera à Archambault une allocation de 750$ par mois pour l’usage de son automobile et remboursera à Archambault les frais de fonctionnement de celle-ci (essence, assurances, entretien, réparations etc.).
	5.4	Archambault bénéficiera, selon son statut, de tous les avantages sociaux accordés, de temps à autres, par Millenia à ses administrateurs, dirigeants ou cadres, en accord avec les conditions établies aux plans décrivant lesdits avantages sociaux.
	5.5	Archambault aura droit, à chaque année, à cinq (5) semaines de vacances payées à compter du 1er mars 2006, qui pourront être cumulées et reportées d’une année à l’autre. Pour la deuxième année du présent contrat, Archambault aura le droit à six (6) semaines de vacances payées. Archambault aura le droit de répartir ses semaines de vacances à sa discrétion. Ces vacances seront prises au moment ou aux moments déterminés d’un commun accord entre Archambault et Millenia.
	5.6	En plus de la rémunération prévue au paragraphe 5.1, Archambault sera éligible à recevoir des actions soit de Millenia Hope Pharmaceuticals Inc. ou de Millenia Hope Inc., lequelles lui seront offertes par Millenia dans les trois (3) mois dès la signature de la présente convention. Les actions seront mises à la disposition de Archambault ou de sa société de gestion selon les conditions décrites à ce paragraphe.
	5.7	Dès la signature du présent contrat, Archambault sera nommé administrateur et membre du Conseil d’administration de Millenia Hope Phármaceuticals Inc.
6.	DÉPENSES
	6.1	Millenia convient de rembourser à Archambault, sur présentation de pièces justificatives, tous les frais et dépenses raisonnablement encourus par Archambault dans l’exercice de ses fonctions prévues aux présentes, le tout suivant la politique ou les directives de Millenia telles que modifiées de temps à autre à sa seule discrétion. Avant de faire de telles dépenses, Archambault s’engage en à aviser Millenia.

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7.	RÉSILIATION DU CONTRAT
	7.1	Millenia pourra résilier le présent contrat en tout temps, pour un motif sérieux, sur simple avis transmis à Archambault sans préavis de départ ni d’indemnité quelconque. Aux fins du présent contrat, l’expression « motif sérieux » signifie, outre le sens attribué ou qui pourra être attribué de temps à autre à cette expression par la jurisprudence :
		- inconduite volontaire, fraude, détournement ou vol à l’égard de Millenia ou d’un tiers;
		- commission d’un acte criminel à l’encontre de Millenia ou d’un tiers;
		- tout geste, acte ou omission par Archambault qui constitue une négligence grossière ou une insouciance téméraire à l’égard des intérêts de Millenia; ou
		- tout autre manquement, refus ou défaut important d’Archambault qui n’est pas corrigé par Archambault dans un délai de quinze (15) jours suivant la recéption d’un avis à cet effet.
	7.2	Si, en tout temps pendant la durée du présent contrat, Archambault devient incapable au sens du Code civil du Québec d’exercer ses fonctions en vertu du présent contrat pour des raisons de santé ou d’incapacité physique ou mentale, pendant une période consécutive de six (6) mois ou une durée cumulative de douze (12) mois sur une période consécutive de 36 mois, Millenia pourra de plein droit résilier le présent contrat et devra alors verser à Archambault une indemnité de départ représentant un montant égal à trois (3) mois de salaire de base.
	7.3	Pour toute raison autre que celles prévues aux paragraphes 7.1 et 7.2, Millenia pourra résilier le présent contrat en tout temps sans préavis de départ. Toutefois, Millenia sera alors tenu de verser à Archambault une indemnité de départ représentant un montant égal à douze (12) mois de salaire de base. Archambault reconnaît que les montants des indemnités prévus ci-devant constituent une indemnité de départ juste et suffisante.
8.	OBLIGATION DE CONFIDENTIALITÉ
	8.1	Archambault reconnaît que dans le cadre de ses fonctions, il aura accès à certaines informations confidentielles relativement aux opérations et aux affaires de Millenia et que la communication de telles informations confidentielles peut porter un préjudice à Millenia. Par conséquent, Archambault s’engage et s’oblige pendant et pour une période de cinq (5) ans après la durée du présent contrat, à ne pas divulguer d’informations confidentielles concernant Millenia à quiconque, à moins d’avoir obtenu

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		au préalable l’autorisation écrite de Millenia. De même, il s’engage pendant et après la durée du présent contrat, à ne pas utiliser à son bénéfice ou au bénéfice de toute autre personne, aucune information confidentielle.
	8.2	Nonobstant toute disposition du présent contrat, Archambault pourra utiliser 1’Information confidentielle en relation avec 1’Utilisation autorisée, auquel cas Archambault devra en tout temps prendre toutes les mesures nécessaires, utiles ou désirables afin de prévenir la divulgation ou 1’utilisation non autorisée de 1’Information confidentielle. Dans cette perspective, Archambault devra faire signer à toute tierce partie 1’entente standardisée de confidentialité de Millenia.
	8.3	Tout document, oeuvre ou travail composé, assemblé ou produit par Archambault contenant des Informations confidentielles (incluant mais sans limiter la portée générale de ce qui précède, des notes, des extraits, un texte ou des références à partir desquels la nature ou la substance des Informations confidentielles peut être implicitement ou autrement révélée) est réputé être de 1’Information confidentielle au sens du présent contrat et devra être traitée comme telle.
	8.4	L’Information confidentielle et tous les documents ou ouvrages où elle est contenue (incluant toute reproduction sur quelque support que ce soit) demeurent la propriété exclusive de Millenia et devront lui être retournés à sa demande ou immédiatement après la fin du présent contrat.
	8.5	Nonobstant toute disposition du présent contrat, rien dans le présent contrat ne doit empêcher la divulgation d’Information confidentielle si telle divulgation doit légalement être faite en réponse à la demande expresse d’un organisme gouvernemental ou est autrement requise par la loi, étant entendue cependant que, dans la mesure du possible, Archambault devra d’abord informer Millenia de ladite requête afin que celle-ci puisse s’y opposer en temps opportun si elle le juge à propos. Archambault devra coopérer avec Millenia si elle tente d’obtenir toute injonction ou autre recours ou remède à cet égard,
	8.6	Les obligations et restrictions prévues au présent article 8 s’appliquent pour toute la durée du présent contrat et pour une période de cinq (5) ans par la suite.
9.	DIVISIBILITÉ
	9.1	Chaque disposition (article, paragraphe, sous paragraphe) des présentes forme un tout distinct de sorte que toute décision d’un tribunal ou d’une cour de justice à I’effet que 1’une ou I’autre des dispositions des présentes est nulle ou non exécutoire n’affecte aucunement la validité des autres dispositions de la présente ou leur caractère exécutoire.

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10.	GÉNÉRALITÉS
	10.1	Tout avis en vertu des présentes doit être par écrit et référer au présent contrat. À moins de dispositions expresses au contraire contenues au présent contrat, tout document à être transmis et tout avis à être donné selon la présente, peuvent lêtre de main à main, par télécopie ou par courrier, sous pli recommandé et affranchi, déposé dans une boîte postale ou dans un bureau de poste, adressé à son destinataire à l’adresse indiquée au préambule du présent contrat ou par la livraison d’un tel avis à cette adresse. Tout avis ou document donné ou transmis par courrier sera réputé livré et reçu lors de sa signification ou le cinquième (5e) jour ouvrable suivant sa mise à la poste, le cas échéant. En ce qui a trait aux avis ou documents transmis par télécopieur, ceux-ci seront réputés livrés et reçus le lendemain de la date d’envoi.
	10.2	Aucun amendement au présent contrat ne liera les parties sauf s’il est consigné par écrit et dûment signé par les parties.
	10.3	Le fait qu’une partie au présent contrat n’ait pas insisté sur la pleine exécution de I’un quelconque des engagements contenus aux présentes ou n’ait pas toujours exercé I’un quelconque des droits y conférés, ne doit pas être considéré comme une renonciation pour l’avenir à un tel droit ou à tout autre droit ou à l’exécution de tel engagement.
	10.4	Le présent contrat sera régi et interprété selon les lois de la province de Québec et les lois du Canada qui y sont applicables.

EN FOI DE QUOI, LES PARTIES AUX PRÉSENTES ONT SIGNÉ LE PRÉSENT CONTRAT À MONTRÉAL, CE 13ième JOUR DE FÉVRIER 2006.

	MILLENIA HOPE PHARMACEUTICALS INC.
Par:	Leonard Stella
Par:	Jean Archambault

Monteal, February 13th 2006

DR. BAHIGE M. BAROUDI
4450 Promenade Paton
Laval, Quebec H7W 5J7

Dear Dr. Baroudy,

We are pleased to confirm your employment beginning February 13th, 2006 at Millenia Hope Pharmaceuticals Inc. and Millenia Hope Inc. Your position will be as Chief Scientific Officer of Millenia Hope Pharmaceuticals Inc. and as acting President and Chief Science Officer of Millenia Hope Inc. As such, you will be reporting to your superior, Mr. Leonard Stella.

Your annual base salary will be 150,000.00$ payable every 2 weeks. All other work conditions, and benefit programs are those will be in place or that may be instituted by Millenia Hope Pharmaceuticals Inc. For the first six (6) months, you will receive a salary of 120,000.00$ and at the end of the said six (6) month period, you will receive a lump sum of 15,000.00$ and the remainder of the 15,000.00$ will be paid to you in shares of either Millenia Hope Inc. or/and Millenia Hope Pharmaceuticals Inc. You will be entitled to 3 weeks annual vacation as of July 2006. Starting in July 2007, you will be entitled to 4 weeks annual vacation.

The present letter of employment will only come into effect once you have signed in favor of Millenia Hope Pharmaceuticals Inc., an undertaking of the transfer of intellectual property and a confidentiality agreement.

Millenia Hope Pharmaceuticals Inc. can resilitate this Agreement at all times for a serious motive by notyfing yourself without any indemnity whatsoever. For the purposes of the present Agreement, the expression « serious motive » means, without limiting the generality of the foregoing and the definitions that may be attributed from time to time by the jurisprudence, the following :

a) voluntary misconduct, fraud or theft with respect to Millenia Hope Pharmaceuticals Inc. or to a third party; or

b) commission of a criminal act in regard to Millenia Hope Pharmaceuticals Inc. or to a third party; or

c) all acts, omissions on your behalf which would constitute gross negligence in regards to the interests of Millenia Hope Pharmaceuticals Inc.; or

d) all other acts or omission or important defaults on your behalf which will not be corrected within a fifteen (15) day delay following the reception of a written notice on this effect; or

e) insolvency or lack of funds for the operations of Millenia Hope Pharmaceuticals Inc.;

For all other reasons, Millenia Hope Pharmaceuticals Inc. may annul this Agreemant at all times. However, in this event, Millenia Hope Pharmaceuticals Inc. will be obliged to pay

1

          you an indemnity of three (3) months of salary.

You recognize that the amount of the indemnity herein stipulated constitutes a just and sufficient indemnity.

Cordially yours,

Millenia Hope Pharmaceuticals Inc.
Per: Leonard Stella, CEO

I understand and accept the conditions of employment hereinabove stipulated.

DR. BAHIGE M. BAROUDI The 13th day of February 2006

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Montréal, le 8 février 2006

M. ROBERT WILLIAMS
130, avenue de Breslay
Pointe-Claire, Québec

Cher Monsieur Williams,

Je suis heureux de confirmer votre engagement à compter du 13 février 2006 à titre d’emplo’yé à temps plein auprès de Millenia Hope Pharmaceuticals Inc. Jusqu’à nouvel ordre, M. Leonard Stella sera votre supérieur immédiat.

Vous serez rémunéré sur une base annuelle de 95,000.00$. Votre traitement sera payable aux deux semaines. Toute autre condition de travail, de même que les avantages sociaux auxquels vous aurez droit seront ceux en vigueur, de temps à autre, chez Millenia Hope Pharmaceuticals Inc. Vous aurez droit à 3 semaines de vacances annuelles à compter du mois de juillet 2006. À partir de juillet de 1’année 2007, vous aurez droit à 4 semaines de vacances annuelles auprés de votre employeur, Millenia Hope Pharmaceuticals Inc.

Tel que convenue verbalement et lors de notre rencontre en date du 24 Janvier 2006 et pour les premier six (6) mois de votre emploi auprès de Millenia Hope Pharmaceuticals Inc. vous recevrez soixante-dix pourcent (70%) de votre salaire de base. Dès 1’achevement du sixième mois de travail, vous recevrez en somme globale vingt pourvent (20%) de votre salaire de base et le réliquat du dix pourcent (10%) vous sera payée en forme d’ actions, soit provenant de Millenia Hope Pharmaceuticals Inc. ou de Millenia Hope Inc. Les actions tel que convenu auront comme prix de base la mi-chemin de la période de 6 mois, soit 3 mois dès le début de votre emploi. Après la période de 6 mois, votre salaire annuel sera de 95,000.00$.

Vous déclarez être en bonne santé et ne pas avoir omis de divulguer des renseignements sur votre état de santé qui auraient permis à Millenia Hope Inc. de constater que vous n’auriez pas la capacite de remplir vos fonctions. Vous acceptez de remplir tout questionnaire médical et de vous soumettre à toute évaluation médicale qui pourraient être demandés par Millenia Hope Pharmaceuticals Inc., à ses frais. La présente offre d’emploi est sujet à ce que les résultats dévoilés par ce questionnaire ou par cette évaluation soient à la satisfaction de Millenia Hope Pharmaceuticals Inc.

Vous vous abstiendrez de fumer dans les locaux de la compagnie.

La présente lettre d’engagement entrera en vigueur uniquement lorsque vous aurez signé, en faveur de Millenia Hope Pharmaceuticals Inc., un engagement de cession de droits de propriété intellectuelle et de confidentialité satisfaisant la compagnie.

1

Millenia Hope Pharmaceuticals Inc. pourra résilier cette Entente en tout temps, pour un motif sérieux, sur simple avis qui vous serait alors transmis sans préavis de départ ni indemnité quelconque. Aux fins de la présente Entente, l’expression « motif sérieux » signifie, outre le sens attribué ou qui pourra être attribué de temps à autre à cette expression par la jurisprudence et non-limitativement à ce qui suit:

a) inconduite volontaire, fraude, dètournement ou vol à l’égard de Millenia Hope Pharmaceuticals Inc. ou d’un tiers;

b) commission d’un acte criminel à l’encontre de Millenia Hope Pharmaceuticals Inc. ou d’un tiers;

c) tout geste, acte ou omission de votre part qui constitue une négligence grossière ou une insouciance téméraire à l’égard des intérêts de Millenia Hope Pharmaceuticals Inc.; ou

d) tout autre manquement, refus ou défaut important de votre part que vous ne corrigerai pas dans un délai de quinze (15) jours suivant la réception d’un avis à cet effet.

e) insolvabilité ou manque dc fonds pour les opérations de Millenia Hope Pharmaceuticals Inc.;

Pour toute raison autre que ces dernières, (dont vous aurez droit à une indemnité prévue par la Loi) Millenia Hope Pharmaceuticals Inc. pourra résilier cette Entente en tout temps avec ou sans préavis de départ. Toutefois, Millenia Hope Pharmaceuticals Inc. sera alors tenu de vous verser une indemnité de depart représentant un montant égal à trois (3) mois de salaire,

Vous reconnaissez que les montants des indemnités prévus ci-devant constituent une indemnité de départ juste et suffisante.

Veuillez agréer l’expression de nos sentiments les meilleurs.

Millenia Hope Pharmaceuticals Inc.

Par : Leonard Stella, CEO

Je comprends et j’accepte les conditions d’emploi ci-haut mentionnées.

ROBERT WILLIAMS   Le 8 février 2006

2

Montréal, le 8 février 2006

M. DANY AUBRY
6, rue de la Plage des Iles
Laval, Québec

Cher Monsieur Aubry,

Je suis heureux de confirmer votre engagement à compter du 13 février 2006 à titre d’employé à temps plein auprès de Millenia Hope Pharmaceuticals Inc. Jusqu’à nouvel ordre, M. Leonard Stella sera votre supérieur immédiat.

Vous serez rémunéré sur une base annuelle de 95,000,00$. Votre traitement sera payable aux deux semaines. Toute autre condition de travail, de même que les avantages sociaux auxquels vous aurez droit seront ceux en vigueur, de temps à autre, chez Millenia Hope Pharmaceuticals Inc. Vous aurez droit à 3 semaines de vacances annuelles à compter du mois de juillet 2006. À partir de juillet de l’année 2007, vous aurez droit à 4 semaines de vacances annuelles auprès de votre employeur, Millenia Hope Pharmaceuticals Inc.

Tel que convenue verbalement et lors de notre rencontre en date du 24 janvier 2006 et pour les premier six (6) mois de votre emploi auprès de Millenia Hope Pharmaceuticals Inc. vous recevrez soixante-dix pourcent (70%) de votre salaire de base. Dès l’achevement du sixième mois de travail, vous recevrez en somme globale vingt pourvent (20%) de votre salaire de base et le réliquat du dix pourcent (10%) vous sera payée en forme d’actions, soit provenant de Millenia Hope Pharmaceuticals Inc. ou de Millenia Hope Inc. Les actions tel que convenu auront comme prix de base la mi-chemin de la période de 6 mois, soit 3 mois dès le début de votre emploi. Après la période de 6 mois, votre salaire annuel sera de 100,000.00$.

Vous déclarez être en bonne santé et ne pas avoir omis de divulguer des renseignements sur votre état de santé qui auraient permis à Millenia Hope Inc. de constater que vous n’auriez pas la capacité de remplir vos fonctions. Vous acceptez de remplir tout questionnaire médical et de vous soumettre à toute évaluation médicale qui pourraient être demandés par Millenia Hope Pharmaceuticals Inc., à ses frais. La présents offre d’emploi est sujet à ce que les résultats dévoilés par ce questionnaire ou par cette évaluation soient à la satisfaction de Millenia Hope Pharmaceuticals Inc.

Vous vous abstiendrez de fumer dans les locaux de la compagnie.

La présente lettre d’engagement entrera en vigueur uniquement lorsque vous aurez signé, en faveur de Millenia Hope Pharmaceuticals Inc., un engagement de cession de droits de propriété intellectuelle et de confidentialité satisfaisant la compagnie.

1

Millenia Hope Pharmaceuticals Inc. pourra résilier cette Entente en tout temps, pour un motif sérieux, sur simple avis qui vous serait alors transmis sans préavis de départ ni indemnité quelconque. Aux fins de la présente Entente, l’expression « motif sérieux » signifie, outre le sens attribué ou qui pourra être attribué de temps à autre à cette expression par la jurisprudence et non-limitativement à ce qui suit:

	a) inconduite volontaire, fraude, détournement ou vol à l’égard de Millenia Hope Pharmaceuticals Inc. ou d’un tiers;
	b) commission d’un acte criminel à l’encontre de Millenia Hope Pharmceuticals Inc. ou d’un tiers;
	c) tout geste, acte ou omission de votre part qui constitue une négligence grossière ou une insouciance téméraire à l’égard des intérêts de Millenia Hope Pharmaceuticals Inc.; ou
	d) tout autre manquement, refus ou défaut important de votre part que vous ne corrigerai pas dans un délai de quinze (15) jours suivant la réception d’un avis à cet effet.
	e) insolvabilité ou manque de fonds pour les opérations de Millenia Hope Pharmaceuticals Inc.;
	Pour toute raison autre que ces dernières, Millenia Hope Pharmaceuticals Inc. pourra résilier cette Entente en tout temps avec ou sans préavis de départ. Toutefois, Millenia Hope Pharmaceuticals Inc. sera alors tenu de vous verser une indemnité de départ représentant un montant égal à trois (3) mois de salaire,
Vous reconnaissez que les montants des indemnités prévus ci-devant constituent une indemnité de départ juste et suffisante.

Veuillez agréer l’expression de nos sentiments les meilleurs.

     

Millenia Hope Pharmaceuticals Inc.
Par : Leonard Stella, CEO

Je comprends et j’accepte les conditions d’emploi ci-haut mentionnées.

   

DANY AUBRY     le 8 février 2006

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTING FIRM

We hereby consent to the incorporation by reference in the Form SB-2 of Millenia Hope Pharmaceuticals, Inc.of our report dated September 5, 2006, on the financial statements of Millenia Hope Pharmaceuticals, Inc. as of November 30, 2005 and for the years ended November 30, 2005 and 2004 and the reference to our firm as experts in the registration statement.

/s/ Stark Winter Schenkein & Co., LLP

September 6, 2006

Denver, Colorado