SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

(MARK ONE)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT
      OF 1934

                  For the Fiscal Year Ended December 31, 2003

[ ]   TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
      ACT OF 1934

       For the transition period from _______________ to ________________

                        Commission File Number 000-09489

                               SWISS MEDICA, INC.
                               ------------------
                 (Name of Small Business Issuer in its charter)

          Delaware                                     98-0355519
     -----------------------                  -----------------------------
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
      of incorporation or organization)

                           53 Yonge Street, 3rd Floor
                        Toronto, Ontario, Canada M5E 1JE
            --------------------------------------------------------
               (Address of principal executive offices)(Zip code)

Issuer's telephone number, including area code:  (416) 483-0663

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class      Name of each exchange on which each is registered
      -------------------      -------------------------------------------------
             None                                    None

Securities registered pursuant to Section 12(g) of the Act:

                Class A Common Stock, par value $0.001 per share
                ------------------------------------------------
                                (Title of class)

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports);  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No ___

      Check if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

      The issuer's  revenues for the fiscal year ended December 31, 2003 totaled
$104,091.

      The number of shares of the issuer's Class A common stock, $.001 par value
per share, outstanding as of March 25, 2004 was 36,678,725. The aggregate market
value of the voting and non-voting  common equity held by  non-affiliates of the
registrant on March 25, 2004,  based on the average bid and ask price on the OTC
Bulletin Board as of such date, was approximately $6,290,865.

                   DOCUMENTS INCORPORATED BY REFERENCE: None

              Transition Small Business Disclosure Format: Yes ___ No X

<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I

      ITEM 1.  DESCRIPTION OF BUSINESS..................................     4
      ITEM 2.  DESCRIPTION OF PROPERTY..................................     8
      ITEM 3.  LEGAL PROCEEDINGS........................................     9
      ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
               SECURITY HOLDERS.........................................     9

PART II

      ITEM 5.  MARKET FOR COMMON EQUITY AND
               RELATED STOCKHOLDER MATTERS..............................     9
      ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.....................    11
                  OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
      ITEM 7.  FINANCIAL STATEMENTS.....................................    21
      ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
               ON ACCOUNTING AND FINANCIAL DISCLOSURE...................    22
      ITEM 8A. CONTROLS AND PROCEDURES..................................    22

PART III

      ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
               CONTROL PERSONS; COMPLIANCE WITH
               SECTION 16(a) OF THE EXCHANGE ACT........................    22
      ITEM 10. EXECUTIVE COMPENSATION...................................    25
      ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT....................................    28
      ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........    29
      ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K.........................    30
      ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...................    31

FINANCIAL STATEMENTS
SIGNATURES

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                   NOTE REGARDING FORWARD LOOKING STATEMENTS

      This report by Swiss Medica, Inc. (the "Company") contains forward-looking
statements. These are statements regarding financial and operating performance
and results and other statements that are not historical facts. The words
"expect," "project," "estimate," "believe," "anticipate," "intend," "plan,"
"forecast," and similar expressions are intended to identify forward-looking
statements. Certain important risks could cause results to differ materially
from those anticipated by some of the forward-looking statements. Some, but not
all, of the risks that could cause actual results to differ from those suggested
by the forward-looking statements include, among other things:

      o     the loss of the services of any member of our management team and,
            in particular, the loss of the services of Raghunath Kilambi, our
            Chief Executive Officer and Chief Financial Officer, and Grant
            Johnson, our President and Chief Operating Officer;

      o     our ability to continue to find and acquire bioscience products with
            demonstrated competitive advantages;

      o     whether or not our products are able to compete successfully with
            bioscience products of other suppliers and whether or not some or
            all of our products are rendered obsolete by newer products or
            technologies;

      o     our ability to successfully market the products we acquire or
            develop;

      o     the implementation of any government regulation that could make it
            more difficult or more costly to bring our products to market;

      o     our ability to obtain financing as and when we need it; and

      o     other factors, all of which are difficult to predict and many of
            which are beyond our control.

      You are cautioned not to place undue reliance on these forward-looking
statements, which relate only to events as of the date on which the statements
are made. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
You should refer to and carefully review the information in future documents we
file with the Securities and Exchange Commission.

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<PAGE>

                                     PART I

ITEM 1.  BUSINESS

OVERVIEW

      We market and distribute bioscience products designed to enhance the
well-being and health of consumers. Bioscience products are natural compounds
that have health promoting, disease preventing or medicinal properties. We
believe that consumers are deeply concerned about the management and cost of
their health care and the expensive, chemical-based prescription drug approach
predominant in modern medicine. We believe that this concern will increase the
demand for bioscience health products because natural products are considered to
be effective against many ailments and are more accessible than prescription
medications. The global market for herbal products is currently estimated to be
$62 billion and the World Health Organization has estimated that the global
market for herbal products will be worth $5 trillion dollars by the year 2050.

      We began our bioscience products business in May 2003. Prior to that time,
we were a holding company focused on acquiring, expanding and developing
technology companies and we had no operations.

      In May 2003, we retained a new management team to implement the business
plan which we marketed and distributed bioscience health products. On May 16,
2003 we acquired certain assets of General Cosmetics Corporation, a Delaware
corporation based in Munich, Germany. The acquisition was made by issuing to
General Cosmetics Corporation 6,750,000 shares of our restricted Class A common
stock, subject to adjustment based on the terms of the March 31, 2003 purchase
agreement. The assets we acquired included nine patented essential oil
bioscience products that have been developed for pain relief, cold sores,
menstrual cramps and other ailments. All of these products comply with FDA
regulations and can be sold in the United States. We are introducing these
products to the market over time and are currently available for sale in the
U.S.A. We are currently commencing to market and sell the pain relief
formulation called 024 Pain Relief and have not yet determined when the
remaining products will be introduced. The worldwide pain management market is
estimated to be $30 billion in 2003 and the combined, worldwide,
over-the-counter and prescription market for pain relief products is estimated
to be $15 billion in 2003

      Our corporate headquarters is located at 53 Yonge Street, 3rd Floor,
Toronto, Ontario, Canada, M5E 1JE. Our telephone number is (416) 483-0663.

HISTORY AND COMPANY DEVELOPMENT

      The Company was originally incorporated on March 11, 1980, as Associated
Medical Devices, Inc., under the laws of Nevada for the development and
marketing of various devices. Due to the non-payment of required fees and filing
of required reports, the Company forfeited its corporate charter during 1986 and
was revived in February 1995.

      Pursuant to an Acquisition Agreement dated, July 1, 1999, and finally
executed on October 20, 1999, John F. Huguet ("Huguet") and Gold Crown Holdings
Limited, a British Virgin Islands corporation ("Gold Crown"), acquired 4,968,000
restricted shares of the Company's common stock, comprising approximately 85% of
the Company's issued and outstanding Shares, in exchange for 100% of the issued
and outstanding common stock of Euro American Business Group, Inc., a New York
corporation owned by Huguet and Gold Crown. Contemporaneously thereto, Huguet
and Gold Crown purchased 25,000 shares of Registrant's common stock from Glenn
A. Little, a director of the Company for $200,000. In anticipation of the

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execution of the above agreement, on October 7, 1999, the directors of the
Company tendered their resignations as directors of the Company and appointed
new directors and officers.

      Prior to the Agreement, the Company was a development stage company with
no significant operations, seeking a new business plan. At the time of the
Agreement, Euro American Business Group, Inc., had conducted no business to
date, but had plans to become a provider of low cost internet access in Europe.
To better reflect the Company's new business plan, the Company changed its name
to Yournet, Inc. on October 20, 1999.

      Effective August 14, 2001, Yournet, Inc. merged with and into Global Path
Incorporated, a Delaware corporation. Pursuant to the merger, Yournet, Inc., a
Nevada corporation, reincorporated under the laws of Delaware. As a result of
the merger, shareholders of Yournet, Inc. received the right to receive one
share of Class A common stock of Global Path Incorporated for each one share of
common stock of the Company. After the reincorporation, 20,455,903 shares of
Yournet, Inc. common stock was converted to 20,455,903 shares of Class A common
stock of Global Path Incorporated ("GPI"), the surviving entity. GPI in November
2002 performed a share consolidation of 100:1.

      After the acquisition of the General Cosmetics Corporation assets, we
changed our name in July 2003 from GPI to Swiss Medica, Inc. The Company's
common stock currently trades on the Over-the-Counter Bulletin Board under the
trading symbol SWME.

BUSINESS STRATEGY

      We distribute and market bioscience products for chronic ailments and
medical conditions. Our goal is to bring natural herbal-medicine products into
the mainstream food/drug/mass retail channels and out of their traditional
market niche of specialty retailers. In addition, we intend to leverage
alternative distribution channels including e-commerce, direct sales and
infomercials to market and sell our products.

      Swiss Medica is currently focused on marketing and selling its products in
North America. We launched our products initially in Canada however we expect to
further expand into the United States within six months. While Europe remains a
target, the Company believes that it will take at least a year for the Company
to realize any significant sales from this region.

      Swiss Medica does not manufacture any of its products, but outsources this
activity to contract manufacturers. The raw materials used in the manufacturing
process are commodity items.

PRODUCT OFFERINGS

      The Company is currently offering only one product in the marketplace. It
is designated as O24 Pain Relief Lotion ("O24") and it is a patented, topical
pain relief solution containing all natural essential oils. O24 carries
endorsements and testimonials from many groups and individuals in Europe such as
the Norwegian /Swiss National Ski Teams, the German Olympic Track & Field Team.

      We intend to attempt to develop variations of the O24 formulation which
would treat additional ailments including menstrual cramps, cold sores,
hemorrhoids and nasal congestion. We are also seeking to acquire additional
bioscience products or companies that own bioscience products.

INTELLECTUAL PROPERTY

      We own United States Patent Number 6,444,238 (issued September 3, 2002)
which covers our O24 product, however, there is no assurance we will be able to
obtain patent protection for any derivative uses of O24, or for any other

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products we may later acquire or develop. We also cannot assure that we will be
able to obtain foreign patents to protect our products.

      Litigation may be required to enforce our intellectual property rights,
protect our trade secrets or determine the validity and scope of proprietary
rights of others. Any action we take to protect our intellectual property rights
could be costly and could absorb significant management time and attention. In
addition, as a result of any such litigation, we could lose any proprietary
rights we have. If any of the foregoing occurs, we may be unable to execute on
our business plan and you could lose your investment.

GOVERNMENT REGULATION

      In the United States, governmental agencies and extensive federal
regulations regulate the manufacture, packaging, labeling, advertising,
promotion, distribution and sale of our products. In the United States, the Food
and Drug Administration (FDA) regulates the safety and effectiveness of the
product and the Federal Trade Commission (FTC) regulates how we advertise and
market our products. Since O24 is classified as a drug, it carries an FDA
"monograph" (written description of the medication's properties and usages)
enabling the Company to make certain efficacy claims. Swiss Medica is using an:
FDA designated laboratory, an FDA certified bottler and FDA certified
manufacturer to ensure product compliance.

      O24 and any other products we may manufacture or sell in the future are
also subject to regulation in the United States by, among other regulatory
entities, the Consumer Product Safety Commission, the U.S. Department of
Agriculture, and the Environmental Protection Agency. The laws, regulations and
enforcement policies governing our products are relatively new and still
evolving, and we cannot predict what enforcement positions the FDA or other
governmental agencies may take with respect to our products. We cannot at this
time determine the extent to which FDA and other regulations will impact our
business.

      There are similar regulatory bodies and regulations in Canada, and other
countries in which we may decide to market, sell and distribute our products. In
Canada, Health Canada controls over-the-counter drugs and a special application
is needed for most national retailers. Health Canada regulates the safety,
efficacy and permissible claims of certain products and their
manufacturers/representatives. The Company is required to ensure that O24 and
its other products are manufactured using Health Canada's Good Manufacturing
Process ("GMP") guidelines. The recent Natural Health Product ("NHP") Act allows
companies that sell nutraceutical products to make additional health benefit
claims for products that comply with the regulations and monographs.

      We cannot be certain that we comply or will comply with all laws and
regulations in this area. Enforcement actions by any of these regulatory
agencies can result in civil and criminal penalties, an injunction to stop or
modify certain selling methods, seizure of products, adverse publicity or
voluntary recalls and labeling changes. If any governmental agency were to
undertake an enforcement action against us, this could cause an immediate
decrease in our revenues, cause us to incur significant additional expenses and
result in a decrease in our stock price.

SALES & MARKETING

      Swiss Medica sells O24 and intends to sell its other products through
various distribution channels including retail stores, infomercials, e-commerce
and direct sales. The Company intends to support O24 and its other products with
print and store advertisements, television spots, professional endorsements and
point-of-presence marketing.

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COMPETITION

      The market for health-related retail goods and services is characterized
by intense competition. We believe that the principal competitive factors for
companies in the industries in which we compete are:

      o     functionality;
      o     quality of merchandise;
      o     discounts and rewards;
      o     brand recognition;
      o     customer loyalty; and
      o     price.

      While competition in the over-the-counter arthritis pain relief products
market is highly fragmented, there are a few significant brand names that have
managed to acquire the majority of retail shelf space. Some of these treatments
are general pain relief tablets such as Aleve from Roche Laboratories (Germany:
RO), Bayer from Bayer AG (NYSE:BAY), and Tylenol from Mc-Neil Consumer &
Specialty Pharmaceuticals (privately-held). Additionally, arthritis rubs are
popular, including Ben-Gay from Pfizer Inc. (NYSE:PFE), Joint-Ritis (privately
held), Mineral Ice from Bristol-Myers Squibb Company (NYSE:BMY), and Icy Hot and
related products by Chattem, Inc. (OTC:CHTT). It has been estimated that the
domestic sales for these seven products alone are in excess of $200 million per
annum.

      In the natural products market, there are two significant competitors.
Rodlen Laboratories (privately held) sells Zostrix, which contains Capsaicin, a
compound found in hot peppers. Capsaicin is a powerful irritant that can cause a
severe skin reaction for some individuals. Tiger Balm is a counterirritant
ointment based on herbal ingredients, derived from ancient Chinese sources
manufactured by Haw Par Corporation (Singapore:HPAR), which we believe to be
O24's only direct competitor. Sales of Tiger Balm and related healthcare
products reached approximately $35 million in FY 2002 (Singapore $60 million).

      Although the Company does not view pharmaceuticals as direct competitors,
we believe that eventually mainstream consumers will view natural products as
alternatives to prescription medication. The drugs with the lion's share of the
arthritis market are in the Cox-2 inhibitor class, Vioxx and Arcoxia by Merck
(NYSE:MRK) and Celebrex by Pfizer (NYSE:PFE).

      Nearly all of our existing and potential competitors have longer operating
histories, greater experience, greater name recognition, larger customer bases
and significantly greater financial, technical and marketing resources than
Swiss Medica. Due to their greater resources, our competitors are able to
undertake more extensive marketing campaigns for their brands and services, and
make more attractive offers to potential employees, retail affiliates, and
others. We cannot assure you that we will be able to compete successfully
against our current or future competitors or that our business and financial
results will not suffer from competition.

MANUFACTURING

      We rely on third-party manufacturers to fulfill all of our manufacturing
requirements. We currently engage:

      o     Semi-Chem Inc. of Dallas, Texas to bottle, fill, label and package
            our finished product, and

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      o     Creative Fragrances Ltd. of Dallas, Texas and Natural Care Mfg, Inc.
            of Arlington, Texas as our formulator and blender of O24.


DEPENDENCE ON ONE OR MORE CUSTOMER

      As of December 31, 2003 the Company had a distribution arrangement with a
Canadian-based distributor, Mayfield Solutions Inc., who in turn, resells our
products to national retail chains such as Nutrition House with 80-retail
outlets across Canada, Alive Health Centre, Supplements Plus and Morning Sun
Health Foods with a combined 30 stores throughout Canada.

RESEARCH & DEVELOPMENT

      We do not anticipate incurring material research and development costs
during the next 12 months, nor do we anticipate the acquisition or sale of any
material property, plant or equipment during the next 12 months, with the
exception of the possible acquisition of additional bioscience or herbal health
products and their related infrastructure. We have acquired and expensed
$3,725,826 and $0 for research and development during fiscal years ended
December 31, 2003 and December 31, 2002, respectively.

EMPLOYEES

      As of December 31, 2003 we had eight full-time employees and one part-time
employee. Of these employees, two were in sales, one was in accounting, one was
in manufacturing, and two were in logistics and two were in administration and
general operations. We believe our relations with our employees are good.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

      We are a company incorporated under the laws of Delaware but because we
are a company headquartered in Canada our investors may not be able to enforce
civil liabilities under the U.S. federal securities laws against us or our
officers and directors. Some of our directors and officers reside in Canada.
Because some of our assets are located outside the U.S., it may be difficult for
an investor to sue, for any reason, us or any of our directors or officers
through U.S. jurisdictions. We believe that there is uncertainty as to the
enforceability, in original actions in Canadian courts, of liability based upon
the U.S. federal securities laws and as to the enforceability in Canadian courts
of judgments of U.S. courts obtained in actions based upon the civil liability
provisions of the U.S. federal securities laws.

ITEM 2. DESCRIPTION OF PROPERTY

      We currently lease two offices, including our 1,800 square foot corporate
headquarters located at 53 Yonge Street, 3rd Floor, Toronto, Ontario, and our
West Coast office located at 855, 789 West Pender Street, Vancouver, British
Columbia, which houses our sales operations. We lease these offices at market
rates and our leases began on July 1, 2003 and June 25, 2003 respectively and
will continue until May 31, 2004 and July 31, 2004. We have one option to renew
the lease, at the end of the lease term, for an additional period of five years.

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      We also have a warehouse and logistic facilities in Toronto, Ontario and
Richmond, British Columbia through our partnership with Mayfield Solutions Inc.,
a division of Asenda Pharmaceutical Supplies. In addition, we have access to a
logistics facility and warehouse Arlington, Texas, which are adequate for our
current operations, and management believes will continue to be adequate through
the initial lease term.


ITEM 3.  LEGAL PROCEEDINGS

      Occasionally we may be named as a party in claims and legal proceedings
arising out of the normal course of our business. These claims and legal
proceedings may relate to contractual rights and obligations, employment
matters, or to other matters relating to our business and operations.

      Gleiss Lutz Hootz, a German law firm, has brought suit against us in a
Canadian jurisdiction for 24,496.41 EURO, or approximately $29,762.24, for
legal services allegedly authorized by us in connection with an attempted
acquisition transaction. We have defended this action on the basis that the
transaction was aborted prior to the plaintiff having been authorized to spend
any significant amount of time on the file and that the accounts rendered are
grossly excessive. The action is still in its early stages and we intend to
continue to vigorously defend it.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

                                    PART II

ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our common stock is quoted on the National Association of Securities
Dealers, Inc. Electronic Bulletin Board (the "OTC Bulletin Board"), and is
traded under the symbol "SWME". Our common stock began trading on March 5, 1998,
but the market for it has been extremely limited and sporadic.

      The table below sets forth the range of high and low bid quotes of our
common stock for each quarter for the last fiscal year, the only full fiscal
year during which our common stock traded, as reported by Stockgroup Information
Systems Inc. The bid prices represent inter-dealer quotations, without
adjustments for retail mark-ups, markdowns or commissions and may not
necessarily represent actual transactions.

                                            PERIOD         HIGH       LOW
                                         --------------  ---------  ---------

    Fiscal Year Ended December 31, 2002  First Quarter    $100.00     $30.00
                                         Second Quarter    $52.00      $6.00
                                         Third Quarter     $12.00      $3.00
                                         Fourth Quarter*    $8.00      $0.60

    Fiscal Year Ended December 31, 2003  First Quarter      $1.07      $0.70
                                         Second Quarter     $1.01      $0.52
                                         Third Quarter      $0.68      $0.15
                                         Fourth Quarter     $0.53      $0.14

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      * All bid prices for all periods reflect a 1-for-100 reverse stock split
in November 2002.

      As of March 25, 2004, there were approximately 2,587 holders of record of
our Class A common stock. This number does not include an indeterminate number
of shareholders whose shares are held by brokers in street name.

      Since becoming a reporting company, we have never declared or paid any
cash dividends on our common stock and do not expect to declare or pay any cash
dividends in the foreseeable future. Prior to becoming a reporting company, we
were an S corporation for tax reporting purposes and we paid dividends to our
sole shareholder.


RECENT SALES OF UNREGISTERED SECURITIES

      In October 2003 we issued 150,000 restricted Class A Common Shares at
approximately $0.20 per share for services rendered to certain consultants. We
also issued 125,000 restricted Class A Common Shares at $0.20 per share to
certain investors for cash net of costs and fees. The securities were issued in
reliance upon the exemption provided in Section 4(2) of the Securities Act of
1933.

      In November 2003 we issued 200,000 restricted Class A Common Shares at
approximately $0.20 per share for services rendered to certain consultants. The
securities were issued in reliance upon the exemption provided in Section 4(2)
of the Securities Act of 1933.

      In December 2003 we issued 800,000 restricted Class A Common Shares at
approximately $0.18 per share for services rendered to certain consultants. We
also issued 319,275 restricted Class A Common Shares for cash, to certain
investors net of costs and fees. The securities were issued in reliance upon the
exemption provided in Section 4(2) of the Securities Act of 1933.

      We also granted warrants to certain consultants to purchase 100,000 Class
A Common Shares at $0.75 per share and another 100,000 shares at $0.45 per share
on December 1, 2003 in exchange for services rendered. The securities were
issued in reliance upon the exemption provided in Section 4(2) of the Securities
Act of 1933.

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ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF RESULTS OF  OPERATIONS  AND
          FINANCIAL CONDITION


      The following discussion and analysis is qualified by, and should be read
in conjunction with, our audited interim condensed consolidated financial
statements and the notes thereto included in Item 7 of this Annual Report on
Form 10-KSB.

      Management's discussion and analysis of results of operations and
financial condition are based on our financial statements. These statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America. These principles require management to make certain
estimates, judgments and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates based on
historical experience and various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and judgments that affect our reported assets, liabilities, revenues, and
expenses, and the disclosure of contingent assets and liabilities. We base our
estimates and judgments on historical experience and on various other
assumptions we believe to be reasonable under the circumstances. Future events,
however, may differ markedly from our current expectations and assumptions.
While there are a number of significant accounting policies affecting our
consolidated financial statements; we believe the following critical accounting
policies involve the most complex, difficult and subjective estimates and
judgments:

      o     Stock-based compensation.

      o     Intangible assets

      o     Research and Development

      Stock-Based Compensation

      In December 2002, the FASB issued SFAS No. 148 - Accounting for
Stock-Based Compensation - Transition and Disclosure. This statement amends SFAS
No. 123 - Accounting for Stock-Based Compensation, providing alternative methods
of voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation. FAS 148 also requires disclosure of the
method used to account for stock-based employee compensation and the effect of
the method in both the annual and interim financial statements. The provisions
of this statement related to transition methods are effective for fiscal years
ending after December 15, 2002, while provisions related to disclosure
requirements are effective in financial reports for interim periods beginning
after December 31, 2002.

      The Company elected to continue to account for stock-based compensation
plans using the intrinsic value-based method of accounting prescribed by APB No.
25, "Accounting for Stock Issued to Employees," and related interpretations.

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Under the provisions of APB No. 25, compensation expense is measured at the
grant date for the difference between the fair value of the stock and the
exercise price.

      Acquired Intangible Assets

      Acquisitions of intangible assets are accounted for under Statement of
Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets.
Thos standards require that certain identifiable assets be amortized over their
expected useful lives. Intangible assets that have indefinite useful lives are
not subject to amortization, but rather will be tested at least annually for
impairment.

      Research and Development

      The Company accounts for research and development costs in accordance with
the Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs."
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred.


RESULTS OF OPERATIONS

OVERVIEW

      Prior to May 16, 2003 we were a holding company focused on acquiring,
expanding and developing technology companies and we had no operations.

      As of May 16, 2003 we began to implement a new business plan pursuant to
which we will market and distribute proprietary bioscience health products,
focused on chronic ailments. We retained a new management team to implement this
new business plan. The global market for chronic ailment products is in excess
of $100 million and is currently dominated by prescription, chemical based
drugs. The global market for natural, herbal and bioscience products is
currently estimated to be over $60 billion and growing rapidly.

      On May 16, 2003 we acquired certain assets of General Cosmetics
Corporation, a Delaware corporation based in Munich, Germany. The acquisition
was made by issuing to General Cosmetics Corporation 6,750,000 shares of our
Class A Common Stock, subject to adjustment based on the terms of the March 31,
2003 definitive agreement. The assets we acquired included a patented essential
oil bioscience product family that has been developed for pain relief, menstrual
cramps, cold sores and other ailments. We intend to introduce these products to
the market over time. We are currently marketing and selling the pain relief
formulation called "024 Pain Relief" in both Canada and the United States. O24
pain relief complies with FDA regulations and can be sold in the United States
pursuant to an FDA monograph. We have not yet determined when the remaining
products will be introduced. The combined U.S. over-the-counter and prescription
market for pain relief products is estimated to be $12 billion in 2003.

      In June 2003 we entered into a transaction with Doctor's Natural Solutions
Inc., based in Clearwater, Florida, for the purpose of acquiring Ayala, a
bioscience product that may have the potential to be used to assist in weight
loss. As part of this transaction, we provided a secured loan of $30,000 to
Doctor's Natural Solutions Inc. to continue clinical testing of Ayala. This loan
was due to be repaid in September 2003, but has not been repaid to date. Due to

                                       12
<PAGE>

the emergence of issues that were not contemplated in our original negotiations,
we have decided that it is not in our best interests to continue with this
acquisition. We are pursuing several options to either consummate a distribution
agreement for Ayala and/or collect the $30,000 secured loan. As a consequence of
this uncertainty we have written of this $30,000 receivable in the fourth
quarter of 2003.

      We will continue to look for quality bioscience and natural health
products to license and/or acquire. We plan to sell our products through
multiple distribution channels including, retail outlets, via the Internet, via
direct response (e.g. infomercials), and via healthcare professionals.

      In 2004 we have expanded the distribution of O24 pain relief into major
retail outlets in Canada and plan to enter major retail outlets in the United
States later in 2004.

      We currently have eight individuals who render services to us for our
day-to-day operations.

YEAR ENDED DECEMBER 31, 2003

      Swiss Medica began generating revenues in the third quarter of 2003,
totaling $104,091 for the third and fourth quarters. Prior to June 2003, we had
no active operations. Thus any comparisons of results of operations and
financial position compared with the year ended December 31, 2002 and the
financial position as at December 31, 2002 are not relevant.

The following is a summary of financial information for the year ended December
31, 2003:

      Net Sales:                                $104,091
      Cost of Sales:                            $16,991
                                                -------

      Gross Profit:                             $87,100
      Gross Profit as % of Sales:                83.7%

      Operating expenses:
         Research & Development expenses:       $3,725,826
         Selling General & Administrative
          expenses:                             $10,220,367
          Depreciation and amortization:        $122,157

      Total operating expenses:                 $14,068,350

      Loss from operations:                     $13,981,250

      Interest expense:                         $7,250

      Net loss:                                 $13,988,500

      Loss per Common Share:                    $0.88



      SALES

                                       13
<PAGE>

      Our revenues from operations for the year ended December 31, 2003 were
$104,091, and were generated predominately from a sale to a large Canadian
pharmacy distributor totaling $118,784. We allowed a provision of approximately
$18,000 to cover discounts, commissions and cooperative advertising costs.


      COST OF SALES AND GROSS PROFIT

      Our 2003 cost of sales are $16,991, generating a percentage margin on
sales of 83.7%. Our gross profit percentage is higher than we anticipate for
2004 as our 2003 cost of sales were lower than expected due to below market
priced inventory that was acquired from General Cosmetics Corporation. We
anticipate 2004 gross profit percentages to be between 50% and 60%, depending on
the distribution mix of our revenue and related discounts and cooperative
advertising costs. In addition the raw materials used in the product are all
commodities and prices may vary.

      RESEARCH AND DEVELOPMENT

      In connection with the acquisition of the bioscience intangible assets
acquired from General Cosmetics Corporation we acquired $3,724,125 of research
and development assets which were written off during the year ended December 31,
2003 and are included in the accompanying statement of losses as research and
development expenditures. An additional $1,701 was expended on R & D during the
year ending December 31, 2003.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      A summary of our Selling, General and Administrative costs is as follows:

      Stock based compensation to Directors, Officers, Consultants &
Professional Advisors totaled $9,689,371. Stock warrants issued in exchange for
services totaled $44,060. Stock based compensation was granted to recruit and
compensate executives, directors, legal advisors, marketing, business and
development advisors.

      Cash based compensation was paid to our staff of eight full-time employes,
consulting fees for outside directors, legal advisors and marketing consultants.
Certain executives currently have not received cash based compensation since
September 2003 but have been compensated exclusively with stock based
compensation.

      Other selling, general and administrative costs include rent and other
office expenses relating to two offices in Toronto and Vancouver, and travel
expenses.

      DEPRECIATION & AMORTIZATION

      Depreciation & Amortization expenses of $122,157 were incurred during the
year ending December 31, 2003 to amortize the tangible and intangible assets
acquired from the General Cosmetics Corporation acquisition.

      INTEREST EXPENSE

      Interest expenses of $7,250 were incurred during the year ending December
31, 2003 and relate to interest accrued for advances from unrelated parties.
These advances were fully repaid February 20, 2004.

                                       14
<PAGE>

      OTHER INCOME (EXPENSE)

      In 2002, we recorded income of $4,325 in connection with the forgiveness
of previously accrued interest expense to certain noteholders.


LIQUIDITY AND CAPITAL RESOURCES

      As of December 31, 2003, we had a working capital deficit of $ 115,359. As
a result of our operating losses in 2003, we generated a cash flow deficit of
$578,090 from operating activities. We used no cash flows in connection with
investing activities in 2003. We met our cash requirements in 2003 through the
private placement of $433,447 of common stock, and advances of $146,016 from
Company shareholders, officers and other third parties.

      In the first quarter of 2004 we completed private offerings of securities
totaling $390,499 to fund our operations and to repay $117,014 of our
shareholders loans.

      We will continue to fund our operations through additional sales of our
securities and/or through shareholder loans. We are currently seeking equity
financing in order to provide the necessary working capital in order to fund our
operations. We are in negotiations for an equity financing of up to $2.5
million. There is no guarantee that we will be successful in completing this
contemplated financing. Nor can we assure you that we will be successful in
obtaining any additional financing should it be required. If we cannot secure
additional financing when needed, we may be required to cease operations.

      By adjusting its operations and development to the level of
capitalization, management belives it has sufficient capital resources to meet
projected cash flow deficits through the next twelve months. However, if
thereafter, we are not successful in generating sufficient liquidity from
operations or in raising sufficient capital resources, on terms acceptable to
us, this could have a material adverse effect on our business, results of
operations liquidity and financial condition.

      In May 2003 we acquired patented bioscience products and related
intangible assets from General Cosmetics Corporation. In consideration for the
acquisition of these intangible assets, we issued a total of 6,750,000 shares of
restricted Common Stock. The stock that was issued in this transaction was
valued at 85 percent of its average closing price ten days prior to and after
May 21, 2003. In accordance with Accounting Principles Board No. 29, Accounting
for Non Monetary Transactions, the cost of the intangible assets acquired is the
fair value of the Company's common stock issued of $4,532,625.

      The cost to acquire the intangible assets has been allocated to the assets
acquired according to estimated fair values.

      Our independent certified public accountants have stated in their report,
which is included with our audited financial statements in the Form 10-KSB for
the period ended December 31, 2003, that we have incurred operating losses in
the last two years and that we are dependent on management's ability to raise

                                       15
<PAGE>

capital and develop profitable operations. These factors, among others, may
raise substantial doubt about our ability to continue as a going concern.

New Accounting Pronouncements

      In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

      In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

      In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS
150 establishes standards on the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. The
provisions of SFAS 150 are effective for financial instruments entered into or
modified after May 31, 2003 and to all other instruments that exist as of the
beginning of the first interim financial reporting period beginning after June
15, 2003. The adoption of SFAS 150 will not have a material impact on the
Company's results of operations or financial position.

      In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS'
DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF
FASB STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions. The effect

                                       16
<PAGE>

of inflation on our revenue and operating results was not significant. Our
operations are located in North America and there are no seasonal aspects that
would have a material effect on our financial condition or results of
operations.


FACTORS AFFECTING BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION

      An investment in us involves a high degree of risk and should be
undertaken only by persons whose financial resources are sufficient to enable
them to assume such risk and to bear the total loss of their investment. This
section sets forth a brief summary of some of the principal risk factors. If the
Company is unable to address and deal with one or more of the risks described
below or any other risks which it may face, then its business, operating results
and financial condition could be materially adversely affected, and you could
lose all or part of your investment. For these reasons, prospective investors
should carefully consider the risks described below as well as any other
possible risks that could be important.

WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING HISTORY.

      We have been engaged in our current business for less than one year.
Accordingly, we have a limited operating history and our operations are subject
to all the risks inherent in a business enterprise with such a limited operating
history, including limited capital, possible delays in the development and
implementation of our business plan, uncertain markets, and the absence of an
operating history. The likelihood that we will succeed must be considered in
light of the problems, expenses, and delays frequently encountered in connection
with the development of new businesses, as well as many other factors. There is
no assurance that we will be able to develop successfully the business we are
pursuing. We cannot be certain that our business will be successful or that we
will generate significant revenues.

WE HAVE CAPITAL REQUIREMENTS AND WE WILL HAVE THE NEED FOR ADDITIONAL CAPITAL IN
THE FUTURE.

      We have been dependent primarily on private placements of our equity
securities and shareholder loans to fund our operations. In the near term, we
intend to focus on increasing our marketing efforts for our existing products.
There can be no assurance that any such funding will be available to us when
needed, on commercially reasonable terms, or at all. If we are unable to obtain
additional financing if needed, we will likely be required to curtail our
marketing and operating plans and possibly cease our operations. In addition,
any additional equity financing may involve substantial dilution to our
then-existing stockholders.

      Our independent accountants have included an explanatory paragraph in our
financial statements included in our public filings, which are incorporated by
reference into this prospectus, stating that we have incurred operating losses
in the last two years and that we are dependent on our management's ability to
develop profitable operations, and that these factors, among others, may raise
substantial doubt about our ability to continue as a going concern.

WE ARE SUBJECT TO GOVERNMENT REGULATIONS WHICH MAY HINDER OUR GROWTH.

      In the United States, governmental agencies and extensive federal
regulations regulate the manufacture, packaging, labeling, advertising,
promotion, distribution and sale of our products. The Food and Drug
Administration (FDA) regulates the safety and effectiveness of our products and
the Federal Trade Commission (FTC) regulates how we advertise and market our
products. O24 and any other products we may manufacture or sell in the future
are also subject to regulation by, among other regulatory entities, the Consumer
Product Safety Commission, the U.S. Department of Agriculture, and the

                                       17
<PAGE>

Environmental Protection Agency. The laws, regulations and enforcement policies
governing our products are relatively new and are still evolving, and we cannot
predict what enforcement positions the FDA or other governmental agencies may
take with respect to our products.

      There are similar regulatory bodies and regulations in Canada, and other
countries in which we may decide to market, sell and distribute our products. We
cannot be certain that we comply or will comply with all laws and regulations in
this area. Enforcement actions by any of these regulatory agencies can result in
civil and criminal penalties, an injunction to stop or modify certain selling
methods, seizure of products, adverse publicity or voluntary recalls and
labeling changes. If any governmental agency were to undertake an enforcement
action against us, this could cause an immediate decrease in our revenues, cause
us to incur significant additional expenses and result in a decrease in our
stock price.

WE MAY NEVER BECOME PROFITABLE.

      We have incurred net operating losses in each fiscal quarter since we have
been in business. We expect to continue to experience losses until the time, if
ever, when we are able to sell products sufficient to generate revenues adequate
to support our operations.

WE MAY NOT BE SUCCESSFUL IN ACQUIRING OR LICENSING NEW PRODUCTS.

      We are currently seeking to license or acquire new products or companies
with bioscience products, manufacturing or distribution capabilities consistent
with our commercial objectives. There can be no assurance that we will be able
to acquire such products. We may not be able to find and acquire additional
bioscience products with demonstrative competitive advantages. We presently do
not have the capital to make acquisitions. Accordingly, in the near term, any
such acquisitions would most likely require that we issue stock in our company
to effect acquisitions which would result in dilution to our shareholders.

WE HAVE RISKS ASSOCIATED WITH OUR DEPENDENCE ON THIRD PARTY MANUFACTURING.

      We depend upon third parties to manufacture our products. The inability of
a manufacturer to ship orders of our products in a timely manner, including as a
result of local financial market disruption which could impair the ability of
such manufacturers to finance their operations, or to meet quality standards,
could cause us to miss the delivery date requirements of our customers for those
items, which could result in cancellation of orders, refusal to accept
deliveries or a reduction in purchase prices, any of which could have a material
adverse effect on our financial condition and results of operations. We have no
long-term formal arrangements with any of our third party manufacturers.
Although we believe we could replace such manufacturers if necessary, without a
material adverse effect on us, there can be no assurance that such manufacturers
could be replaced in a timely manner, and the loss of such manufacturers could
have a material adverse effect on our business, financial condition and results
of operations.

THERE IS NO CERTAINTY AS TO THE POTENTIAL MARKET FOR OUR PRODUCTS.

      We have not undertaken an independent analysis or survey of the market for
our products. We believe that consumers are willing to expend large sums for the
purchase of bioscience and herbal health products; however, there can be no
assurance that our products and services have the commercial potential to
succeed in these target markets.

WE ARE DEPENDENT ON OUR TRADEMARKS AND PATENTS.

                                       18
<PAGE>

      The market for certain of our products will be, in part, dependent upon
the goodwill engendered by our trademarks and trade names. Trademark protection
is therefore material to a portion of our business. The failure to obtain
trademark protection, or illegal use of any trademarks we may obtain, may have
an adverse effect on our business, financial condition and operating results.

      The Company owns United States Patent Number 6,444,238 (issued September
3, 2002) which covers our O24 product, however, there is no assurance we will be
able to obtain patent protection for any derivative uses of O24, or for any
other products we may later acquire or develop. We also cannot assure that we
will be able to obtain foreign patents to protect our products.

      The failure to protect our patent, trademarks and trade names, may have a
material adverse effect on our business, financial condition and operating
results. Litigation may be required to enforce our intellectual property rights,
protect our trade secrets or determine the validity and scope of proprietary
rights of others. Any action we take to protect our intellectual property rights
could be costly and could absorb significant management time and attention. In
addition, as a result of any such litigation, we could lose any proprietary
rights we have. If any of the foregoing occurs, we may be unable to execute on
our business plan and you could lose your investment.

OUR EXECUTIVE OFFICERS AND DIRECTORS CONTROL A LARGE PERCENTAGE OF OUR COMMON
STOCK, WHICH ALLOW THEM TO CONTROL MATTERS SUBMITTED TO STOCKHOLDERS FOR
APPROVAL.

      Our executive officers and directors (and their affiliates), in the
aggregate, own approximately 30% of our outstanding common stock, and a
substantial majority of our outstanding voting stock. There is currently an
aggregate of 38,678,725 shares of Class A and Class B Common Stock outstanding.
The holders of the Class A and Class B Common Stock vote together on all matters
submitted to a shareholder vote. Raghunath Kilambi, our Chief Executive Officer,
Chief Financial Officer and a director, owns 1,784,451 shares of our Class A
Common Stock, and 2,000,000 shares of our Class B Common Stock which constitute
all outstanding shares of our Class B Common Stock. Each share of Class B Common
Stock is entitled to fifty votes of Class A Common Stock. Therefore, Mr. Kilambi
has the ability to decide the outcome of matters submitted to our stockholders
for approval (including the election and removal of directors and any merger,
consolidation or sale of all or substantially all of our assets) and to control
our management and affairs. Accordingly, such concentration of ownership may
have the effect of delaying, deferring or preventing a change in control, impede
a merger, consolidation, takeover or other business combination or discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain
control, which in turn could have an adverse effect on the market price of our
common stock.

WE NEED TO BUILD OUT OUR SALES AND MARKETING ORGANIZATION.

      We are and shall continue marketing our existing products and future
products that we may license or acquire either through the utilization of
contract sales representatives and brokers, the establishment of our own sales
force, strategic alliances and various other methods. We are in the early stages
of developing such sales and marketing channels, and further development of
those channels will require an investment of substantial amounts of capital
which we currently do not possess and which we may never be able to access.
Accordingly, despite our plans, we may be unable to substantially develop our
own marketing channels.

WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS FOR OUR PRODUCTS.

      Customers may sue us if any of our products sold to them injure the user.
Liability claims could require us to spend significant time and money in
litigation and pay significant damages. As a result, any of these claims,

                                       19
<PAGE>

whether or not valid or successfully prosecuted, could have a substantial,
adverse effect on our business and financial results. In addition, we currently
have product liability insurance, however, the amount of damages awarded against
us in such a lawsuit may exceed the policy limits.

WE DEPEND ON KEY PERSONNEL AND WILL REQUIRE ADDITIONAL SKILLED EMPLOYEES TO
EXECUTE OUR GROWTH PLANS.

      Our potential for success depends significantly on our executive officers,
including, Raghunath Kilambi, our Chief Executive Officer and Chief Financial
Officer, Grant Johnson, our President, and Greg Nuttall, our Executive Vice
President, Strategy & Business Development. We do not carry key-man life
insurance on any executive. Given the early stage of our development and our
plans for rapid expansion, the loss of the services of any executive or the
services of any other key employees we may hire in the future would have a
substantial, adverse effect on our business. We believe that our future success
will depend in large part on our ability to attract and retain highly skilled
sales, marketing and management personnel. If we are unable to hire the
necessary personnel, the development of our business would likely be delayed or
prevented. Competition for these highly skilled employees is intense. As a
result, we cannot assure you that we will be successful in retaining our key
personnel or in attracting and retaining the personnel we require for expansion.

WE FACE SIGNIFICANT COMPETITION.

      The market for health-related retail goods and services is characterized
by intense competition. We believe that the principal competitive factors for
companies in the industries in which we compete are:

      o     functionality;
      o     quality of merchandise;
      o     discounts and rewards;
      o     brand recognition;
      o     customer loyalty; and
      o     price.

      Nearly all of our existing and potential competitors have longer operating
histories, greater experience, greater name recognition, larger customer bases
and significantly greater financial, technical and marketing resources than we
do. Because of their greater resources, our competitors are able to undertake
more extensive marketing campaigns for their brands and services, and make more
attractive offers to potential employees, retail affiliates, and others. We
cannot assure you that we will be able to compete successfully against our
current or future competitors or that our business and financial results will
not suffer from competition.

THE MARKET PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED IF TOO MUCH OF IT
IS SOLD AT ONCE.

      Sales of substantial amounts of our common stock in the public market
could adversely affect the market price of the common stock. Such sales also
might make it more difficult for us to sell equity or equity-related securities
in the future at a time and price that we deem appropriate.

      In addition, we often compensate consultants who provide services to the
Company through the issuance to them of shares of publicly traded Class A Common
Stock and other securities. The shares of Class A Common Stock are often
registered under a Form S-8 Registration Statement that we filed with the SEC
which allows the consultants to immediately sell such shares on the open market.
The sale of those shares will likely adversely affect the market price of the
Class A Common Stock.

                                       20
<PAGE>

OUR STOCK IS QUOTED ON THE OTC BULLETIN BOARD AND COULD BE SUBJECT TO EXTREME
VOLATILITY.

      Our common stock is currently quoted under the symbol "SWME" on the OTC
Bulletin Board, which is often characterized by low trading volume. A large
volume of stock being sold into the market at any one time could cause the stock
to rapidly decline in price. In addition, we must comply with ongoing
eligibility rules to ensure our common stock is not removed from the OTC
Bulletin Board, which would materially adverse affect the liquidity and
volatility of our common stock.

APPLICABILITY OF "PENNY STOCK RULES" TO BROKER-DEALER SALES OF OUR COMMON STOCK
COULD HAVE A NEGATIVE EFFECT ON THE LIQUIDITY AND MARKET PRICE OF OUR COMMON
STOCK.

      Our common stock is subject to the "penny stock rules" adopted pursuant to
Rule 15g-9 of the Securities and Exchange Act of 1934, as amended, which apply
to non-NASDAQ companies whose common stock trades at less than $5.00 per share
or which have a tangible net worth of less than $5,000,000 - or $2,000,000 if
they have been operating for three or more years. The penny stock rules impose
additional sales practice requirements on broker-dealers which sell such
securities to persons other than established customers and institutional
accredited investors. For transactions covered by this rule, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
Consequently, the penny stock rules affect the ability of broker-dealers to sell
shares of our common stock and may affect the ability of stockholders to sell
their shares in the secondary market if such a market should ever develop, as
compliance with such rules may delay and/or preclude certain trading
transactions. The penny stock rules could have a material adverse effect on the
liquidity and/or market price of our common stock.

WE MAY RAISE ADDITIONAL CAPITAL THROUGH A SECURITIES OFFERING THAT COULD DILUTE
YOUR OWNERSHIP INTEREST.

      We require substantial working capital to fund our business. If we raise
additional funds through the issuance of equity, equity-related or convertible
debt securities, these securities may have rights, preferences or privileges
senior to those of the holders of our common stock. The issuance of additional
common stock or securities convertible into common stock by our management will
also have the effect of further diluting the proportionate equity interest and
voting power of holders of our common stock.

      In addition, under our Certificate of Incorporation, the Board is
authorized to issue, without obtaining shareholder approval, shares of preferred
stock having the rights, privileges and designates as determined by the Board.
Therefore, the Board could issue shares of preferred stock that would have
preferential liquidation, distribution, voting, dividend or other rights.

WE HAVE NOT PAID CASH DIVIDENDS AND IT IS UNLIKELY THAT WE WILL PAY CASH
DIVIDENDS IN THE FORESEEABLE FUTURE.

      We plan to use all of our earnings, to the extent we have earnings, to
fund our operations. We do not plan to pay any cash dividends in the foreseeable
future. We cannot guarantee that we will, at any time, generate sufficient
surplus cash that would be available for distribution as a dividend to the
holders of our common stock. You should not expect to receive cash dividends on
our common stock.

ITEM 7.  FINANCIAL STATEMENTS

      The financial statements, together with the independent auditors' report
thereon, appear beginning on page F-1 of this report.

                                       21
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

      None.

ITEM 8A. CONTROLS AND PROCEDURES

      We carried out an evaluation, under the supervision and with the
participation of our management, including our President and Chief Executive
Officer (who is also our Chief Financial Officer) of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the period covered by this report. The evaluation was undertaken in consultation
with our accounting personnel. Based on that evaluation, the President and Chief
Executive Officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms.

      There were no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation.

                                    PART III

ITEM  9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

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

         NAME                AGE                         TITLE

-----------------------  ------------  -----------------------------------------
Raghunath Kilambi            38        Chief Executive Officer, Chief Financial
                                       Officer and Director
Greg Nuttall                 38        Executive Vice President, Strategy &
                                       Business Development and Director
Grant Johnson                44        President, Chief Operating Officer and
                                       Director
Karen Wylie                  40        Secretary and Director of Corporate
                                       Operations
Ronald Springer              51        Director
Azim Fancy                   62        Director
Bryson Farrill               73        Director


      There are no family relationships among any of the directors or officers
of the Company.

BUSINESS EXPERIENCE

      RAGHUNATH KILAMBI has served and is currently serving as our Chief
Executive Officer, Chief Financial Officer and a Director since May 2003. In
addition, Mr. Kilambi also currently acts as a general partner of Rubicon
Investment Group, a Canada-based merchant banking firm. Prior to his working at
Swiss Medica, he previously co-founded FutureLink Corp., a leading application
service provider from 1998 to 2000. Before Swiss Medica, he was a principal at

                                       22
<PAGE>

New Economy Capital from 1993 to 1998 and worked at Canada Starch Company from
1990 to 1993, Morgan Financial Corporation, and Touche Ross & Co. Mr. Kilambi is
a Chartered Accountant and holds a Bachelor of Commerce and a Graduate Diploma
in Public Accounting from McGill University, in Montreal.

      GREG NUTTALL has been our Vice-Chairman and Executive Vice-President,
Strategy & Business Development and a Director since July 2003. Mr. Nuttall has
also acted as a General Partner at Rubicon Investment Group, a merchant banking
firm, since December 2000. Prior to co-founding Rubicon, he co-founded Cultural
Research Inc., a leading change management consulting firm where he worked from
1994 to December 2000. Earlier in his career Mr. Nuttall worked as a lawyer in
the International Capital Markets department at Clifford Chance in London and
practised corporate law at Tory Tory DesLauriers & Binnington in Toronto. Mr.
Nuttall received a Master of International Laws degree from Cambridge
University, a Bachelor of Laws degree from Osgoode Hall Law School, and a B.A.
from the University of Manitoba.

      GRANT JOHNSON has served as our President, Chief Operating Officer and
Director since April 2003. From November 2001 until December 2002, before
joining Swiss Medica, Mr. Johnson was an outside consultant and senior advisor
to Scarab Systems Inc. From April 1999 until March 2002, Mr. Johnson was CEO of
HLNT Networks International, a company that designed, built and maintained
health Web sites. From September 1996 to February 1999 Mr. Johnson was the VP of
Corporate Development at Starnet Communications, a software company which built
and designed online gaming systems for clients. Mr. Johnson received a
bachelor's degree in Economics from University of Western Ontario in 1983.

      KAREN WYLIE has acted as our as Corporate Secretary and Director of
Corporate Operations since July 2003. Ms. Wylie has over 20 years of experience
in executive support, administration, treasury and investment banking
transaction execution in the oil and gas, financial services and technology
sectors. Ms. Wylie has partnered with senior level executives, lawyers, and
investment bankers structuring, administering and closing complex corporate
finance and acquisition transactions. Ms. Wylie has assisted in raising over
$300 million in financings. Ms. Wylie was Director of Corporate Operations at
Rubicon Investment Group Inc. since January 2001, and prior to that, the
Executive Assistant to Mr. Kilambi at FutureLink from 1998 until joining Rubicon
Investment Group Inc. in 2000.

      RONALD SPRINGER serves as a Director. Mr. Springer has been the President
and CEO of General Cosmetics Corporation since 1993. Prior to building General
Cosmetics, he founded several other companies, including Heaven from Earth
Corp., Ceo-Capital Corp, Global Capital Security Inc., Limardo Productions, ISB
Overseas GmbH and Doitsu Shinpo. He also held positions at Esarco LTD. and
Hynolds Ltd.

      AZIM FANCY serves as a Director. Mr. Fancy is President and owner of real
estate developer, Daulat Investments Limited since 1985. Prior to this, Mr.
Fancy has held a variety of senior level positions, including Chairman and
Owner, International Trading and Sales, Inc. (1977-1985), Chairman and Owner,
Pan Atlantic Paper Inc. (1977-1985), and previously President, Orient Pacific
Agencies Ltd., an arm of Gulf Group of Companies of London, England.

      BRYSON FARRILL serves as Chairman and Director of Swiss Medica Inc. Mr.
Farrill has been a Financial Consultant for the past five years most recently
acting as a Senior Partner of Belgravia Financial, a European real estate
investment company based in London, England. Previously, he was a Member of the
New York Stock Exchange and held various senior and executive-level positions at
McLeod Young Weir and Mcleod Young Weir International (now Scotia McLeod). Mr.
Farrill currently serves on the boards of directors of several leading

                                       23
<PAGE>

companies, including Caregain Inc., Power Technology, Inc, Devine Entertainment
and Crowflight Minerals Inc.

      No individual on our Board of Directors possesses all of the attributes of
an audit committee financial expert and no one on our Board of Directors is
deemed to be an audit committee financial expert. In forming our Board of
Directors, we sought out individuals who would be able to guide our operations
based on their business experience, both past and present, or their education.
Our business model is not complex and our accounting issues are straightforward.
Responsibility for our operations is centralized within management, which is
comprised of four people. We rely on the assistance of others, such as our
accountant, to help us with the preparation of our financial information. We
recognize that having a person who possesses all of the attributes of an audit
committee financial expert would be a valuable addition to our Board of
Directors, however, we are not, at this time, able to compensate such a person
therefore, we may find it difficult to attract such a candidate.

DIRECTOR COMPENSATION

      Three of our Directors are also employees. Our remaining three directors
each receive $9,000 per quarter, paid in shares of Class A Common Stock, plus
any related expenses incurred.

TERM OF OFFICE

      The directors named above will serve until the next annual meeting of our
shareholders. In absence of an employment agreement, officers hold their
positions at the pleasure of the Board of Directors.

CODE OF ETHICS

      On March 29, 2004 our Board of Directors adopted a Code of Business
Conduct and Ethics that applies to all of our officers, directors and employees.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

      Section 16(a) of the Securities Exchange Act requires our directors,
executive officers and persons who own more than 10% of our common stock to file
reports of ownership and changes in ownership of our common stock with the
Securities and Exchange Commission. Directors, executive officers and persons
who own more than 10% of our common stock are required by Securities and
Exchange Commission regulations to furnish to us copies of all Section 16(a)
forms they file.

      To our knowledge, based solely upon review of the copies of such reports
received or written representations from the reporting persons, we believe that
during our 2003 fiscal year our directors, executive officers and persons who
own more than 10% of our common stock complied with all Section 16(a) filing
requirements with the exception of the following: none of the current officers
and directors have filed a Form 3 yet. Bryson Farrill did not make a Form 4 to
report a stock grant of 98,000 Class A Common Shares at $0.32 per share on
October 18, 2003. Greg Nuttall has yet to file a Form 4 to report the
acquisition of 91,088 Class A Common Shares at $0.17 per share on December 8,
2003. Ronald Springer did not file a Form 4 regarding the receipt of 36,000 and
50,000 Class A Common Shares at $0.32 and $0.30 per share respectively, on
October 28 and 29, 2003, respectively. Raghunath Kilambi has not yet filed a
Form 4 regarding the acquisition of 77,074 Class A Common Shares on December 8,
2003 at $0.20 per share. Grant Johnson did not file a Form 4 to report an
acquisition of 11,870 Class A Common Shares on December 22, 2003.

                                       24
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

      During the 2003 fiscal year, Mr. Raghunath Kilambi, our Chief Executive
Officer and Chief Financial Officer; Gregory Nuttall, our Executive Vice
President, Strategy & Business Development; and Mr. Grant Johnson, our President
and Chief Operating Officer, were the only executive officers receiving
compensation of at least $100,000 per year. Mr. Robert Kubbernus served as our
Chief Executive Officer until May 21, 2003 when he resigned and Mr. Kilambi was
appointed at such position.

The following table sets forth information as to the compensation paid or
accrued to Mr. Kilambi, Mr. Nuttall and Mr. Johnson:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                  ANNUAL COMPENSATION           LONG TERM COMPENSATION
                               ----------------------------------------------------------------
                                                               AWARDS            PAYOUTS
                                                      -----------------------------------------


                                              Other    Restricted  Securities           All
                                              Annual     Stock     Underlying          Other
Name and                        Salary  Bonus Compen-    Awards    Options/     LTIP   Compens
Principal                                     sation                 SARs      Payout  sation
Position                  Year    ($)                                            ($)     ($)
                                         ($)    ($)                  ($)
-----------------------------------------------------------------------------------------------
<S>                       <C>   <C>       <C> <C>           <C>       <C>         <C>     <C>
Raghunath Kilambi,        2003  $51,233   0   $1,000,000*   0         --          0       0
Chief Executive Officer,
Chief Financial Officer
and Director
-----------------------------------------------------------------------------------------------
Grant Johnson,            2003  $47,289   0   $400,000*     0         --          0       0
President,
Chief Operating
Officer and
Director

-----------------------------------------------------------------------------------------------
Gregory Nuttall,          2003  $50,156   0   $800,000*     0         --          0       0
Executive Vice
President, Strategy &
Business Development
and Director
Nuttall,
Robert Kubbernus          2003    $0      0      0          0         --          0       0
Chief Executive
Officer**


-----------------------------------------------------------------------------------------------
</TABLE>

* Includes stock awards as signing bonuses of 1,250,000 Common A Shares issued
to Mr. Kilambi; 500,000 Common A Shares issued to Mr. Johnson; and 1,000,000
Common A Shares issued to Mr. Nuttall, all of which were issued with a fair
market value of $0.80 per share.

                                       25
<PAGE>

** Mr. Kubbernus served as our Chief Executive Officer from January 1, 2003
until his resignation on May 21, 2003.

      We do not have a long term incentive plan or arrangement of compensation
with any individual in the group of officers and directors.

EMPLOYMENT AGREEMENTS

      Our Board of Directors is currently considering an employment agreement
for Mr. Raghunath Kilambi. As of January 1, 2004, we have paid Mr. Kilambi the
salary required under the employment agreement, even though the Board of
Directors has not yet approved the agreement.





             EQUITY COMPENSATION AND CONSULTANT PLAN INFORMATION
                            as of December 31, 2003


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                       Number of           Weighted average    Number of
                       securities to be    exercise price of   securities
                       issued upon         outstanding         remaining
                       exercise of         options warrants    available for
                       outstanding         and rights          future issuance
                       options, warrants                       under the equity
Plan Category          and rights                              compensation plan
--------------------------------------------------------------------------------

Equity compensation           0                   0                   0
Plans approved by
security holders

--------------------------------------------------------------------------------

Equity compensation      208,675(1)             $3.69           6,815,394(2)
plans not approved
by security holders

--------------------------------------------------------------------------------

(1) Includes warrants granted to consultants in exchange for services rendered.

(2) Equity securities may be issued under the Company's 2003 Equity Incentive
Plan or the 2003 Consultant Stock Plan. Pursuant to the terms of the 2003 Equity
Incentive Plan, awards may be granted for options (both incentive stock options
and non-qualified stock options) and for restricted stock and stock bonuses.
Under the 2003 Consultant Stock Plan, awards may be granted to consultants in
vested or unvested stock. As of December 31, 2003, there were an aggregate of
6,815,394 Common A Shares reserved for issuance under both plans.


2003 EQUITY INCENTIVE PLAN

                                       26
<PAGE>

      Our Board of Directors has approved the Swiss Medica, Inc. 2003 Equity
Incentive Plan which permits us to grant, for a ten year period, stock awards,
stock bonuses and stock options. We had originally reserved 4,500,000 shares of
our Class A common stock for issuance to our directors, employees and
consultants under the Plan. The Plan is administered by the Board of Directors.
As the administrator of the Plan, the Board of Directors has the authority and
discretion, subject to the provisions of the Plan, to select persons to whom
stock awards, bonuses or options will be granted, to designate the number of
shares to be covered by each option or stock award, to specify the type of
consideration to be paid, and to establish all other terms and conditions of
each option or stock award. Options granted under the Plan will not have a term
that exceeds ten years from date of grant. As of December 31, 2003, we granted
stock awards and bonuses equal to 168,162 shares of our Class A common stock
under the Plan.

2003 CONSULTANT STOCK PLAN

      Our Board of Directors has also approved the 2003 Consultant Stock Plan
which permits us to grant, for a ten year period, stock issuances subject to
vesting provisions, or "unvested stock" or stock awards without such
restrictions. We had originally reserved 6,000,000 shares of our Class A common
stock for issuance to consultants under the Consultant Plan. The Consultant Plan
is administered by the Board of Directors. As the administrator of the
Consultant Plan, the Board of Directors has the authority and discretion,
subject to the provisions of the Consultant Plan, to select persons to whom
stock awards or unvested stock will be granted, to designate the number of
shares to be covered by each stock issuance, to specify the type of
consideration to be paid, and to establish all other terms and conditions of
each stock issuance. As of December 31, 2003, we granted stock awards (all
vested) equal to 3,516,444 shares of our Class A common stock under the
Consultant Plan.

      No stock options were granted or exercised during the last completed
fiscal year by each of the executive officers and our directors. Stock awards
under the Plans were issued to Mr. Kilambi, Mr. Nuttall, and Mr. Springer in
2003.

                                       27
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

      The following table sets forth certain information as of March 26, 2004
with respect to the beneficial ownership of the Company's Common Stock prior to
this Offering, by (i) each person who beneficially owns more than 5% of our
voting securities; (ii) each Director; (iii) each Executive Officer and (iv) all
directors and executive officers as a group. Unless otherwise indicated, all
persons named as beneficial owners of our voting securities, have sole voting
and sole investment power with respect to the shares indicated as beneficially
owned, and beneficial ownership includes shares issuable upon conversion of
shares of Series Common Stock. As of March 26, 2004, the Company's issued and
outstanding capital stock consisted of 38,678,725 shares of Common Stock,
including 36,678,725 shares of Class A Common Stock and 2,000,000 shares of
Class B Common Stock.



<TABLE>
<CAPTION>
                                                                          PERCENT OF SHARES OF
                                TOTAL OUTSTANDING    TOTAL OUTSTANDING    CLASS A AND CLASS B
                                 CLASS A COMMON       CLASS B COMMON          COMMON STOCK
NAME AND ADDRESS               STOCK BENEFICIALLY   STOCK BENEFICIALLY        BENEFICIALLY
OF BENEFICIAL OWNER(1)(2)            OWNED                 OWNED                 OWNED

<S>                                 <C>                    <C>                   <C>
PLATINUM PARTNERS GLOBAL
MACRO FUND, L.P. 152 West
57th St. 54th Floor, New
York, NY, 10019 (3)                 2,500,000              ----                  6.8%

ROBERT KUBBERNUS, (FORMER
C.E.O; GLOBAL PATH
Inc.)(3)(4)                         3,000,000              ----                  7.8%

RAGHUNATH KILAMBI Chief
Executive Officer, Chief
Financial Officer and
Director (5)                        1,784,451            2,000,000               9.8%

GRANT JOHNSON, President,
Chief Operating Officer and
Director                              511,870              ----                  1.3%

GREG NUTTALL, Executive Vice
President, Strategy and
Development                         1,534,451              ----                  4.0%

KAREN WYLIE, Secretary and
Director of Corporate
Operations                             70,000              ----                  *

AZIM FANCY, Director                  345,000              ----                  *

BRYSON FARRILL, Chairman              393,000              ----                  1.0%

RONALD SPRINGER, Director (6)       6,881,000              ----                 17.8%




ALL DIRECTORS, OFFICERS AND
  5% STOCKHOLDERS AS A GROUP
  (9 PERSONS)                      17,019,772            2,000,000              49.1%

---------------------------------------------------------------------------------------------------------
</TABLE>

*     Less than 1%.

(1)   Unless otherwise indicated, the address of the persons named in this
      column is c/o Swiss Medica, Inc., 53 Yonge Street, 3rd Floor, Toronto,
      Ontario, Canada M5E 1JE.

                                       28
<PAGE>

(2)   Included in this calculation are shares deemed beneficially owned by
      virtue of the individual's right to acquire them within 60 days of the
      date of this report that would be required to be reported pursuant to Rule
      13d-3 of the Securities Exchange Act of 1934.
(3)   Five percent shareholder.
(4)   Includes 2,000,000 shares owned by corporations owned by Mr. Kubbernus,
      and 1,000,000 shares owned by Mr. Kubbernus directly.
(5)   Each Class B Share is entitled to vote as 50 shares of Class A Common
      Stock.
(6)   Includes 6,750,000 Class A Shares owned by General Cosmetics Corporation,
      a corporation controlled by Ronald Springer.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      For the year ended December 31, 2002, $4,325 was recorded as other income
      in connection with the forgiveness of accrued interest liabilities to a
      noteholder. In January 2003, a shareholder advanced additional $19,489 of
      fund to the Company for working capital purpose. No formal repayment terms
      or arrangements exist.

      In February 2003, a total of 2,000,000 shares of Class A common restricted
      stock and 2,000,000 shares of Class B common stock were issued to a
      shareholder in exchange for a total of $766,285 of previously incurred
      debt. All outstanding balances of due to shareholders were paid in full as
      of December 31, 2003.

                                       29
<PAGE>


ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.        Description of Exhibit
2.1                Agreement for Purchase and Sale of Stock between
                   Goldcrown Holdings Ltd. and Oxford Capital Group dated as of
                   January 10, 2000. (1)
2.2                Agreement for Purchase and Sale of Stock between Bodet
                   Ltd. and Oxford Capital Group dated as of January 10,
                   2000. (1)
2.3.               Acquisition  Agreement  between  Associated  Medical Devices,
                   Inc. and Euro American Business Group, Inc. dated July 1,
                   1999.(2)
2.4                Agreement and Plan of Merger of Yournet, Inc. with and
                   into Global Path Incorporated dated June 25, 2001.(3)
2.5                Asset Purchase Agreement dated as of March 31, 2003, by
                   and among Global  Path  Incorporated, Swiss Medica, Inc,
                   General Cosmetics Corporation, and the shareholder of
                   General Cosmetics named therein. (4)
3.1                Certificate of Incorporation, as amended.(3)
3.2                Bylaws of Swiss Medica, Inc (5)
4.1                Registration Rights Agreement by and among the Registrant
                   and Platinum Partners Global Macro Fund L.P. ("Platinum")
                   and Fennmore Holdings ("Fennmore") dated February 19, 2004
                   (5)
10.1               2003 Equity Incentive Plan (6)
10.2               2003 Consultant Stock Plan (7)
10.3               2002 Amended and Restated Stock Option, Stock Warrant and
                   Stock Award Plan (8)
10.4               2001 Employees Stock Incentive Plan (9)
10.5               2001 Director and Officer Stock Option and Stock Award
                   Plan (9)
10.6               Lease Agreement between Paul Miller and Swiss Medica, Inc.
                   for the premises at 53 Yonge Street, Third Floor Toronto,
                   Canada, M5E 1J3 dated as of July 1, 2003. (5)
10.7               Securities Purchase Agreement by and among the Registrant
                   and Platinum and Fennmore dated February 19, 2004 (5)
10.8               Form of Warrant. (5)
14.1               Code of Business Conduct and Ethics.(5)
23.1               Consent of Russell Bedford Stefanou Mirchandani, LLP.(5)
24.1               Power of Attorney (5)
31.1               Certification pursuant to Rule 13a-14(a) and 15d-14(a)(5).
32.1               Certification pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of
                   2002.(5)

(1)   Incorporated by reference to the registrant's Form 8-K filed March 28,
      2000
(2)   Incorporated by reference to the registrant's Form 10-KSB filed April 14,
      2000
(3)   Incorporated by reference to the registrant's Preliminary Proxy Statement
      filed June 26, 2001
(4)   Incorporated by reference to the registrant's Form 10-QSB filed on August
      20, 2003
(5)   Filed herewith
(6)   Incorporated by reference to the registrant's Form S-8 filed on November
      28, 2003.
(7)   Incorporated by reference to the registrant's Form S-8 filed on August 27,
      2003.
(8)   Incorporated by reference to the registrant's Amendment to Form S-8 filed
      on March 11,2002.
(9)   Incorporated by reference to the registrant's Form S-8 filed on November
      19, 2001.
(10)  Incorporated by reference to the registrant's Form S-8 filed on November
      19, 2001.

                                       30
<PAGE>

(b)   Reports on Form 8-K

      No current reports were filed during the fourth quarter of the 2003 fiscal
year.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


      The following table sets forth fees billed to us by our auditors during
the fiscal years ended December 31, 2003 and December 31, 2002 for: (i) services
rendered for the audit of our annual financial statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the performance of the audit or review of our financial statements
and that are not reported as Audit Fees, (iii) services rendered in connection
with tax compliance, tax advice and tax planning, and (iv) all other fees for
services rendered.

                               December 31, 2003              December 31, 2002
                               -----------------              -----------------

(i)     Audit Fees             $ 32,500                              $ 31,288
(ii)    Audit Related Fees     $    0                                $  3,175
(iii)   Tax Fees               $    0                                $    0
(iv)    All Other Fees         $    0                                $    0


      AUDIT FEES. Consists of fees billed for professional services rendered for
the audit of Swiss Medica. Inc.'s financial statements and review of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by Russell Bedford Stefanou Mirchandani LLP in
connection with statutory and regulatory filings or engagements.

      AUDIT-RELATED FEES. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of Swiss Medica, Inc. financial statements and are not reported under "Audit
Fees."

      TAX FEES. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. There were no tax services provided in
fiscal 2003 or 2002.

      ALL OTHER FEES. Consists of fees for products and services other than the
services reported above. There were no management consulting services provided
in fiscal 2003 or 2002.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

      The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to

                                       31
<PAGE>

date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.

                                       32
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 29th day of March 2004.

                                          SWISS MEDICA, INC.



                                          By: /s/ Raghunath Kilambi
                                              ----------------------------------
                                              Raghunath Kilambi,
                                              Chief Executive Officer
                                              and Chief  Financial  Officer and
                                              Director


                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ragnhunath Kilambi, jointly and
severally, his or her attorneys-in-fact, each with the power of substitution,
for him or her in any and all capacities, to sign any amendments to this Report
on Form 10-KSB, and to file the same, with exhibits thereto and other documents
in connection therewith with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his or her
substitute or substitutes may do or cause to be done by virtue hereof.

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

    Signature                        Title                      Date
    ---------                        -----                      ----

/s/ Raghunath Kilambi
----------------------   Chief Executive Officer,               March  29, 2004
Raghunath Kilambi        Chief Financial Officer and Director

/s/ Greg Nuttall
----------------------   Executive Vice-President               March  29, 2004
Greg Nuttall             Business Development and Director

/s/ Grant Johnson
----------------------   President, Chief Operating             March  29, 2004
Grant Johnson            Officer and Director

/s/ Bryson Farrill
----------------------   Chairman, Director                     March  29, 2004
Bryson Farrill

/s/ Ronald Springer
----------------------   Director                               March 29, 2004
Ronald Springer

/s/ Azim Fancy
----------------------   Director                               March 29, 2004
Azim Fancy


                                       33
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002



                        FORMING A PART OF ANNUAL REPORT
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934


                               SWISS MEDICA, INC.

<PAGE>

                               SWISS MEDICA, INC.

                          INDEX TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------




                                                                          PAGE

  Report of Independent Certified Public Accountants                      F-3
  Financial Statements
          Balance Sheets at December 31, 2003 and 2002                    F-4
          Statements of Losses for the years ended
          December 31, 2003 and 2002                                      F-5
          Statements of Deficiency in Stockholders' Equity for the
          years ended December 31, 2003 and 2002                        F-6~F-7
          Statements of Cash Flows for the years ended
          December 31, 2003 and 2002                                      F-8
          Notes to Financial Statements                               F-9 - F-18

<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------



Board of Directors
Swiss Medica, Inc.
Toronto, Ontario

We have audited the balance sheets of Swiss Medica, Inc. (the "Company") as of
December 31, 2003 and 2002 and the related statements of losses, deficiency in
stockholders' equity, and cash flows for each of the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based upon
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the 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 our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at December 31,
2003 and 2002 and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note J, the Company is
experiencing difficulty in generating sufficient cash flow to meet it
obligations and sustain its operations, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note J. The accompanying statements do not include
any adjustments that might result from the outcome of this uncertainty.




                               /s/RUSSELL  BEDFORD STEFANOU  MIRCHANDANI LLP
                               ---------------------------------------------
                                  Russell Bedford Stefanou Mirchandani LLP
                                  Certified Public Accountants
McLean, Virginia
March 22, 2004

<PAGE>

                               SWISS MEDICA, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002

                                                       2003           2002
                                                       ----           ----
ASSETS:

Cash and cash equivalents                          $      1,471    $         98
Accounts receivable, net of allowance
for doubtful accounts of $18,364 and $0
at December 31, 2003 and 2002,
respectively                                            103,017            --

Inventories (Note B)                                      8,057            --

Prepaid expenses and deposits                            86,310          15,791
                                                   ------------    ------------

Total current assets                                    198,855          15,889


Property and equipment: (Note C)                           --

Property and equipment:, at cost                         48,751            --

Less: accumulated depreciation                            6,094            --
                                                   ------------    ------------

Total property and equipment                             42,657            --

Other assets: (Note C)
Intangible assets, net of accumulated
amortization of $116,062 and $0 at
December 31, 2003 and 2002, respectively                643,688            --
                                                   ------------    ------------

Total assets                                       $    885,200    $     15,889
                                                   ============    ============

LIABILITIES AND (DEFICIENCY IN)
STOCKHOLDERS' EQUITY:

Cash disbursed  in excess of available
funds                                              $      3,102    $       --

Accounts payable and accrued liabilities                184,585         207,397

Other advances (Note E)                                 126,527            --

Due to related parties (Note D)                            --           746,796
                                                   ------------    ------------

Total current liabilities                               314,214         954,193


Commitments and contingencies (Note J)                     --              --

(Deficiency  in)  stockholders'  equity:

Preferred  stock,  par value $.001 per
share; 10,000,000 shares authorized; none
issued at December 31, 2003 and 2002 (Note F)              --              --

Class A Common stock, par value $ .001
per share; 100,000,000 shares
authorized; 26,962,530 and 278,180
shares issued at December 31, 2003 and
2002, respectively (Note F)                              26,963             278

Class B Common stock, par value $.001
per share; 50,000,000 shares
authorized; 2,000,000 and none issued
at December 31, 2003 and 2002,
respectively (Note F)                                     2,000            --

Additional paid-in capital                           19,679,507       4,210,402

Accumulated deficit                                 (19,137,484)     (5,148,984)
                                                   ------------    ------------

                                                        570,986        (938,304)
                                                   ------------    ------------
Total liabilities and (deficiency in)
stockholders' equity                               $    885,200    $     15,889
                                                   ============    ============

                 See accompanying notes to financial statements

<PAGE>


                               SWISS MEDICA, INC.
                              STATEMENTS OF LOSSES
                FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                     2003             2002
                                                     ----             ----
Revenue:

Sales, net                                       $    104,091      $       --
Cost of Sales                                          16,991              --
                                                 ------------      ------------
Gross Profit                                           87,100              --

Operating Expenses:
Research and Development (Note A)                   3,725,826              --
Selling, General and Administrative
expenses                                           10,220,367         1,730,989

Depreciation and Amortization                         122,157              --
                                                 ------------      ------------
Total Operating Expenses                           14,068,350         1,730,989


Loss from Operations                              (13,981,250)       (1,730,989)


Interest Income (Expense)                              (7,250)            6,991

Other Income (Note D)                                    --               4,325


Income (Taxes) Benefit                                   --                --
                                                 ------------      ------------

Net Loss                                         $(13,988,500)     $ (1,719,673)
                                                 ============      ============

Loss per common share (basic and
assuming dilution) (Note I)                      $      (0.88)     $      (7.59)
                                                 ============      ============
Weighted average common shares outstanding         15,936,124           226,626







                See accompanying notes to financial statements

<PAGE>

                               SWISS MEDICA, INC.
               STATEMENTS OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                                                                      Series A
                                                                        Series A       Common       Series B    Series B
                                                                    Common Shares      Stock        Common       Common
                                                                                       Amount        Stock     Stock Amount

BALANCE AT DECEMBER 31, 2001                                              204,559   $       205          --     $      --
                                                                      ===========   ===========    ==========   ===========
<S>                                                                        <C>               <C>        <C>          <C>
Shares issued in March 2002 in exchange for services
rendered, at $52.00 per share                                              10,000            10          --            --

Shares issued in March 2002, for warrants exercised at $75.00
per share                                                                   1,000             1          --            --

Shares issued in April 2002 in exchange for services
rendered, at approximately $40.61 per share                                 2,480             2          --            --

Shares issued in April 2002, for warrants exercised at $75.00
per share                                                                     325          --            --            --

Shares issued in May 2002 in exchange for services rendered,
at approximately $21.77 per share                                           2,600             3          --            --

Shares issued in July 2002 in exchange for services rendered,
at approximately $7.00 per share                                            2,600             3          --            --

Shares issued in August 2002 in exchange for services
rendered, at $5.00 per share                                                1,700             2          --            --

Shares issued in September 2002 in exchange for services
rendered, at approximately $8.33 per share                                  6,000             6          --            --

Shares issued in October 2002 in exchange for services
rendered, at approximately $6.20 per share                                  4,180             4          --            --

Shares issued in December 2002 in exchange for services
rendered, at $5.00 per share                                               40,000            40          --            --


Fractional shares in connection with reverse stock split                    2,736             3          --            --
Stock warrants issued to consultants in exchange for services
rendered (Note E)                                                            --            --            --            --

Net Loss                                                                     --            --            --            --
                                                                                    -----------    ----------   -----------

BALANCE AT DECEMBER 31, 2002 (NOTE C)                                     278,180   $       278          --     $      --
===================================================================   ===========   ===========    ==========   ===========

<CAPTION>



                                                                    CAdditional Paid  Accumulated
                                                                       In Captial        Deficit         Total

<S>                                                                        <C>              <C>           <C>
BALANCE AT DECEMBER 31, 2001                                           $ 3,120,956    $(3,429,311)   $   (308,150)
                                                                       ===========    ===========    ============
Shares issued in March 2002 in exchange for services
rendered, at $52.00 per share                                              519,990           --           520,000

Shares issued in March 2002, for warrants exercised at $75.00
per share                                                                   74,999           --            75,000

Shares issued in April 2002 in exchange for services
rendered, at approximately $40.61 per share                                100,707           --           100,709

Shares issued in April 2002, for warrants exercised at $75.00
per share                                                                   24,375           --            24,375

Shares issued in May 2002 in exchange for services rendered,
at approximately $21.77 per share                                           56,597           --            56,600

Shares issued in July 2002 in exchange for services rendered,
at approximately $7.00 per share                                            18,197           --            18,200

Shares issued in August 2002 in exchange for services
rendered, at $5.00 per share                                                 8,498           --             8,500

Shares issued in September 2002 in exchange for services
rendered, at approximately $8.33 per share                                  49,994           --            50,000

Shares issued in October 2002 in exchange for services
rendered, at approximately $6.20 per share                                  25,896           --            25,900

Shares issued in December 2002 in exchange for services
rendered, at $5.00 per share                                               199,960           --           200,000


Fractional shares in connection with reverse stock split                      --             --                 3
Stock warrants issued to consultants in exchange for services
rendered (Note E)                                                           10,233           --            10,233

Net Loss                                                                      --       (1,719,673)     (1,719,673)
                                                                       -----------    -----------    ------------

BALANCE AT DECEMBER 31, 2002 (NOTE C)                                  $ 4,210,402    $(5,148,984)   $   (938,304)
===================================================================    ===========    ===========    ============
</TABLE>


                 See accompanying notes to financial statements




                               SWISS MEDICA, INC.
               STATEMENTS OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                                  Series A Common  Series A Common      Series B    Series B Common  Additional Paid
                                                      Shares        Stock Amount      Common Stock    Stock Amount      In Capital

<S>                                                     <C>          <C>                   <C>         <C>            <C>
BALANCE FORWARD                                         278,180      $       278              -        $        -     $ 4,210,402

Shares issued in January 2003 in exchange
  for services rendered, at $0.86 per share              93,500               94              -                 -          80,317

Shares issued in February 2003 in exchange
  for services rendered, at $0.80 per share              10,500               11              -                 -           8,390

Shares issued in February 2003 in exchange
  for previously incurred debt                                -                -      2,000,000             2,000          18,000

Shares issued in March 2003 in exchange for
  previously incurred debt, at $0.37  per share       2,000,000            2,000              -                 -         744,285

Shares issued in March 2003 in exchange for
  services rendered, at $0.75 per share               2,018,000            2,018              -                 -       1,511,482

Shares issued in April 2003 in exchange for
  services rendered, at $0.80 per share               2,950,000            2,950              -                 -       2,357,050

Shares issued in May 2003 in connection with
  acquisition (Note C)                                6,750,000            6,750              -                 -       4,525,876

Shares issued in May 2003 in exchange for
  services rendered, at $0.81 per share               5,124,000            5,124              -                 -       4,136,936

Shares issued in May 2003 for cash at $0.25
  per share, net of costs and fees                       57,680               58              -                 -          14,362

Shares issued in June 2003 in exchange for
  services rendered, at $0.59 per share               1,050,001            1,050              -                 -         617,950

Shares issued in June 2003 for cash at $0.26
  per share, net of costs and fees                      999,564            1,000              -                 -         261,074

Shares issued in July 2003 for cash, at $0.25
  per share, net of costs and fees                      100,000              100              -                 -          24,900

Shares issued in August 2003 in exchange for
  services rendered, at $0.24 per share                  79,824               80              -                 -          25,370

Shares issued in August 2003 in exchange for
  prepaid rent, at $0.24 per share                      161,000              161              -                 -          31,839

Shares issued in August 2003 for cash, at $0.25
  per share, net of costs and fees                       50,000               50              -                 -          12,450

Shares issued in September 2003 for cash, at
  $0.25 per share, net of costs and fees                122,400              122              -                 -          30,478

Shares issued in September 2003 in exchange for
  services rendered, at $0.20 per share               1,000,000            1,000              -                 -         199,000

Shares issued in October 2003 in exchange for
  services rendered, at $0.22 per share                 995,194              995              -                 -         223,207

Shares issued in October 2003 for cash, at $0.20
  per share, net of costs and fees                      125,000              125              -                 -          24,875

Shares issued in November 2003 in exchange for
  services rendered, at $0.25 per share                 470,000              470              -                 -         115,130

Shares issued in December 2003 in exchange for
  services rendered, at $0.18 per share               2,208,412            2,208              -                 -         398,540

Shares issued in December 2003 cash, at $0.20 per
  share, net of costs and fees                          319,275              319              -                 -          63,535

Warrants issued to consultants in exchange for
  services rendered (Note G)                                  -                -              -                 -          44,060

Net loss                                                      -                -              -                 -               -
                                                    -----------      -----------     ----------        ----------    ------------
BALANCE AT DECEMBER 31, 2003                        26,962,530       $    26,963      2,000,000        $    2,000    $ 19,679,507
                                                    ===========      ===========     ==========        ==========    ============

<CAPTION>


                                                   Accumulated Deficit      Total

<S>                                                <C>                 <C>
BALANCE FORWARD                                    $   (5,148,984)     $ (938,304)

Shares issued in January 2003 in exchange
  for services rendered, at $0.86 per share                     -          80,411

Shares issued in February 2003 in exchange
  for services rendered, at $0.80 per share                     -           8,400

Shares issued in February 2003 in exchange
  for previously incurred debt                                  -          20,000

Shares issued in March 2003 in exchange for
  previously incurred debt, at $0.37  per share                 -         746,285

Shares issued in March 2003 in exchange for
  services rendered, at $0.75 per share                         -       1,513,500

Shares issued in April 2003 in exchange for
  services rendered, at $0.80 per share                         -       2,360,000

Shares issued in May 2003 in connection with
  acquisition (Note C)                                          -       4,532,626

Shares issued in May 2003 in exchange for
  services rendered, at $0.81 per share                         -       4,142,060

Shares issued in May 2003 for cash at $0.25
  per share, net of costs and fees                              -          14,420

Shares issued in June 2003 in exchange for
  services rendered, at $0.59 per share                         -         619,000

Shares issued in June 2003 for cash at $0.26
  per share, net of costs and fees                              -         262,074

Shares issued in July 2003 for cash, at $0.25
  per share, net of costs and fees                              -          25,000

Shares issued in August 2003 in exchange for
  services rendered, at $0.24 per share                         -          25,450

Shares issued in August 2003 in exchange for
  prepaid rent, at $0.24 per share                              -          32,000

Shares issued in August 2003 for cash, at $0.25
  per share, net of costs and fees                              -          12,500

Shares issued in September 2003 for cash, at
  $0.25 per share, net of costs and fees                        -          30,600

Shares issued in September 2003 in exchange for
  services rendered, at $0.20 per share                         -         200,000

Shares issued in October 2003 in exchange for
  services rendered, at $0.22 per share                         -         224,202

Shares issued in October 2003 for cash, at $0.20
  per share, net of costs and fees                              -          25,000

Shares issued in November 2003 in exchange for
  services rendered, at $0.25 per share                         -         115,600

Shares issued in December 2003 in exchange for
  services rendered, at $0.18 per share                         -         400,748

Shares issued in December 2003 cash, at $0.20 per
  share, net of costs and fees                                  -          63,854

Warrants issued to consultants in exchange for
  services rendered (Note G)                                    -          44,060

Net loss                                              (13,988,500)    (13,988,500)
                                                   --------------     ------------
BALANCE AT DECEMBER 31, 2003                        $ (19,137,484)     $  570,986
                                                   ==============     ============
</TABLE>

                 See accompanying notes to financial statements

<PAGE>

                               SWISS MEDICA, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                 2003          2002
                                                 ----          ----
Cash flows from operating activities:

Net loss                                      $(13,988,500)   $ (1,719,673)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Common stock issued in exchange for
  services rendered (Note F)                     9,689,371         979,909
Common stock issued in exchange for
research and development costs (Note C)          3,724,125            --
Stock warrants issued to consultants in
  exchange for services (Note G)                    44,060          10,233
Depreciation and amortization (Note C)             122,157            --
Other Income from forgiveness of accrued
  interest (Note D)                                   --             4,325
(Increase) decrease in accounts receivable        (103,017)           --
(Increase) decrease in inventories                  (8,057)           --
(Increase) decrease in prepaid expenses and
  deposits                                         (38,519)          7,165
Increase (decrease) in cash disbursed in
  excess of available funds                          3,102          (4,914)
Increase (decrease) in accounts payable and
  accrued liabilities                              (22,812)         18,684
                                              ------------    ------------
Net cash used in operating activities             (578,090)       (704,271)


Cash flows from investing activities:                 --              --

Cash flows from financing activities:
Proceeds from sale of common stock, net of
  costs (Note F)                                   433,447          99,375
Proceeds from (repayments to) other
  advances (Note E)                                126,527            --
Proceeds from (repayments to) related
  parties advances (Note D)                         19,489         604,994
                                              ------------    ------------
Net cash provided by investing activities          579,463         704,369
Net increase (decrease) in cash and cash
  equivalents                                        1,372              98
Cash and cash equivalents at the beginning
  of the year                                           98            --
                                              ------------    ------------
Cash and cash equivalents at the end of the
  year                                        $      1,470    $         98
                                              ============    ============

Supplemental Disclosures of Cash Flow
  Information:

Interest paid in cash                         $       --      $       --

Taxes paid in cash                                    --              --
Issuance of common stock in exchange for
  services (Note F)                              9,689,371         979,909

Issuance of stock warrants in exchange for
  services (Note G)                                 44,060          10,233

Issuance of Class A common stock in
  exchange for previously incurred debt (Note
  DE and F)                                        746,285            --

Issuance of Class B common stock in
  exchange for previously incurred debt (Note
  D and F)                                          20,000            --

Issuance of common stock in exchange for
  prepaid rent (Note F)                             32,000            --

Common stock issued in exchange for
  research and development costs (Note C)        3,724,125            --

Common stock issued in exchange for
  property and equipment (Note C)                   48,751            --

Common stock issued in exchange for
  intangible assets (Note C)                       759,751            --


                 See accompanying notes to financial statements

<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.

Business Operations

Swiss Medica, Inc., formerly Global Path Incorporated (the "Company") was
reincorporated under the laws of the State of Delaware in September 2001. The
Company markets and distributes bioscience products designed to enhance the
well-being and health of consumers.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

Property and Equipment

Property and equipment is stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets.

Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144
("SFAS 144"). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

Income Taxes

The Company has implemented the provisions on Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires
that income tax accounts be computed using the liability method. Deferred taxes
are determined based upon the estimated future tax effects of differences
between the financial reporting and tax reporting bases of assets and
liabilities given the provisions of currently enacted tax laws.

Net Earnings (Losses) Per Common Share

The Company computes earnings (losses) per share under Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). Net earnings
(losses) per common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and dilutive common stock
equivalents outstanding during the year. Dilutive common stock equivalents
consist of shares issuable upon conversion of convertible preferred shares and
the exercise of the Company's stock options and warrants (calculated using the
treasury stock method).

<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Revenue Recognition

For revenue from product sales, the Company recognizes revenue in accordance
with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the selling price is fixed and
determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those amounts. Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue for which
the product has not been delivered or is subject to refund until such time that
the Company and the customer jointly determine that the product has been
delivered or no refund will be required.

Advertising

The Company follows the policy of charging the costs of advertising to expenses
as incurred. The Company incurred advertising costs of $28,938 and $27,164 for
the years ended December 31, 2003 and 2002, respectively.

Research and Development

The Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs."
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. The Company incurred
expenditures of $3,725,826 and $0 on research and product development for the
year ended December 31, 2003 and 2002, respectively.

Foreign Currency Translation

The Company translates the foreign currency  financial  statements in accordance
with the  requirements  of Statement of Financial  Accounting  Standards No. 52,
"Foreign Currency Translation." Assets and liabilities are translated at current
exchange rates in effect during the period. Resulting translation adjustments
are recorded as a separate component in stockholder's  equity.  Foreign currency
transaction gains and losses are included in the statement of operations.

Liquidity

As shown in the accompanying financial statements, the Company incurred a net
loss of $13,988,500 and $1,719,673 for the year ended December 31, 2003 and
2002, respectively. The Company's current liabilities exceeded its current
assets by $115,359 as of December 31, 2003.

<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIICANT ACCOUNTING POLICIES (CONTINUED)

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit. The Company periodically reviews its
trade receivables in determining its allowance for doubtful accounts. The
allowance for doubtful accounts was $18,364 and $0 at December 31, 2003 and
2002, respectively.

Comprehensive Income (Loss)

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income".  SFAS No. 130 establishes  standards for the
reporting  and   displaying  of   comprehensive   income  and  its   components.
Comprehensive  income is defined as the change in equity of a business  during a
period from  transactions  and other  events and  circumstances  from  non-owner
sources.  It  includes  all  changes  in  equity  during a period  except  those
resulting from investments by owners and  distributions to owners.  SFAS No. 130
requires  other   comprehensive   income  (loss)  to  include  foreign  currency
translation  adjustments and unrealized  gains and losses on  available-for-sale
securities.

Stock Based Compensation

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 ("SFAS No. 148"), "Accounting for Stock-Based Compensation-Transition
and Disclosure-an amendment of SFAS 123." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the Company's
stock at the date of the grant over the exercise price of the related option.
The Company has adopted the annual disclosure provisions of SFAS No. 148 in its
financial reports for the year ended December 31, 2003 and 2002 and will adopt
the interim disclosure provisions for its financial reports for the subsequent
periods. The Company has no awards of stock-based employee compensation
outstanding at December 31, 2003.


Segment Information

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision-making group, in making decisions
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.


In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.


Reclassifications

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.


                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE B - INVENTORIES

Inventories  are  stated  at the  lower  of cost  or  market  determined  by the
first-in,  first-out (FIFO) method.  Inventories  primarily  consist of cosmetic
oils and packaging materials.  Components of inventories as of December 31, 2003
and 2002 are as follows:

                                     2003          2002
                                     ----          ----

      Raw Materials                $ 2,893       $     -
      Finished Goods                 5,164             -
                                   -------       -------
                                   $ 8,057       $     -
                                   =======       =======


NOTE C - ACQUISITION


On May 20,  2003  the  Company  acquired  equipment,  nine  patented  bioscience
products and related intangible assets from General Cosmetics Corporation.

In consideration for the acquisition of the tangible and intangible  assets, the
Company issued a total of 6,750,000 shares of restricted common stock. The stock
that was issued in this  transaction  was  valued at 85  percent of its  average
closing  price  ten days  prior to and  after  May 21,  2003.  , The cost of the
tangible  and  intangible  assets  acquired  is the fair value of the  Company's
common stock issued of $4,532,626.

In connection  with the acquisition of the tangible and intangible  assets,  the
Company  acquired  $3,724,125  of research  and  development  assets  which were
charged to operations  during the year ended  December 31, 2003 and are included
in  the   accompanying   statement  of  losses  as  research   and   development
expenditures.

PROPERTY AND EQUIPMENT

In connection with the acquisition of assets from General Cosmetics Corporation,
the Company's  acquired a total of $48,751 of property and  equipment.  Property
and equipment at December 31, 2003 and 2002 consists of the following:

                                        2003         2002
                                        ----         ----

 Office furniture and equipment     $  48,751       $    -
 Accumulated depreciation              (6,094)           -
                                    =========       ======
                                    $  42,657       $    -

Depreciation  expense included as a charge to operations  amounted to $6,094 and
$0 for the year ended December 31, 2003 and 2002, respectively.

INTANGIBLE ASSETS

The cost to  acquire  the  intangible  assets has been  allocated  to the assets
acquired according to estimated fair values

The Company has adopted  SFAS No. 142,  Goodwill  and Other  Intangible  Assets,
whereby the Company  periodically test its intangible assets for impairment.  On
an annual basis, and when there is reason to suspect that their values have been
diminished  or  impaired,  these  assets  will be  tested  for  impairment,  and
write-downs to be included in results from operations may be necessary.

<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE C - ACQUISITION (CONTINUED)

INTANGIBLE ASSETS (CONTINUED) The intangible assets acquired are:

<TABLE>
<CAPTION>
                                                                            Weighted Average
                                Carrying    Accumulated            Residual   Amortization
                                 Amount    Amortization    Net      Value    Period (Years)
                                 ------    ------------    ---      -----    --------------

Amortizable Intangible Assets:
<S>                            <C>         <C>          <C>         <C>           <C>
Patents                        $ 563,250   $ (70,406)   $492,844    $    -        5.0
Customer Mailing Lists            30,000      (3,750)     26,250         -        5.0
Trademarks                        45,000      (5,625)     39,375         -        5.0
Non-compete agreements           112,500     (35,156)     77,344         -        2.0
Other                              9,000      (1,125)      7,875         -        5.0
                               ---------   ---------    --------    ------        ---

Total                          $ 759,750   $(116,062)   $643,688    $    -        4.6
                               =========   =========    ========    ======        ===
</TABLE>

Total amortization expense charged to operations for the year ended December 31,
2003 was $116,062.

Estimated amortization expense for the years ended December 31 is as follows:

     2004               $ 185,700
     2005                 150,544
     2006                 129,450
     2007                 129,450
     2008                  48,544
                        ---------
     Total              $ 643,688
                        =========

NOTE D - DUE TO SHAREHOLDERS

Amounts due to the  Company's  principal  shareholders  at December 31, 2003 and
2002 are as follows:

                                                         2003        2002
                                                         ----        ----
10 % note payable to shareholder, principal and
accrued interest payable on or before June 30,
2002; unsecured. In 2003, noteholder legally
released the Company from the accrued interest           $    -   $ 505,442
liabilities and the note was revised to be
non-interest bearing and a note payable on
demand.
5 % note payable to shareholder, principal and
accrued interest payable on or before October 31,
2002; unsecured. In 2003, noteholder legally
released the Company from the accrued interest
liabilities and the note was revised to be
non-interest bearing and a note payable on demand.
Note payable on demand to shareholder,                        -      91,354
non-interest bearing; unsecured.                              -     150,000
                                                         ------    --------
                                                         $    -    $746,796

Less: current portion                                         -    (746,796)
                                                         ------    --------
                                                         $    -      $    -
                                                         ======    ========

<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE D - DUE TO SHAREHOLDERS (CONTINUED)

For the year ended December 31, 2002, the Company recorded other income of
$4,325 in connection with the forgiveness of accrued interest liabilities to the
noteholders. In January 2003, a shareholder advanced additional $19,489 of fund
to the Company for working capital purpose. No formal repayment terms or
arrangements exist.

In February 2003, the Company issued a total of 2,000,000 shares of its Class A
common restricted stock to the noteholders in exchange for $746,285 of debt and
2,000,000 shares of its Class B common stock in exchange for $20,000 of
previously incurred debt. All outstanding balances of due to shareholders were
paid in full as of December 31, 2003.

NOTE E - OTHER ADVANCES

During the year ended December 31, 2003, sophisticated investors of the Company
advanced funds to the Company for working capital purposes. Total proceeds the
Company received are $76,627, net of repayments. No formal repayment terms or
arrangements exist. Additionally, the Company entered into an informal agreement
with an investor whereby the investor advanced $50,000 of funds to the Company
for working capital purposes, at interest rate of 18% per annum. No formal
repayment terms or arrangements exist. Total advances from unrelated parties are
$126,527 and $0 for the year ended December 31, 2003 and 2002, respectively.

NOTE F - CAPITAL STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock with par
value $.001 per share, 100,000,000 shares of Class A common stock with par value
of $.001 per share, and 50,000,000 shares of Class B common stock with par value
$.001 per share. On November 27, 2002, the Company effected a "one-for-one
hundred" reverse stock split of its outstanding shares of Class A common stock.
The authorized shares remain unchanged. All references in the financial
statements and notes to financial statements, numbers of shares and share
amounts have been retroactively restated to reflect the reverse split. As of
December 31, 2003 and 2002, the Company has no preferred stock issued and
outstanding. The Company has 26,962,530 and 278,180 shares of Class A common
stock issued and outstanding at December 31, 2003 and 2002, respectively. The
Company also has issued and outstanding 2,000,000 and 0 shares of Class B common
stock at December 31, 2003 and 2002, respectively.

For the year ended December 31, 2002, the Company issued an aggregate of 69,560
shares of Class A common stock to consultants for services in the amount of
$979,909. All valuations of common stock issued for services were based upon the
value of the services rendered, which did not differ materially from the fair
value of the Company's common stock during the period the services were
rendered. In March and April 2002, the Company issued a total of 1,325 shares of
Class A common stock, or $99,375, to consultants for warrants exercised at an
exercise price of $75 per share. The total numbers of Class A common shares
outstanding at December 31, 2002 include 2,736 fractional shares in connection
with the reverse stock split.

For the year ended December 31, 2003, the Company issued an aggregate of
15,999,431 shares of Class A common stock to consultants for services rendered
in the amount of $9,689,371. All valuations of common stock issued for services
were based upon the value of the services rendered, which did not differ
materially from the fair value of the Company's common stock during the period
the services were rendered. The Company also issued an aggregate of 2,000,000
shares of Class A common stock and 2,000,000 shares of Class B common stock in
exchange for $766,285 of previously incurred debt (see Note D). Additionally,
the Company issued an aggregate of 1,773,919 shares of Class A common stock in
exchange for $433,447 of proceeds, net of costs and fees. The Company issued an
aggregate of 161,000 shares in exchange for $32,000 of prepaid rent. The Company
issued to General Cosmetics Corporation an aggregate of 6,750,000 shares of
Class A common stock in connection with the acquisition of $48,751 of equipment,
$759,751 of intangible assets, and $3,724,125 of research and development costs
(see Note C).
<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE F - CAPITAL STOCK (CONTINUED)

Share amounts  presented in the balance sheets and  statements of  stockholders'
equity reflect the actual share amounts outstanding for each period presented.

NOTE G - WARRANTS

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  prices  for the  shares of the  Company's  common  stock  issued to the
Company  consultants.  These warrants were granted in lieu of cash  compensation
for services performed to a non-employee,  each warrant to purchase one share of
the Company's Class A common stock.

<TABLE>
<CAPTION>
                  Warrants Outstanding                              Warrants Exercisable
                  --------------------                              --------------------
                             Weighted Average         Weighed                     Weighted
   Exercise     Number     Remaining Contractual      Average         Number       Average
    Prices    Outstanding      Life (Years)        Exercise Price   Exercisable   Exercise
    ------    -----------      -----------         --------------   -----------   -------

     <S>          <C>                 <C>            <C>               <C>        <C>
     $75.00       8,675               3.0            $ 75.00           8,675      $ 75.00
     $ 0.45     100,000               1.9            $  0.45         100,000      $  0.45
     $ 0.75     100,000               1.9            $  0.75         100,000      $  0.75
                -------                              -------        --------      -------
                208,675                              $  3.69         208,675      $  3.69
                =======                              =======        ========      =======
</TABLE>

Transactions involving warrants issued to non-employees are summarized as
follows:

                                                             Weighted Average
                                         Number of Shares     Price Per Share
                                         ----------------     ---------------
     Outstanding at January 1, 2002                     -
        Granted                                    10,000       $    75.00
        Exercised                                 (1,325)            75.00
        Canceled or expired                            -                 -
                                                 ---------      -----------
     Outstanding at December 31, 2002               8,675            75.00
        Granted                                   200,000             0.60
        Exercised                                       -                -
        Canceled or expired                             -                -
                                                 ---------      -----------
     Outstanding at December 31, 2003             208,675       $     3.69
                                                 =========      ===========

The  weighted-average  fair value of warrants  granted to  employees  during the
years  ended  December  31, 2003 and 2002 and the  weighted-average  significant
assumptions  used to determine those fair values,  using a Black-Scholes  option
pricing model are as follows:

                                                       2003        2002
                                                       ----        ----
     Significant assumptions (weighted-average):
         Risk-free interest rate at grant date         1.63%       1.67%
         Expected stock price volatility                 84%         26%
         Expected dividend payout                         -           -
         Expected warrant life-years (a)                  2           4
      (a)The expected warrant life is based
         on contractual expiration dates.

The amount of the expense  charged to operations in connection with granting the
warrants was $44,060 and $10,233 for the year ended  December 31, 2003 and 2002,
respectively.

<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE H - INCOME TAXES

Statement of Financial Accounting Standards No. 109 requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statement or tax returns. Under
this method, deferred tax liabilities and assets are determined based on the
difference between financial statements and tax bases of assets and liabilities
using enacted tax rates in effect for the year in which the differences are
expected to reverse. Temporary differences between income reported for financial
reporting purposes and income tax purposes are insignificant.

For income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $19,137,000 which expires through 2023, subject to
limitations of Section 382 of the Internal Revenue Code, as amended. The
deferred tax asset related to the carryforward is approximately $6,590,000. The
Company has provided a valuation reserve against the full amount of the net
operating loss benefit, because in the opinion of management based upon the
earning history of the Company, it is more likely than not that the benefits
will not be realized.

Components of deferred tax assets as of December 31, 2003 are as follows:

                   Non current:
                     Net operating loss carryforward   $ 6,590,000
                     Valuation allowance                (6,590,000)
                                                       -----------
                     Net deferred tax asset            $         -
                                                       ===========

NOTE I - LOSSES PER COMMON SHARE

The following table presents the computation of basic and diluted loss per
share:

                                                    2003          2002
                                                    ----          ----

 Net loss available for common shareholders    $ (13,988,500)  $(1,719,673)
 Basic and fully diluted loss per share        $       (0.88)  $     (7.59)
                                               -------------   -----------
 Weighted average common shares
   outstanding, as adjusted                       15,936,124       226,626
                                               =============   ===========

Net loss per share is based upon the weighted average of shares of common stock
outstanding. In November 2002 a one (1) for one hundred (100) reverse stock
split of the Company's common stock was effected (See Note F). Accordingly, all
historical weighted average share and per share amounts have been restated to
reflect the reverse stock split.

NOTE J - COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases office spaces in Toronto and Vancouver, Canada for its
corporate offices. Rental expenses charged to operation during the year ended
December 31, 2003 and 2002 are $22,222 and $45,433, respectively. Commitments
for minimum rental under non-cancelable leases for Toronto office at the
December 31, 2003 is $15,047, which has been prepaid with Company Class A common
stock (see Note F). Commitments for minimum rental under non-cancelable leases
for Vancouver office at the December 31, 2003 is approximately $7,658.

<PAGE>

                               SWISS MEDICA, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE J - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Consulting Agreements

The Company has consulting agreements with outside contractors to provide
marketing and financial advisory services. The Agreements are generally for a
term of 12 months from inception and renewable automatically from year to year
unless either the Company or Consultant terminates such engagement by written
notice.


Litigation

During the year ended December 31, 2003, Gleiss Lutz Hootz, a German law firm
filed a compaint against the Company in a Canadian jurisdiction. The complaint
alleges a breach of contract and is seeking for 24,496.41 EURO, or approximately
$29,762.24, for legal services. The Company believes that it has meritorious
defenses to the plaintiff's claims and intends to defend itself against the
plaintiff's claims.

The Company is subject to other legal proceedings and claims, which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity.

NOTE  K- MAJOR CUSTOMER

Revenue from the Company's largest customer approximated $ 100,420 or 96% of
sales for the year ended December 31, 2003.

NOTE L - GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements during the years ended December 31, 2003 and 2002, the
Company incurred losses of $13,988,500 and $1,719,673, respectively. These
factors among others may indicate that the Company will be unable to continue as
a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain profitable status and improve its liquidity through the
strategic acquisition of businesses and continued business development, and
additional equity investment in the Company. The accompanying consolidated
financial statements do not include any adjustments that might result should the
Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company is actively pursuing
additional equity financing through discussions with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

<PAGE>