UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2005 SWORD COMP-SOFT CORP. Delaware
98-022951(State or Other Jurisdiction of
(I.R.S. EmployerIncorporation or Organization)
Identification No.) 4055 St. Catherine West, Suite 151
Montreal, Quebec H3Z 3J8
(ADDRESS OF principal Executive Offices) Issuers telephone number: (514) 935-8589 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common
stock, par value $0.0001 per share 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 Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrants knowledge, in definitive proxy
or information, statements incorporated by reference in Part 3 of this Form
10-KSB or any amendment to this Form 10-KSB. Issuers revenues for its most recent fiscal year: $0    SWORD COMP- SOFT CORP.
FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
SECTION

PART 1Item 1.

BusinessItem 2.

PropertiesItem 3.

Legal ProceedingsItem 4.

Submission of Matters to a Vote of Security
  HoldersPART 2Item 5.

Market for Registrants Common Equity and
  Related Stockholders MattersItem 6.

Managements Discussion and Analysis of
  Financial Condition and Results of OperationItem 7.

Financial Statements and Supplementary DataItem 8.

Changes in and Disagreements with
  Accountants on Accounting and Financial Disclosure.Item 8a

Controls and ProceduresPART 3Item 9.

Directors and Executive Officers of the
  RegistrantItem 10.

Executive CompensationItem 11.

Security Ownership of Certain Beneficial
  Owners and ManagementItem 12.

Certain Relationship and Related
  TransactionsPART 4Item 13.

Exhibits, Financial Statement Schedule and
  Reports on Form 8-KItem 14.

Principal Accountant Fees and ServicesDESCRIPTION OF BUSINESS

(a) Business Development

Sword Comp-Soft Corp. (SWORD) was organized on November 2, 1998. Its
goal was to bring interactive healthcare information services utilizing the
Internet to the consumer, in lay terms, to allow the consumer to make educated
choices in the area of health care. Its plan was to offer knowledge and service
databases that allowa the end user to access what they, as individuals, need.

As of Marh 5, 2003 this business was sold along with the assumption of a promise to pay $700,000 to Millenia Hope Inc., its former parent
corporation. In exchange, Sword received 30.7 million shares of its outstanding
common shares held by Millenia Hope Inc. Subsequently, Sword acquired the
exclusive 10 year North American licensing rights to a vehicle tracking system
in exchange for 30.7 million of its common shares.

Swords vehicle tracking system was supposed to seamlessly tie together
wireless communications and the Internet with global positioning technology to
link vehicles to a world of unlimited wireless services. As of February 24,
2005 Swords Board of Directors concluded that its attempt to enter the
vehicle tracking business was unsuccessful and entered into a provisional
agreement, with Advanced Fluid Technologies Inc. a Delaware corporation, to
acquire assets from the latter corporation pursuant to entering the bottled
water, more specifically the oxygenated bottled water, market. A definitive
Agreement was concluded on August 26, 2005.

(b) Business of Issuer

Swords goal is to position AquaBoost(TM), the bottled oxygenated water
product it acquired from Advanced Fluid Technologies in August 2005, as an
energizing alternative to soft drinks and as a beverage with more health
benefits than ordinary water. To date, the aforementioned product has had
minimal sales and the Company will endeavour, but can offer no guarantees, to
raise its sales level significantly. Officers and director of the firm have
committed to fund the operations of the Company until sufficient funds have
been generated from ongoing business.

OXYGENATED WATER, THE PRODUCT

Oxygen enriched water is water that is treated, combined or infused
with oxygen. Most oxygen enriched water companies claim that their water
contains around seven times the oxygen of natural, mineral, tap or spring
water. For many of the available brands the oxygen content is acknowledged to
decrease over time (giving products a shorter shelf life) and also decreases when
the oxygen enriched water bottle is opened, as the oxygen slowly dissipates.

Oxygenated water is a convenient source of additional oxygen for the
body. The benefits of additional oxygen, according to the studies run and
research done, include increased cardiovascular and muscular endurance.
Oxygenated water raises the bodys energy levels, improves concentration, calms
the nervous system, and helps to remove toxins (See Tests and Studies).

BOTTLED WATER MARKET

Worldwide sales in the fast-growing bottled water industry have risen
annually, over the past decade, surpassing $40 billion US in 2004. The United
States market was $7.1 billion US and the European market, where bottled water
is the leading beverage, at an estimated $12 billion. Some analysts suggest
that bottled water will surpass all US beverage categories, excluding soft
drinks.

Oxygenated bottled water is a sub-category, one of the groups of
specialty beverages, of the broader bottled water market. Zenith International,
a British food industry consultant, stated, in its January 2005 report, that
the worldwide sales of bottled oxygenated water in 2004 reached 110 million
litres, a growth of 30% from previous year and 65% during the past 2 years.

MARKET SIZE AND TRENDS

The oxygenated water market represents an important niche within the
global beverage market. The product imparts benefical aspects not available
from bottled water, and is a healthy substitute for soft drinks. For the year
2004, according to the aforementioned Zenith study, Europeans purchased some 44
billion litres of bottled water and Americans more than 26 billion litres. The
2004 sales figures for oxygenated bottled water were 32 million litres for the
United States and 40 million litres for Europe, respectively.

As per the previoously mentioned Zenith report, oxygenated water sales
should double between 2004 and the year 2008. This would yield an annual growth
rate of 20%, far above the predicted growth rate of regular bottled water.

According to the Canadian Soft Drinks Association, bottled water is the
largest selling beverage in Europe and ranks behind soft drinks in North
America. The growth rate in the past decade for all bottled water consumption
is much higher than that of soft drinks.

COMPETITION

Several Canadian companies and Bio-Hydration of San Diego, California,
the volume leader in oxygenated water, have developed their own oxygenated
water.O2 Canada, OxylEau, Neva Sport, Athletic Superwater, and Life 02 are
being marketed as a means to improve athletic performance. Penta and Avanis
oxygenated water relies on the purity of its product in its sales effort.

All of these brands are not on par with AquaBoost(TM) in either their
oxygen-retentive abilities and/or in their levels of oxygenation.

Brand

Parts Per Million of
  Oxygen

Oxygen Retentive Ability
  Upon Opening of a Bottle
  600mlPenta Waters


Up to 70

Not listedLife O2


Up to 120

Less than 36 hoursO2 Canada


Up to 40

Not listedAthletic Super Water


Up to 50

Not listedAvani Extra Oxygen


Up to 50

Maximum up to 2 hoursNeva Sport


Up to 50

Within 24 hoursOxyLeau


15

Not listedAQUABOOST(TM)

AquaBoost(TM) is oxygenated water: it has been treated to retain
oxygen in concentrations far higher than those found in nature. For example,
water can retain 9 parts per million (ppm) of oxygen at 20(degree) under a
presure of one atmosphere. Studies conducted by the Quebec government have
confirmed that our water contained at least 20 ppm - the highest concentration
detectable by the government labs measurement instruments. Our own tests
established that AquaBoost(TM) contained in excess of 80 ppm and even exceeded
100 ppm, even six months after bottling (See Tests and Studies section).

PRODUCTION PROCESS

We have added new dimensions to the laws of physics governing dissolved
gases. Our method of dissolving gases in a liquid works by influencing ionic
mobility, electron diffusion, via an electron cannon, and the use of
triboelectricity with electrostatic charges. Due to the aforementioned
processes, we can attach and stabilize oxygen molecules in water at levels
previously unheard of, 100PPM and even higher.

Therefore, in contrast to a mineralized solution reducing the
dissolvability of oxygen in water as would be the case with our competitors
products, a small quantity of minerals helps us create conductivity in water.
In effect, the amount of conductivity is influenced by the electrolyte
strength, the nature of free ions and their concentration in water. The process
modifies waters physical and chemical characteristics and allows us to bond
the oxygen molecule to water.

Currently, our oxygenated bottled water will be produced for us by
Liquid Resources, at the Vermont Natural Spring Water plant where they have
installed our oxygenation equipment. Their production and bottling capacity is
more than adequate to fill our estimated annual sales of oxygenated water.

DEVELOPMENT

We are researching the optimum path to bring further products to the
market in the medium term, by exploring the oxygenation technologys
application in beverages other than water. Oxygenated fruit juices is one of
the development items on our mid-term strategic horizon.

COMPETITIVE ADVANTAGES


Due to its production process, AquaBoost(TM)s elevated oxygen content
  does not simply bubble away, when the product is opened, as happens with many
  of our competitors products. Aquaboost(TM) will retain its oxygen level over
  a much longer period of time than its competitors.
Our level of dissolved oxygen, up to 100ppm, is far greater than the
  vast majority of our competitors (see previous section).
Our production process ensures that our product is clean of all
  contaminants and impurities.PRICING AND MARKETING

PRICING

Due to the superior qualities of of AquaBoost(TM), we are confident
that retailers will obtain premium prices for it. The higher price will signal
to consumers that there is something unique about AquaBoost(TM), which we
expect will fuel greater customer demand. It will also offer the increased
margins of oxygenated and specialty type waters to distributors, thus helping
to boost our products introduction into the consumer marketplace.

POTENTIAL CONSUMERS

AquaBoost(TM) offers important benefits to consumers. In raising their
oxygen levels, people not only feel better and have increased energy levels,
they also think more clearly and function at peak performance for longer
periods of time, improving their work and leisure time productivity.

An in house survey of potential AquaBoost(TM) customers and the 2005
report of Zenith International tell us that they are health-conscious, men and
women who will benefit from the additional oxygen in their bodies. They lead
active lifestyles, engage in sports and other physical activities and are looking
for healthy, nourishing alternatives to soft drinks and other traditional
beverages.

A secondary group that we have identified, through the same research,
are the elderly, who may encounter oxygen deprivation through illness and
physical trauma. Oxygen reduces the effectiveness of pathogenic bacteria and
viruses. As a simple, readily available source of oxygen. AquaBoost(TM) can
offer these consumers better health.

In March 2001 Aquaboost(TM) was shown at the beverage and food show,
SIAL, in Montreal, Quebec. Over 4,000 samples of Aquaboost(TM) were given out
and generated significant positive interest during the commencement of the
product testing phase.

MARKETING STRATEGY

The Company, both in the short and in the long term, aims to raise the
awareness of our product specificly and, more generally, the added benefits of
additional oxygen in the blood stream.

Medical benefits, of elevated oxygen levels, include:

Treatment of:

- Infectious Diseases
- Chronic wounds
- Anemia/blood loss
- Post operative wound care
- Spinal cord injury
- Cerebral Damage
- Burn Victims

Improvements in:

- Cognitive performance
- Lowering blood pressure
- Depression
- Sleep Disorders
- Chronic joint and muscular pain
- Chronic Fatigue
- Respiratory and Heart problems
- Stimulation of metabolism

AquaBoost(TM) will be marketed and diffrentiated as having one of the
highest PPM of oxygen and retaining this level over an extended period of time,
thus conveying more of the potential benefits of higher bloodstream oxygen
levels. With appropriate financing we will also utilize sport stars and will
continue to ride the general bottled water and specialty water consumption
rise, vis a vis soft drinks and other beverages.

PURCHASED RIGHTS

On August 26, 2005 Sword finalized an agreement with Advanced Fluid
Technologies to purchase their to be patented oxygenation unit and all
technical know how, intellectual properties, methodologies and all information
pertaining to the following: the fixation of the oxygen molecule to water or
any other fluid and/or to the building and maintenance of the oxygenation unit.
Furthermore; all trademarks for the name Aquaboost Oxygenated Water, currently
in force in the U.S., Canada and Mexico and the right to use and register said
name globally, were transferred to Sword.

TESTS AND STUDIES

AquaBoost(TM) oxygen levels and retentive abilities

December 1999 - March 2000-Test done by the Goverment of Quebec,
Canadas Testing facility.

58 samples of 500 ml and 1000 ml bottles refrigirated until December
23, 1999 and then left at room temperature until the end of the of experiment
Upper limit of government testing equipment 20 ppm
Samples opened December 23, 1999, January 19, February 16 and March 13, 2000.

All samples measured at or above the maximum testing level i.e. in
excess of 20 ppm of dissolved oxygen.

February 2000 - July 2000-Test done In-House by Dr. Rene Morel of
Hospital Maisoneuve Rosemont.
Measured, once a month, the oxygen level of a total of 200 bottles, 500 ml and
1000 ml, left at room temperature, for 6 months consecutively. All samples
measured between 80-110 ppm of dissolved oxygen, even after 6 months.

August 2000 - Test done by LAB Preclinical Research International
Variation of PO2 levels in MMHG in relation to time, animals 1 canine test
subject, 11 months old, 500 ml with an oxygen content of 33 ppm
Increased PO2 level within a short time of receiving the oxygenised solution.

July 2000 - Test done by Dr. Knox van Dyke and Dr. Meir Sacks -
University of West Virginia

Examined AquaBoost(TM) in an assay against the strong pro-oxidant SIN-1
which produces a key body oxidant called peroxynitrite. AquaBoost acted as an
antixiodant by suppressing the light from luminol. Normally the peroxynitrite
reacts with the luminol to produce light. AquaBoost interfered with the
production or transmission of light, clearly indicating it is acting as an
antioxidant.
November 2000 - Test done In-House by Dr. Rene Morel of Hospital-Maisoneuve
Rosemont.

Variation of PO2 levels in MMHG in relation to time, humans

6 adults, male and female ages 38-53, who ingested 750 ml each of
AquaBoost(TM) with an oxygen content of 100ppm. In all cases, their PO2 level
increased significantly within a short time of ingesting Aquaboost(TM). Equally
as significant, the elevated level of PO2 was detectable after a sustained
period of time.

April 2002 - Test done by Northwest Environmental Water Lab in
Oakville.  AquaBoost retaind oxygenated
was 82ppm or 900% more than naturally occurring oxygen in water.

STUDIES ON THE BENEFITS OF INGESTING OXYGENATED WATER

The European Journal of Medical Research has carried out a study on the
effect of oxygen enriched water on behalf of Germanys Adelhoizener. The study
found that, due to warming in the stomach, oxygen bound in mineral water slowly
de-binds and penetrates the stomach septum. Hence, venous blood leading to the
liver was additionally supplied with oxygen. This oxygen enrichment amounted to
7% to 14% and lasted for around one hour.

In August 1997 double-blind tests were conducted by the Center for
Research on Womans Health, Denton, Texas. This involved 25 participants - 20
male and 5 females. They were given either clustered and oxygen enriched water
or normal water and asked to run for 90 minutes with relevant recordings and
measurements taken. It was found that runners drinking the clustered and oxygen
enriched water decreased recorded times over the 5 kilometre distance by an
average of 31 seconds, compared to regular bottled water. It was concluded that
oxygen enriched beverages could increase athletic achievement.

According to a January 1999 article in the Canadian Journal of Health
and Nutrition, Oxygen Boosts Performance, the addition of extra oxygen to the
human body yields many health and well-being benefits: improved cardiovascular
endurance, raised energy levels, improved concentration, a calmer nervous
system, and reduced toxin levels.

In a study conducted for Oxy-Water by George Washington University,
entitled Effects of Oxygenised Water on Percent Oxygen Saturation and Performance
During Exercise, the effect of oxygen enriched water on performance during
exercise was investigated. The study involved ten men and ten women aged
between 23 and 35 - all regular exercisers. Each person performed two maximum
output tests and two endurance tests, two for both oxygenised and distilled
water. All four tests were carried out on a cycling machine. Each person drank
50cl of water 15 minutes before each test and then immediately following
fatigue.

Further separation of the group found that the time to fatigue during
the maximum output exercise was greater with Oxy-Water compared to the
distilled water. The study concluded, Individuals who are highly trained may
benefit from the use of oxygenised water to increase percentage oxygen saturation
during acute bouts of intense exercise and possibly prolong time to fatigue.
Even small increases in oxygen saturation may be significant in highly trained
individuals and elite performers.

Oxygen plays a pivotal role in the proper functioning of the immune
system..we can look at oxygen deficiency as the single greates cause of all
diseases. Stephen Levine, a respected molecular biologist and geneticist, and
Dr. Paris M. Kidd, Ph.D., excerpted from Antioxidant Adaptation.

Two time Nobel Prize winning researcher, Dr. Otto Warburg determined
that healthy cells might become cancerous as a result of oxygen depriviation.-
per an OxyPlus oxygenated water excerpt

Dr. Otto Warburgs studies prove that when your body is saturated in
oxygen, your healthy cells have more energy and are stronger. Cancer cells do
not feed on oxygen, they feed on fermentation. An oxygen saturated body is a
hostile environment for cancer. Oxygen increases your energy, your memory and
the quality of your life.

As reported in the New York Times in 2001,Glenn J. Butler, whose
bio-engineering career includes work with NASA and whose firm manages The
Chronic Wound Treatment & Hyperbaric Center at The Mount Vernon Hospital,
researched the long and short-term effects of consuming Oxygen8 (an oxygenated
water produced in the US). Mr. Butlers findings: By drinking Oxygen8, there
is a significant increase in blood oxygen levels. The results suggest that the
oxygen remains in the system for longer than 10 minutes after consumption.
Approximately 1 out of every 3 of Americans is in need of hydration and thus,
oxygen would be beneficial for their health.

As with many scientific claims, there are detractors from the benefit
of ingesting oxygen enriched water. The tests and studies we have quoted are
the validation for our beliefs in the benefit of oxygenated water.

AQUISITIONS

On August 26, 2005 Sword finalized an agreement with Advanced Fluid
Technologies to purchase their to be patented oxygenation unit and all
technical know how, intellectual properties, methodologies and all information
pertaining to the following: the fixation of the oxygen molecule to water or
any other fluid and or to the building and maintenance of the oxygenation unit.
Furthermore; all trademarks for the name AquaBoost Oxygenated Water, currently
in force in the U.S., Canada and Mexico and the right to use and register said
name globally, were transferred to Sword. Also included was a distribution
contract between Advanced Fluid Technologies and Impor Tadora Comercializadora
Maple S.A. of Mexico, which Advanced Fluid transferred to Sword. Purchase
price, for all the aforementioned assets, is $216,000, this being the amount
due by AFT to Sword for its notes payable as of August 26, 2005, and 20 million
post reverse-split common shares of sword Comp-Soft Corp. Sword agreed to
reverse split its common shares by a ratio of 10:1. The approval by the holders
of a majority of the issued shares of the common stock and the filing of the
relevant SEC forms, shall authorize said reverse stock split.

EMPLOYEES

There are no signed contracts with any employees. At the current time
the following officers are its only employees:

Louis Greco - President-Director

Responsible for overall operational co-ordination, implentation of its
new business direction and the attended marketing effort.
At present, he devotes 1 1/2 days per week to the Company and is a resident of
Montreal.

Richard Cahill - Vice-President-Operations - Director

Responsible for day to day implentation of the Companys entry into the
bottled water field. Currently, he devotes 3 1/2 days a week to the Company and
is a Montreal resident.

Mario Dumais - Vice President, Investor Relations - Director

Responsible for communicating, strategizing and dissemenating the
Companys public announcments and interacting with stakeholders of the
Corporation, shareholders, vendors, customers etc. Curently, he devotes 1 day a
week to the Company and is a Montreal resident.

France Gauthier - Vice President - Sales - Entertainment and Restaurant
Division

Responsible for sales and marketing for the restaurant and
entertainment segment of the bottled water market. Devotes 1 day a week to the
Companyis a Montreal resident.

Dr. Pierre Marois, Head of Special Projects

Dr. Pierre Marois, a well respected physician at St. Justines Hospital
in Montreal, Canada, specializes in rehabilitative and epidermal medicine. Dr.
Marois has specific expertise in the oxygenation process, having been one of
the leaders of a research team involved in oxygenation projects from 1998-2001.

Although the aforementioned four officers and Dr. Marois, to a greater
or lesser extent, do not work full time for SWORD; each one devoted an adequate
amount of time to accomplish his role in the corporate structure. Whenever it
is necessary, each of these officers puts in work time over and above their
regularly scheduled workday.

ITEM 2
DESCRIPTION OF PROPERTIES

Our head office is located at 4055 St. Catherine St. West, Suite 151,
Montreal, Quebec. The Companys facility will be relocated to 2515 Guenette in
Montreal, Quebec between the first and second quarter of fiscal 2006.

ITEM 3
LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

ITEM 4
ITEMS SUBMITTED TO A VOTE OF SECURITY HOLDERS

On March 3, 2003, the Security Holders authorized the creation of 50
million preferred shares. As well, the authorized number of common shares
outstanding were to have been raised to 120 million common shares from 70
million. Neither of these measures was filed under Form 14 A of the SEC
regulations. As such, the Board of Directors decided, on February 28, 2005, not
to raise the authorized number of common shares, which will remain at 70
million shares, nor to authorize any preferred shares, which will remain at 0
authorized shares.

ITEM 5
MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

(a) Market in Formation

Currently, there is no public market for Sword Comp-Soft Corp. shares.
The company will file, via a market maker, documentation to allow it to be
traded publicly on a North American Stock Exchange.

Of the 48,265,500 shares of common stock outstanding, 36,451,900 shares
are currently subject to the resale restrictions and limitations of Rule 144.
In general, under Rule 144 as currently in effect, subject to the satisfaction
of certain other conditions, a person, including an affiliate, or persons whose
shares are aggregated with affiliates, who has owned restricted shares of
common stock beneficially for at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed 1% of the total
number of outstanding shares of the same class. In the event the shares are
sold on an exchange or are reported on the automated quotation system of a
registered securities association, you could sell during any three-month period
the greater of such 1% amount or the average weekly trading volume as reported
for the four calendar weeks preceding the date on which notice of your sale is
filed with the SEC. Sales under Rule 144 are also subject to certain manner of
sale provisions, notice requirements and the availability of current public
information about us.

A person who has not been an affiliate for at least the three months
immediately preceding the sale and who has beneficially owned shares of common
stock for at least two years is entitled to sell such shares under Rule 144
without regard to any of the limitations described above.

(b) Holders

As of March 15, 2006, there were 340 holders of the Companys common
stock.

(c) Dividends

The Company has had no earnings to date, nor has the Company declared
any dividends to date. The payment by the Company of dividends, if any, in the
future, rests within the discretion of its Board of Directors and will depend,
among other things, upon the Companys earnings, its capital requirements and
its financial condition, as well as other relevant factors. The Company has not
declared any cash dividends since inceprion, and has no present intention of
paying any cash dividends on its Common Stock in the foreseeable future, as it
intends to use earnings, if any, to generate growth.

(d) Recent Sales of Unregistered Securities.

Common Stock

In March/April 2000 Sword sold 11,000,000 common shares at a price of
$0.025 under the exemption from registration under Regulation D, Rule 504 for
U.S. persons and Regulation S for non-U.S. persons. 600,000 shares were in
settlement of fixed asset purchase.

In May 2000 Sword exchanged 35,700,000 common shares with, Millenia
Hope Inc. in a non-public transaction pursuant to the exemption contained in
section 4(2). In return it received 5,000,000 common shares of Millenia Hope
Inc. valued at $0.0036 per share and 5,000,000 warrants entitling them to
purchase one common share per one warrant for $2 up to May 29, 2003.

In September 2001 Sword sold 30,000 shares at a price of $4 per share
pursuant to its Registration Statement, These shares were sold under the
exemption contained in Regulation S. Subsequently, the selling price of these
shares was reduced to $0.25.

In November 2001, Sword sold 380,000 shares at a price of $0.50 per
share. These shares were sold under the exemption contained in Regulation S.
Subsequently, the selling price of these shares was reduced to $0.25.

In December 2001, Sword sold 82,500 shares at a price of $0.20 per
shares, in settlement of consulting expenses under the exemption contained in
Regulation S.

In May 2002 Sword sold 205,500 shares at a price of 0.25 per share, in
settlement of marketing services under the exemption contained in Regulation S.

In October 2002, Sword sold 10,000 shares at a price of $0.20 per
share, in settlement of consulting expenses under the exemption contained
Regulation S.

In October 2002 subscription receivable was reduced by $95,000 due to
the Companys not being listed for public trading.

In December 2002 Sword issued 250,000 common shares, at a price of
$0.10 per share, in settlement of marketing services under the exemption
contained in Reg. S.

In November 2003 Sword issued 607, 000 shares, at price of $0.05 per
share, in settlement of marketing services and notes payable.

(a) Common or Preferred Stock

The Company is authorized to issue 70,000,000 shares of Commn Stock,
$0.0001 par value, of which 48,265,000 shares were issued and outstanding as of
the date hereof. Each otstanding share of Common Stock is entitled to one (1)
vote, either in person or by proxy, on all matters that may be voted upon the
owners thereof at meetings of the stockholders.

The holders of Common Stock (i) have equal ratable rights to dividends from
funds legally available therefore, when and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock
upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have preemptive, subscription or conversion rights, or redemption
or sinking fund provisions applicable thereto; and (iv) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote at
all meetings of stockholders.

Holders of Shares of Common Stock of the Company do not have cumulative
voting rights, which means that the individuals holding Common Stock with
voting rights to more than 50% of eligible votes, voting for the election of
directors, can elect all directors of the Company if they so choose and, in
such event, the holders of the remaining shares will not be able to elect any
of the Companys directors.

(b) Debt Securities.

The Company has not issued any debt securities to date.

(c) Other securities to be Registered

None

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

Special Note Regarding Forward-Looking Statements

Some of the statements undeer Plan of Operations,
Business and
elsewhere in this registration statement are forward-looking statements that
involve risks and uncertainties. These forward-looking statements include
statements about our plans, objectives, expectations, intentions and assumptions
and other statements contained herein that are not statements of historical
fact. You can identify these statements by words such as may, will,
should, estimates, plans, expects, believes, intends, and
similar
expressions. We cannot guarantee future results, levels of activity,
performance or achievements. Our actual results and the timing of certain
events may differ significantly from the results discussed in the
forward-looking statements. You are cautioned not to place undue reliance on
any forward-looking statements.

Plan of Operation.

The following discussion should be read in conjuction with the
financial statements and related notes which are included elsewhere in this
prospectus.  Statements made below which
are not historical facts are forward-looking statements. Forward-looking
statements involve a number of risks and uncertainties including, but not
limited to, general economic conditions and our ability to market our product.

The business objective of Sword is to position AquaBoost(TM) as a top
quality oxygenated water in the speciality waters market. Our oxygenation level
(up to 100 ppm and greater), the ability of our bottled water to retain this
level of oxygenation, even over lengthy periods of time and the purity of our
product, we believe, should give us the ability to become a staple in this
specialty waters niche.

We have set a conservative sales objective of 4-6% of the European and
American markets, or $12.5 million U.S. to $20 million U.S., by the year 2008.
The fact that AquaBoost(TM) was seen by hundreds of distributors at the SIAL in
Montreal, Canada in 2001 and that there is already a market in Mexico for the
product, gives us confidence in our abilities to reach our sales objectives.
However, no assurances can be given that the Company will meet these goals.

Furthermore; the Company is engaged in discussions with several large
beverage companies about oxygenating fruit juices. Should these discussions
prove successfull, the Company would have another major revenue generating
area.  Curently, it is too premature to
hazard an estimate about the likelihood of finalazing any deals with said
corporations.

The Company will also engage in partnering with other beverage
distributors or leasing its technology for royaltie in those regions and for
those products where it will not negatively impact on potential AquaBoost(TM)
sales.

SWORD COMP-SOFT CORP. was incorporated in November 1998 as an (ASP)
Application Service Provider, specializing in the E-Healthcare sector.

On May 29, 2000 Millenia Hope Inc. acquired 35,700,000 shares of SWORD
COMP-SOFT CORP., this being the 76% of SWORDs issued capital, in exchange for
5,000,000 common shares, valued at $129,478 based on the net tangible asset
value of Millenia Hope and 5,000,000 warrants entitling the registered holder
thereof to purchase at any time from that date for a period of three years, one
share of common stock at a price of two dollars.

As of March 5, 2003 this business was sold along with the assumption of
a promise to pay $700,000 to Millenia Hope Inc., its former parent corporation.
In exchange, Sword received 30.7 million shares of its outstanding common
shares held by Millenia Hope Inc. Subsequently, Sword acquired the exclusive 10
year North American licensing rights to market a unique vehicle tracking model
from First Link Assoc. in exchange for 30.7 million of its common shares.

Swords vehicle tracking system was supposed to seamlessly tie together
wireless communications and the Internet with global positioning technology to
link vehicles to a world of unlimited wireless services. As of February 24,
2005, SWORDs Board of Directors concluded that its attempt to enter the
vehicle tracking business was unsuccessful and entered into a provisional
agreement, with Advanced Fluid Technologies Inc. (AFT), a Delaware corporation,
to acquire assets from the latter corporation pursuant to entering the bottled
water, more specifically, the oxygenated bottled water market. A definitive
Agreement was concluded on August 26, 2005 with Advanced Fluid Technologies to
purchase their to be patented oxygenation unit and all technical know how,
intellectual properties, methodologies and all information pertaining to the
following: the fixation of the oxygen molecule to water or any other fluid and
or to the building and maintenance of the oxygenation unit. Furthermore; all
trademarks for the name AquaBoost Oxygenated Water, currently in force in the
U.S., Canada and Mexico and the right to use and register said name globally,
were transferred to Sword. Also included was a distribution contract between
Advanced Fluid Technologies and Impor Tadora Comercializadora Maple S.A. of
Mexico, which Advanced Fluid transferred to Sword.

Purchase price, for all the aforementioned assets, is $216,000, this
being the amount due by AFT to Sword for its notes payable as of August 26,
2005, and 20 million post reverse-split common shares of sword Comp-Soft Corp.
Sword agreed to reverse split its common shares by a ratio of 10:1. The
approval by the holders of a majority of the issued shares of the common stock
and the filing of the relevant SEC forms shall authorize said reverse stock
split.

Swords registration statement, with the Security and Exchange
Commission, was accepted on July 16, 2001 and it is a reporting company. It is
presently in the process of applying to allow it to be traded publicly, on a
North American Stock Exchange.

On April 5, 2002, Dr. Raafat Saade was removed as a member of the Board
of Directors and as an Officer.

On November 1, 2003, the Board of Directors removed Mr. Abdulmajid
Sharif as the Chief Technical Officer and a Director of the Corporation. Mr.
Sharif joined a competitor corporation as of August 31, 2003. The Board also
removed Dr. Christos Tsoukas as Vice-President, Scientific Research &
Development. Dr. Tsoukas vacated his position at Sword as of August 2003.

On November 30, 2003, Louis Greco was appointed by the Board of
Directors as an outside Director of Sword and the Board accepted the
resignation of Raymond Roy as an outside Director, due to a heavier commitment
load to other endeavors.

On June 30, 2005, at a special meeting of the Board of Directors, three
new Directors and three officers were appointed - Paolo Mori as an outside
Director, Richard Cahill as a Director and also as the V.P. of Operations and
Mario Dumais as a Director and as the V.P. of Investor Relations, and France
Gauthier as V.P. of Sales, Etertainment and Restaurant Division.

At the same meeting, Leonard Stella resigned as the Chief Operating
Officer but remained a Director, Anthony Ierfino resigned both as the
Presiden/CEO and as a Director of Sword Comp-Soft Corp. and Louis Greco, a
Director, was appointed as the new President of Sword, as well as remaining a
Director of the Company.

Year ended November 30, 2005 compared to November 30, 2004

In 2004 we had $40,000 of administrative salaries and had
administrative salaries of $95,000 in 2005.
The rise in salaries was based on a heavier workload due to corporate
filings that were in arrears, change of strategic direction and initiation of a
whole new business line.

We sold 1,500,000 common shares of an investment, in 2004, and realized
a gain of $81,150 and sold 3,500,000 of the same investment shares in 2005 and
realized a gain of $278,433.  We utilized
the funds received from our share sales to pay our administrative salaries, pay
down some of our notes payable and in exchange for a note receivable.

As a result of the foregaing we had a loss of $12,963 in 2004 and net
income of $142,417 in 2005.

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 2005 the company had negative working capital of
$166,823.  We expect that our cash needs
for the fiscal year ending November 30, 2006 will be $150,000.  Additional capital and/or borrowings will be
necessary.  Management anticipates
generating revenue through sales during the next fiscal year.  The officers and directors or the company
have indicated their commitment to fund the operations of the organization
during the next fiscal year until the organization can generate sufficient cash
flow from operations to meet current operating expenses and overhead, though
there is no guarantee that this commitment will be met.

Effect of Recent Accounting Pronouncements.

In
November 2004, the Financial Accounting Standards Board (FASB) issued SFAS 151
Inventory Costs. This Statement amends the guidance in ARB No. 43, Chapter 4,
Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage). In
addition, this Statement requires that allocation of fixed production overhead
to the costs of conversion be based on the normal capacity of the production
facilities. The provisions of this Statement will be effective for the Company
beginning with its fiscal year ending December 31, 2006. The Company is
currently evaluating the impact this new Standard will have on its operations,
but believes that it will not have a material impact on the Companys financial
position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 153 Exchanges of Non monetary
Assets - an amendment of APB Opinion No. 29. This
Statement amended APB Opinion 29 to eliminate the exception for non monetary
exchanges of similar productive assets and replaces it with a general exception
for exchanges of non monetary assets that do not have commercial substance. A
non monetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. The
adoption of this Standard is not expected to have any material impact on the
Companys financial position, results of operations or cash flows.

In December 2004, the FASB
issued SFAS 123 (revised 2004) Share-Based Payment. This Statement requires
that the cost resulting from all share-based transactions be recorded in the
financial statements. The Statement establishes fair value as the measurement
objective in accounting for share-based payment arrangements and requires all
entities to apply a fair-value-based measurement in accounting for share-based
payment transactions with employees. The Statement also establishes fair value
as the measurement objective for transactions in which an entity acquires goods
or services from non-employees in share-based payment transactions. The
Statement replaces SFAS 123 Accounting for Stock-Based Compensation and
supersedes APB Opinion No. 25 Accounting for Stock Issued to Employees. The
provisions of this Statement will be effective for the Company beginning with
its fiscal year ending December 31, 2006. The Company is currently evaluating
the impact this new Standard will have on its financial position, results of
operations or cash flows.

In March 2005, the Securities
and Exchange Commission (SEC) issued Staff
Accounting  Bulletin No.107 (SAB
107) which provides guidance  regarding
the  interaction  of SFAS 123(R) and certain SEC rules
and  regulations. The new guidance includes
the SECs view on the valuation of share-based payment  arrangements for public companies and may
simplify some of SFAS 123(R)s
implementation  challenges  for
registrants  and  enhance the information investors receive.

In March 2005, the FASB issued FIN 47,
Accounting for Conditional Asset Retirement Obligations, which clarifies
that the term conditional asset retirement
obligation  as used in SFAS
143,  Accounting for Asset Retirement
Obligations, refers to a legal obligation to perform an asset retirement  activity in which the timing and/or method of settlement
are conditional  on a future event that may

or may
not be within the control of the entity.
FIN 47 requires an entity to
recognize a liability  for the
fair value of a conditional asset retirement
obligation if the fair value can be reasonably estimated. FIN 47 is
effective no later than the end of the fiscal year ending after  December 15, 2005. The Company does not  believe
that FIN 47 will have a material
impact on its  financial position
or results from operations.

In August 2005, the FASB issued
SFAS 154, Accounting Changes and Error Corrections.  This statement applies to all voluntary changes in accounting
principle and to changes required by an accounting  pronouncement if the pronouncement does not include specific
transition  provisions,  and it changes the  requirements for accounting for and reporting them. Unless it is
impractical, the statement requires retrospective  application  of the
changes to prior  periods  financial statements. This statement is
effective for accounting  changes and
correction of errors made in fiscal years
beginning  after December 15,
2005.

ITEM 7. Financial Statements.

The financial statements are included at the end of this Annual Report,
after the signature page.

Item 8. Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure.

None

Item 8a. Controls and Procedures

The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Companys
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SECs rules and forms, and that such information
is accumulated and communicated to the Companys management, including its
Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure based closely on the definition of disclosure
controls and procedures in Rule 13a-14c. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Within 90 days
prior to the date of this report, the Company carried out an evaluation, under
the supervision and with the participation of the Companys management,
including the Companys Chief Executive Officer and the Companys Chief
Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures. Based on the forgoing, the
Companys Chief Executive Officer and Chief Financial Officer concluded that
the Companys disclosure controls and procedures were effective.

ITEM 9

Director and Executive Officers

a) Directors and Executive Officers

Name
Age
      TitleLouis Greco
50
President-DirectorRichard Cahill
61
Vice President Operations - DirectorMario Dumais
44
Vice President - Investor Relations-DirectorFrance Gauthier
38
Vice President - Sales, Restaurant and Entertainment DivisionLeonard Stella
43
DirectorPaolo Mori
61
DirectorLouis Greco, President - Director

Louis Greco received his B. Comm from McGill University in Montreal,
Canada in 1974. Mr. Greco has been involved with a variety of consumer oriented
industries in his 30 years in business. He has experience in the fiscal area,
having been a branch manager of the National Bank from 1975-1980. During the
next decade, to 1990, he was the manager of a chain of video outlets, as well
as being involved with the Companys sales. From 1990 to 1995, he co-owned a
retail food establishment. Between 1996 and present he has worked as sales
consultant to the national divisions of 2 multinational office technology
corporations. Minolta (Canada) and Panasonic (Canada). Mr. Grecos management,
sales and financial skills will greatly aid Sword.

Richard Cahill, V.P. - Operations - Director.

Richard Cahill has an extensive background in the management of
corporate operations and a specific expertise in transport and product
scheduling. From 1971-1987, he was the city manager of the shipping firm,
Brazeau Transport, responsible for a fleet of 125 drivers and their cargo. From
1987-1990, he was the General Manager of Star Truck and, until 1998, he ran his
own import-export firm. From 1999 until the present, Mr. Cahill has been the
Head of Operations of Advanced Fluid Technologies, a new entrant into the
vibrant bottled water market, whose main assets and market is being acquired by
Sword.

Mario Dumais - V.P. - Investor Relations - Director

Mario Dumais has an extensive background in dealing with the public in
consumer related industries. From 1980-1988, he was the manager of a small chain
of consumer goods stores. From 1988-1995, he worked as a self-employed sales
consultant in the automotive industry. From 1995-2005, he was employed in the
retail division of a European automobile manufacturer, primarily dealing with
high value and high profile consumers coordinating with the sales department.
To Sword, he brings his ability to communicate simply and concisely with a
broad spectrum of people, who comprise the pool of investors in a public
company.

France Gauthier - V.P. - Sales - Restaurant and Entertainment Division

France Gauthier has been in the wholesale beverage and supplies
business, catering to restaurants and entertainment establishments, since 1999.
Previously, from 1988-1999, she worked in the retail end of the same industry.,
Ms. Gauthier brings to Sword a solid knowledge of this area of the beverage
industry.

Leonard Stella - Director

Mr. Stella has a Bachelor of Arts Degree from McGill University, and
received his Graduate Diploma in Administration from Concordia University in
1986. In 1987 Mr. Stella founded and operated a residential and commercial
property developer, Dominion Certified Development. In 1991, he founded
Trans-Immobilia, a residential property company. In 1997 he became the
principal founding partner and is now the Chief Executive Officer of Millenia
Hope, a publicly traded bio-pharma. Mr. Stellas expertise in running a public
company is invaluable to Sword.

Paolo Mori - Director

Paolo Mori is a highly successful businessman in Quebec, Canada. Mr.
Mori has been involved in real estate development and construction for the past
number of years. His financial acumen will help him evaluate Swords fiscal
position and strengthen its overall business structure.

b) Significant Employees

None

c) Family Relationships

There are no family relationships among directors or executive officers
of the company.

d) Involvement in certain legal proceedings

None

e) Committees

The Company has no standing audit, nominating and compensating
committees of the Board of Directors or committees performing similar
functions. Under the Sarbanes-Oxley Act of 2002, each public company is
required to have an audit committee consisting solely of independent directors
and to explain whether or not any independent director is a financial expert. In
the event the public company does not have an audit committee, the Board of
Directors becomes charged with the duties of the audit committee. Since the
enactment of the Sarbanes-Oxley Act of 2002 which was signed into law by
President bush in July 2002, the Companys directors have without success,
attempted to obtain independent directors to serve on the Board of Directors
and on a newly formed audit committee. In the event the Company is successful
in the future in obtaining independent directors to serve on the Board of
Directors and on a newly formed audit committee,

of which there can be no assurances given, the Board of Directors would
first adopt a written charter. Such charter would be expected to include, among
other things:

-
annually reviewing and reassessing the adequacy of the committees
  formal charter;-
reviewing the annual audited financial statements with the adequacy
  of its internal accounting controls;-
reviewing analyses prepared by the Companys management and independent
  auditors concerning significant financial reporting issues and judgments made
  in connection with the preparation of its financial statements;-
being directly responsible for the appointment, compensation and
  oversight of the independent auditor, which shall report directly to the
  Audit Committee, including resolution of disagreements between management and
  the auditors regarding financial reporting for the purpose of preparing or
  issuing an audit report or related work;-
reviewing the independence of the independent auditors;-
reviewing the Companys auditing and accounting principles and
  practices with the independent auditors and reviewing major changes to its
  auditing and accounting principles and practices as suggested by the independent
  auditor or its management;-
reviewing all related party transactions on an ongoing basis for
  potential conflict of interest situations; and-
all responsibilities given to the Audit Committee by virtue of the
  Sarbanes-Oxley Act of 2002, which was signed into law by President George W.
  Bush on July 30, 2002.Code of Ethics

Effective March 3, 2003, the Securities & Exchange Commission
requires registrants like the Company to either adopt a code of ethics that
applies to the Companys Chief Executive Officer and Chief Financial Officer or
explain why the Company has not adopted such a code of ethics for purposes of
item 406 of Regulations S-K, the term code of ethics means written standards
that are reasonably designed to deter wrong doing and to promote:

-
Honest and ethical conduct, including the ethical handling of actual
  or apparent conflicts of interest between personal and professional
  relationships:-
Full, flair, accurate, timely and understandable disclosure in reports
  and documents that the company files with, or submits to, the Securities
  & Exchange Commission and in other public communications made by the
  Company;-
Compliance with applicable governmental law, rules and regulations;-
The prompt internal reporting of violations of the code to an
  appropriate person or persons identified in the code; and-
Accountability for adherence to the code.The Company has adopted the aforementioned Code of Ethics.

f) Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our officers, directors and persons who beneficially own more than ten
percent of a registered class of our equity securities (ten-percent
shareholders) to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and ten-percent
shareholders also are required to furnish us with copies of all Section 16(a)
forms they file. Based solely on our review of the copies of such forms
furnished to us, and written representations that no other reports were
required, we believe that during the fiscal year ended November 30, 2003, all
of our officers, directors and ten-percent shareholders complied with the
Section 16(a) reporting requirements.

ITEM 10 EXECUTIVE COMPENSATION

(a) General

Long-termName


Year

Salary


Bonus


compensationAnthony Ierfino


2004

$
40,000


0


0CEO, President-DirectorAnthony Ierfino


2005

$
95,000


0


0(former CEO, President-Director)(b) Options/SAR Grants table

None

(c) Long Term Incentive Plan Award Table

None

(d) Compensation of Directors

Directors do not receive any compensation for services as members of
the Board of Directors

(e) Employment Contracts and Termination of Employment and
Change-in-Control

The company has no employment contracts with any of its executive
officers. As indicated above, certain officers received compensation.

(f) Report on Repricing of options/SAR

None

ITEM 11 SECURITY OWNERSHIP OF CERTAIN
BENEFICAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 15, 2006, information
regarding the beneficial ownership of our common stock based upon the most
recent information available to us for


Each person known by us to own beneficially more than five
  (5%)percent of our outstanding common stock,
Each of our officeers and directors and
All of our officers and directors as a group.Name
Number Of Shares Owned
  Beneficially
% of TotalFirst Link Associates
30,700,000

63.61%362 Road TownTortola, British Virgin Islands(Represented by Valentin Cimpan)Leonard Stella (1)
120,000

*4055 St. Catherine W.,Suite 151,Montreal, QC H3Z 3J8* less than 1%

(1) Director

Item 12. Certain Relationships and Related
Transactions.

None

Item 13. Financial Statements and Exhibits.

(a) List of Financial statements filed herewith

Sword Comp-Soft Corp.
(A company in the development stage)

Report of Independent Registered Accounting Firm

Balance Sheet November 30, 2005

Statement of Operations Year ended November 30, 2005, November 30, 2004
and from inception to November 30, 2005

Statement of Shareholders Equity From inception to November 30,
2005

Statement of Cash flows years ended November 30, 2005 and November 30,
2004 and from inception to November 30, 2005

Summary of Significant Accounting Policies year ended November 30,
2005

Notes to the Financial Statements year ended November 30, 2005

(b) List of Exhibits.

Reports on Form 8-K

Material Agreement
Appointment, resignation of officers/directors

Item 14. Principal Accountant Fees and
Service

Audit Fees

For the fiscal year ended November 30, 2005, the aggregate fees billed
for professional services rendered by Armando C. Ibarra (independent
auditors) for the audit of the Companys annual financial statements totaled
approximately $2,500.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended November 30, 2005 there were $-0- in fees
billed for professional services by the Companys independent auditors rendered
in connection with, directly or indirectly, operating or supervising the
operation of its information system or managing its local area network.

All Other Fees

For the fiscal year ended November 30, 2005 there was $0 in fees billed
for other service.

Sarbane Oxley Declarations

SIGNATURES

In accordance with the requirement of the Securities Exchange Act, this
Annual Report or Amendment was signed by the following persons in the
capacities and on the dates stated:

SWORD COMP-SOFT CORP.

Date: May 4, 2006
/s/ Louis GrecoLouis Greco, President, Director(Principal Executive and Financial Officer)(ACI LOGO)
  
  ARMANDO C. IBARRA
  Certified Public Accountants
  A Professional CorporationArmando C. Ibarra, C.P.A.
  Armando Ibarra, Jr., C.P.A., JD
  Members of the California Society of Certified
  Public Accountants
  Members of the American Institute of Certified Public Accountants
    Registered with the Public Company Accounting Oversight BoardMay 3,
2006

To
Whom It May Concern:

The firm of Armando C.
Ibarra, Certified Public Accountants, APC consents to the inclusion of our report of April 24, 2006, on the audited
financial statements of Sword Comp-Soft Corp. (A Development Stage Company) as of November 30, 2005, in any filings that
are necessary now or in the near future with the U.S. Securities and
Exchange Commission.

Very truly yours,

-s- ARMANDO C. IBARRAARMANDO C. IBARRA, C.P.A.371 E. Street, Chula Vista, CA 91910Tel: (619) 422-1348
 Fax: (619) 422-1465(ACI LOGO)
  
  ARMANDO C. IBARRA
  Certified Public Accountants
  A Professional CorporationArmando C.
  Ibarra, C.P.A.
  Armando Ibarra, Jr., C.P.A., JD
Members of
  the California Society of Certified Public Accountants
  Members of the American Institute of Certified Public Accountants
    Registered with the Public Company Accounting Oversight BoardTo the Board
of Directors 
Sword Comp-Soft Corp.
(A Development Stage Company)

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have
audited the accompanying balance sheets of Sword Comp-Soft Corp. (A Development
Stage Company) as of November 30, 2005 and 2004 and the related statements of
operations, changes in stockholders equity and cash flows for the years then
ended and for the period of November 2, 1998 (inception) through November 30,
2005. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of November 30,
2005 and 2004, and the results of its operations and its cash flows for the
years then ended and for the period of November 2, 1998 (inception) through
November 30, 2005 in conformity with U.S. generally accepted accounting
principles.

The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 3, the Company in the past has shown
significant operating losses that raise substantial doubt about its ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

-s- ARMANDO C. IBARRAARMANDO C. IBARRA, C.P.A.  APCApril 24, 2006
Chula Vista, California


371 E Street, Chula Vista, CA 91910Tel: (619) 422-1348



Fax: (619) 422-1465SWORD
  COMP-SOFT CORP.
  (A Development Stage Company)
  Balance SheetsASSETS

As of
  November 30,
  2005

As of
  November 30,
  2004CURRENT ASSETSCash

$


$
49Accounts receivable


35,967


89,967Loan receivable - (related
parties)


385,934


205,293Total
  Current Assets


421,901


295,309NET PROPERTY & EQUIPMENT





13,868OTHER ASSETSInvestment in other
companies





90,628Total
  Other Assets





90,628TOTAL ASSETS

$
421,901

$
399,805See Notes to
Financial Statements
2

SWORD
  COMP-SOFT CORP.
  (A Development Stage Company)
  Balance SheetsLIABILITIES
AND STOCKHOLDERS EQUITY (DEFICIT)

As of
  November 30,
  2005

As of
  November 30,
  2004CURRENT LIABILITIESAccounts payable

$
37,183

$
39,183Note payable


551,541


559,739Note payable - (related
party)





110,123Total
  Current Liabilities


588,724


709,045TOTAL LIABILITIES


588,724


709,045STOCKHOLDERS EQUITY (DEFICIT)Common stock ($0.0001 par
value, 70,000,000 shares authorized:
  48,265,500 shares issued and outstanding as of November 30, 2005 and 2004)


4,827


4,827Additional paid-in
capital


627,402


627,402Deficit accumulated during the
development stage


(799,052
)

(941,469
)Total
  Stockholders Equity (Deficit)


(166,823
)

(309,240
)TOTAL LIABILITIES &
STOCKHOLDERS EQUITY (DEFICIT)

$
421,901

$
399,805See Notes to
Financial Statements
3

SWORD
  COMP-SOFT CORP.
  (A Development Stage Company)
  Statements of OperationsYear Ended
  November 30,
  2005

Year Ended
  November 30,
  2004

November 2, 1998
  (inception)
  through
  November 30,
  2005REVENUESConsulting income

$


$


$
944,811Total Revenues








944,811Costs of revenues








(603,063
)GROSS PROFIT








341,748OPERATING COSTSBad debt expense








98,377Licensing rights








700,000Depreciation expense


13,868


10,400


73,274Marketing expense








236,266Professional fees


500


4,500


134,424Administrative
expense


99,324


40,000


259,802Total Operating Costs


113,692


54,900


1,502,143OPERATING INCOME (LOSS)


(113,692
)

(54,900
)

(1,160,395
)OTHER INCOME & (EXPENSES)Interest income


19,017


13,717


87,116Other income








69,479Write-down of leasehold
improvements








(2,663
)Write-up/(down) of notes
receivable, related parties








11,435Gain on sale of
investment


278,433


81,150


359,583Interest expense


(41,341
)

(52,930
)

(163,607
)Total Other Income & (Expenses)


256,109


41,937


361,343NET INCOME (LOSS)

$
142,417

$
(12,963
)
$
(799,052
)BASIC EARNINGS (LOSS) PER SHARE

$
0.00

$
(0.00
)WEIGHTED
  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


48,265,500


4,826,500See Notes to
Financial Statements
4

SWORD COMP-SOFT CORP.(A Development Stage Company)
Statements of Stockholders Equity
From November 2, 1998 (inception) through November 30, 2005

DeficitAccumulatedAdditional

Stock

During theCommon

Common

Paid-in

Subscription

DevelopmentShares

Stock

Capital

Receivable

Stage

TotalBalance,
November 30, 1998




$


$


$


$


$
Stock issued
on April 30, 2000 for cash


10,400,000


1,040


258,961


(103,739
)




156,262Stock issued
on April 30, 2000 for settlement of equipment purchase


600,000


60


14,940








15,000Stock issued
May 29, 2000 in exchange for 5,000,000 shares of
  Millenia Hope, Inc


35,700,000


3,570


125,908








129,478May 31, 2000
- collection on
  subscription











20,408





20,408June 30, 2000
- collection on
  subscription











83,331





83,331Net loss form
November 2, 1998 (inception) to November 30, 2000














(69,231
)

(69,231
)Balance,
November 30, 2000


46,700,000


4,670


399,809





(69,231
)

335,248Stock issued
on September 15, 2001 for cash


30,000


3


119,997


(120,000
)




Stock issued
on November 21, 2001 for cash


380,000


38


189,962


(190,000
)




Net loss for
the year ended November 30, 2001














(1,679
)

(1,679
)Balance,
November 30, 2001


47,110,000


4,711


709,768


(310,000
)

(70,910
)

333,569Stock issued
December 5, 2001 in exchange for payment of consulting
  fees


82,500


8


16,492








16,500Stock issued
May 13, 2002 in exchange for professional fees


205,200


21


51,354








51,375September 4,
2002 collection on subscription








(112,500
)

112,500





Stock issued
October 14, 2002 in exchange for payment of consulting
  fees


10,000


1


1,999








2,000November 10,
2002 collection on subscription








(95,000
)

95,000





Net loss for
the year ended November 30, 2002














(141,693
)

(141,693
)Balance,
November 30, 2002


47,407,700


4,741


572,113


(102,500
)

(212,603
)

261,751See Notes to Financial Statements
5
SWORD COMP-SOFT CORP.(A Development Stage Company)
Statements of Stockholders Equity
From November 2, 1998 (inception) through November 30, 2005


DeficitAccumulatedAdditional

Stock

During theCommon

Common

Paid-in

Subscription

DevelopmentShares

Stock

Capital

Receivable

Stage

TotalRounding


300Stock issued
December 1, 2002 in exchange for marketing expense


250,000


25


24,975








25,000February 28,
2003 collection on subscription











23,750





23,750May 31, 2003
collection on subscription











23,750





23,750August 31,
2003 collection on subscription











23,750





23,750Stock issued
October 20, 2003 in exchange for marketing expense


350,000


35


17,465








17,500Stock issued
October 20, 2003 in exchange for notes payable


257,500


26


12,849








12,875November 30,
2003 collection on subscription











31,250





31,250Net loss for
the year ended November 30, 2003














(715,903
)

(715,903
)Balance,
November 30, 2003


48,265,500


4,827


627,402





(928,506
)

(296,277
)Net loss for
the year ended November 30, 2004














(12,963
)

(12,963
)Balance,
November 30, 2004


48,265,500


4,827


627,402





(941,469
)

(309,240
)Net lncome for
the year ended November 30, 2005














142,417


142,417Balance,
November 30, 2005


48,265,500

$
4,827

$
627,402

$


$
(799,052
)
$
(166,823
)See Notes to Financial Statements
6

SWORD COMP-SOFT CORP.(A Development Stage Company)Statements of Cash FlowsNovember
          2, 1998(inception)Year
          Ended
      
      Year
          Ended
      
      throughNovember
          30,
      
      November
          30,
      
      November
          30,2005
      
      2004
      
      2005CASH
          FLOWS FROM OPERATING ACTIVITIESNet
          income (loss)
      
      $
      142,417
      
      $
      (12,963
      )
      $
      (799,052
      )Adjustments
          to reconcile net loss to net cash used in operating activities:Depreciation
          expense
      
      
      13,868
      
      
      10,400
      
      
      73,274Common
          stock issued for services
      
      
      
      
      
      
      
      
      112,375Write-down
          of leasehold improvements
      
      
      
      
      
      
      
      
      2,663Write-down
          of notes receivable
      
      
      
      
      
      
      
      
      (11,435
      )Accrued
          interest expense - note payable
      
      
      
      
      
      52,930
      
      
      67,619Accrued
          interest income - notes receivable
      
      
      (19,017
      )
      
      (13,717
      )
      
      (85,406
      )Changes
          in operating assets and liabilities:(Increase)
          decrease in accounts receivable
      
      
      54,000
      
      
      54,000
      
      
      (35,967
      )(Increase)
          decrease in notes receivable
      
      
      (161,624
      )
      
      
      
      
      (470,640
      )Increase
          (decrease) in accounts payable
      
      
      (2,000
      )
      
      4,500
      
      
      37,183Net
          Cash Provided by (Used in) Operating Activities
      
      
      27,644
      
      
      95,150
      
      
      (1,109,386
      )CASH
          FLOWS FROM INVESTING ACTIVITIESNet
          sale (purchase) of fixed assets
      
      
      
      
      
      
      
      
      (60,937
      )Net
          Cash Provided by (Used in) Investing Activities
      
      
      
      
      
      
      
      
      (60,937
      )CASH
          FLOWS FROM FINANCING ACTIVITIESIssuance
          of common stock
      
      
      
      
      
      
      
      
      156,262Proceeds
          form stock subscription receivable
      
      
      
      
      
      
      
      
      206,239Proceeds
          from sale of investment shares
      
      
      90,628
      
      
      38,850
      
      
      129,478Proceeds
          from notes payable
      
      
      (118,321
      )
      
      (134,000
      )
      
      678,344Net
          Cash Provided by (Used in) Financing Activities
      
      
      (27,693
      )
      
      (95,150
      )
      
      1,170,323Net
          Increase (Decrease) in Cash
      
      
      (49
      )
      
      
      
      
      Cash
          at Beginning of Year
      
      
      49
      
      
      49
      
      
      Cash
          at End of Year
      
      $
      
      
      $
      49
      
      $
      Supplemental Cash Flow Disclosures:Cash
          paid during period for interest
      
      $
      41,341
      
      $
      52,930Cash
          paid during period for taxes
      
      $
      
      
      $
      See Notes to Financial Statements
7



SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 1. ORGANIZATION
AND DESCRIPTION OF BUSINESS

Sword
Comp-Soft Corp. (the Company) was incorporated in the State of Delaware on
November 2, 1998. The Companys objective was to be an Application Service
provider in the E-Health sector providing on line interactive health services
through the internet.

NOTE 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

a.  Accounting
Method

The Companys
policy is to use the accrual method of accounting to prepare and present
financial statements, which conforms to generally accepted accounting
principles (GAAP). The company has elected a November 30, year end.

b.  Cash
and Cash Equivalents

The Company
considers all highly liquid investments with original maturities of three
months or less and bank indebtness to be cash and cash equivalents. Highly
liquid investments are valued at quoted market prices.

c.  Estimates
and Adjustments

The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16
all adjustments are normal and recurring. See note 2i regarding the Companies
revenue recognition policy.

d.  Basis
of Presentation and Considerations Related to Continued Existence (going
concern)

The Companys
financial statements have been presented on the basis that it is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.

As discussed
in Note 3, the Companys management intends to raise additional operating funds
through operations, and debt or equity offerings. Management has yet to decide
what type of offering the Company will use or how much capital the Company will
raise. There is no guarantee that the Company will be able to raise any capital
through any type of offerings.

8

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

e.  Fair
Value of Financial Instruments

Fair value
estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of the financial statement
preparation date. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values of cash and accounts
payable were assumed to approximate carrying values for financial instruments
because they are short term in nature, their carrying amounts approximate fair
values, and they are payable on demand.

f.  Accounts
Receivable

The Company
considers accounts receivable to be fully collectible; accordingly, no
allowances for doubtful accounts are required. If amounts become uncollectable,
they will be charged to operations when that determination is made.

g. Impairment of Long-Lived Assets

Long-lived
assets held and used by the Company are reviewed for possible impairment
whenever events or changes in circumstances indicate the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of the assets to the estimated
undiscounted cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
such assets. Management believes that there were no such impairments of at
November 30, 2005.

h. Investments in Securities

The Companys
marketable securities and investments in securities available for sale are
classified as available for sale securities in the accordance with SFAS 115.
They are classified as available for sale due to the fact that they are not
bought or held principally for the purpose of selling them in the near term,
they are not actively and frequently bought and sold, nor are they generally
used with the objective of generating profits on short-term differences in
price. Unrealized gains on available for sale securities are being classified
under the requirements of SFAS No. 130. Under such statement, the Companys
securities are required to be reflected at fair market value. Changes in the
fair value of investments or valuation of securities are reflected in the
statement of comprehensive income or (loss) in accordance with SFAS 130.

9

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

i. Revenue Recognition and Deferred
Revenue

The Companys
revenues recognized to November 30, 2005 were software consultation. Revenue,
in respect of all services described, is recognized on completion of services,
when collectibility is reasonably assured.

j. Foreign Currency Exchange

Foreign
currency accounts have been translated as follows:


Monetary
  items  at exchange rates in effect at the balance sheet date
Non-monetary
  item  at exchange rates in effect o the dates of transactions        Revenue
  and expenses  at average exchange rate prevailing during the year. Gains and
  lossesarising from foreign currency translation are included in income.k. Earning (Loss) Per Share

The Company
follows Statement of Financial Accounting Standards (SFAS) 128, Earning Per
Share. Basic earnings (loss) per common share (EPS) calculations are
determined by dividing net income (loss) by the weighted average number of
shares of common stock outstanding during the year. Diluted earnings per common
share calculations are determined by dividing net income (loss) by the weighted
average number of common shares and dilutive common share equivalents
outstanding. During the periods presented common stock equivalents were not
considered, as their effect would be anti-dilutive.

l. Stock-Based Compensation

The Company
accounts for equity instruments issued to employees for services based on the
fair value of equity instruments issued and accounts for equity instruments
issued to other than employees based on the fair value of the considered
received or the fair value of the equity instruments, whichever is more
reliably measurable.

The Company
accounts for stock based compensation in accordance with SFAS 123, Accounting
for Stock-Based Compensation. The provision of SFAS 123 allow companies to
either expense the estimated fair value of stock options or to continue to
follow the intrinsic value method set forth in Accounting Principles Board
Opinion 25, Accounting for Stock Issued to Employees (APB 25), but disclose
the preformed effects on net income (loss) had the fair value of the options
been expensed. The Company has elected to continue to apply APB 25 in
accounting for its stock option incentive plans.

10

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS:

In November
2004, the Financial Accounting Standards Board (FASB) issued SFAS 151,
Inventory Costs  an amendment of ARB No. 43, Chapter 4. This Statement amends
the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that  under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and rehandling costs may be so
abnormal as to require treatment as current period charges This Statement
requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of so abnormal. In addition, this Statement
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. The
provisions of this Statement will be effective for the Company beginning with
its fiscal year ending November 30, 2006. Management believes that the adoption
of this Statement will not have any immediate material impact on the Company.

In December
2004, the FASB issued SFAS No. 152, Accounting for Real Estate Time-Sharing
Transactionsan amendment of FASB Statements No. 66 and 67 (SFAS 152) The
amendments made by Statement 152 This Statement amends FASB Statement No. 66,
Accounting for Sales of Real Estate, to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided
in AICPA Statement of Position (SOP) 04-2, Accounting No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This Statement is effective for financial statements for fiscal years
beginning after June 15, 2005, with earlier application encouraged. The Company
believes that the implementation of this standard will not have a material
impact on its financial position, results of operations or cash flows.

In December
2004, the FASB issued SFAS 123 (revised 2004) Share-Based Payment. This
Statement requires that the cost resulting from all share-based transactions be
recorded in the financial statements. The Statement establishes fair value as
the measurement objective in accounting for share-based payment arrangements
and requires all entities to apply a fair-value-based measurement in accounting
for share-based payment transactions with employees. The Statement also
establishes fair value as the measurement objective for transactions in which an
entity acquires goods or services from non-employees in share-based payment
transactions. The Statement replaces SFAS 13 Accounting for Stock-Based
Compensation and supersedes APB Opinion No. 25 Accounting for Stock Issued to
Employees. The provisions of this Statement will be effective for the Company
beginning with its fiscal year ending November 30, 2006. The Company believes
that the implementation of this standard will not have a material impact on its
financial position, results of operations or cash flows.

11

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS:

In March 2005,
the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
No. 107 (SAB 107) which provides guidance regarding the interaction of SFAS 123
(R) and certain SEC rules and regulations. The new guidance includes the SECs
view on the valuation of share-based payment arrangements for public companies
and may simplify some of SFAS 123 (R) s implementation challenges for
registrants and enhance the information investors receive.

In March 2005,
the FASB issued FIN 47, Accounting for Conditional Asset Retirement Obligations,
which clarifies that the term conditional asset retirement obligation as used
in SFAS 143, Accounting for Asset Retirement Obligations, refers to a legal
obligation to perform an asset retirement activity in which the timing and/or
method of settlement are conditional on a future event that may or may not be
within the control of the entity. FIN 47 requires an entity to recognize a
liability for the fair value of a conditional asset retirement obligation if
the fair value can be reasonably estimated. FIN 47 is effective no later than
the end of the fiscal year ending after December 15, 2005. The Company does not
believe that FIN 47 will have a material impact on its financial position or
results from operations.

In August
2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections. This
statement applies to all voluntary changes in accounting principle and to
changes required by an accounting pronouncement if the pronouncement does not
include specific transition provisions, and it changes the requirements for
accounting for and reporting them. Unless it is impractical, the statement
requires retrospective application of the changes to prior periods financial
statements. This statement is effective for accounting changes and correction
of errors made in fiscal year beginning after December 15, 2005.

NOTE 3.  GOING CONCERN

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company generated net income of $142,417
for the year ended November 30, 2005 and a net loss of $799,052 during the
period from November 2, 1998 (inception) through November 30, 2005. At November
30, 2005 the Company had negative working capital of $166,823 and a
stockholders deficit of $166,823. These conditions raise substantial doubt
about the Companys ability to continue as a going concern. The Companys
continuation as a going concern is dependent on its ability to meet its
obligations, to obtain additional financing as may be required and ultimately
to attain profitability. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Certain
shareholders and directors have committed to fund any operating cash flow
shortages during the next fiscal year until the organization can generate
sufficient funds from operations to meet current operating expenses and
overhead, although there is no guarantee that this commitment will be met.

12

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 4. NOTES
RECEIVABLE

As of November
30, 2005 the Company had $385,934 in notes receivable. The notes receivable are
unsecured; bear interest at 7% per annum and have specified terms of retirement.

NOTE 5. PROPERTY
& EQUIPMENT

Property is
stated at cost. Additions, renovations, and improvements are capitalized.
Maintenance and repairs, which do not extend asset lives, are expensed as
incurred. Depreciation is provided on a straight-line basis over the estimated
useful lives ranging from 27.5 years for commercial rental properties, 5 years
for tenant improvements, and 5 - 7 years on furniture and equipment.

November 30,
  2005

November 30,
  2004Computer equipment

$
72,219

$
72,219$
72,219

$
72,219Less Accumulated
  Depreciation


(72,219
)

(58,351
)Net
  Property and Equipment

$
0

$
13,868Depreciation
expense was $13,868 and $10,400, for the years ended November 30, 2005 and
2004, respectively.

NOTE 6. BASIC &
DILUTED INCOME / (LOSS) PER COMMON SHARE

Basic gain
(loss) per common share has been calculated based on the weighted average
number of shares of common stock outstanding during the period. Diluted gain
(loss) per common share has been calculated based on the weighted average
number of shares of common and preferred stock outstanding during the period.
The variance between basic and diluted weighted average is the addition of
preferred stock in the calculation of diluted weighted average per share.

November 30,
  2005

November 30,
  2004Net
  income (loss) from operations

$
142,417

$
(12,963
)Basic
  income / (loss) per share

$
0.00

$
(0.00
)Weighed
  average number of shares outstanding


48,265,500


48,265,50013

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 7. NOTE PAYABLE

Note payable
as of November 30, 2005 consist of the following:2005

2004Note payable to Millennia Hope,
  Inc. unsecured, with
  annual interest rate 7%.

$
551,541

$
559,739$
551,541

$
559,739NOTE 8. NOTE PAYABLE  RELATED PARTY2005

2004Note payable to a related
party, unsecured,
  with annual interest rate of 7%.

$
0

$
110,123$
0

$
110,123NOTE 9. INCOME TAXES

Income taxes
are provided in accordance with Statement of Financial Accounting Standards No.
109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability
is recorded for all temporary differences between financial and tax reporting
and net operating loss carryfowards. Deferred tax expense (benefit) results
from the net change during the year of deferred tax assets and liabilities.

At November
30, 2005 the Company has significant operating and capital losses carryfoward.
The tax benefits resulting for the purposes have been estimated as follows:

November 30, 2005Beg. Deficit

$
(941,469
)Net Income (Loss) for Year
ended 11/30/05


142,417Ending Deficit

$
(799,052
)Gross income tax
benefit

$
271,678Valuation allowance


(271,678
)Net income tax
benefit

$
14

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 9. INCOME TAXES
(CONTINUED)

The net
operating loss expires twenty years from the date the loss was incurred. The
retained earning balance includes accumulated comprehensive income (loss). In
accordance with SFAS 109 paragraph 18 the Company has reduced its deferred tax
benefit asset by a valuation allowance due to negative evidence that has caused
the Company to feel it is more likely than not that some portion or all of the
deferred tax asset will not be realized. No portion of the valuation allowance
will be allocated to reduce goodwill or other noncurrent intangible asset of an
acquired entity. There are no temporary differences or carryforward tax effects
that would significantly affect the Companies deferred tax asset.

Utilization of
the net operating losses and credit carryforwards may be subject to a
substantial annual limitation due to the change in ownership provisions of
the Internal Revenue Code of 1986. The annual limitation may result in the
expiration of net operating losses and credits before utilization. None of the
valuation allowance recognized was allocated to reduce goodwill or other
noncurrent intangible assets of an acquired entity or directly to contributed
capital.

NOTE 10. STOCK
TRANSACTIONS

Transactions,
other than employees stock issuance, are in accordance with paragraph 8 of
SFAS 123. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees stock issuance are in
accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.

On April 30,
2000, the Company in accordance with its private placement offering exempt from
registration requirements under section 4(2) of the Securities Act of 1933,
issued 10,400,000 of common shares at $0.025 per share. The shares were issued
for $156,262 for cash consideration; the balance was in exchange for a
subscription receivable of $103,739.

On April 30,
2000 the Company issued 600,000 shares of common stock to officers of the company
in settlement of computer equipment purchases. The computer equipment was
capitalized at the predecessors cost of $15,000.

On May 29,
2000 the Company issued 35,700,000 shares of common stock to Millenia Hope Inc.
in exchange for 5,000,000 shares of common stock of Millenia Hope Inc. and
5,000,000 warrants, each warrant entitling the Company to purchase one common
share at a price of $2.00 until May 29, 2003.

On September
15, 2001 the Company issued 30,000 shares of common stock in exchange for a non-interest
bearing subscription receivable of $120,000, maturing on September 15, 2002.

15

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 11. STOCK
TRANSACTIONS (CONTINUED)

On November
21, 2001 the Company issued 380,000 shares of common stock for a non-interest
bearing subscription receivable of $190,000, maturing on November 21, 2002.

On December 5,
2001 the Company issued 82,500 shares of common stock in exchange for
settlement of consulting fees of $16,942.

On May 13,
2002, the Company issued 205,200 shares of common stock in settlement of
professional fees in the amount of $51,375.

On September
4, 2002, the Company reduced the subscriptions receivable and paid in capital
in the amount of $112,500. This represents 30,000 shares of common stock, which
were previously issued for $4.00 per share on September 15, 2001 in exchange
for a subscription receivable of $120,000. The shares were originally issued on
the basis that the Company would be listed for public trading.

On October 14,
2002, the Company issued 10,000 shares of common stock in settlement of
consulting fees of $2,000.

On November
10, 2002, the Company reduced the subscription and the paid in capital by
$95,000. This represents 380,000 shares of common stock, which were previously
issued for $0.50 per share on November 21, 2001 in exchange for a subscription
receivable of $190,000. The shares were issued on the basis that the Company
would be listed for public trading.

Subscription
receivable of $95,000 was settled in exchange for product promotions rendered
by the purchasing shareholder during 2003. The balance of $7,500 was settled in
exchange for general services rendered during 2003.

On December 1,
2002, the Company issued 250,000 shares of common stock in settlement of
marketing expense of $25,000.

On October 20,
2003, the Company issued 350,000 shares of common stock in settlement of
marketing expense of $17,500.

On November 6,
2003, the Company issued 257,000 shares of common stock in settlement of notes
payable of $12,875.

As of November
30, 2005 the Company had 48,265,500 shares of common stock issued and
outstanding.

16

SWORD COMP-SOFT CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2005

NOTE 12.
STOCKHOLDERS EQUITY

The
stockholders equity section of the Company contains the following classes of
capital stock as of November 30, 2005.

(A) Common
stock, $ 0.0001 par value; 70,000,000 shares authorized; 48,265,500 shares
issued and      outstanding.

NOTE 13. SIGNIFICANT
EVENTS

On March 5,
2003, the Company signed an agreement with its parent company to re-acquire all
of its issued common shares held by the parent company, this being 30.7 million
common shares. In exchange for such shares, the Company paid its former parent
company $700,000, due no later than May 31, 2007. A portion of this amount was
allocated to reduce the note receivable parent company. In addition, the
Company transferred all rights and ownership of the Application Service
Provider in the E-Health Sector business to the parent company.

As the
Companys efforts to enter the vehicle tracking business has been unsuccessful,
the Company has entered into a provisional agreement with Advance Fluid
Technologies, Inc., a Delaware Corporation, via a letter of intent to acquire
assets from the latter corporation, with the intent of entering the bottled
water business; more specifically the oxygenated bottled water market.

On August 26,
2005 the Company finalized this agreement with Advanced Fluid Technologies to
purchase their to be patented oxygenation unit and all technical know how,
intellectual properties, methodologies and all information pertaining to the
following: the fixation of the oxygen molecule to water or any other fluid
and/or to the building and maintenance of the oxygenation unit. Furthermore,
all trademarks for the name AquaBoost Oxygenated Water, (currently in force in
the U.S., Canada, and Mexico) and the right to use and register said name globally
were transferred to the Company. Also, included was a distribution contract
between Advanced Fluid Technologies and ImporTadora Comercializadora Maple S.A.
of Mexico, which Advanced Fluid transferred to the Company.

Purchase price
for all the aforementioned assets is $216,000. This being the amount due by AFT
to the Company for its notes payable as of August 26, 2005, and 20 million post
reverse-stock split of the Companys common shares. The Company agreed to
reverse split its common shares by a ratio of 10:1. The approval by the holders
of a majority of the issued shares of the common stock and the appropriate SEC
filings shall authorize said reverse stock split.

Pursuant to
the above stock issuance to Advanced Fluid Technologies, the assets listed in
the Agreement will be transferred to the Company.

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