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, 2004

SWORD COMP-SOFT CORP.

Delaware                                                98-022951
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation 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

<PAGE>

SWORD COMP- SOFT CORP.
FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
SECTION

PART 1

Item 1.    Business
Item 2.    Properties
Item 3.    Legal Proceedings
Item 4.    Submission of Matters to a Vote of Security Holders

PART 2

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters
Item 6.    Management's Discussion and Analysis of Financial Condition and
           Results of Operation
Item 7.    Financial Statements and Supplementary Data
Item 8.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.
Item 8a    Controls and Procedures

PART 3

Item 9.    Directors and Executive Officers of the Registrant
Item 10.   Executive Compensation
Item 11.   Security Ownership of Certain Beneficial Owners and Management
Item 12.   Certain Relationship and Related Transactions

PART 4

Item 13.    Exhibits, Financial Statement Schedule and Reports on Form 8-K
Item 14.    Principal Accountant Fees and Services

<PAGE>

DESCRIPTION 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).

<PAGE>

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.

                                                       Oxygen Retentive Ability
                          Parts Per Million of         Upon Opening of a Bottle
       Brand                     Oxygen                          600ml
--------------------------------------------------------------------------------
Penta Waters                    Up to 70               Not listed

Life O2                         Up to 120              Less than 36 hours

O2 Canada                       Up to 40               Not listed

Athletic Super Water            Up to 50               Not listed

Avani Extra Oxygen              Up to 50               Maximum up to 2 hours

Neva Sport                      Up to 50               Within 24 hours

OxyL'eau                        15                     Not listed

<PAGE>

AQUABOOST(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.

<PAGE>

COMPETITIVE ADVANTAGES

      o     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.

      o     Our level of dissolved oxygen, up to 100ppm, is far greater than the
            vast majority of our competitors (see previous section).

      o     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.

<PAGE>

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.

<PAGE>

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 Rosement.

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 occuring
oxygen in water.

<PAGE>

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.

<PAGE>

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.

<PAGE>

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 Company, is 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.

<PAGE>

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 December 31, 2005, 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.

<PAGE>

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

<PAGE>

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

<PAGE>

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.

<PAGE>

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.

<PAGE>

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, 2004 compared to November 30, 2003

Revenue and Cost of Revenue in 2003 were $ 72, 093 and $30, 304 and nil for both
items in 2004. In 2003 we did a small amount of outside consulting work as we
attempted to bring our vehicle tracking system on line. We did not do any
consulting work in 2004 due to the quitting of 2 key personnel in August 2003.

2002 written off accounts receivable were deemed collectable in full in 2003,
thus, we had recovered bad debts in the amount of $69,479 in 2003 in the other
income section of the statement of operations. The aforementioned transaction
was specific to 2003 and not applicable to 2004.

In 2003 we expensed the $700,000 price we placed on the acquired licensing
rights to our aborted vehicle tracking business (see Plan of Operation section).
There was no similar expense in 2004.

Marketing expense of $137,500 was price of the shares exchanged for services to
promote our aborted vehicle tracking device and other corporate representation.
This expense was incurred in an effort to promote our product in 2003, until the
product was aborted. In 2004 we had no products and incurred no marketing
expenses.

Our professional fees declined in 2004 from $19,600 in 2003 to $4,500, due to a
greatly lessened need for professional advice.

Administrative expense was $15,587 in 2003 for running expenses such as office,
telephone etc. In 2004 we incurred a $40,000 administration expense for
administrative salaries, which administrative salaries of $20,300 in 2003 were
accounted as part of consulting fees used to produce consulting income.

A 2002 wrote down of notes receivable-related parties, was reversed in 2003 due
to changed circumstances that lent credence to their collectability in full. The
aforementioned was specific to 2003 and did not occur in 2004.

We sold 1,500,000 common shares of an investment, in 2004, and realized a gain
of $81,150. No sales of investments were made in 2003.

As a result of the foregaing we had a loss of $715,903 in 2003 and a small loss
of $12,963 in 2004.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

We had net cash from operating, investing and financing of $0 for the year from
December 1, 2003 to November 30, 2004. The accumulated deficit from operating
activities was $1,084,100.

Effect of Recent Accounting Pronouncements.

In November 2004, the FASB issued SFAS 151, "Inventory Costs." SFAS 151 amends
the accounting for abnormal amounts of idle facility expense, freight handling
costs, and wasted material (spoliage) UNDER THE GUIDANCE IN ARB 43, Chapter 4,
"inventory Pricing" Paragraph 5 of ARB 42, 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 a to require
treatment as current period charges..."

This Statement requires that those items be recognized as current-period charges
regardless of weather 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. This statement is effective for inventory costs incurred during
fiscal years beginning after June 14, 2005. management does not expect adoption
of SFAS 151 to have a material impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 152, "Accounting for Real Estate
Time-Sharing Transactions." The FASB issued this Statement as a result of the
guidance provided in AICPA Statement of Position (SOP) 04-2, "Accounting for
Real Estate Time-Sharing Transactions." SOP 04-2 applies to all real estate
time-sharing transactions. Among other items, the SOP provides guidance on the
recording of credit losses and the treatment of selling costs, but does not
change the revenue recognition guidance in SFAS 66, "Accounting for Sales of
Real Estate," for real estate time-sharing transactions. SFAS 152 amends
Statement 66 to reference the guidance provided in SOP 04-2. SFAS 152 also
amends SFAS 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that SOP 04-2 provides the relevant guidance on
accounting for incidental operations and costs related to the sale of real
estate time-sharing transactions. SFAS 152 is effective for years beginning
after June 15, 2005, with restatements of previously issued financial statements
prohibited. Management does not expect adoption of SFAS 152 to have a material
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets,"
an amendment to Opinion No. 29, "Accounting for Nonmonetary Transactions."
Statement 153 eliminates certain differences in the guidance in Opinion No. 29
as compared to the guidance contained in standards issued by the International
Accounting Standards Board. The amendment to Opinion No. 29 eliminates the fair
value exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in periods beginning after December 16,
2004. Management does not expect adoption of SFAS 153 to have a material impact
on the Company's financial statements.

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment." SFAS
123(R) amends SFAS 123, "Accounting for

<PAGE>

Stock-Based Compensation," and APB Opinion 25, "Accounting for Stock Issued to
Employees." SFAS 123(R) requires that the cost of share-based payment
transactions (including those with employees and non-employees) be recognized in
the financial statements. SFAS 123(R) applies to all share-based payment
transactions in which an entity acquires goods or services by issuing (or
offering to issue) its shares, share options, or other equity instruments
(except for those held by an ESOP) or by incurring liabilities (1) in amounts
based (even in part) on the price of the entity's shares or other equity
instruments, or (2) that require (or may require) settlement by the issuance of
an entity's shares or other equity instruments. This statement is effective (1)
for public companies qualifying as SEC small business issuers, as of the first
interim period or fiscal year beginning after December 15, 2005, or (2) for all
other public companies, as of the first interim period or fiscal year beginning
after June 15, 2005, or (3) for all nonpublic entities, as of the first fiscal
year beginning after December 15, 2005. Management is currently assessing the
effect of SFAS No. 123(R) on the Company's financial statements.

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.

On July 25, 2005 we hired the firm of Armando C. Ibarra, to be our auditors. The
previous accountants, Richter, Usher and Vineberg, resigned and have no further
business with Sword Comp-Soft Corp. There have been no disagreements with
Richter, Usher and Vineberg. Prior to our hiring of Armando C. Ibarra , there
was no relationship at all between Sword Comp-Soft and Armando C. Ibarra.

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.

<PAGE>

ITEM 9
Director and Executive Officers

      a) Directors and Executive Officers

Name                    Age       Title

Louis Greco             50        President-Director
Richard Cahill          61        Vice President Operations  - Director
Mario Dumais            44        Vice President - Investor Relations - Director
France Gauthier         38        Vice President - Sales, Restaurant and
                                  Entertainment Division
Leonard Stella          43        Director
Paolo Mori              61        Director

Louis 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

<PAGE>

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,

<PAGE>

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, 2004, all of our officers, directors and
ten-percent shareholders complied with the Section 16(a) reporting requirements.

<PAGE>

ITEM 10 EXECUTIVE COMPENSATION

      (a) General

                                                                   Long-term
Name                          Year       Salary        Bonus       compensation

Anthony Ierfino               2004       $40,000       0           0
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

<PAGE>

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2005, information regarding
the beneficial ownership of our common stock based upon the most recent
information available to us for

      o     Each person known by us to own beneficially more than five (5%)
            percent of our outstanding common stock,

      o     Each of our officeers and directors and

      o     All of our officers and directors as a group.

                                        Number Of Shares Owned
Name                                    Beneficially                  % of Total

First Link Associates                   30,700,000                    63.61%
362 Road Town
Tortola, 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 (11/30/04)

Statement of Operations (Year ended 11/30/04, 11/30/03 and from inception to
11/30/04)

Statement of Shareholders' Equity (From inception to 11/30/04)

Statement of Cash flows (years ended 11/30/04 and 11/30/03 and from inception to
11/30/04)

Summary of Significant Accounting Policies (year ended 11/30/04)
Notes to the Financial Statements (year ended 11/30/04)

<PAGE>

      (b) List of Exhibits.

Reports on Form 8-K

Item 14. Principal Accountant Fees and Service

Audit Fees

For the fiscal year ended November 30, 2004, 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
$4,500.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended November 30, 2004 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, 2004 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: January 20, 2006               /s/ Louis Greco
                                     ----------------------------
                                     Louis Greco, President, Director
                                     (Principal Executive and Financial Officer)

<PAGE>

-----                           ARMANDO C. IBARRA
A C I                     Certified Public Accountants
-----                      A Professional Corporation

Armando C. Ibarra, C.P.A.                   Members of the California Society of
Armando Ibarra, Jr., C.P.A., JD                     Certified Public Accountants
                                            Members of the American Institute of
                                                    Certified Public Accountants
                                              Registered with the Public Company
                                                      Accounting Oversight Board

To 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, 2004 and 2003 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, 2004. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our 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,
2004 and 2003, 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, 2004 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 2e, 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. Ibarra
----------------------------------
ARMANDO C. IBARRA, C.P.A. - APC

December 28, 2005
Chula Vista, California

                      371 "E" Street, Chula Vista, CA 91910
Tel: (619) 422-1348                                          Fax: (619) 422-1465
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                                 Balance Sheets

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

                                     ASSETS

                                                        As of          As of
                                                     November 30,   November 30,
                                                         2004           2003
                                                     ------------   ------------

CURRENT ASSETS
  Cash                                                $       49     $       49
  Accounts receivable                                     89,967        143,967
  Loan receivable - (related parties)                    205,293        191,576
                                                      ----------     ----------
    Total Current Assets                                 295,309        335,592

NET PROPERTY & EQUIPMENT                                  13,868         24,268

OTHER ASSETS
  Investment in other companies (see note 10)             90,628        129,478
                                                      ----------     ----------
    Total Other Assets                                    90,628        129,478
                                                      ----------     ----------
           TOTAL ASSETS                               $  399,805     $  489,338
                                                      ==========     ==========

                      See Notes to the Financial Statements


                                       2
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                  As of           As of
                                                               November 30,    November 30,
                                                                   2004            2003
                                                               ------------    ------------
<S>                                                             <C>             <C>
CURRENT LIABILITIES
   Accounts payable                                             $   39,183      $   34,683
   Notes payable                                                   559,739         633,812
   Notes payable - (related party)                                 110,123         117,120
                                                                ----------      ----------
     Total Current Liabilities                                     709,045         785,615

TOTAL LIABILITIES                                                  709,045         785,615

STOCKHOLDERS' EQUITY
   Common stock ($0.0001 par value, 70,000,000 shares
      authorized: 48,265,500 shares issued and  outstanding
      as of November 30, 2004 and 2003)                              4,827           4,827
   Additional paid-in capital                                      627,402         627,402
   Deficit accumulated during the development stage               (941,469)       (928,506)
                                                                ----------      ----------
     Total Stockholders' Equity                                   (309,240)       (296,277)

                                                                ----------      ----------
TOTAL LIABILITIES
       & STOCKHOLDERS' EQUITY                                   $  399,805      $  489,338
                                                                ==========      ==========
</TABLE>

                      See Notes to the Financial Statements


                                       3
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   November 2, 1998
                                                                                                     (inception)
                                                              Year Ended          Year Ended           through
                                                             November 30,        November 30,        November 30,
                                                                 2004                2003                2004
                                                            --------------      --------------     ----------------
<S>                                                         <C>                 <C>                     <C>
REVENUES
   Consulting income                                        $           --      $       72,093             944,811
                                                            --------------      --------------      --------------
Total Revenues                                                          --              72,093             944,811
Costs of revenues                                                       --             (30,304)           (603,063)
                                                            --------------      --------------      --------------

GROSS PROFIT                                                            --              41,789             341,748

OPERATING COSTS
   Bad debt expense                                                     --                  --              98,377
   Licensing rights                                                     --             700,000             700,000
   Depreciation expense                                             10,400              10,400              59,406
   Marketing expense                                                    --             137,500             236,266
   Professional fees                                                 4,500              19,600             133,924
   Administrative expense                                           40,000              15,587             160,478
                                                            --------------      --------------      --------------
Total Operating Costs                                               54,900             883,087           1,388,451

                                                            --------------      --------------      --------------
OPERATING INCOME (LOSS)                                            (54,900)           (841,298)         (1,046,703)

OTHER INCOME & (EXPENSES)

   Interest income                                                  13,717              14,243              68,099
   Other income                                                         --              69,479              69,479
   Write-down of leasehold improvements                                 --                  --              (2,663)
   Write-up/(down) of notes receivable, related parties                 --              81,435              11,435
   Gain on sale of investment                                       81,150                  --              81,150
   Interest expense                                                (52,930)            (39,762)           (122,266)
                                                            --------------      --------------      --------------
Total Other Income & (Expenses)                                     41,937             125,395             105,234

                                                            --------------      --------------      --------------
INCOME (LOSS)  BEFORE TAXES                                        (12,963)           (715,903)           (941,469)

INCOME TAX (PROVISION) BENEFIT                                          --
                                                            --------------      --------------      --------------
NET INCOME  (LOSS) AFTER TAXES                              $      (12,963)     $     (715,903)           (941,469)
                                                            ==============      ==============      ==============

BASIC EARNINGS (LOSS) PER SHARE                             $        (0.00)     $        (0.02)
                                                            ==============      ==============

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                      48,265,500          47,708,625
                                                            ==============      ==============
</TABLE>

                      See Notes to the Financial Statements


                                       4
<PAGE>

                              SWORD COMP-SOFT CORP.
                         (A Development Stage Company.)
                       Statements of Stockholders' Equity
           From November 2, 1998 (inception) through November 30, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           Deficit
                                                                             Additional      Stock       Accumulated
                                                 Common         Common        Paid-in     Subscription    During the      Total
                                                 Shares         Stock         Capital      Receivable    Development
                                                                                                            Stage
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>            <C>           <C>            <C>
Balance, November 30, 1998                              --    $        --   $        --    $        --   $        --    $        --

Stock issued on April 30, 2000
for cash                                        10,400,000          1,040       258,961       (103,739)                     156,262

Stock issued on April 30, 2000
for settlement of equipment purchase               600,000             60        14,940                                      15,000

Stock issued May 29, 2000 in exchange for
5,000,000 shares of Millenia Hope, Inc          35,700,000          3,570       125,908                                     129,478

May 31, 2000 - collection on subscription                                                       20,408                       20,408

June 30, 2000 - collection on subscription                                                      83,331                       83,331

Net 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)       335,248
-----------------------------------------------------------------------------------------------------------------------------------
Stock 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)       333,569
-----------------------------------------------------------------------------------------------------------------------------------

Stock issued December 5, 2001 in exchange
for payment of consulting fees                      82,500              8        16,492                                      16,500

Stock issued May 13, 2002 in exchange
for professional fees                              205,200             21        51,354                                      51,375

September 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                                       2,000

November 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)       261,751
-----------------------------------------------------------------------------------------------------------------------------------

Rounding                                               300

Stock issued December 1, 2002 in exchange
for marketing expense                              250,000             25        24,975                                      25,000

February 28, 2003 collection on subscription                                                    23,750                       23,750

May 31, 2003 collection on subscription                                                         23,750                       23,750

August 31, 2003 collection on subscription                                                      23,750                       23,750

Stock issued October 20, 2003 in exchange
for marketing expense                              350,000             35        17,465                                      17,500

Stock issued October 20, 2003 in exchange
for notes payable                                  257,500             26        12,849                                      12,875

November 30, 2003 collection on subscription                                                    31,250                       31,250

Net 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)
===================================================================================================================================
</TABLE>

See Notes to the Financial Statements


                                       5
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                            Statements of Cash Flows

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

<TABLE>
<CAPTION>
                                                                                              November 2, 1998
                                                                                                (inception)
                                                             Year Ended        Year Ended         through
                                                            November 30,      November 30,      November 30,
                                                                2004              2003              2004
                                                            ------------      ------------    ----------------
<S>                                                         <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

      Net income (loss)                                     $    (12,963)     $   (715,903)     $   (941,469)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
      Depreciation expense                                        10,400            10,400            59,406
      Common stock issued for services                                --            42,500           112,375
      Write-down of leasehold improvements                            --                --             2,663
      Write-down of notes receivable                                  --           (81,435)          (11,435)
      Accrued interest expense - note payable                     52,930            38,045           120,549
      Accrued interest income - notes receivable                 (13,717)          (12,533)          (66,389)
  Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                   54,000           (92,170)          (89,967)
     (Increase) decrease in notes receivable                          --                --          (309,016)
      Increase (decrease) in accounts payable                      4,500           (13,172)           39,183
                                                            ------------      ------------      ------------
     Net Cash Provided by (Used in) Operating Activities          95,150          (824,268)       (1,084,100)

CASH FLOWS FROM INVESTING ACTIVITIES

      Net sale (purchase) of fixed assets                             --                --           (60,937)
                                                            ------------      ------------      ------------

     Net Cash Provided by (Used in) Investing Activities              --                --           (60,937)

CASH FLOWS FROM FINANCING ACTIVITIES

     Bank indebtness                                                  --            (4,370)               --
     Issuance of common stock                                         --                --           156,262
     Payment of common stock subscription receivable                  --           102,500           206,239
                                                                  38,850                              38,850
     Proceeds from notes payable                                (134,000)          726,187           743,737
                                                            ------------      ------------      ------------

     Net Cash Provided by (Used in) Financing Activities         (95,150)          824,317         1,145,088
                                                            ------------      ------------      ------------

    Net Increase (Decrease) in Cash                                   --                49                49

    Cash at Beginning of Year                                         49                --                --
                                                            ------------      ------------      ------------

    Cash at End of Year                                     $         49      $         49      $         49
                                                            ============      ============      ============

    Supplemental  Cash Flow Disclosures:

    Cash paid during period for interest                    $     52,930      $     12,489
                                                            ============      ============
    Cash paid during period for taxes                       $         --      $         --
                                                            ============      ============

    Schedule of Non-Cash Activities:

    Common stock issued for services                        $         --      $     69,785
                                                            ============      ============
</TABLE>

                      See Notes to the Financial Statements


                                       6
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

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.  On March 5, 2003,  the  E-Health  business was sold (see
notes 13 and 14).

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.

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.


                                       7
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

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, 2004.

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.


                                       8
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

i.    Revenue Recognition and Deferred Revenue

The   Company's   revenues   recognized  to  November  30,  2004  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:

      o     Monetary  items - at exchange  rates in effect at the balance  sheet
            date

      o     Non-monetary  item - at  exchange  rates in  effect  o the  dates of
            transactions

      o     Revenue and expenses - at average  exchange rate  prevailing  during
            the year.

Gains and losses  arising  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  instrucments  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 measureable.

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  epense 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  proformat  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.


                                       9
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

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.  This  Statement is effective for inventory  costs  incurred  during
fiscal  years  beginning  after June 15, 2005.  Management  does not believe the
adoption  of this  Statement  will  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 does not anticipate  that the  implementation  of this standard will
have a material impact on its financial position,  results of operations or cash
flows.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Shared-Based  Payment ("SFAS 123R).  SFAS 123R requires that  compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include stock options,  restricted stock plans,  performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R are  effective  as of the first  interim  period that begins after June 15,
2005. Accordingly,  the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost in the  financial  statements.
Management is assessing the  implications  of this revised  standard,  which may
materially  impact the  Company's  results of operations in the third quarter of
fiscal year 2005 and thereafter.


                                       10
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS:

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153,  Exchanges of Nonmonetary  Assets,  an amendment of APB Opinion No. 29,
Accounting for Nonmonetary  transactions ("SFAS 153"). This statement amends APB
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  of  exchanges  of
nonmonetary assets that do not have commercial  substance.  Under SFAS 153, if a
nonmonetary  exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.

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 losses of
$12,963 for the year ended  November 30, 2004 and a net loss of $941,469  during
the period from November 2, 1998  (inception)  through  November 30, 2004.  This
condition raises  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.

NOTE 4. NOTES RECEIVABLE

The notes  receivable  are  unsecured,  bear  interest  at 7% per annum and have
specified terms of retirement.  During the 2003 year, management reversed a 2002
write down of notes  receivable as they are now  considered to be collectible in
full.


                                       11
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

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,    November 30,
                                              2004            2003
                                          ------------    ------------
      Computer equipment                  $     72,219    $     72,219
                                          ------------    ------------
                                          $     72,219    $     72,219

      Less Accumulated Depreciation            (58,351)        (47,951)
                                          ------------    ------------
      Net Property and Equipment          $     13,868    $     24,268
                                          ============    ============

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,      November 30,
                                                     2004              2003
                                                 ------------------------------

Net income (loss) from operations                $    (12,963)     $   (715,903)

Basic income / (loss) per share                  $      (0.00)     $      (0.02)
                                                 ==============================

Weighed average number of shares outstanding       48,265,500        47,708,625
                                                 ==============================

NOTE 7. NOTES PAYABLE

Note payable as of November 30, 2004 consist of the following:

      Note payable to Millenia Hope, Inc. unsecured,
      with annual interest rate 7%.                               $ 559,739
                                                                  ---------
                                                                  $ 559,739
                                                                  =========


                                       12
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

NOTE 8. NOTE PAYABLE - RELATED PARTY

      Note payable to a related party, unsecured, with annual
      interest rate of 7%.                                        $ 110,123
                                                                  ---------
                                                                  $ 110,123
                                                                  =========

NOTE 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, 2004 the Company has  significant  operating and capital  losses
carryfoward.  The tax benefits resulting for the purposes have been estimated as
follows:

                                                        November 30, 2004
                                                        -----------------

      Beg. Retained Earnings                              $   (928,506)
      Net Income (Loss) for Year ended 11/30/04                (12,963)
                                                          ------------
      Ending Retained Earnings                            $   (941,469)

      Gross income tax benefit                            $    941,469
      Valuation allowance                                     (941,469)
                                                          ------------
      Net income tax benefit                              $         --
                                                          ============

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 effect 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.


                                       13
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

NOTE 10. INVESTMENTS IN OTHER COMPANIES

At November 30, 2004, the Company held investments in the following companies:

                                      Number of      Value Price         FMV
                                        Shares       At Year End     At Year End
                                      ------------------------------------------

Millenia Hope, Inc.                   3,500,000         0.0259            90,628
                                      ------------------------------------------
               Total                                                  $   90,628
                                      ==========================================

NOTE 11. 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
millennia 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.

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.


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<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

NOTE 11. STOCK TRANSACTIONS (CONTINUED)

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, 2004 the Company had 48,265,500 shares of common stock issued
and outstanding.

NOTE 12. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of November 30, 2004.

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


                                       15
<PAGE>

                              SWORD COMP-SOFT CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             As of November 30, 2004

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 June 30, 2006. 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.

NOTE 14. SUBSEQUENT EVENTS

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,  pursuant to entering  the bottled
water, 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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