U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10QSB

(Mark One)

[X]   Quarterly report under Section 13 or 15(d) of the Securities  Exchange Act
      of 1934 for the quarterly period ended September 30, 2005

[_]   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

      For the transition period from ____________ to ______________

                        Commission file number 000-09489


                               SWISS MEDICA, INC.
                 (Name of Small Business Issuer in Its Charter)


               Delaware                            98-0355519
        (State of Incorporation)        (IRS Employer Identification No.)


                                 53 Yonge Street
                                   Third Floor
                        Toronto, Ontario, Canada M5E 1J3
                    (Address of Principal Executive Offices)


                                 (416) 868-0202
                            Issuer's Telephone Number

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

As of November 4, 2005 the Company had 95,882,917 shares of its par value $0.001
Class A common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

      Yes [_] No [X]

<PAGE>

                               SWISS MEDICA, INC.

                                Table of Contents

PART I. FINANCIAL INFORMATION

      Item 1. Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets: September 30, 2005
                  and December 31, 2004

                  Condensed Consolidated Statements of Losses: Three and
                  Nine Months Ended September 30, 2005 and 2004

                  Condensed Consolidated Statements of Cash Flows: Nine
                  Months Ended September 30, 2005 and 2004

                  Notes to Unaudited Condensed Consolidated Financial
                  Information: September 30, 2005

      Item 2. Management's Discussion and Analysis of Results of Operation
              and Financial Condition

      Item 3. Controls and Procedures

PART II. OTHER INFORMATION

      Item 1. Legal Proceedings

      Item 2. Changes in Securities

      Item 3. Defaults Upon Senior Securities

      Item 4. Submission of Matters to a Vote of Security Holders

      Item 5. Other Information

      Item 6. Exhibits

<PAGE>

Item 1. Financial Statements (Unaudited)

                               SWISS MEDICA, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             September 30,   December 31,
                                                                                 2005            2004
                                                                             ------------    ------------
<S>                                                                          <C>             <C>
                                                                              (Unaudited)
ASSETS:
Cash and cash equivalents                                                    $    208,467    $  1,630,559

Accounts receivable, net of allowance for discounts of $20,840
and $12,763 at September 30, 2005 and December 31, 2004,
respectively                                                                    2,063,183          60,412

Inventories (Note C)                                                            2,834,390         616,585

Prepaid expenses and deposits                                                     313,779          75,497
                                                                             ------------    ------------
Total current assets                                                            5,419,819       2,383,053

Property and equipment:                                                           310,100          54,382

Less: accumulated depreciation                                                     42,538          16,125
                                                                             ------------    ------------
Total property and equipment                                                      267,562          38,257

Other assets:
Intangible assets,  net of accumulated  amortization of $419,943 and
$301,762 at September 30, 2005 and December 31, 2004,
respectively (Note B)                                                             339,806         457,987

Prepaid and other                                                                 141,359          22,798

Goodwill (Note B)                                                                 500,000              --
                                                                             ------------    ------------
Total other assets                                                                981,165         480,785

Total assets                                                                 $  6,668,546    $  2,902,095
                                                                             ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Cash disbursed in excess of available funds                                  $     48,900    $         --
                                                                                                1,751,114
Accounts payable and accrued liabilities (Note G)                               2,184,815

Convertible notes payable (Note D)                                                     --         500,000

Notes payable, current portion (Note D)                                         1,315,200         342,000
                                                                             ------------    ------------

Total current liabilities                                                       3,548,915       2,593,114


Accrued liabilities, long-term portion                                             13,513              --

Stockholders' equity:
Preferred stock, par value $.001 per share;  10,000,000 shares authorized;
none issued at September 30, 2005 and December 31, 2004 (Note E)                       --              --

Class A Common stock, par value $ .001 per share; 200,000,000
shares authorized; 95,582,917 and 66,493,654 shares issued at
September 30, 2005 and December 31, 2004, respectively (Note E)                    95,583          66,494

Class B Common stock, par value $.001 per share; 5,000,000
shares authorized; 2,000,000 shares issued at September 30, 2005
and December 31, 2004 (Note E)                                                      2,000           2,000

Additional paid-in capital                                                     33,544,179      26,628,843

Accumulated deficit                                                           (30,535,644)    (26,388,356)
                                                                             ------------    ------------

Total stockholders' equity                                                      3,106,118         308,981
Total liabilities and stockholders' equity                                   $  6,668,546    $  2,902,095
                                                                             ============    ============
</TABLE>

             See accompanying footnotes to the unaudited condensed
                       consolidated financial information

<PAGE>

                               SWISS MEDICA, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF LOSSES
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       For the three months ended       For the nine months ended
                                               September 30,                 September 30,
                                      ----------------------------    ----------------------------
                                          2005            2004            2005            2004
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
Revenues, net                         $  1,771,137    $    238,616    $  4,281,877    $    268,280

Cost of Sales                              415,030          52,557         874,402          59,214
                                      ------------    ------------    ------------    ------------

Gross Profit                             1,356,107         186,059       3,407,475         209,066
Operating Expenses:

Research and Development                        --              --              --           2,601

Selling, General and Administrative      2,796,769       1,042,348       7,285,743       4,659,513

Depreciation and Amortization               47,867          48,863         144,594         146,588
                                      ------------    ------------    ------------    ------------

Total Operating Expenses                 2,844,636       1,091,211       7,430,337       4,808,702

Loss from Operations                    (1,488,529)       (905,152)     (4,022,862)     (4,599,636)

Interest Expense, net                      (58,170)             --        (124,426)             --

Provision for Income Taxes                      --              --              --              --

Net Loss                              $ (1,546,699)   $   (905,152)   $ (4,147,288)     (4,599,636)
                                      ============    ============    ============    ============
Loss per common share (basic and
assuming dilution)                    $      (0.02)   $      (0.02)   $      (0.05)   $      (0.10)
                                      ============    ============    ============    ============
Weighted average common shares
outstanding                             88,956,096      56,592,527      84,199,598      47,810,571
                                      ------------    ------------    ------------    ------------
</TABLE>

             See accompanying footnotes to the unaudited condensed
                       consolidated financial information

<PAGE>

                               SWISS MEDICA, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               For the nine months ended
                                                                                     September 30,
                                                                              --------------------------
                                                                                  2005          2004
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
Cash flows from operating activities:
Net loss                                                                      $(4,147,288)   $(4,599,636)
Adjustments to reconcile net loss to net cash used in operating activities:

Common stock issued in exchange for services rendered (Note E)                    560,825      2,309,820

Common stock issued in exchange for financing costs (Note E)                       35,900             --
Cancellation of common stock issued in prior year in connection with
acquisition of research and development costs (Note E)                           (167,500)            --

Common stock issued in exchange for expenses paid by shareholders                      --          7,374

Stock warrants issued in exchange for services                                         --        287,500
Amortization of prepaid service fees paid by common
stock                                                                                  --         60,000

Depreciation and amortization                                                     144,594        146,588

Expenses prepaid in prior period                                                   74,933         72,603

(Increase) decrease in accounts receivable                                     (2,002,771)      (129,985)

(Increase) decrease in inventories                                             (2,217,805)      (242,206)

(Increase) decrease in deposits and other assets                                 (331,776)      (151,751)

Increase (decrease) in cash disbursed in excess of available funds                 48,900         (3,102)

Increase (decrease) in accounts payable and accrued liabilities                 1,490,214        164,872
                                                                              -----------    -----------
Net cash used in operating activities                                          (6,511,774)    (2,077,923)

Cash flows from investing activities:

Purchase of property and equipment                                               (255,718)            --
                                                                              -----------    -----------
Net cash used in investing activities                                            (255,718)            --

Cash flows from financing activities:

Proceeds from notes payable (Note D)                                              973,200             --

Proceeds from sale of common stock, net of costs (Note E)                       4,872,200      2,886,500

Proceeds from (repayments to) convertible debentures (Note D)                    (500,000)            --

Proceeds from (repayments to) third party advances                                     --       (126,527)
                                                                              -----------    -----------
Net cash provided by investing activities                                       5,345,400      2,759,973

Net increase (decrease) in cash and cash equivalents                           (1,422,092)       682,050

Cash and cash equivalents at the beginning of the period                        1,630,559          1,471
                                                                              -----------    -----------
Cash and cash equivalents at the end of the period                            $   208,467    $   683,521
                                                                              ===========    ===========
</TABLE>

             See accompanying footnotes to the unaudited condensed
                       consolidated financial information

<PAGE>

                               SWISS MEDICA, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               For the nine months ended
                                                                                     September 30,
                                                                              --------------------------
                                                                                 2005           2004
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
Supplemental Disclosures of Cash Flow Information:
Interest paid in cash                                                         $   124,426    $        --

Income taxes paid in cash                                                              --             --

Issuance of common stock in exchange for services (Note E)                        560,825      2,309,820

Issuance of common stock in exchange for financing expenses (Note E)               35,900             --

Issuance of common stock in exchange for expenses paid by shareholders                 --          7,374

Cancellation of common stock issued in prior year in connection with
acquisition of research and development costs (Note E)                            167,500             --

Issuance of Class A common stock in exchange for previously incurred debt
(Note E)                                                                        1,043,000             --

Issuance of stock warrants in exchange for services (Note F)                           --        287,500

Issuance of common stock in exchange for prepaid services fees                         --         60,000
Amortization of prepaid service fees paid by common
stock                                                                                  --         60,000

Expenses prepaid in prior period                                                   74,933         72,603
Acquisition of ADBSI (Note B):

  Assets acquired                                                                 196,637             --

  Goodwill                                                                        500,000             --

  Common stock issued                                                            (600,000)            --
                                                                              -----------    -----------
  Net cash paid for acquisition                                               $    96,637    $        --
                                                                              ===========    ===========
</TABLE>

             See accompanying footnotes to the unaudited condensed
                       consolidated financial information

<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-QSB.  Accordingly,  they do not include all of the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals) considered  necessary for a fair presentation have been included.  The
results from operations for the three and nine-month  period ended September 30,
2005 are not necessarily  indicative of the results that may be expected for the
year ended December 31, 2005. The unaudited financial  statements should be read
in  conjunction  with the December 31, 2004  financial  statements and footnotes
thereto included in the Company's Annual Report on Form 10-KSB.

Business and Basis of Presentation

Swiss Medica,  Inc.,  formerly  Global Path  Incorporated  (the  "Company")  was
reincorporated  under the laws of the State of Delaware in September  2001.  The
Company is engaged in the business of  marketing  and  distributing  proprietary
bioscience health products, with the focus on chronic ailments.

On March 31, 2005, the Company entered into an Agreement and Plan of Acquisition
(the "Acquisition Agreement") with Anti-Depression BioHealth Solutions,  Inc., a
Florida  corporation  ("ADBSI")  and UTEK  Corporation,  a Delaware  corporation
("UTEK").  All  outstanding  shares of common stock of ADBSI were  exchanged for
2,105,263  restricted  shares  of  Class A  common  stock  of the  Company  in a
transaction accounted for using the purchase method of accounting. As additional
consideration  pursuant to the terms of the Acquisition  Agreement,  the Company
paid UTEK, the sole  shareholder  of ADBSI,  $96,637 in cash. As a result of the
closing  under the  Acquisition  Agreement  on March 31,  2005,  ADBSI  became a
wholly-owned subsidiary of the Company (see Note B).

The consolidated  financial  statements  include the accounts of the Company and
its wholly  owned  subsidiary,  Anti-Depression  BioHealth  Solutions,  Inc. All
significant  inter-company  transactions  and balances  have been  eliminated in
consolidation.

Stock Based Compensation

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has chosen to continue to account
for stock-based  compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related  interpretations.  Accordingly,  compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock at the date of the grant  over the  exercise  price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its  financial  reports for the year ended  December 31, 2004 and has
adopted the interim  disclosure  provisions  for its  financial  reports for the
subsequent periods.  The Company granted an aggregate of 3,431,098 stock options
to employees and directors on January 25, 2005.  The options are  exercisable at
$0.10 per share and shall fully vest over a two-year period as follows: one-half
of the options shall vest after each anniversary of the Optionee's  commencement
of employment  or  consulting  service,  as  applicable;  provided that no stock
options shall vest prior to October 6, 2005 (Note F).


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)

Had compensation  costs for the Company's stock options been determined based on
the fair value at the grant dates for the  awards,  the  Company's  net loss and
losses per share would have been as follows:

<TABLE>
<CAPTION>
                                                                    For the three months ended      For the nine months ended
                                                                           September 30,                    September 30,
                                                                    ---------------------------    ---------------------------
                                                                         2005           2004            2005           2004
                                                                    ------------    -----------    ------------    -----------
<S>                                                                 <C>             <C>            <C>             <C>
Net loss - as reported                                              $ (1,546,698)   $  (905,152)   $ (4,147,288)   $(4,599,636)
Add: Total stock based employee  compensation expense as reported
under intrinsic value method (APB. No. 25)                                    --             --              --             --
Deduct:  Total  stock  based  employee  compensation  expense  as
reported under fair value based method (SFAS No. 123)                         --             --              --             --
Net loss - Pro Forma                                                $ (1,546,698)   $  (905,152)   $ (4,147,288)   $(4,599,636)
                                                                    ============    ===========    ============    ===========
Net loss attributable to common stockholders - Pro forma            $ (1,546,698)   $  (905,152)   $ (4,147,288)   $(4,599,636)
                                                                    ============    ===========    ============    ===========

Basic (and assuming dilution) loss per share - as reported          $      (0.02)   $     (0.02)   $      (0.05)   $     (0.10)
                                                                    ============    ===========    ============    ===========

Basic (and assuming dilution) loss per share - Pro forma            $      (0.02)   $     (0.02)   $      (0.05)   $     (0.10)
                                                                    ============    ===========    ============    ===========
</TABLE>


On December 16, 2004,  the Financial  Accounting  Standards  Board (FASB) issued
FASB  Statement  No.  123R  (revised  2004),  "Share-Based  Payment"  which is a
revision of FASB Statement No. 123,  "Accounting for Stock-Based  Compensation".
Statement 123R  supersedes APB opinion No. 25,  "Accounting  for Stock Issued to
Employees",  and amends  FASB  Statement  No.  95,  "Statement  of Cash  Flows".
Generally,  the approach in Statement 123R is similar to the approach  described
in Statement 123. However,  Statement 123R requires all share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
income statement based on their fair values.  Pro-forma  disclosure is no longer
an  alternative.  On April 14, 2005,  the SEC amended the effective  date of the
provisions of this  statement.  The effect of this  amendment by the SEC is that
the Company will have to comply with Statement 123R and use the Fair Value based
method of accounting no later than the first quarter of 2006. Management has not
determined the impact that this  statement  will have on Company's  consolidated
financial statements.

Revenue Recognition

For revenue from product  sales,  the Company  recognizes  revenue in accordance
with Staff Accounting  Bulletin No. 104, Revenue Recognition  ("SAB104"),  which
superseded Staff Accounting  Bulletin No. 101, Revenue  Recognition in Financial
Statements  ("SAB101").  SAB 101 requires  that four basic  criteria must be met
before  revenue can be  recognized:  (1)  persuasive  evidence of an arrangement
exists;  (2)  delivery  has  occurred;  (3)  the  selling  price  is  fixed  and
determinable;  and (4)  collectibility is reasonably  assured.  Determination of
criteria (3) and (4) are based on  management's  judgments  regarding  the fixed
nature of the selling prices of the products delivered and the collectibility of
those  amounts.  Provisions  for discounts  and rebates to customers,  estimated
returns and  allowances,  and other  adjustments  are  provided  for in the same
period the related sales are recorded.  The Company defers any revenue for which
the product has not been  delivered or is subject to refund until such time that
the  Company  and the  customer  jointly  determine  that the  product  has been
delivered or no refund will be required.  SAB 104  incorporates  Emerging Issues
Task Force 00-21 ("EITF 00-21"), Multiple-Deliverable Revenue Arrangements. EITF
00-21  addresses  accounting for  arrangements  that may involve the delivery or
performance of multiple products, services and/or rights to use assets.


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Reclassification

Certain  reclassifications  have been made to conform to prior  periods' data to
the  current  presentation.  These  reclassifications  had no effect on reported
losses.

Advertising

The Company  follows the policy of charging the costs of advertising to expenses
as incurred.  The Company incurred  advertising costs of $1,878,927 and $647,873
for the nine month period ended September 30, 2005 and 2004, respectively.

Concentrations of Credit Risk

Financial  instruments and related items, which potentially  subject the Company
to  concentrations  of credit risk,  consist primarily of cash, cash equivalents
and related party  receivables.  The Company  places its cash and temporary cash
investments with credit quality institutions.  At times, such investments may be
in excess of the FDIC  insurance  limit.  The Company  periodically  reviews its
trade  receivables  in  determining  its  allowance for doubtful  accounts.  The
allowance  for doubtful  accounts was $25,840 and $12,763 at September  30, 2005
and December 31, 2004, respectively.

Loss Per Common Share

The Company  computes  earnings  (losses) per share under  Financial  Accounting
Standard No. 128,  "Earnings Per Share" (SFAS 128). Net loss per common share is
computed by dividing net loss by the weighted average number of shares of common
stock  and  dilutive  common  stock  equivalents  outstanding  during  the year.
Dilutive common stock equivalents  consist of shares issuable upon conversion of
convertible preferred shares and the exercise of the Company's stock options and
warrants  (calculated  using the treasury stock method).  During the nine months
ended September 30, 2005 and 2004,  common stock  equivalents are not considered
in the calculation of the weighted  average number of common shares  outstanding
because they would be anti-dilutive,  thereby decreasing the net loss per common
share.  For the nine  months  ended  September  30,  2005 and  2004,  26,065,773
potential shares and 33,154,925  potential shares,  respectively,  were excluded
from the shares used to calculate  diluted earnings per share as their inclusion
would reduce net loss per share.

NOTE B - BUSINESS COMBINATIONS

General Cosmetics Corporation.

On May 20,  2003  the  Company  acquired  equipment,  nine  patented  bioscience
products and related  intangible assets from General Cosmetics  Corporation.  In
consideration  for the  acquisition of the tangible and intangible  assets,  the
Company issued a total of 6,750,000 shares of restricted common stock. The stock
that was issued in this  transaction  was  valued at 85  percent of its  average
closing price ten days prior to and after May 21, 2003. The cost of the tangible
and intangible  assets acquired is the fair value of the Company's  common stock
issued of  $4,532,627.  In connection  with the  acquisition of the tangible and
intangible assets,  the Company acquired  $3,724,125 of research and development
assets which were charged to operations during the year ended December 31, 2003.

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


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE B - BUSINESS COMBINATIONS (Continued)

General Cosmetics Corporation. (Continued)

The  intangible  assets  acquired from General  Cosmetics and carrying  value at
December 31, 2004 are:

<TABLE>
<CAPTION>
                                       Gross                                               Weighted Average
                                     Carrying    Accumulated                  Residual       Amortization
                                      Amount    Amortization        Net         Value       Period (Years)
                                     ---------  ------------     ---------    --------     ----------------
<S>                                  <C>        <C>              <C>          <C>          <C>
Amortizable Intangible Assets:
Patents                              $ 563,250  $   (183,056)    $ 380,194    $     --                  5.0
Customer Mailing Lists                  30,000        (9,750)       20,250          --                  5.0
Trademarks                              45,000       (14,625)       30,375          --                  5.0
Non-compete agreements                 112,500       (91,406)       21,094          --                  2.0
Other                                    9,000        (2,926)        6,074          --                  5.0
                                     ---------  ------------     ---------    --------     ----------------
Total                                $ 759,750  $   (301,763)    $ 457,987    $     --                  4.6
                                     =========  ============     =========    ========     ================
</TABLE>


The  intangible  assets  acquired from General  Cosmetics and carrying  value at
September 30, 2005 are:

<TABLE>
<CAPTION>
                                       Gross                                               Weighted Average
                                     Carrying    Accumulated                  Residual       Amortization
                                      Amount    Amortization        Net         Value       Period (Years)
                                     ---------  ------------     ---------    --------     ----------------
<S>                                  <C>        <C>              <C>          <C>          <C>
Amortizable Intangible Assets:
Patents                              $ 563,250     $(267,544)     $295,706    $     --                  5.0
Customer Mailing Lists                  30,000       (14,250)       15,750          --                  5.0
Trademarks                              45,000       (21,375)       23,625          --                  5.0
Non-compete agreements                 112,500      (112,500)           --          --                  2.0
Other                                    9,000        (4,275)        4,725          --                  5.0
                                     ---------  ------------     ---------    --------     ----------------
Total                                $ 759,750  $   (419,944)    $ 339,806    $     --                  4.6
                                     =========  =============    =========    ========     ================
</TABLE>


Total  amortization  expense  charged to  operations  for the nine month periods
ended September 30, 2005 and 2004 were $118,181 and $139,276, respectively.

Estimated amortization expense as of September 30, 2005 is as follows:

       Fiscal year 2005                         $     32,362
       Fiscal year 2006                              129,450
       Fiscal year 2007                              129,450
       Fiscal year 2008                               48,544
                                                ------------
       Total                                    $    339,806
                                                ============


Anti-Depression BioHealth Solutions, Inc.

On March 31, 2005, Swiss Medica,  Inc., a Delaware  corporation (the "Company"),
Anti-Depression  BioHealth Solutions,  Inc., a Florida corporation ("ADBSI") and
UTEK Corporation,  a Delaware corporation ("UTEK") entered into an Agreement and
Plan of Acquisition (the "Acquisition Agreement").  The acquisition of ADBSI was
completed pursuant to the terms of the Acquisition Agreement and closed on March
31, 2005.  All  outstanding  shares of common stock of ADBSI were  exchanged for
2,105,263  restricted  shares  of  Class A  common  stock  of the  Company  in a
transaction accounted for using the purchase method of accounting. As additional
consideration  pursuant to the terms of the Acquisition  Agreement,  the Company
paid UTEK, the sole  shareholder  of ADBSI,  $96,637 in cash. As a result of the
closing under the Acquisition Agreement,  ADBSI became a wholly-owned subsidiary
of the Company.


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE B - BUSINESS COMBINATIONS (Continued)

The following summarizes the acquisition of ADBSI:

Anti-Depression BioHealth Solutions, Inc. (Continued)

Issuance of 2,105,263 shares of common stock (Note E)         $   (600,000)
Assets acquired                                                    196,637
Goodwill                                                           500,000
                                                              ------------
Cash paid                                                     $     96,637
                                                              ============


The  Company  valued  the common  stock  issued to the UTEK at $0.285 per share,
which  approximated  the fair value of the Company's common stock at the date of
acquisition.  The Company has  recorded  the  carryover  basis of the net assets
acquired,  which  did not  differ  materially  from  their  fair  value  and its
operating  results have been  included in the Company's  consolidated  financial
statements  since the date of purchase.  The Company  believes  the  acquisition
resulted  in the  recognition  of  goodwill  primarily  because of its  industry
position,  management  strength  and  potential  to  serve  as  a  platform  for
consolidation.

Option  Agreement:  On March  31,  2005,  in  connection  with  the  Acquisition
Agreement,  ADBSI obtained a 48-month  exclusive  option to acquire an exclusive
license  to  Nutraceutical  intellectual  property  and  products  developed  or
manufactured  using  the  Nutraceutical  intellectual  property  from  Back  Bay
Scientific,  Inc., a Delaware  corporation ("Back Bay") pursuant to the terms of
the Option Agreement. ADBSI may exercise this option after receipt of Back Bay's
notice of completion of the development of Nutraceutical  intellectual  property
or related  products,  or upon  termination  of an  existing  license  agreement
relating to the Nutraceutical technology. In consideration for the Option, ADBSI
agreed to pay Back Bay  $60,000 in four equal  payments  of  $15,000.  The first
payment  was made  upon  the  effectiveness  of the  Option  Agreement,  and the
remaining  three  payments  are due on the first,  second and third  anniversary
dates  of the  Option  Agreement.  ADBSI  has  already  paid the  first  $15,000
installment.

License  Agreement:  ADBSI's assets include an exclusive license to, among other
things,  develop and market patented and proprietary PMS Escape product pursuant
to the Patent License Agreement.  This  royalty-bearing  exclusive license gives
ADBSI rights to use,  manufacture  and  distribute the PMS Escape product or any
other product  developed from certain patent rights  licensed to Back Bay in the
United States and Canada.  This agreement also gives ADBSI the rights to use all
intellectual  property  related to PMS  Escape,  except the  patent  rights,  in
connection with the marketing,  sale and  distribution of the product.  Upon the
execution of this agreement, ADBSI agrees to pay a one-time,  non-refundable fee
of  $125,000  to Back Bay and to prepay for Back Bay's  finished  PMS Escape and
packaging inventory. The $125,000 fee was paid on ADBSI's behalf by UTEK.

Prepaid  Expense:  ADBSI also entered into a Consulting  Agreement with Back Bay
and its  principals on March 31, 2005.  Pursuant to the terms of the  Consulting
Agreement,  Back Bay's principals will provide  consulting  services relating to
PMS Escape and other  products to which ADBSI  obtains  rights  under the Patent
License Agreement. The initial term of the Consulting Agreement expires on April
1, 2009 and automatically renews for additional one-year terms. In consideration
for the  Consulting  Agreement,  ADBSI  agreed to pay Back Bay  $200,000 in four
equal payments of $50,000.  The first payment was made upon the effectiveness of
the Consulting Agreement, and the remaining three payments are due on the first,
second and third anniversary dates of the Consulting Agreement.

NOTE C - INVENTORIES

Inventories  are stated at the lower of cost or market price  determined  by the
first-in,  first-out (FIFO) method.  Inventories  primarily  consist of cosmetic
oils and packaging materials. Components of inventories as of September 30, 2005
and December 31, 2004 are as follows:


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE C - INVENTORIES (Continued)

                                      September 30, 2005     December 31, 2004
                                      ------------------     -----------------
         Raw Materials                      $  1,000,937             $ 172,652
         Finished Goods                        1,833,453               443,933
                                            ------------             ---------
                                            $  2,834,390             $ 616,585
                                            ============             =========


NOTE D - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

A summary of notes payable and convertible promissory notes payable at September
30, 2005 and December 31, 2004 is as follows:

<TABLE>
<CAPTION>
                                                              September 30, 2005     December 31, 2004
                                                              ------------------     -----------------
<S>                                                           <C>                    <C>
  Notes payable to Strategic Equity Corp.; interest rate
  24% per annum; interest only payable monthly, maturity
  date is June 5, 2005. (a)                                   $               --     $         237,000
  Notes payable to Strategic Equity Corp.; interest rate
  24% per annum; interest only payable monthly, maturity
  date is December 5, 2005. (b)                                          554,400                    --
  Notes payable to Double U Master Fund.; interest rate
  15% per annum; interest only payable monthly, maturity
  date is December 20, 2005. (c)                                         560,000                    --
  Notes payable to Cigam Trust.; interest rate 18% per
  annum; interest only payable monthly, maturity date is
  in June  2006. (d)                                                      50,000                    --
  Notes payable to G. Feldbaum.; interest rate 18% per
  annum; interest only payable monthly, maturity date is
  in June  2006. (d)                                                      50,000                    --
  Notes payable to Goulet.; interest rate 20% per annum;
  interest only payable monthly, maturity date is in
  February  2006. (f)                                                     84,000                    --
  Demand notes payable other; interest rate 18% per annum;
  interest only payable monthly. (g)                                      16,800                    --
  Notes payable to Strategic Equity Corp.; non-interest
  bearing, with $59,167 of principal due and payable on or
  before January 5, 2005, $9,167 on or before February 5,
  2005, $9,167 on or before March 5, 2005, $9,167 on or
  before April 5, 2005, $9,167 on or before May 5, 2005,
  and $9,165 on or before June 5, 2005 (a)                                    --               105,000
  Convertible notes payable to Highgate House, LP and
  Montgomery Equity Partners, LP; interest at 7% per
  annum, with a maturity date of 210 days from the
  issuance ("Maturity Date"). The Company granted the
  noteholder a security interest in substantially all of
  the Company's assets and intellectual property and
  registration rights. (e)                                                    --               500,000
                                                              ------------------     -----------------
  Total                                                                1,315,200               842,000
  Less: current portion                                               (1,315,200)             (842,000)
                                                              ------------------     -----------------
  Long term portion                                           $               --     $              --
                                                              ==================     =================
</TABLE>


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE D - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Continued)

      a)    Notes Payable: In December 2004, the Company entered into a Security
            Agreement   and   Security   Agreement   Amendment   (together   the
            "Agreement")  with Strategic Equity Corp.  ("Strategic  Equity") for
            the sum of $600,000  Canadian Dollar (CAD)  (approximately  $472,000
            USD) of loans,  in two equal  installments of $300,000 CAD ($237,000
            USD) with the first installment being delivered to the Company on or
            before December 7, 2004, and the second  installment being delivered
            to the  Company  on or before  January 3,  2005,  and an  additional
            $105,000 USD of loan proceeds  being  delivered to the Company on or
            before  December  7, 2004.  Pursuant to the  Agreement,  the Company
            issued to  Strategic  Equity  warrants to purchase an  aggregate  of
            350,000  shares of the  Company's  Class A common stock at $0.42 per
            share,  exercisable  at any time after the  issuance and expiring on
            the day prior to the 5th  anniversary  of the warrant issue date. As
            of March 31, 2005, the Company has issued to Strategic  Equity three
            promissory  notes, two in the amount of $300,000 CAD  (approximately
            $237,000 USD) and the third in the amount of $105,000 USD. The first
            two promissory notes in the amount of $300,000 CAD each are interest
            only  payable  monthly at 24% per annum with the  maturity  dates on
            June 5, 2005. The  promissory  note in the amount of $105,000 USD is
            non-interest  bearing, with $27,499 of principal due as at March 31,
            2005 and  subsequent  payments of $9,167 on or before April 5, 2005,
            $9,167 on or before  May 5, 2005,  and  $9,165 on or before  June 5,
            2005.  The  promissory  notes are secured by the  Company's  assets.
            These  notes  were  cancelled  on June 5, 2005 and the  Company  and
            Strategic Equity Corp. entered into new note agreements as described
            in item (b).

      b)    Notes Payable:  On June 6, 2005, the Company entered into a Security
            Agreement   and   Security   Agreement   Amendment   (together   the
            "Agreement")  with Strategic Equity Corp.  ("Strategic  Equity") for
            the sum of $660,000  Canadian Dollar (CAD)  (approximately  $534,600
            USD)  being  delivered  to the  Company  on or before  June 6, 2005.
            Pursuant to the Agreement,  the Company  issued to Strategic  Equity
            100,000  shares of the  Company's  Class A common  stock,  valued at
            $0.30 per  share.  Financing  expense  of  $30,000  was  charged  to
            operations  during the period  ended June 30, 2005.  The  promissory
            note in the amount of $660,000 CAD is interest only payable  monthly
            at 24% per annum with the  maturity  dates on December 5, 2005.  The
            promissory   note  is  secured  by  the  Company's   trade  accounts
            receivable.

      c)    Notes Payable: On June 21, 2005, the Company entered into a Security
            Agreement   and   Security   Agreement   Amendment   (together   the
            "Agreement") with Double U Master Fund for the sum of $560,000 being
            delivered to the Company on or before June 21, 2005. Pursuant to the
            Agreement,  the Company  issued to Double U Master Fund  warrants to
            purchase an aggregate  of 500,000  shares of the  Company's  Class A
            common stock at $0.40 per share,  exercisable  at any time after the
            issuance and expiring on the day prior to the 5th anniversary of the
            warrant  issue date (Note F). The  promissory  note in the amount of
            $560,000 is interest only payable  monthly at 15% per annum with the
            maturity dates on December 20, 2005. The promissory  note is secured
            by the Company's inventory and trade accounts receivable.

      d)    Notes  Payable:  On June 10 and June 13, 2005,  the Company  entered
            into an Agreement  with each of Cigham Trust and G. Feldbaum for the
            sum of $50,000  being  delivered to the Company on or before June 10
            and June 13,  2005  respectively.  Pursuant  to the  Agreement,  the
            Company issued to each of Cigham and Feldbaum,  10,000 shares of the
            Company's  Class A common  stock at  approximately  $0.30 per share.
            Financing  expense of $5,900 was  charged to  operations  during the
            period ended  September 30, 2005. The  promissory  notes each in the
            amount of $50,000 is interest only payable  monthly at 15% per annum
            with  the  maturity  dates  on  June  9,  2006  and  June  12,  2006
            respectively.


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE D - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Continued)

      e)    Convertible Notes Payable: On December 23, 2004, the Company entered
            into  a  Securities  Purchase  Agreement  with  Highgate  House,  LP
            ("Highgate")  and Montgomery  Equity  Partners,  LP  ("Montgomery").
            Pursuant to the Securities  Purchase  Agreement,  the Company was to
            issue  convertible-redeemable  debentures to Highgate and Montgomery
            in the original  principal amount of $1,000,000,  collectively.  The
            $1,000,000 was to be disbursed as follows: $500,000 was disbursed on
            December  28, 2004 (the "First  Traunche")  and  $500,000  was to be
            disbursed within five days of the filing of a registration statement
            related to the shares  issuable upon  conversion of the  convertible
            debentures ("Second Traunche").  Pursuant to the Securities Purchase
            Agreement,  Highgate and Montgomery each received 250,000  warrants.
            As of  December  31,  2004,  immediately  after the  issuance of the
            convertible  notes payable,  the Company's  management  approved the
            termination  of  Securities  Purchase  Agreement  with  Highgate and
            Montgomery,  and a  Termination  Agreement was finalized and entered
            into on January 19,  2005.  At December  31,  2004,  the Company had
            accrued  $125,000  of  financing  charges  in  connection  with  the
            redemption  of the  convertible  debentures.  The  Company  also has
            included in its  accrued  liabilities  the 250,000  shares of common
            stock to be issued, valued at the fair market value of the Company's
            common  stock at the  date the  management  proved  the  Termination
            Agreement.   The  Securities   Purchase  Agreement  was  accordingly
            terminated  without the Second Traunche being funded,  and the First
            Traunche has been  redeemed for  $625,000  plus accrued  interest in
            January 2005. The 250,000 shares of common stock were also issued in
            January 2005.  The Company  accounted for the above note payable and
            stock purchase rights in accordance with APB No. 14, "Accounting for
            Convertible Debt and Debt Issued with Stock Purchase Warrants" ("APB
            14"). The conversion  price exceeded the fair value of the company's
            common  stock  at  the  time  the  conversion  option  was  granted.
            Accordingly,  there was no imbedded beneficial conversion feature in
            connection with the issuance of the convertible debentures.

      f)    Notes  Payable:  On August 3,  2005,  the  Company  entered  into an
            Agreement   for  the  sum  of   $100,000   Canadian   Dollar   (CAD)
            (approximately  $84,000  USD) being  delivered  to the Company on or
            before  August  3, 2005  respectively.  The  promissory  note in the
            amount of $100,000 (CAD) is interest only payable monthly at 20% per
            annum with the maturity date on February 3, 2006.

      g)    Demand Note: On July 5, 2005, the Company  entered into an Agreement
            for the sum of $20,000 Canadian Dollar (CAD) (approximately  $16,800
            USD)  being  delivered  to the  Company  on or  before  July 5, 2005
            respectively.  The promissory note in the amount of $20,000 (CAD) is
            interest  only  payable  monthly  at 18% per  annum  and is due upon
            demand.

NOTE E - CAPITAL STOCK

At September 30, 2005, the Company was authorized to issue 10,000,000  shares of
preferred  stock with par value $.001 per share,  200,000,000  shares of Class A
common stock with par value of $.001 per share,  and 5,000,000 shares of Class B
common  stock with par value $.001 per share.  On June 27, 2005,  the  Company's
Board of Directors and Shareholders  approved  resolutions to increase the total
number of  authorized  shares of the Company's  capital  stock from  160,000,000
shares to 215,000,000  shares as follows:  (1) increase the authorized number of
shares of Class A Common Stock from 100,000,000 shares to 200,000,000 shares and
(2) to decrease  the  authorized  number of shares of Class B Common  Stock from
50,000,000  shares to 5,000,000  shares.  Authorized  share for preferred shares
were kept unchanged at 10,000,000 shares of preferred stock with par value $.001
per share.  As of September  30, 2005 and December 31, 2004,  the Company has no
preferred  stock  issued  and  outstanding.   The  Company  has  95,582,917  and
66,493,654  shares of Class A common stock issued and  outstanding  at September
30, 2005 and December 31,  2004,  respectively.  The Company also has issued and
outstanding  2,000,000  shares of Class B common stock at September 30, 2005 and
December 31, 2004.


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE E - CAPITAL STOCK (Continued)

During the  nine-month  period ended  September 30, 2005,  the Company issued an
aggregate  of  2,657,500  shares  of  Class A  common  stock  to  attorneys  and
consultants for services  rendered in the amount of $560,825.  All valuations of
common  stock  issued for  services  were  based upon the value of the  services
rendered,  which did not differ  materially from the fair value of the Company's
common stock during the period the services were rendered. The Company issued an
aggregate of 3,900,000 shares of Class A common stock in exchange for $1,043,000
of accrued liabilities.  The Company issued an aggregate of 20,556,500 shares of
Class A common  stock in exchange for  warrants  exercised  (Note F) at $0.16 to
$0.30 per share for total gross  proceeds of  $4,872,200.  The Company issued an
aggregate of 120,000 shares of common stock in exchange for financing expense of
$35,900  (Note D).  Additionally,  the Company  issued an aggregate of 2,105,263
shares of Class A common stock valued at $600,000 in connection with acquisition
of ADBSI (Note B). The Company canceled 250,000 shares of common stock issued in
prior year in  exchange  for  research  and  development  costs in the amount of
$167,500.

In June  2005,  the  Company  entered  into a Class B  Common  Stock  Conversion
Agreement (the "Agreement") with its Chief Executive Officer ("Holder").  Holder
is the only holder of shares of Company's  Class B common  stock.  The Agreement
provides that upon the occurrence of certain  events,  the Company shall convert
shares of its Class B common  stock into shares of its Class A common stock at a
ratio of five (5) Class A shares  for every one Class B share.  As of  September
30, 2005, the conversion has not occurred.

NOTE F - STOCK OPTIONS AND WARRANTS

Employee Stock Options

The following table summarizes the changes in stock options  outstanding and the
related prices for the shares of the Company's  common stock issued to employees
and  directors,  provided  that no stock  options shall vest prior to October 6,
2005.

<TABLE>
<CAPTION>
                                 Options Outstanding                                Options Exercisable
                       -------------------------------------                   ----------------------------
                                          Weighted Average        Weighted                      Weighted
                          Number       Remaining Contractual      Average         Number        Average
   Exercise Prices     Outstanding          Life (Years)       Exercise Price  Exercisable   Exercise Price
   ---------------     -----------     ---------------------   --------------  -----------   --------------
<S>                    <C>             <C>                     <C>             <C>           <C>
       $ 0.10            3,431,098                  4.32       $         0.10           --   $           --
                       ===========     =====================   ==============  ===========   ==============
</TABLE>


Transactions  involving  stock  options  issued to employees  and  directors are
summarized as follows:

                                                            Weighted Average
                                    Number of Options       Price Per Share
                                    -----------------       ---------------
Outstanding at December 31, 2003                   --       $            --
   Granted                                         --                    --
   Exercised                                       --                    --
   Canceled or expired                             --                    --
                                    -----------------       ---------------
Outstanding at December 31, 2004                   --       $            --
   Granted                                  3,431,098                  0.10
   Exercised                                       --                    --
   Canceled or expired                             --                    --
                                    -----------------       ---------------
Outstanding at September 30, 2005           3,431,098       $          0.10
                                    =================       ===============


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE F - STOCK OPTIONS AND WARRANTS (Continued)

Warrants

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  prices  for the  shares of the  Company's  common  stock  issued to the
Company consultants and investors.  Each warrant is to purchase one share of the
Company's Class A common stock.

<TABLE>
<CAPTION>
                            Warrants Outstanding                                     Warrants Exercisable
---------------------------------------------------------------------------------------------------------------
                                           Weighted
                                           Average
                                          Remaining                                                 Weighted
                            Number       Contractual      Weighted Average        Number            Average
   Exercise Prices       Outstanding     Life (Years)      Exercise Price       Exercisable      Exercise Price
---------------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>              <C>                   <C>              <C>
 $          75.00               8,675            1.26     $          75.00            8,675      $        75.00
 $           0.42             350,000            4.18     $           0.42          350,000      $         0.42
 $           0.20           6,651,000            1.65     $           0.20        6,651,000      $         0.20
 $           0.30           5,625,000            1.50     $           0.30        5,625,000      $         0.30
                         ------------    ------------     ----------------      -----------      --------------
                           12,634,675            1.65     $           0.30       12,634,675      $         0.30
---------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                                               Weighted Average
                                        Number of Warrants      Price Per Share
                                        ------------------     ----------------
Outstanding at December 31, 2002                     8,675     $          75.00
   Granted                                         200,000                 0.60
   Exercised                                            --                   --
   Cancelled or expired                                 --                   --
                                        ------------------     ----------------
Outstanding at December 31, 2003                   208,675     $           3.69
   Granted                                      31,796,250                 0.30
   Exercised                                    (4,673,750)                0.24
   Cancelled or expired                                 --                   --
                                        ------------------     ----------------
Outstanding at December 31, 2004                27,331,175     $           0.34
   Granted (Note D)                              6,125,000                 0.31
   Exercised (Note E)                          (20,556,500)                0.24
   Cancelled or expired                           (265,000)                0.25
                                        ------------------     ----------------
Outstanding at September 30, 2005               12,634,675     $           0.30
                                        ==================     ================


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE F - STOCK OPTIONS AND WARRANTS (Continued)

Warrants (Continued)

The Company did not grant  compensatory  warrants  to  non-employees  during the
period ended  September 30, 2005.  The warrants  granted during the period ended
September  30,  2005 were in  connection  with  debt  financing  (Note  D).  The
weighted-average fair value of warrants granted to consultants during the period
ended 2004 and the  weighted-average  significant  assumptions used to determine
those fair values,  using a  Black-Scholes  option pricing model are as follows:
contractual  terms of 2 to 4 years, an average risk free interest rate of 2.25%,
a dividend yield of 0%, and volatility of 33%. The amount of the expense charged
to operations  in connection  with granting the warrants was $0 and $287,500 for
the period ended September 30, 2005 and 2004, respectively.

NOTE G - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued  liabilities at September 30, 2005 and December 31,
2004 are as follows:

                                        September 30, 2005     December 31, 2004
                                        ------------------     -----------------
      Accounts payable                  $        2,135,898     $         529,694
      Other accrued expenses                        48,917             1,191,420
      Litigation                                        --                30,000
                                        ------------------     -----------------
            Total                       $        2,184,815     $       1,751,114
                                        ==================     =================


NOTE H - MAJOR CUSTOMERS AND VENDORS

Revenue from four major customers, which accounted for greater than 10% of total
sales,  approximated  $3,337,000  or 78% of  sales  for the  nine  months  ended
September  30,  2005.  Total  accounts  receivable  due from  these  four  major
customers is  approximately  $1,811,000 or 87% of total  accounts  receivable at
September  30,  2005.  Revenue from two major  customers,  which  accounted  for
greater than 10% of total sales, approximately $197,000, or 74% of sales for the
nine months ended  September 30, 2004.  The total  accounts  receivable due from
these two major customers was approximately  $197,000,  or 85% of total accounts
receivable at September 30, 2004.

Total purchases from three major suppliers,  each accounted for greater than 10%
of total  purchase,  approximated  $1,523,000  or 66% of purchases  for the nine
months ended September 30, 2005. Total accounts payable due to these three major
suppliers  is  approximately  $233,000  or  11% of  total  accounts  payable  at
September 30, 2005.


<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE I - COMMITMENTS AND CONTINGENCIES

Commitments

On March 31, 2005, in connection with the Acquisition Agreement,  ADBSI obtained
a 48-month exclusive option ("Option Agreement") to acquire an exclusive license
to Nutraceutical  intellectual  property and products  developed or manufactured
using the  Nutraceutical  intellectual  property from Back Bay  Scientific,  Inc
(Note B). In consideration for the option,  ADBSI agreed to pay Back Bay $60,000
in four  equal  payments  of  $15,000.  The  first  payment  was  made  upon the
effectiveness of the Option Agreement on March 31, 2005, and the remaining three
payments are due on the first,  second and third anniversary dates of the Option
Agreement.

On March 31, 2005,  ADBSI entered into a Consulting  Agreement with Back Bay and
its principals (Note B). In consideration  for the Consulting  Agreement,  ADBSI
agreed to pay Back Bay  $200,000 in four equal  payments  of $50,000.  The first
payment was made upon the effectiveness of the Consulting Agreement on March 31,
2005, and the remaining  three  payments are due on the first,  second and third
anniversary dates of the Consulting Agreement.

On February 8, 2005 the Company  entered into an agreement with UPS Supply Chain
Solutions  to handle  warehousing  and  distribution  services  on behalf of the
Company,  for the  warehousing  and  distribution  of its  products  from  three
strategically  located  warehouses  in the U.S.  On February 8, 2005 the Company
issued an irrevocable letter of credit in the amount of $150,000 in favor of UPS
Supply Chain Solutions as security for these services to be rendered.

On July 15, 2005 the Company entered into a license  agreement with the National
Fibromyalgia  Association  ("NFA") for the right to use NFA's Seal of  Approval.
Swiss Medica shall pay to NFA a licensing  contribution  equal to $0.25 for each
package of 'one ounce' or 'twenty pack' 'O24 Fibromyalgia'  product sold and for
which Swiss  Medica  collects  payment.  The minimum  monthly  payment  shall be
$10,000 under the agreement (starting October 2005) with a minimum annual fee of
$200,000.

Item 2.  Management's  Discussion  and  Analysis  of Results of  Operations  and
Financial Condition

The  following  discussion  should  be read in  conjunction  with the  Company's
Financial Statements and Notes thereto, included elsewhere within this Report.

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

Overview

      Swiss Medica Inc. is a consumer  healthcare  company which  commercializes
proprietary 100% pure bioscience products, or all-natural  compounds,  that have
health promoting,  disease  preventing or medicinal  properties.  The absence of
chemicals in the binding process increases the potential  efficacy levels of the
products.  The company's mission is to be a premier consumer  healthcare company
offering a family of healthy,  clinically-proven  natural  products that relieve
chronic ailments.

      Swiss  Medica's first  patented  product is an  all-natural  essential oil
product  line  called  "O24(TM)  Pain  Neutralizer"  ("O24(TM)")  and  has  been
medically  proven to provide  temporary  relief for minor pains  associated with
arthritis,  backaches  and  other  chronic  pains.  In March,  2005 the  Company
announced the results of the randomized  double blind  clinical trial  conducted
during the fourth quarter of 2004, comparing the Company's O24(TM) pain reliever
against a placebo on patients  suffering from  fibromyalgia.  Fibromyalgia  is a
common and chronic disorder  characterized by widespread  muscle pain,  fatigue,
and multiple tender points. According to the National Fibromyalgia  Association,
"It  is  estimated  that   approximately   3-6%  of  the  U.S.   population  has
fibromyalgia."  Based upon the latest expert estimates,  fibromyalgia may affect
between 8 million and 17 million Americans.


<PAGE>

The study revealed that the group treated with O24(TM) Pain Neutralizer compared
to placebo showed  statistically  significant  improvement  when measured on the
Visual  Analog  Scale  for  pain,"  announced  Dr.  Gordon  Ko,  the Head of the
Fibromyalgia  clinic at the Sunnybrook & Women's Health  Sciences  Centre at the
University  of Toronto  and the Medical  Director  for the  Canadian  Centre for
Integrative Medicine in Markham, Ontario.

            Based on  these  results  of this  medical  study  the  Company  has
developed,  and  successfully  launched  in August  2005,  an O24  product  line
extension specifically for the fibromyalgia market, 'O24 Fibromyalgia(TM)'.

      As  part  of the  launch  of  'O24  Fibromyalgia(TM)',  the  Company  also
announced a strategic  partnership  with the National  Fibromyalgia  Association
(NFA). As part of this strategic partnership,  the non-profit NFA will receive a
percentage of the proceeds from the sale of O24  Fibromyalgia(TM).  This revenue
will directly  benefit people with  fibromyalgia  by supporting the programs and
services of the NFA.

      The  Company  recently  introduced  its second  line of  patented  natural
products for depression related symptoms.  Specifically,  on April 12, 2005, the
Company   announced   the  launch  of  PMS   Escape(R).   PMS  Escape(R)  is  an
over-the-counter  product  for the  treatment  of  mood  and  appetite  symptoms
associated with Premenstrual Syndrome (PMS). Swiss Medica acquired the exclusive
US and  Canadian  rights to PMS  Escape(R) as part of the  previously  announced
acquisition of Anti-Depression BioHealth Solutions Inc.

      Since May 26,  2005 when the  Company  announced  that it had  received an
initial  purchase  order  from a large  U.S.  national  pharmacy  chain  for its
U.S.-patented,  clinically tested PMS Escape(R) product.  PMS Escape(R) has been
made available throughout the USA through that pharmacy chain.

      It is the  Company's  intention  to expand its  product  offering  through
either  internal  research  and  development  or via  acquisitions.  All  future
products  that  Swiss  Medica  hopes to  commercialize  will have the  following
attributes:

      o     Patent and/or trade secret protection,

      o     Clinical and/or medical studies demonstrating their efficacy, and

      o     Over-the-counter,  natural relief for pain  associated  with chronic
            ailments.

      Our goal is to bring natural,  healthy,  clinically-proven and proprietary
products that address chronic ailments,  into the mainstream food, drug and mass
retail  channels  and  out  of  their  traditional  market  niche  of  specialty
retailers.

      We  estimate  that the global  market for chronic  ailment  products is in
excess of $100 billion and is  currently  dominated  by  prescription,  chemical
based drugs. We believe that consumers are deeply concerned about the management
and cost of their  health care and the  expensive,  chemical-based  prescription
drug approach predominant in modern medicine.  We believe that this concern will
increase the demand for bioscience  health  products since natural  products are
considered to be effective  against many ailments and are more  accessible  than
prescription medications.

      During 2004 and early 2005, we launched the  distribution  of O24(TM) Pain
Neutralizer into major retail outlets,  regional  pharmacies and massage clinics
in both the United States and Canada. Our retail distribution  includes national
chains including; Rite Aid Drug Stores,  CVS/pharmacy,  Shoppers Drug Market and
Jean Coutu. During August 2005 the Company also launched the distribution of O24
Fibromyalgia(TM)  into retail  outlets  throughout  North  America.  The Company
intends to support its O24(TM) Pain Neutralizer,  O24  Fibromyalgia(TM)  and PMS
Escape(R)  products  with  point-of-presence  marketing,   sampling,  print  and
in-store  advertisements,  radio spots,  and extensive use of public  relations,
including   testimonials  and  endorsements   from  medical   professionals  and
recognized celebrities.


<PAGE>

      We  currently  have  18  individuals  who  render  services  to us for our
day-to-day operations.

      Our  principal  executive  offices are located at 53 Yonge  Street,  Third
Floor, Toronto,  Ontario, Canada M5E 1J3. Our telephone number is (416) 868-0202
and website address is www.swissmedica.com.

History

      Swiss Medica, Inc., a Delaware corporation,  was, prior to May 16, 2003, a
holding  company  focused on  acquiring,  expanding  and  developing  technology
companies and we had no operations.

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

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

ADBSI Acquisition

      On March 31, 2005, we acquired Anti-Depression  BioHealth Solutions,  Inc.
("ADBSI"),  a subsidiary of UTEK Corporation,  in a cash and stock  transaction.
All  outstanding  shares of common stock of ADBSI were  exchanged  for 2,105,263
restricted  shares  of Class A  common  stock of the  Company  in a  transaction
accounted  for  using  the  purchase   method  of   accounting.   As  additional
consideration  pursuant to the terms of the Acquisition  Agreement,  the Company
paid UTEK,  the sole  shareholder  of ADBSI,  $96,673 in cash.  As result of the
closing  under the  Acquisition  Agreement  on March 31,  2005,  ADBSI  became a
wholly-owned  subsidiary  of the Company.  Related to the  acquisition,  we also
developed a business relationship with two Massachusetts Institute of Technology
(MIT)  scientists.  Swiss  Medica has an option to acquire all  over-the-counter
products developed by Back Bay Scientific Inc. and the team of scientists,  with
certain  limited  exceptions.  Pursuant to an exclusive  licensing  agreement to
develop and market the patented PMS Escape product in both the United States and
Canada,  we  intend to  re-launch  PMS  Escape  and  expect  to have PMS  Escape
available in major U.S. and Canadian pharmacy chains in the second half of 2005.
PMS Escape was previously carried and sold in over 20,000 retail outlets between
1996  and 1999 and in the  subsequent  years  was  available  for sale  over the
internet.

      We will  continue  to  look  for  quality  proprietary,  natural  consumer
healthcare  products to license  and/or  acquire.  We plan to sell our  products
through  multiple  distribution  channels  including,  via retail  outlets,  the
Internet, and via healthcare professionals.

Markets

      The US joint pain market  includes  more than 43 million  U.S.  adults who
suffer  from  arthritis  and  chronic  pain.  Approximately  one-half  of  these
individuals   suffer  from   Osteoarthritis,   while  10  million   suffer  from
Fibromyalgia and 2 million suffer from Rheumatoid Arthritis.  Additionally, more
than 65 million  Americans suffer from back pains and aches every year. In fact,
four of five adults will suffer back pain at some point in their  lifetime.  The
increasing number of the aging "baby boomer" population should only increase the
number of arthritic and joint pain related sufferers.

      We believe that safety concerns regarding prescription medications provide
a  significant  opportunity  for our  products.  The  market for  Vioxx(TM)  and
Celebrex(TM)  drugs may have  exceeded $5.0 billion last year. In light of these
safety  concerns,  consumers  may hesitate  before  switching  to other  related
prescription  products such as prescription pain relievers.  The efficaciousness
of both O24(TM)  Pain  Neutralizer  and O24  Fibromyalgia(TM)  in treating  pain
sufferers could be at the forefront of these natural alternatives.  If awareness
of O24 line of  products  proliferated,  it may  result  in an  increase  of the
Company's sales and significant market share growth.


<PAGE>

      We believe that our second product  offering,  PMS Escape,  has an equally
significant addressable market. There are millions of women in the US who suffer
from the mood  /emotional  symptoms and experience the food cravings  associated
with PMS. The Company  believes  that PMS Escape is the only  clinically  proven
over-the-counter  product  focused on addressing  the mood or appetite  symptoms
associated with PMS.

For the three months ended September 30, 2005:

      Swiss  Medica net  revenues  were  $1,771,138  and  $238,616 for the third
quarter of 2005 and 2004 respectively,  and total sales of $626,569 for the year
ending December 31, 2004. Swiss Medica began generating  significant revenues in
August of 2004, therefore any comparisons of results of operations and financial
position with the quarter ended September 30, 2004 are not relevant.

The  following  is a summary of financial  information  for the three months and
nine months September 30, 2005:

                                              three months         nine months
                                             -------------        -------------
Revenue:                                     $   1,771,137        $   4,281,877
Cost of Sales                                      415,030              874,402
                                             -------------        -------------
Gross Profit                                     1,356,107            3,407,475
         Gross Profit as % of Sales                     77%                  80%
Operating Expenses:

Wages & Salaries                                   367,953              984,215

Selling, General and Admin.                      2,428,816            6,301,528

Depreciation and Amortization                       47,867              144,594
                                             -------------        -------------
Total Operating Expenses                         2,844,636            7,430,337

Loss from Operations                         $  (1,488,529)       $  (4,022,862)
                                             =============        =============
Interest Expense                                   (58,170)            (124,426)

Provision for Income Taxes                              --                   --

Net Loss                                     $  (1,546,699)       $  (4,147,288)
                                             =============        =============
Loss per common share (basic and
assuming dilution)                           $       (0.02)       $       (0.05)
                                             =============        =============
Weighted average common shares
outstanding                                     88,956,096           84,199,598


<PAGE>

Sales

Our net revenues  from  operations  for the quarter ended  September,  2005 were
$1,771,137,  ($4,281,877 for the nine months ending September 30, 2005) and were
generated predominately by sales to (approximate figures):

                                             Three months          Nine months
                                             -------------        -------------
U.S. based pharmaceutical outlets:           $   1,367,000        $   3,076,000
Canadian based pharmaceutical outlets:       $     249,000        $      891000
Health products:                             $      46,000        $     112,000
Grocery chains:                              $      31,000        $     124,000


Cost of Sales and Gross Profit

Cost of  sales  for  our  quarter  ending  September  30,  2005  were  $415,030,
generating a percentage  margin on sales of 77%,  ($874,402 and 80% for the nine
months  ending  September  30,  2005).  We  anticipate  normalized  gross profit
percentages to be between 70% and 80%,  depending on the distribution mix of our
revenue  streams  and  related  discounts.  It should also be noted that the raw
materials used in the production process are commodities and subsequently prices
may vary significantly, depending upon prevalent market conditions.

      Selling, General and Administrative Expenses

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

      Stock-based  compensation to consultants & professional  advisors  totaled
$310,475 for the quarter ending September 30, 2005 ($560,825 for the nine months
ending September 30, 2005).  Stock based compensation was granted to recruit and
compensate legal advisors, marketing, business and development advisors.

      Cash based Selling, General and Administrative costs totaled approximately
$2.5 million for the quarter  ending  September 30, 2005,  ($6.8 million for the
nine months ending September 30, 2005) and includes approximately:

            o     $972,000 on advertising and product marketing  ($2,918,000 for
                  nine months ending September 30, 2005)
            o     $368,000 on payroll and related  benefits  ($984,000  for nine
                  months ending September 30, 2005)
            o     $330,000 on Agent's  fees & Logistic  Services  ($640,000  for
                  nine months ending September 30, 2005)
            o     $175,000 on Fees and Licenses ($585,000 for nine months ending
                  September 30, 2005)
            o     $100,000 on Public and Investor  relations  ($438,000 for nine
                  months ending September 30, 2005)
            o     $95,000  on  Legal  fees  ($245,000  for  nine  months  ending
                  September 30, 2005)

      Other selling, general and administrative costs include,  insurance, rent,
travel, and other office expenses.

      Depreciation and Amortization

      Depreciation & Amortization  expenses of $47,867 were incurred  during the
quarter ended September 30, 2005 to amortize the tangible and intangible  assets
acquired  from the General  Cosmetics  Corporation  acquisition  and  subsequent
office equipment  purchases.  Depreciation & Amortization  expenses for the nine
months ending September 30, 2005 totaled $144,594.

      Interest Expense

      Interest  expenses of $58,170  were  incurred  during the  quarter  ending
September  30,2005,  and $124,426 for the nine months ending September 30, 2005.
This relates to interest paid on  promissory  notes and  redeemable  debentures.
Interest expense for the corresponding 2004 periods was zero.


<PAGE>

Liquidity and Capital Resources

      As of September 30, 2005, our current assets exceed current liabilities in
the amount of $1.87 million. As a result of our operating losses incurred during
2005, we generated a cash flow deficit from operating activities of $6.5 million
for the nine  months  ending  September  30,  2005.  During  the nine  months we
invested  an  additional  $2.2  million  in  finished  goods  and raw  materials
inventory to meet projected demand.  Trade accounts receivable increased by $2.0
million and we incurred an additional $332,000 in prepaid expenses and deposits.
In January of 2005, we used $500,000 to redeem and terminate  Convertible  notes
payable to  Highgate  House,  LP and  Montgomery  Equity  Partners,  LP. We used
$255,718  in  connection  with  investing  activities  in the  nine-month  ended
September 30, 2005. We met our cash  requirements  primarily through the private
placement of $ 3,323,450,  net proceeds of common stock which closed  during the
first quarter of 2005,  $87,500 which closed during the second  quarter of 2005,
and $1,461,250  which closed during the third quarter of 2005. Net proceeds from
issuing notes payable was  approximately  $973,200  during the nine months ended
September 30, 2005.

      In June of 2005,  we amended  the  Security  agreement  entered  into with
Strategic  Equity Corp.  ("Strategic  Equity") in December of 2004, to cover the
sum of $528,000 of new loans. The promissory notes bear interest at 24%, payable
monthly  with  maturity  dates of December  5, 2005.  The  promissory  notes are
secured by the Company's trade Accounts Receivable.

      In June of 2005 we entered into a Security  agreement with Double U Master
Fund for the sum of $560,000. The promissory notes bear interest at 15%, payable
monthly  with  maturity  dates of December  7, 2005.  The  promissory  notes are
secured by the Company's inventory and trade Accounts Receivable.

      In June of 2005 we entered  into two  Security  agreements  for the sum of
$50,000 each. The promissory  notes bear interest at 15%,  payable  monthly with
maturity dates of June, 2006.

      We will be seeking to continue funding our operations through

            o     debt  instruments:  we are currently seeking debt financing in
                  order to provide  the  necessary  working  capital to fund our
                  ongoing operations,  including a Bank operating line of credit
                  secured by trade accounts receivable.
            o     The continued exercise of warrants to purchase common shares
            o     additional  sales of our equity  and/or  debt  securities,  if
                  necessary
            o     and/or shareholder loans

      There is no  guarantee  that we will be  successful  in  completing  these
contemplated  financings,  nor can we assure you that we will be  successful  in
obtaining any additional  financing  should it be required.  If we cannot secure
additional financing when needed, we may be required to cease operations.

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

      Our independent  certified public accountants have stated in their report,
which is included with our audited  financial  statements in the Form 10-KSB for
the year ended December 31, 2004, that we have incurred  operating losses in the
last two  years  and that we are  dependent  on  management's  ability  to raise
capital and develop  profitable  operations.  These factors,  among others,  may
raise substantial doubt about our ability to continue as a going concern.

Factors Affecting Business, Operating Results and Financial Condition

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


<PAGE>

We have a limited operating history.

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

We have capital requirements and we will have the need for additional capital in
the future.

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

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

Our debt agreements  contain  restrictive  covenant and our debt obligations are
substantial in relation our assets.

      At September 30, 2005, we had  approximately  $1.3 million of  outstanding
indebtedness,  including $1.1 million in secured  notes.  At October 30, 2005 we
issued  another  $560,000 in secured debt  instruments.  Accordingly,  the total
amount of our  obligations  with  respect to  indebtedness,  in  relation to our
assets, is substantial.

      Some  of  our  debt  instruments,   impose  certain  restrictions  on  us,
including,  among other things,  restrictions on our ability to incur additional
indebtedness,  create  liens  on  assets,  make  loans  or  investments  and pay
dividends.  These  restrictions  limit  our  operating  flexibility,  limit  our
flexibility  in planning for and reacting to changes in our business and make us
more   vulnerable  to  economic   downturns  and  competitive   pressures.   Our
indebtedness could have significant negative consequences, including:

      o     increasing  our   vulnerability  to  general  adverse  economic  and
            industry conditions

      o     limiting our ability to obtain additional financing;

      o     requiring  that  a  substantial  portion  of  our  cash  flows  from
            operations   be  applied  to  pay  principal  and  interest  on  our
            indebtedness,  thereby  reducing  cash  flows  available  for  other
            purposes;

      o     limiting our  flexibility  in planning for or reacting to changes in
            our business and the industry in which we compete; and

      o     placing  us  at a  possible  competitive  disadvantage  compared  to
            competitors   with  less   leverage  or  better  access  to  capital
            resources.


<PAGE>

Substantially all of our assets are encumbered by liens,  which if foreclosed by
our secured  creditors  would have a material  adverse  effect on our  business,
financial condition and operating results.

      Some of our  indebtedness  under $1.9 million of our notes is secured by a
security  interest in favor of the lender in substantially all of our assets. If
we were unable to pay our secured  obligations when due or otherwise  default on
our  obligations to secured  creditors,  these  creditors  could foreclose their
security  interests or mortgages in our assets.  Any  foreclosure  action by our
secured  creditors  could  cause  us to seek to  protection  under  the  federal
bankruptcy  code which,  in turn,  would have a material  adverse  effect on the
market  value of our Common  Stock and could  result in the loss of your  entire
investment in the Company.

We may not be able to  generate  sufficient  revenues  from  sales  to meet  our
operating and debt service obligations.

      Since  the  Company  has only  operated  for two  years  and  issued  debt
securities  less than one year ago, we have never had experience in repaying our
debt.  Inadequate cash flows caused in part by delinquent accounts,  seasonality
and poor  revenues  could  affect  our  ability to meet our  operating  and debt
service requirements, which are significant. Future revenues and expenses of the
Company  are subject to  conditions  that may change to an extent that we cannot
determine at this time. If we are unable to generate sufficient revenues to meet
our operating and debt service obligations, then our business will be materially
and  adversely  affected,  we may go  bankrupt  and  you  may  lose  the  entire
investment in the Company.

We are subject to government regulations which may hinder our growth.

      In  the  United  States,   governmental  agencies  and  extensive  federal
regulations  regulate  the  manufacture,   packaging,   labeling,   advertising,
promotion,   distribution   and  sale  of  our  products.   The  Food  and  Drug
Administration  (FDA) regulates the safety and effectiveness of our products and
the Federal  Trade  Commission  (FTC)  regulates how we advertise and market our
products.  O24 and any other  products we may  manufacture or sell in the future
are also subject to regulation by, among other regulatory entities, the Consumer
Product  Safety  Commission,  the  U.S.  Department  of  Agriculture,   and  the
Environmental  Protection Agency. The laws, regulations and enforcement policies
governing our products are relatively new and are still evolving,  and we cannot
predict what enforcement  positions the FDA or other  governmental  agencies may
take with respect to our products.

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

We may never become profitable.

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

We may not be successful in acquiring or licensing new products.

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


<PAGE>

We have risks associated with our dependence on third party manufacturing.

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

There is no certainty as to the potential market for our products.

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

We are dependent on our trademarks and patents.

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

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

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

Our executive  officers and directors  control a large  percentage of our common
stock,  which  allow them to  control  matters  submitted  to  stockholders  for
approval.

      Our  executive  officers  and  directors  (and their  affiliates),  in the
aggregate,  own  approximately  10%  of  our  outstanding  common  stock,  and a
substantial  majority of our  outstanding  voting  stock.  There is currently an
aggregate of 97,582,917  shares of Class A and Class B Common Stock  outstanding
at September 30, 2005.  The holders of the Class A and Class B Common Stock vote
together on all matters submitted to a shareholder vote.  Raghunath Kilambi, our
Chief Executive Officer, Chief Financial Officer and a director,  owns 1,784,451
shares of our Class A Common Stock,  and 2,000,000  shares of our Class B Common
Stock which constitutes all outstanding shares of our Class B Common Stock. Each
share of Class B Common Stock is entitled to fifty votes of Class A Common stock
and may be converted  into five shares of Class A Common Stock.  Therefore,  Mr.
Kilambi  has the  ability to decide the  outcome  of  matters  submitted  to our
stockholders  for approval  (including the election and removal of directors and
any merger, consolidation or sale of all or substantially all of our assets) and
to control our  management  and  affairs.  Accordingly,  such  concentration  of
ownership  may have the effect of delaying,  deferring or preventing a change in
control, impede a merger, consolidation,  takeover or other business combination
or  discourage  a potential  acquirer  from making a tender  offer or  otherwise
attempting to obtain control,  which in turn could have an adverse effect on the
market price of our common stock.

We need to build out our sales and marketing organization.

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


<PAGE>

We may be subject to product liability claims for our products.

      Customers  may sue us if any of our products sold to them injure the user.
Liability  claims  could  require  us to spend  significant  time  and  money in
litigation  and pay  significant  damages.  As a  result,  any of these  claims,
whether  or not valid or  successfully  prosecuted,  could  have a  substantial,
adverse effect on our business and financial results. In addition,  we currently
have product liability insurance,  however the amount of damages awarded against
us in such a lawsuit may exceed the policy limits.

We depend on key  personnel  and will require  additional  skilled  employees to
execute our growth plans.

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

We face significant competition.

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

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

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

The market price of our common stock may be adversely affected if too much of it
is sold at once.

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

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


<PAGE>

Our stock is quoted on the OTC  Bulletin  Board and could be  subject to extreme
volatility.

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

Applicability of "penny stock rules" to broker-dealer  sales of our common stock
could have a negative  effect on the  liquidity  and market  price of our common
stock.

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

We may raise additional capital through a securities  offering that could dilute
your ownership interest.

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

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

We have  not  paid  cash  dividends  and it is  unlikely  that we will  pay cash
dividends in the foreseeable future.

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

ITEM 3. CONTROLS AND PROCEDURES

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

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


<PAGE>

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the quarter ended  September 30, 2005 we issued  1,846,250  shares of our
Common Stock to various  individuals and corporations in exchange for consulting
services.  The total value of the services we received in  conjunction  with the
issuance  of the  1,846,250  shares  of our  Common  Stock was  $310,475.  These
transactions  were exempt  from  registration  pursuant  to Section  4(2) of the
Securities  Act of 1933.  7,306,250  shares of our Common Stock were issued upon
the exercise of Warrants during the quarter ended September 30, 2005, generating
gross proceeds of $1,461,250.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      NONE

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

      NONE

ITEM 5. OTHER INFORMATION

      NONE

ITEM 6. EXHIBITS

      (a) Exhibits

      2.1 Agreement for Purchase and Sale of Stock  between  Goldcrown  Holdings
Ltd. and Oxford Capital Group dated as of January 10, 2000 (1)

      2.2 Agreement for Purchase and Sale of Stock between Bodet Ltd. and Oxford
Capital Group dated as of January 10, 2000 (1)

      2.3  Agreement  and Plan of Merger of Yournet,  Inc.  with and into Global
Path Incorporated dated June 25, 2001 (2)

      3.1 Articles of Incorporation, as amended (3)

      3.2 Bylaws (3)

      10.1  Agreement  and Plan of  Acquisition,  dated March 31,  2005,  by and
between the  Registrant,  Anti-Depression  BioHealth  Solutions,  Inc.  and UTEK
Corporation. (5)

      21.1 Subsidiaries (4)

      31.1.  Certification  of the  Chief  Executive  Officer  Pursuant  to Rule
13a-14(a) and 15d-14(a)(4)


<PAGE>
      31.2.  Certification  of the  Chief  Financial  Officer  Pursuant  to Rule
13a-14(a) and 15d-14(a)(4)

      32.1.  Certification  of the Chief Executive  Officer  Pursuant to Section
1350 of Title 18 of the United States Code (4)

      32.2.  Certification  of the Chief Financial  Officer  Pursuant to Section
1350 of Title 18 of the United States Code (4)

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

      (1)   Incorporated  by reference from a Form 8-K filed with the Securities
            and Exchange Commission on March 28, 2000.

      (2)   Incorporated  by reference from a Definitive  Information  Statement
            filed with the Securities and Exchange Commission on July 6, 2001.

      (3)   Previously filed.

      (4)   Filed herewith.

      (5)   Incorporated  by reference from a Form 8-K filed with the Securities
            and Exchange Commission on March 31, 2005.

<PAGE>

                                   SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                        SWISS MEDICA, INC.


                                        By: /s/ RAGHUNATH KILAMBI
                                           -------------------------------------
                                           Raghunath Kilambi,
                                           Chief Executive Officer