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 March 31, 2006

|_|   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 MAY 10,  2006 THE COMPANY HAD  99,363,000  SHARES OF ITS PAR VALUE  $0.001
CLASS A COMMON STOCK AND 2,000,000 SHARES OF ITS PAR VALUE $0.001 CLASS B 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:
               March 31, 2006 and December 31, 2005

               Condensed Consolidated Statements of Losses:
               Three Months Ended March 31, 2006 and 2005

               Condensed Consolidated Statements of Cash Flows:
               Three Months Ended March 31, 2006 and 2005

               Notes to Unaudited Condensed Consolidated Financial Information:
               March 31, 2006

      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. Unregistered Sale of Equity Securities and Use of Proceeds

      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>

                               SWISS MEDICA, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   (Unaudited)
                                                                  March 31, 2006     December 31, 2005
                                                                -----------------    -----------------
<S>                                                             <C>                  <C>
ASSETS:
Cash and cash equivalents                                       $          32,860    $          45,700

Restricted Cash                                                           150,000              150,000
Accounts receivable, net of allowance for doubtful account of
$29,910 and $29,625 at March 31, 2006 and December 31, 2005,
respectively                                                            2,961,061            2,932,893

Inventories (Note B)                                                    2,192,194            2,502,942

Prepaid expenses and deposits (Note G)                                    170,279              144,816
                                                                -----------------    -----------------

Total current assets                                                    5,506,394            5,776,351

Property and equipment:

Property and equipment, at cost                                           329,837              329,837

Less: accumulated depreciation                                             75,522               59,030
                                                                -----------------    -----------------

Total property and equipment, net                                         254,315              270,807

Other assets:
Intangible assets,  net of accumulated  amortization
  of $484,669 and $452,307 at March 31, 2006 and
  December 31, 2005, respectively (Note C)                                275,081              307,442

Prepaid and other (Note G)                                                155,298              204,480

Goodwill (Note C)                                                         500,000              500,000
                                                                -----------------    -----------------

TOTAL OTHER ASSETS                                                        930,379            1,011,922

Total assets                                                    $       6,691,088    $       7,059,080
                                                                =================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued liabilities                        $       3,199,923    $       2,653,953

Notes payable, current portion (Note D)                                 2,564,800            2,186,800
                                                                -----------------    -----------------

Total current liabilities                                               5,764,723            4,840,753


Accrued liabilities, long-term portion                                     13,492               14,463

Stockholders' equity:

Preferred stock, par value $.001 per share;
  10,000,000 shares authorized; none issued
  at March 31, 2006 and December 31, 2005 (Note E)                             --                   --

Class A Common stock, par value $ .001 per share;
  200,000,000 shares authorized; 99,248,898 and
  98,062,892 shares issued at March 31, 2006 and
  December 31, 2005, respectively (Note E)                                 99,249               98,063

Class B Common stock, par value $.001 per share;
  5,000,000 shares authorized; 2,000,000 shares issued
  at March 31, 2006 and December 31, 2005 (Note E)                          2,000                2,000

Additional paid-in capital                                             34,063,884           33,893,323

Accumulated deficit                                                   (33,252,260)   $     (31,789,522)
                                                                -----------------    -----------------

Total stockholders' equity                                                912,873            2,203,864
Total liabilities and stockholders' equity                      $       6,691,088    $       7,059,080
                                                                =================    =================
</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 MARCH 31,
                                                         2006             2005
                                                         ----             ----
<S>                                                  <C>             <C>
Revenues, net                                        $  1,221,501    $  1,127,412

Cost of Sales                                             198,670         203,235
                                                     ------------    ------------

GROSS PROFIT                                            1,022,831         924,177

Operating Expenses:

Selling, General and Administrative                     2,244,430       1,869,347

Depreciation and Amortization                              48,854          50,268
                                                     ------------    ------------

Total Operating Expenses                                2,293,284       1,919,615


LOSS FROM OPERATIONS                                   (1,270,453)       (995,438)


Interest Expense, net                                    (192,285)        (31,244)

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

NET LOSS                                             $ (1,462,738)   $ (1,026,682)
                                                     ============    ============

Loss per common share (basic and assuming
dilution)                                            $      (0.01)   $      (0.01)
                                                     ============    ============


Weighted average common shares outstanding             98,692,471      77,903,446
                                                     ------------    ------------
</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 THREE MONTHS MARCH 31,
                                                                    2006             2005
                                                                    ----             ----
<S>                                                             <C>             <C>
Cash flows from operating activities:
Net loss                                                        $ (1,462,738)   $ (1,026,682)
Adjustments to reconcile net loss to net cash
  (used in) operating activities:

Common stock issued in exchange for services rendered                158,313          70,350

Warrant amortization charged to interest expense                      21,964              --
Amortization of common shares issued in prior period
  in exchange for prepaid interest                                    20,030              --

Employee stock option expense                                          5,433              --

Depreciation and amortization                                         48,854          50,268

(Increase) decrease in accounts receivable                           (28,169)       (831,745)

(Increase) decrease in inventories                                   310,749        (401,366)

(Increase) decrease in deposits and other assets                     (18,276)       (665,830)

Increase (decrease) in accounts payable and accrued
  liabilities                                                        545,000         117,318
                                                                ------------    ------------

Net cash (used in) operating activities                             (398,840)     (2,687,687)

Cash flows from investing activities:
Net cash paid for acquisition (Note C)                                    --         (96,637)

Purchase of property and equipment                                        --         (24,473)
                                                                ------------    ------------

Net cash (used in) investing activities                                   --        (121,110)

Cash flows from financing activities:

Proceeds from notes payable, net of repayments                       378,000         159,499

Proceeds from issuance of common stock, net of costs and fees          8,000       3,323,450

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

Net cash provided by investing activities                            386,000       2,982,949


Net increase (decrease) in cash and cash equivalents                 (12,840)        174,152

Cash and cash equivalents at the beginning of the period              45,700       1,630,559
                                                                ------------    ------------
Cash and cash equivalents at the end of the period              $     32,860    $  1,804,711
                                                                ============    ============


Supplemental Disclosures of Cash Flow Information:
Interest paid in cash                                           $    150,290    $     23,812

Income taxes paid in cash                                                 --              --

Issuance of common stock in exchange for services                    158,313          70,350
Common stock issued for Financing Fees charged to
  operating activities                                                    --              --
Deferred Financing Fees                                                   --              --

Issuance of Class A common stock in exchange for
  previously incurred debt                                                --       1,016,000

Expenses prepaid in prior period                                          --          74,933
Acquisition of ADBSI (Note C):

  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:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT 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-month  period ended March 31, 2006 are not
necessarily  indicative  of the results  that may be expected for the year ended
December  31,  2006.  The  unaudited  financial  statements  should  be  read in
conjunction  with the  December  31, 2005  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 C).

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.

Revenue Recognition

For revenue  from product  sales,  the Company  follows a policy of  recognizing
revenues as products are shipped.  The Company  recognizes revenue in accordance
with Staff Accounting  Bulletin No. 104, REVENUE RECOGNITION  ("SAB104"),  which
superceded 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.  The effect of implementing  EITF 00-21 on
the Company's  consolidated financial position and results of operations was not
significant.


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising

The Company  follows the policy of charging the costs of advertising to expenses
as incurred. The Company incurred advertising costs of $853,600 and $506,975 for
the three month period ended March 31, 2006 and 2005, 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 $29,910 and $29,625 at March 31, 2006 and
December 31, 2005, respectively.

Stock Based Compensation

Prior to the January 1, 2006  adoption  of the  Financial  Accounting  Standards
Board ("FASB")  Statement No. 123(R),  "Share-Based  Payment" ("SFAS 123R"), the
Company accounted for stock-based  compensation using the intrinsic value method
prescribed in Accounting  Principles  Board ("APB") Opinion No. 25,  "Accounting
for Stock  Issued  to  Employees,"  and  related  interpretations.  Accordingly,
because the stock  option  grant price  equaled the market  price on the date of
grant, and any purchase  discounts under the Company's stock purchase plans were
within statutory limits,  no compensation  expense was recognized by the Company
for  stock-based  compensation.  As permitted by SFAS No. 123,  "Accounting  for
Stock-Based Compensation" ("SFAS 123"), stock-based compensation was included as
a pro forma disclosure in the notes to the consolidated financial statements.

Effective  January 1, 2006, the beginning of the Company's  first fiscal quarter
of 2006, the Company adopted the fair value recognition provisions of SFAS 123R,
using the modified-prospective  transition method. Under this transition method,
stock-based  compensation  expense was recognized in the consolidated  financial
statements for granted, modified, or settled stock options. Compensation expense
recognized  included  the  estimated  expense for stock  options  granted on and
subsequent to January 1, 2006,  based on the grant date fair value  estimated in
accordance  with the provisions of SFAS 123R, and the estimated  expense for the
portion vesting in the period for options granted prior to, but not vested as of
January 1, 2006, based on the grant date fair value estimated in accordance with
the original  provisions  of SFAS 123.  Results for prior  periods have not been
restated, as provided for under the modified-prospective method.

Total stock-based  compensation expense recognized in the consolidated statement
of earnings for the three month period ending March 31, 2006 was $5,433,  net of
tax effect.

SFAS  123(R)  requires  forfeitures  to be  estimated  at the time of grant  and
revised,  if necessary,  in subsequent periods if actual forfeitures differ from
those estimates.  In the Company's pro forma information required under SFAS 123
for the periods prior to fiscal 2006, the Company  accounted for  forfeitures as
they occurred.

Upon  adoption  of  SFAS  123(R),   the  Company  is  using  the   Black-Scholes
option-pricing  model as its method of valuation for share-based  awards granted
beginning in fiscal 2006,  which was also  previously used for the Company's pro
forma information  required under SFAS 123. The Company's  determination of fair
value of share-based payment awards on the date of grant using an option-pricing
model is affected by the Company's stock price as well as assumptions  regarding
a number of highly complex and subjective  variables.  These variables  include,
but are not limited to the Company's  expected stock price  volatility  over the
term of the awards,  and certain  other market  variables  such as the risk free
interest rate.


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation (Continued)

The following  table shows the effect on net earnings and earnings per share had
compensation  cost been  recognized  based upon the estimated  fair value on the
grant date of stock  options  for the three  months  ended  March 31,  2005,  in
accordance with SFAS 123, as amended by SFAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure:

<TABLE>
<CAPTION>
                                                                       March 31,
         Quarter Ended                                                   2005
<S>                                                                 <C>
Net loss                                                            $  (1,026,682)
Deduct: stock-based compensation expense, net of tax                           --
                                                                    -------------

Pro forma net loss                                                  $  (1,026,682)
                                                                    =============


Net loss per common share -- basic (and assuming dilution):
  As reported                                                       $       (0.01)
  Deduct: stock-based compensation expense, net of tax                         --
                                                                    -------------

  Pro forma                                                         $       (0.01)
                                                                    =============
</TABLE>


Disclosure  for the period  ended  March 31, 2006 is not  presented  because the
amounts are recognized in the consolidated financial statements.

Reclassifications

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

NOTE B - INVENTORIES

Inventories  are  stated  at the  lower  of cost  or  market  determined  by the
first-in,  first-out (FIFO) method.  Inventories  primarily  consist of cosmetic
oils and packaging materials. Components of inventories as of March 31, 2006 and
December 31, 2005 are as follows:

                              March 31, 2006    December 31, 2005
                            -----------------   -----------------
Raw Materials               $         817,892   $         854,424
Finished Goods                      1,374,302           1,648,518
                            -----------------   -----------------
                            $       2,192,194   $       2,502,942
                            =================   =================


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE C - BUSINESS COMBINATIONS

Intangible Assets Acquired

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  Class A common stock.
The Company has adopted SFAS No. 142,  "Goodwill and Other  Intangible  Assets",
whereby the Company periodically tests 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.

The  intangible  assets  acquired from General  Cosmetics and carrying  value at
December 31, 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    $   (295,708)   $ 267,542   $      --                5.0
Customer Mailing Lists              30,000         (15,750)      14,250          --                5.0
Trademarks                          45,000         (23,625)      21,375          --                5.0
Non-compete agreements             112,500        (112,500)          --          --                2.0
Other                                                                        _4,275                5.0
                                 ---------    ------------    ---------   ---------   ----------------
                                     9,000          (4,725)          --          --                5.0
                                                              ---------   ---------   ----------------
Total                            $ 759,750    $   (452,308)   $ 307,442   $      --                4.6
                                 =========    ============    =========   =========   ================
</TABLE>

The  intangible  assets  acquired from General  Cosmetics and carrying  value at
March 31, 2006 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   $   (323,869)   $ 239,381   $      --                 5.0
Customer Mailing Lists              30,000        (17,250)      12,750          --                 5.0
Trademarks                          45,000        (25,875)      19,125          --                 5.0
Non-compete agreements             112,500       (112,500)          --          --                 2.0
Other                                9,000         (5,175)       3,825          --                 5.0
                                 ---------   ------------    ---------   ---------   -----------------
Total                            $ 759,750   $   (484,669)   $ 275,081   $      --                 4.6
                                 =========   ============    =========   =========   =================
</TABLE>

Total  amortization  expense  charged to operations  for the three month periods
ended March 31, 2006 and 2005 were $32,361 and $46,425, respectively.  Estimated
amortization expense as of March 31, 2006 is as follows:

       Remaining of fiscal 2006              $ 97,089
       Fiscal 2007                            129,450
       Fiscal 2008                             48,542
       Total                                $ 275,081
                                            =========


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE C - BUSINESS COMBINATIONS (CONTINUED)

Acquisition of 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").  ADBSI was formed in March
2005, owned minimal assets, had no liabilities, and no business activities prior
to this  transaction.  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.  The main
product of ADBSI is PMS Escape.

The following summarizes the acquisition of ADBSI:

Assets acquired                                                    $ 196,637
Goodwill                                                             500,000
                                                                     -------
Total purchase Price                                               $ 696,637
                                                                   =========

Issuance of 2,105,263 shares of common stock                       $ 600,000
Cash paid                                                             96,637
                                                                   ---------
Total purchase price                                               $ 696,637
                                                                   ---------

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.  At March 31, 2006,  the goodwill  value was determined to not be
impaired.

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 paid the first $15,000 installment on March
31,  2005.  The  second  installment  was due March 31,  2006 but the  Company's
management  has  decided to let the Option  lapse.  Pursuant to the terms of the
Option  Agreement,  the Option  becomes void when the Company  fails to made the
payment within 30 days from the payment due date.

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.


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE C - BUSINESS COMBINATIONS (CONTINUED)

Acquisition of Anti-Depression BioHealth Solutions, Inc. (Continued)

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,  the remaining  installments  were due on the first,
second and third  anniversary  dates of the Consulting  Agreement.  On March 31,
2006, the Company has re-negotiated  the terms of the Consulting  Agreement with
Back  Bay and  its  principals,  revised  consulting  fees  are  $6,000  payable
quarterly.

NOTE D - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

A summary of notes payable and convertible promissory notes payable at March 31,
2006 and December 31, 2005 is as follows:

<TABLE>
<CAPTION>
                                                            March 31, 2006     December 31, 2005
                                                          -----------------    -----------------
<S>                                                                 <C>                  <C>
Notes payable to Strategic Equity Corp.; interest rate              621,600              621,600
24% per annum; interest only payable monthly, maturity
date is June 5, 2006. (a)
Notes payable to Strategic Equity Corp.; interest rate              554,400              554,400
24% per annum; interest only payable monthly, maturity
date is April 28, 2006. (b)
Notes payable to Double U Master Fund.; interest rate               560,000              560,000
24% per annum; interest only payable monthly, maturity
date is June 20, 2006. (c)
Notes payable to Double U Master Fund.; interest rate               250,000              250,000
24% per annum; interest only payable monthly, maturity
date is June 20, 2006. (d)
Notes payable to Cigam Trust.; interest rate 18% per                 50,000               50,000
annum; interest only payable monthly, maturity date is
in June  9, 2006. (e)
Notes payable to G. Feldbaum.; interest rate 18% per                 50,000               50,000
annum; interest only payable monthly, maturity date is
in June 12, 2006. (e)
Notes payable on demand.; interest rate 20% per annum;               84,000               84,000
interest only payable monthly. (f)
Notes payable on demand; interest rate 18% per annum;                16,800               16,800
interest only payable monthly. (g)
Notes payable; fee of $25,000 CAD payable upon renewal,             336,000                   --
maturity date is June 28, 2006. (h)
Notes payable upon demand; interest rate 18% per annum;
payable upon redemption (i)                                          42,000                   --
Total                                                             2,564,800            2,186,800
Less: current portion                                            (2,564,800)          (2,186,800)
                                                          -----------------    -----------------
Long term portion                                         $              --    $              --
                                                          =================    =================
</TABLE>


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

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

      a)    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  as extra
            financing  charges.  The Company  valued the common shares issued at
            $0.30 per share,  and the value of common  shares issued was charged
            to  operations   during  the  year  ended  December  31,  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.  This note was  cancelled  on December 5, 2005 and replaced
            with a new note for the sum of $740,000 CAD (approximately  $621,600
            USD).  Pursuant to the  Agreement,  the Company  issued to Strategic
            Equity 70,000  warrants to purchase an aggregate of 70,000 shares of
            the Company's Class A common stock, at $0.20 per share,  exercisable
            at any time after the  issuance and expiring on the day prior to the
            3rd  anniversary  of the warrant issue date.  The Company valued the
            warrants using the  Black-Scholes  option pricing model,  applying a
            life of three years, a risk free interest rate of 4.5%, a volatility
            of 220% and a deemed  fair value of common  stock of $0.14 which was
            the closing price of the Company's common stock on December 5, 2005.
            The Company valued the warrants granted in the amount of $9,177, and
            accounted for as a deferred  financing cost. The deferred  financing
            cost is  amortized  and charged to  operations  over the term of the
            note.  During  the three  months  ended  March 31,  2006,  $4,538 of
            non-cash  interest  expense was charged to  operations in connection
            with the  amortization  of deferred  financing  cost. The promissory
            note in the amount of $740,000 CAD is interest only payable  monthly
            at 24% per annum with the maturity date of June 5, 2006.  Subsequent
            to the date of the financial statements,  this note has been renewed
            for an  additional  six month term.  The extended  maturity  date is
            December 15, 2006. The  promissory  note is secured by the Company's
            trade accounts receivable.

      b)    Notes  Payable:  On October 28,  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  $554,400
            USD) being  delivered to the Company on or before  October 28, 2005.
            Pursuant to the Agreement,  the Company  issued to Strategic  Equity
            175,000  shares  of the  Company's  Class A  common  stock  as extra
            financing  charges.  The Company  valued the common shares issued at
            $0.129 per share,  and the value of common shares issued was charged
            to operations  during the year ended  December 31, 2005. The Company
            also  issued to  Strategic  Equity  50,000  warrants  to purchase an
            aggregate of 50,000 shares of the Company's Class A common stock, at
            $0.20 per  share,  exercisable  at any time after the  issuance  and
            expiring  on the day  prior to the 3rd  anniversary  of the  warrant
            issue date. The Company valued the warrants using the  Black-Scholes
            option  pricing  model,  applying a life of three years, a risk free
            interest  rate of 4.5%, a volatility of 220% and a deemed fair value
            of  common  stock  of  $0.12  which  was the  closing  price  of the
            Company's  common stock on October 28, 2005.  The Company valued the
            warrants  granted in the amount of $5,590,  and  accounted  for as a
            deferred  financing  cost. The deferred  financing cost is amortized
            and  charged  to  operations  over the term of the note.  During the
            three  months  ended March 31,  2006,  $2,764 of  non-cash  interest
            expense  was  charged  to   operations   in   connection   with  the
            amortization of deferred  financing cost. The promissory note in the
            amount of $660,000 CAD is interest  only payable  monthly at 24% per
            annum with the maturity  date of April 28, 2006.  Subsequent  to the
            date of the financial statements,  this note has been renewed for an
            additional six month term. The extended maturity date is October 30,
            2006. The promissory note is secured by the Company's trade accounts
            receivable  and a security  charge over all unsecured  assets of the
            Company.


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

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

      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.  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 was secured by the Company's  inventory and accounts
            receivable.  This  note  was  cancelled  on  December  20,  2005 and
            replaced with a new note for the sum of $560,000 being  delivered to
            the  Company  on or  before  December  20,  2005.  Pursuant  to  the
            Agreement,  the Company issued to U Master Fund warrants to purchase
            an  aggregate  of  250,000  shares of the  Company's  Class A common
            stock,  at  $0.20  per  share,  exercisable  at any time  after  the
            issuance and expiring on the day prior to the 5th anniversary of the
            effective date of the Company's  next  Registration  Statement.  The
            Company  plans on filing its next  Registration  Statement in May or
            June 2006. The Company  valued the warrants using the  Black-Scholes
            option  pricing  model,  applying a life of 5.50 years,  a risk free
            interest  rate of 4.5%, a volatility of 220% and a deemed fair value
            of  common  stock  of  $0.12  which  was the  closing  price  of the
            Company's  common stock on December 20, 2005. The Company valued the
            warrants granted in the amount of $29,650, and accounted for them as
            a deferred  financing cost. The deferred financing cost is amortized
            and  charged  to  operations  over the term of the note.  During the
            three  months  ended March 31,  2006,  $14,662 of non-cash  interest
            expense  was  charged  to   operations   in   connection   with  the
            amortization of deferred  financing cost. The promissory note in the
            amount of $560,000 is interest only payable monthly at 24% per annum
            with the maturity  date of June 20, 2006.  Subsequent to the date of
            the  financial   statements  this  note  has  been  renewed  for  an
            additional  six month term.  The extended  maturity date is December
            20, 2006. The promissory note is secured by the Company's  inventory
            and accounts receivable.

      d)    Notes  Payable:  On December  20, 2005,  the Company  entered into a
            Security  Agreement and Security Agreement  Amendment  (together the
            "Agreement") with Double U Master Fund for the sum of $250,000 being
            delivered  to the  Company  on or  before  December  20,  2005.  The
            promissory  note in the amount of $250,000 is interest  only payable
            monthly at 24% per annum with the  maturity  date of June 20,  2006.
            The promissory note is secured by the Company's accounts receivable.

      e)    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.
            Interest  expense of $4,438 was  charged  to  operations  during the
            three month period ended March 31, 2006. Each promissory note in the
            amount of $50,000 is interest only payable  monthly at 18% per annum
            with  the  maturity  dates  on  June  9,  2006  and  June  12,  2006
            respectively.

      f)    Demand  Note:  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. The promissory note in the amount of $100,000
            (CAD) is interest  only payable  monthly at 20% per annum and is due
            upon demand. This note is unsecured.

      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.  The
            promissory  note in the amount of  $20,000  (CAD) is  interest  only
            payable  monthly at 18% per annum and is due upon demand.  This note
            is unsecured.


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

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

      h)    Note  Payable:  On January  4, 2006,  the  Company  entered  into an
            Agreement  with  Reid  Partners  1 Inc.,  for  the  sum of  $400,000
            Canadian Dollar (CAD)  (approximately  $336,000 USD) being delivered
            to the Company on or before January 4, 2006. The promissory  note in
            the amount of $400,000 (CAD) is non interest bearing, with a $25,000
            fee payable upon  maturity,  with a maturity date of March 28, 2006.
            On March 28,  2006,  this note was renewed upon the same terms for a
            further three month  period,  with a maturity date of June 28, 2006.
            This note is secured by the personal assets of a related party.

      i)    Demand Note: On March 14, 2006 the Company entered into an Agreement
            for the sum of $50,000 Canadian Dollar (CAD) (approximately  $42,000
            USD) being delivered to the Company on or before March 14, 2006. The
            promissory  note in the amount of  $50,000  (CAD) is  interest  only
            payable  upon  redemption  at 18% per annum and is due upon  demand.
            This note is unsecured.

NOTE E - CAPITAL STOCK

The Company is 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. On November 27, 2002,
the  Company  effected  a  "one-for-one  hundred"  reverse  stock  split  of its
outstanding  shares of Class A common  stock.  All  references  in the financial
statements  and notes to  financial  statements,  numbers  of  shares  and share
amounts have been retroactively restated to reflect the reverse split.

As of March 31, 2006 and December  31, 2005 the Company has no  preferred  stock
issued and  outstanding.  The Company has 99,248,898  and  98,062,892  shares of
Class A common stock issued and  outstanding  at March 31, 2006 and December 31,
2005, respectively. The Company also has issued and outstanding 2,000,000 shares
of Class B common stock at March 31, 2006 and December 31, 2005

For the  quarter  ended  March 31,  2006,  the Company  issued an  aggregate  of
1,056,250  shares  of Class A common  stock to  attorneys  and  consultants  for
services  rendered in the amount of  $158,313.  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
80,000  shares of Class A common  stock in  exchange  for 80,000  stock  options
exercised at $0.10 per share,  and 49,756 shares of common stock in exchange for
137,500 stock options exercised on a cashless basis (Note F).

In June  2005,  the  Company  entered  into a Class B  Common  Stock  Conversion
Agreement with its Chief  Executive  Officer who 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  Class A shares for
every one Class B share. As of March 31, 2006, the conversion has not occurred.


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE F - OPTIONS AND WARRANTS

Warrants

The  following  table  summarizes  the changes in warrants  outstanding  and the
related prices for the shares of the Company's common stock. These warrants were
granted in lieu of cash  compensation  for services  performed or in  connection
with  debt or  equity  financing,  each  warrant  to  purchase  one share of the
Company's Class A common stock.

<TABLE>
<CAPTION>
                 Warrants Outstanding                          Warrants Exercisable
                             Weighted
                              Average
                             Remaining
 Exercise      Number       Contractual     Weighted Average     Number      Weighted Average
  Prices    Outstanding     Life (Years)     Exercise Price    Exercisable    Exercise Price
 --------   -----------     ------------    ----------------   -----------   ----------------
<S>               <C>              <C>      <C>                     <C>      <C>
$  75.00          8,675            0.76     $          75.00         8,675   $          75.00

    0.42        350,000            3.68                 0.42       350,000               0.42

    0.30      5,625,000            1.00                 0.30     5,625,000               0.30

    0.20      7,021,000            1.30                 0.20     7,021,000               0.20
            -----------     ------------    ----------------   -----------   ----------------
             13,004,675            1.23     $           0.30    13,004,675   $           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, 2003                 208,675    $             3.69
  Granted                                     31,796,250                  0.30
  Exercised                                   (4,673,750)                 0.24
  Canceled or expired                                 --                    --
                                      ------------------    ------------------
Outstanding at December 31, 2004              27,331,175    $             0.34
                                      ==================    ==================
  Granted                                      6,495,000                  0.30
  Exercised                                  (20,556,500)                 0.24
  Canceled or expired                           (265,000)                 0.25
                                      ------------------    ------------------
Outstanding at December 31, 2005              13,004,675    $             0.30
                                      ==================    ==================
  Granted                                             --                    --
  Exercised                                           --                    --
  Canceled or expired                                 --                    --
                                      ------------------    ------------------
Outstanding at March 31, 2006                 13,004,675    $             0.30
                                      ==================    ==================

The Company did not granted any warrants to shareholders  or consultants  during
the three month period ended March 31, 2006 and 2005.


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE F - OPTIONS AND WARRANTS (CONTINUED)

Employee Stock Options

Stock options to purchase the Company's common stock are granted at prices at or
above the fair market  value on the date of grant.  The fair value of each stock
option granted is estimated on the date of grant using the Black-Scholes  option
valuation  model.  The  assumptions  used to calculate the fair value of options
granted are evaluated and revised,  as necessary,  to reflect market  conditions
and the  Company's  experience.  Options  granted are valued  using the multiple
option  valuation  approach,  and the resulting  expense is recognized using the
graded, or accelerated,  attribution method, consistent with the multiple option
valuation  approach.  Compensation  expense is recognized only for those options
expected to vest, with  forfeitures  estimated at the date of grant based on the
Company's historical  experience and future expectations.  Prior to the adoption
of SFAS 123R,  the effect of  forfeitures  on the pro forma expense  amounts was
recognized as the forfeitures occurred.

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.






                 Options Outstanding                     Options Exercisable
                 -------------------                     -------------------
                           Weighted    Weighted                    Weighted
                             Average     Average       Number       Average
Exercise      Number       Remaining    Exercise    Exercisable    Exercise
 Prices     Outstanding   Contractual     Price                      Price
                              Life
                            (Years)
            -----------   -----------   ---------   ------------   ---------
$    0.10     2,581,098          3.53   $    0.10      2,545,549   $    0.10
$    0.25       168,902          4.59   $    0.25         84,451   $    0.25
            -----------   -----------   ---------   ------------   ---------
              2,750,000          3.59   $    0.11      2,630,000   $    0.10
            ===========   ===========   =========   ============   =========

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                                     3,431,098                 0.10
  Exercised                                          --                   --
  Canceled or expired                                --                   --
                                      -----------------    -----------------
Outstanding at December 31, 2004              3,431,098    $            0.10
                                      =================    =================
  Granted                                       168,902                 0.25
  Exercised                                    (280,000)                0.10
  Canceled or expired                          (190,000)                0.10
                                      -----------------    -----------------
Outstanding at December 31, 2005              3,130,000    $            0.11
                                      =================    =================
  Granted                                            --                   --
  Exercised (Note E)                           (217,500)                0.10
  Canceled or expired                          (162,500)                0.10
                                      -----------------    -----------------
Outstanding at March 31, 2006                 2,750,000    $            0.11
                                      =================    =================


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE F - OPTIONS AND WARRANTS (CONTINUED)

Employee Stock Options (Continued)

There were no employee  stock options  granted or vested during the three months
period ended March 31, 2005. The financial statements for the three-month period
ended  March 31, 2005 have not been  restated  upon  adoption of SFAS 123R.  Had
compensation  expense for employee  stock  options  granted  under the plan been
determined  based on the fair value at the grant date consistent with SFAS 123R,
the Company's pro forma net loss and loss per share would have been $(1,026,682)
and $(0.01), respectively, for the period ended March 31, 2005.

The estimated  value of the employee stock options vested during the three month
period  ended  March 31,  2006 was  determined  using the  Black-Scholes  option
pricing model and the following assumptions:  expected option life of 5 years, a
risk free  interest  rate of 3.875%,  a dividend  yield of 0% and  volatility of
115%.  Total  stock-based  compensation  expense  recognized in the consolidated
statement of earnings for the three months ended March 31, 2006 was $5,433,  net
of tax effect.

NOTE G - PREPAID EXPENSES AND OTHER

Prepaid expenses and other assets at March 31, 2006 and December 31, 2005 are as
follows:

                                             March 31, 2006    December 31, 2005
                                           -----------------   -----------------
Prepaid Services Fees                      $         108,630   $          71,321
Prepaid Insurance                                     52,657              51,065
License Agreement, net (Note C)                      100,000             106,250
Deferred financing costs, net                         28,314              70,308
Other prepaid expenses                                35,976              50,352
                                           -----------------   -----------------
Total                                      $         325,577   $         349,296
                                           =================   =================

NOTE H - COMMITMENTS AND CONTINGENCIES

Commitments

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.  The
maturity  date of the  letter  of  credit  is in April  2006.  The  Company  has
accounted  for  the  letter  of  credit  as  restricted  cash  included  in  the
accompanying financial statements


<PAGE>

                               SWISS MEDICA, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION:
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE I - MAJOR CUSTOMERS AND VENDORS

Revenue from one major  customer,  which accounted for greater than 10% of total
sales,  approximated  $612,000 or 50% of total sales for the three month  period
ended March 31, 2006 and two major  customers with total sales of  approximately
$923,000 or 81% of total sales for the  corresponding  three month  period ended
March 31, 2005.

There were no purchases  from major  suppliers,  that accounted for greater than
10% of total  purchases,  for the three month period ended March 31, 2006. Total
purchases from three (3) major  suppliers,  which accounted for more than 10% of
total purchases,  approximated  $457,000 or 63% of purchases for the three month
period ended March 31, 2005. Total accounts  payable of $17,575,  or 2% of total
accounts payable was due to these suppliers as of March 31, 2005.

NOTE J - SUBSEQUENT EVENTS

On April 13, 2006 (the "First  Closing  Date"),  the Company  closed a financing
transaction  in which it sold secured  convertible  redeemable  debentures  (the
"Convertible   Redeemable  Debentures")  to  Montgomery  Equity  Partners,  Ltd.
("Montgomery") to raise $2,000,000  pursuant to a Securities  Purchase Agreement
dated April 11, 2006 (the "Securities Purchase Agreement"). The Company received
$1,300,000 on the First  Closing Date,  and will receive the balance of $700,000
on the date the  registration  statement  is filed (the "Second  Closing  Date")
pursuant to Investors Registration Rights Agreement dated April 11, 2006 between
the Company and Montgomery (the "Registration Rights Agreement").

The Company granted Montgomery a secured convertible  redeemable  debenture (the
"Debenture") in the amount of $1,300,000 dated April 11, 2006. Montgomery cannot
convert  the  Debenture  into  shares of the  Company's  common  stock  ("Common
Stock"),  in whole or in part, until one hundred fifty (150) calendar days after
April 11, 2006 (the "Conversion Date"). If converted,  the price per share shall
equal the lesser of (a) $0.175 (the  "Fixed  Conversion  Price"),  or (b) eighty
percent  (80%) of the lowest  closing Bid Price of the Common  Stock  during the
five (5) trading days  immediately  preceding the  Conversion  Date as quoted by
Bloomberg,  LP. The interest rate of the  Debenture is twelve  percent (12%) per
annum  for the first one  hundred  fifty  (150)  days from  April 11,  2006 and,
thereafter,  interest shall accrue on the  outstanding  principal  balance at an
annual rate equal to eight  percent (8%).  The Debenture  matures on December 7,
2007 (the "Maturity Date").

NOTE K - RELATED PARTY TRANSACTIONS

During the three  months  ended March 31, 2006 the Company  entered into a sales
agreement with an entity controlled by one of its Directors. Related party sales
during the quarter  ended  March 31, 2006  totaled  $612,024  and the  Company's
Accountes  Receivable  from the related party  totaled  $941,656 as of March 31,
2006.

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.


<PAGE>

OVERVIEW

         Swiss  Medica,  Inc.  is a  specialty  pharmaceutical  company  focused
on  over-the-counter,  clinically  tested,  patented, all-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.

The study  revealed  that the group  treated  with  O24(TM)  compared to placebo
showed statistically  significant improvement when measured on the Visual Analog
Scale for pain,  according to 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(TM)  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  its  acquisition  of
Anti-Depression BioHealth Solutions Inc., in March of 2005.

         Since May 26, 2005 when the Company  announced  that it had received an
initial purchase order from a large U.S.  national pharmacy chain, 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,  all-natural  relief products that address 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.


<PAGE>

         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.

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 main product
acquired is 024(TM).  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  formulations  called  "O24(TM)
Pain  Neutralizer"  and 024  Fibromyalgia  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
and if 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.  The main  product  line of ADBSI is PMS  Escape.  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.

         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.

THE THREE MONTHS  ENDED MARCH 31, 2006  COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2005:

         Swiss Medica net revenues were  $1,221,501 and $1,127,412 for the first
quarter of 2006 and 2005 respectively,

The following is a summary of financial  information for the three months ending
March 31, 2006 and 2005 respectively:

                                       THREE MONTHS ENDING MARCH 31
                                          2006              2005
                                      ------------     ------------
Revenue:                              $  1,221,501     $  1,127,412
Cost of Sales                              198,670          203,235
                                      ------------     ------------
GROSS PROFIT                             1,022,831          924,177
  Gross Profit as % of Sales                    84%              82%
Operating Expenses:
Wages & Salaries                           339,879          251,918
Marketing & Promotions                   1,112,733          603,768
Selling, General and Admin                 791,818        1,013,661
Depreciation and Amortization               48,854           50,268
                                      ------------     ------------
TOTAL OPERATING EXPENSES                 2,293,284        1,919,615

LOSS FROM OPERATIONS                  ($ 1,270,453)    ($   995,438)
                                      ------------     ------------

Interest Expense                          (192,285)         (31,244)

Provision for Income Taxes                      --               --

NET LOSS                              ($ 1,462,738)    ($ 1,026,682)
                                      ============     ============


                                      SALES

Our net  revenues  from  operations  for the  quarter  ended March 31, 2006 were
$1,221,501, compared to $1,127,412 for the quarter ended March 31, 2005 and were
generated predominately by sales to (approximate figures):

                                                Three months ending March 31,
                                                    2006           2005
                                                ------------   ------------
U.S. based professional outlets:                $    612,000             --
U.S. based pharmaceutical outlets:              $    348,000   $    755,000
Canadian based pharmaceutical outlets:          $    146,000   $    298,000
Health products:                                $    105,000   $     36,000
Grocery chains:                                 $     10,000   $     29,000



                         COST OF SALES AND GROSS PROFIT

Cost of sales for our quarter ending March 31, 2006 were $198,670,  generating a
gross  margin on sales of 84%  compared to $203,235 and 82% for the three months
ending March 31, 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.


<PAGE>

                  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
$158,313 for the quarter ending March 31, 2006 compared to $70,350 for the three
months ending March 31, 2005.  Stock based  compensation  was granted to recruit
and compensate legal, marketing,  business and development advisors. The Company
also charged $5,433 of employee  stock option  expense to operations  during the
quarter ended March 31, 2006, upon the adoption of SFAS 123R on January 1, 2006.

         Cash  based   Selling,   General  and   Administrative   costs  totaled
approximately  $2.0 million for the quarter  ending  March 31, 2006  compared to
$1.8  million  for  the  three   months   ending  March  31,  2005  and  include
approximately:

      o     $1,097,000 on advertising and product marketing  ($604,000 for three
            months ending March 31, 2005)
      o     $340,000 on payroll and related benefits  ($252,000 for three months
            ending March 31, 2005)
      o     $121,000  on Agent's  fees & Logistic  Services  ($29,000  for three
            months ending March 31, 2005)
      o     $117,000 on Fees and  Licenses  ($283,000  for three  months  ending
            March 31, 2006)
      o     $35,000 on Public and Investor  relations ($156,000 for three months
            ending March 31, 2005)
      o     $67,000 on Legal fees  ($88,000  for three  months  ending March 31,
            2005)

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

         Depreciation and Amortization

         Depreciation  & Amortization  expenses of $48,854 were incurred  during
the quarter ended March 31, 2006 to amortize the tangible and intangible  assets
acquired from the General Cosmetics Corporation acquisition and office equipment
purchases.  Depreciation  &  Amortization  expenses for the three months  ending
March 31, 2005 totaled $50,268.

                                INTEREST EXPENSE

         Interest  expenses of $192,285 were incurred  during the quarter ending
March 31, 2006,  and $31,244 for the quarter ended March 31, 2005.  This relates
to interest paid on promissory notes and redeemable debentures.

Liquidity and Capital Resources

         As of March 31,  2006 we have  $32,860 in usable  cash and  $150,000 in
restricted  cash which is not  available to us. Our current  liabilities  exceed
current  assets in the amount of $258,329.  As a result of our operating  losses
incurred during the quarter ended March 31, 2006, adjusted by $163,746 of common
stock and stock  options  issued to employees  and  consultants  in exchange for
compensations,  $41,994 of  amortization  of common stock and warrants issued in
prior periods in exchange for deferred financing costs,  $48,854 of depreciation
and amortization of fixed assets and intangible assets,  $264,304 of decrease in
assets,  and $545,000 of increases in accrued  liabilities,  we generated a cash
flow deficit from  operating  activities of $398,840 for the three months ending
March 31, 2006. We met our cash requirements  primarily through the net proceeds
from issuing notes  payable of  approximately  $378,000  during the three months
ended March 31, 2006.

         On April 13,  2006 (the "First  Closing  Date"),  the company  closed a
financing transaction in which it sold secured convertible redeemable debentures
to Montgomery Equity Partners,  Ltd, to raise  $2,000,000.  The company received
$1,300,000 on the First  Closing Date,  and will receive the balance of $700,000
on the date the Registration Statement is filed.

         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;


<PAGE>

            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.  If we cannot secure  additional  financing
when needed, we may be required to cease operations.

         By  adjusting  operations  and  development  to the level of  available
resources,  management  believes it has sufficient  capital resources to operate
the business  for 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, 2005,  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.

Risk Factor

         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 the risks  described below or any other risks which
it may face, then its business,  operating results and financial condition could
be  materially  adversely  affected,  and  you  could  lose  all or part of your
investment.  For these reasons,  prospective investors should carefully consider
the risks  described  below as well as any other  possible  risks  that could be
important.

We 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 an Immediate Need for Capital.

         We have been  dependent  primarily on private  placements of our equity
and debt  securities  and  shareholder  loans to fund  our  operations.  We need
additional  funding to continue 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.


<PAGE>

OUR DEBT AGREEMENTS CONTAIN  RESTRICTIVE  COVENANTS AND OUR DEBT OBLIGATIONS ARE
SUBSTANTIAL IN RELATION OUR ASSETS.

         At March 31, 2006,  we had  approximately  $5.8 million of  outstanding
indebtedness,  including $2.6 million in secured and unsecured  notes.  In April
2006 we issued  another  $1,300,000 in secured,  convertible  debt  instruments.
Accordingly,  the total amount of our obligations 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  and lease
      payments under our leases, 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.


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.

         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  just over one year ago, we have little  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.


<PAGE>

         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.

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.


<PAGE>

OUR CHIEF  EXECUTIVE  OFFICER  CONTROLS A LARGE  PERCENTAGE OF OUR COMMON STOCK,
WHICH ALLOWS HIM 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 Class A common stock, and a
substantial  majority of our  outstanding  voting  stock.  There is currently an
aggregate of 101,363,000  shares of Class A and Class B Common Stock outstanding
at May 3,  2006.  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,  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.

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.


<PAGE>

         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 our stock.  The shares of
Class  A  Common  Stock  are  often  registered  under a Form  S-8  Registration
Statement that we file 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.

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.


<PAGE>

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.

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. UNREGISTERED SALES OF EQUITY SECURITIES


During the quarter ended March 31, 2006 we issued 1,056,250 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  1,056,250  shares  of our  Common  Stock was  $158,313.  These
transactions  were exempt  from  registration  pursuant  to Section  4(2) of the
Securities Act of 1933.

ITEM  3. DEFAULTS UPON SENIOR SECURITIES

         None

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

         None

ITEM  5. OTHER INFORMATION

         None


<PAGE>

ITEM  6. 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)

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

      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.


                                     SWISS MEDICA, INC.



                                     By: RAGHUNATH KILAMBI


                                     /s/ Raghunath Kilambi
                                     ------------------------------------
Date:  May 13, 2006                  Raghunath Kilambi, Chief Executive Officer


                                  SUBSIDIARIES


Subsidiary                                           State of Incorporation
----------                                           ----------------------

1. Anti-Depression Biohealth Solutions, Inc.         Florida