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, 2004

                 For the quarterly period ended: March 31, 2004

                        Commission file number: 000-9489

                               SWISS MEDICA, INC.
             (Exact name of registrant as specified in its charter)

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

                          53 Yonge Street, Third Floor
                             Toronto, Canada M5E 1J3

                    (Address of principal executive offices)

                                  416-868-0202
               (Registrant's telephone number including area code)


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 13, 2004 the Company had 55,351,524 shares of its par value $0.001
common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

         Yes [ ]          No [X]


                    NOTE REGARDING FORWARD LOOKING STATEMENTS

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


<PAGE>

all, of the risks that could cause actual results to differ from those suggested
by the forward-looking statements include, among other things:

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

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

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

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

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

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

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

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

<PAGE>

                               SWISS MEDICA, INC.

                                Table of Contents

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Balance Sheets:
                  March 31, 2004 and December 31, 2003

                  Condensed Statements of Losses:
                  Three Months Ended March 31, 2004 and 2003

                  Condensed Statements of Cash Flows:
                  Three Months Ended March 31, 2004 and 2003

                  Notes to Unaudited Condensed Financial Information:
                  March 31, 2004

         Item 2.  Management's Discussion and Analysis or Plan of Operations

         Item 3.  Controls and Procedures


PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

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

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                               SWISS MEDICA, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        (Unaudited)        (Audited)
                                                      March 31, 2004   December 31, 2003
                                                      --------------   -----------------
<S>                                                    <C>               <C>
ASSETS:

Cash and cash equivalents                              $  2,243,970      $      1,471
Accounts receivable, net of allowance for doubtful
accounts of $18,673 and $18,364 at March 31, 2004
and December 31, 2003, respectively                         105,811           103,017
Inventories (Note C)                                         30,406             8,057
Prepaid expenses and deposits                                61,431            86,310
                                                       ------------      ------------

Total current assets                                      2,441,618           198,855

Property and equipment: (Note B)

Property and equipment:                                      48,751            48,751

Less: accumulated depreciation                                8,531             6,094
                                                       ------------      ------------

Total property and equipment                                 40,220            42,657

Other assets: (Note B)

Intangible assets, net of accumulated amortization
of $162,488 and $116,062 at March 31, 2004 and
December 31, 2003, respectively                             597,262           643,688
                                                       ------------      ------------
Total assets                                           $  3,079,100      $    885,200
                                                       ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY:

Cash disbursed in excess of available funds            $         --      $      3,102
Accounts payable and accrued liabilities                    270,847           184,585
Other advances                                                9,513           126,527
                                                       ------------      ------------

Total current liabilities                                   280,360           314,214

Commitments and contingencies                                    --                --

Stockholders' equity:

Preferred stock, par value $.001 per share;
10,000,000 shares authorized; none issued at March
31, 2004 and December 31, 2003 (Note D)                          --                --

Class A Common stock, par value $ .001 per share;
100,000,000 shares authorized; 52,061,225 and
26,962,530 shares issued at March 31, 2004 and
December 31, 2003, respectively (Note D)                     52,061            26,963

Class B Common stock, par value $.001 per share;
50,000,000 shares authorized; 2,000,000 shares
issued at March 31, 2004 and December 31, 2003,
respectively (Note D)                                         2,000             2,000

Additional paid-in capital                               24,102,661        19,679,507

Accumulated deficit                                     (21,357,982)      (19,137,484)
                                                       ------------      ------------

Total stockholders' equity                                2,798,740           570,986
                                                       ------------      ------------
Total liabilities and stockholders' equity             $  3,079,100      $    885,200
                                                       ============      ============
</TABLE>


   See accompanying footnotes to the unaudited condensed financial information


<PAGE>

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

<TABLE>
<CAPTION>
                                                              For the three months
                                                                 ended March 31,
                                                        ------------------------------
                                                            2004              2003
                                                        ------------      ------------
<S>                                                     <C>               <C>
Revenue:
Sales, net                                              $      6,069      $         --

Cost of Sales                                                  1,222                --
                                                        ------------      ------------

Gross Profit                                                   4,847                --

Operating Expenses:

Selling, General and Administrative expenses               2,176,482         1,559,215

Depreciation and Amortization (Note B)                        48,863                --
                                                        ------------      ------------

Total Operating Expenses                                   2,225,345         1,559,215


Loss from Operations                                      (2,220,498)       (1,559,215)

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

Net Loss                                                $ (2,220,498)     $ (1,559,215)
                                                        ============      ============

Loss per common share (basic and assuming dilution)     $      (0.07)     $      (0.74)
                                                        ============      ============

Weighted average common shares outstanding                32,001,503         2,121,341
</TABLE>


   See accompanying footnotes to the unaudited condensed financial information

<PAGE>

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

<TABLE>
<CAPTION>
                                                                        For the three month
                                                                           ended March 31,
                                                                    ----------------------------
                                                                        2004             2003
                                                                    -----------      -----------
<S>                                                                 <C>              <C>
Cash flows from operating activities:
Net loss                                                            $(2,220,498)     $(1,559,215)

Adjustments to reconcile net loss to net cash (used in)
operating activities:
Common stock issued in exchange for services rendered (Note D)        1,266,879        1,602,842
Common stock issued in exchange for expenses paid by
shareholders (Note D)                                                     7,374           20,000
Stock warrants issued to consultants in exchange for services
(Note E)                                                                287,500               --
Depreciation and amortization (Note B)                                   48,863               --
Expenses prepaid in prior period                                         26,710
(Increase) decrease in accounts receivable                               (2,795)              --
(Increase) decrease in inventories                                      (22,350)              --
(Increase) decrease in deposits and other assets                         (1,830)              --
Increase (decrease) in cash disbursed in excess of available
funds                                                                    (3,102)              26
Increase (decrease) in accounts payable and accrued liabilities          86,261          (63,751)
                                                                    -----------      -----------
Net cash (used in) operating activities                                (526,988)             (98)

Cash flows from investing activities:                                        --               --

Cash flows from financing activities:

Proceeds from sale of common stock, net of costs                      2,886,500               --
Proceeds from (repayments to) third party advances                     (117,013)              --
                                                                    -----------      -----------
Net cash provided by investing activities                             2,769,487               --

Net increase (decrease) in cash and cash equivalents                  2,242,499              (98)
Cash and cash equivalents at the beginning of the period                  1,471               98
                                                                    -----------      -----------
Cash and cash equivalents at the end of the period                  $ 2,243,970      $        --
                                                                    ===========      ===========
Supplemental Disclosures of Cash Flow Information:
Interest paid in cash                                               $        --      $        --

Taxes paid in cash                                                           --               --

Issuance of common stock in exchange for services                     1,266,879        1,602,842
Issuance of common stock in exchange for expenses paid by
shareholders                                                              7,374           20,000

Issuance of common stock in exchange for debts                               --          766,796

Issuance of stock warrants in exchange for services                     287,500               --

Expenses prepaid in prior period                                         26,710               --
</TABLE>


   See accompanying footnotes to the unaudited condensed financial information

<PAGE>

                               SWISS MEDICA, INC.
                    NOTES TO CONDENSED FINANCIAL INFORMATION
                                 MARCH 31, 2004
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

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

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results from operations for the three-month period ended March 31, 2004 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2004. The unaudited financial statements should be read in
conjunction with the December 31, 2003 financial statements and footnotes
thereto included in the Company's SEC Form 10-KSB.

Business and Basis of Presentation

Swiss Medica, Inc., (the "Company") was reincorporated under the laws of the
State of Delaware in September 2001. The Company is currently a Bioscience
distribution company.

Reclassification

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

Stock Based Compensation

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2003 and for
the subsequent periods. The Company has no stock based awards of compensation
issued and outstanding as of March 31, 2004.

<PAGE>

                               SWISS MEDICA, INC.
                    NOTES TO CONDENSED FINANCIAL INFORMATION
                                 MARCH 31, 2004
                                   (UNAUDITED)

NOTE B - ACQUISITION

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

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

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

PROPERTY AND EQUIPMENT

In connection with the acquisition of assets from General Cosmetics Corporation,
the Company's acquired a total of $48,751 of property and equipment. Property
and equipment at March 31, 2004 and December 31, 2003 consists of the following:

                                         March 31, 2004      December 31, 2003
                                         --------------      -----------------
  Office furniture and equipment            $  48,751           $  48,751
  Accumulated depreciation                    (8,531)             (6,094)
                                            ---------           ---------
                                            $  40,220           $  42,657
                                            =========           =========

Depreciation expense included as a charge to operations amounted to $2,437 and
$0 for the period ended March 31, 2004 and 2003, respectively.

INTANGIBLE ASSETS

The cost to acquire the intangible assets has been preliminarily allocated to
the assets acquired according to estimated fair values and is subject to
adjustment when additional information concerning asset valuations is finalized.

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

<PAGE>

                               SWISS MEDICA, INC.
                    NOTES TO CONDENSED FINANCIAL INFORMATION
                                 MARCH 31, 2004
                                   (UNAUDITED)

NOTE B - ACQUISITION (CONTINUED)

INTANGIBLE ASSETS (Continued)

The intangible assets acquired 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      $(98,569)     $464,681      $   --          5.0
Customer Mailing Lists                  30,000        (5,250)       24,750          --          5.0
Trademarks                              45,000        (7,875)       37,125          --          5.0
Non-compete agreements                 112,500       (49,219)       63,281          --          2.0
Other                                    9,000        (1,575)        7,425          --          5.0
                                     ---------     ---------     ---------      ------          ---
Total                                $ 759,750     $(162,488)    $ 597,262      $   --          4.6
                                     =========     =========     =========      ======          ===
</TABLE>

Total amortization expense charged to operations for the period ended March 31,
2004 and 2003 was $46,426 and $0, respectively.

Estimated amortization expense as of March 31, 2004 is as follows:

       2004                             $ 139,274
       2005                               150,544
       2006                               129,450
       2007                               129,450
       2008                                48,544
                                        ---------
       Total                            $ 597,262
                                        =========

NOTE C - 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, 2004 and
December 31, 2003 are as follows:

                                      March 31, 2004         December 31, 2003
                                      --------------         -----------------
         Raw Materials                   $  8,266                $ 2,893
         Finished Goods                    22,140                  5,164
                                         --------                -------
                                         $ 30,406                $ 8,057
                                         ========                =======

NOTE D - CAPITAL STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock with par
value $.001 per share, 100,000,000 shares of Class A common stock with par value
of $.001 per share, and 50,000,000 shares of Class B common stock with par value
$.001 per share. On November 27, 2002, the Company effected a "one-for-one
hundred" reverse stock split of its outstanding shares of Class A common stock.
The authorized shares remain unchanged. All references in the financial
statements and notes to financial statements, numbers of shares and share
amounts have been retroactively restated to reflect the reverse split. As of
March 31, 2004 and December 31, 2003, the Company has no preferred stock issued
and outstanding. The Company has 52,061,225 and 26,962,530 shares of Class A
common stock issued and outstanding at March 31, 2004 and December 31, 2003,
respectively. The Company also has issued and outstanding 2,000,000 shares of
Class B common stock at March 31, 2004 and December 31, 2003.

<PAGE>

                               SWISS MEDICA, INC.
                    NOTES TO CONDENSED FINANCIAL INFORMATION
                                 MARCH 31, 2004
                                   (UNAUDITED)

NOTE D - CAPITAL STOCK (CONTINUED)

For the three-month period ended March 31, 2004, the Company issued an aggregate
of 5,566,825 shares of Class A common stock to attorneys and consultants for
services rendered in the amount of $1,266,879. All valuations of common stock
issued for services were based upon the value of the services rendered, which
did not differ materially from the fair value of the Company's common stock
during the period the services were rendered. The Company also issued an
aggregate of 19,490,000 shares of Class A common stock in exchange for
$2,886,500 of proceeds, net of costs and fees. The Company issued an aggregate
of 41,870 shares of Class A common stock in exchange for $7,374 of expenses paid
by shareholders.

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

NOTE E - WARRANTS

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

<TABLE>
<CAPTION>
                      Warrants Outstanding                            Warrants Exercisable
               ----------------------------------                  ----------------------------
                               Weighted Average       Weighted                      Weighted
    Exercise      Number    Remaining Contractual     Average         Number        Average
     Prices    Outstanding       Life (Years)      Exercise Price  Exercisable   Exercise Price
    --------   -----------  ---------------------  --------------  -----------   --------------
<S>             <C>                  <C>              <C>           <C>              <C>
     $75.00         8,675            2.6              $ 75.00           8,675        $ 75.00
     $ 0.45       100,000            1.7              $  0.45         100,000        $  0.45
     $ 0.75       100,000            1.7              $  0.75         100,000        $  0.75
     $ 0.40     7,906,250            3.0              $  0.40       7,906,250        $  0.40
     $ 0.30     7,906,250            3.0              $  0.30       7,906,250        $  0.30
     $ 0.25    13,571,250            1.1              $  0.25      13,571,250        $  0.25
     $ 0.16     1,562,500            3.0              $  0.16       1,562,500        $  0.16
                ---------            ---              -------      ----------        -------
               31,154,925            2.2              $  0.32      31,154,925        $  0.32
               ==========            ===              =======      ==========        =======
</TABLE>

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

                                                            Weighted Average
                                          Number of Shares  Price Per Share
                                          ----------------  ----------------
       Outstanding at January 1, 2002                --
          Granted                                10,000        $ 75.00
          Exercised                              (1,325)         75.00
          Canceled or expired                        --             --
                                            -----------        -------
       Outstanding at December 31, 2002           8,675          75.00
          Granted                               200,000           0.60
          Exercised                                  --             --
          Canceled or expired                        --             --
                                            -----------        -------
       Outstanding at December 31, 2003         208,675           3.69
          Granted                            30,946,250           0.30
          Exercised                                  --             --
          Canceled or expired                        --             --
                                            -----------        -------
       Outstanding at March 31, 2 004        31,154,925        $  0.32
                                            ===========        =======

<PAGE>

                               SWISS MEDICA, INC.
                    NOTES TO CONDENSED FINANCIAL INFORMATION
                                 MARCH 31, 2004
                                   (UNAUDITED)

NOTE E - WARRANTS (CONTINUED)

The weighted-average fair value of warrants granted to employees during the
period ended March 31, 2004 and 2003 and the weighted-average significant
assumptions used to determine those fair values, using a Black-Scholes option
pricing model are as follows:

                                                    2004        2003
                                                   -----       -----
    Significant assumptions (weighted-average):
      Risk-free interest rate at grant date         2.25%       1.63%

      Expected stock price volatility                 33%         84%
      Expected dividend payout                        --          --
      Expected warrant life-years (a)              2 to 4      2 to 4

      (a) The expected warrant life is based on contractual expiration dates.

The amount of the expense charged to operations in connection with granting the
warrants was $287,500 and $0 for the period ended March 31, 2004 and 2003,
respectively.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

RESULTS OF OPERATIONS

OVERVIEW

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

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

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

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

         To date during 2004, we have expanded the distribution of O24 pain
relief into major retail outlets in Canada and anticipate entering major retail
outlets in the United States in the latter part of 2004.

         We currently have 8 individuals who render services to us for our
day-to-day operations.

<PAGE>

Forward Looking Statements

This report may contain "forward-looking statements" which represent the
Company's expectations or beliefs, including, but not limited to, statements
concerning industry performance and the Company's results, operations,
performance, financial condition, plans, growth and strategies, which include,
without limitation, statements preceded or followed by or that include the words
"may," "will," "expect," "anticipate," "intend," "could," "estimate," or
"continue" or the negative or other variations thereof or comparable
terminology. Any statements contained in this report or the information
incorporated by reference that are not statements of historical fact may be
deemed to be forward-looking statements within the meaning of Section 27(A) of
the Securities Act of 1933 and Section 21(F) of the Securities Exchange Act of
1934. For such statements, the Company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. These statements by their nature involve substantial risks
and uncertainties, some of which are beyond the Company's control, and actual
results may differ materially depending on a variety of important factors, many
of which are also beyond the Company's control. You should not place undue
reliance on these forward-looking statements, which speak only as of the date of
this report. The Company does not undertake any obligation to update or release
any revisions to these forward-looking statements to reflect events or
circumstances after the date of this report or to reflect the occurrence of
unanticipated events, except to the extent such updates and/or revisions are
required by applicable law.


Management's Discussion and Analysis of Financial Condition and Results of
Operations


QUARTER ENDED MARCH 31, 2004

         Swiss Medica net revenues for the first quarter of 2004 were $6,069.
Swiss Medica began generating revenues in the third quarter of 2003, and prior
to June 2003 had no active operations. Therefore any comparisons of results of
operations and financial position with the quarter ended March 31, 2003 are not
relevant.

The following is a summary of financial information for the quarter ended March
31, 2004:

        Net Sales:                              $    6,069
        Cost of Sales:                          $    1,222
                                                ----------

        Gross Profit:                           $    4,847
        Gross Profit as % of Sales:                    80%

        Operating expenses:
            Wages & Salaries:                   $   15,944
           Selling General & Administrative
            expenses:                           $2,146,038
            Depreciation and amortization:      $   48,863

        Total operating expenses:               $2,210,845

        Net Loss:                                2,205,998

        Loss per Common Share:                  $     0.07

<PAGE>

         SALES

         Our revenues from operations for the quarter ended March 31, 2004 were
$6,588 (before discount allowances), and were generated predominately by sales
to Canadian retail outlets totaling $5,153 (before discount allowances). The
balance of our first quarter revenue (approximately 12%) was generated via
internet (on-line) sales, totaling $1,435. We allowed a provision of $519 to
cover discounts, commissions and cooperative advertising costs.

         COST OF SALES AND GROSS PROFIT

         Our first quarter ending March 31, 2004, cost of sales are $1,222,
generating a percentage margin on sales of 82%. Our gross profit percentage is
higher than we would anticipate for the balance of 2004 as our cost of sales
were lower than expected due to below market priced inventory acquired from
General Cosmetics Corporation. We anticipate normalized gross profit percentages
to be between 50% and 60%, depending on the distribution mix of our revenue and
related discounts and cooperative advertising costs. It should also be noted
that the raw materials used in the production process are commodities and prices
may vary significantly, depending upon prevalent market conditions.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

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

         Stock based compensation to Directors, Officers, Consultants &
Professional Advisors totaled $1,266,879. An additional $287,500 stock warrants
were issued to consultants in exchange for services. Stock based compensation
was granted to recruit and compensate executives, directors, legal advisors,
marketing, business and development advisors.

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

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

         DEPRECIATION & AMORTIZATION

         Depreciation & Amortization expenses of $48,863 were incurred during
the quarter ended March 31, 2004 to amortize the tangible and intangible assets
acquired from the General Cosmetics Corporation acquisition.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2004, our current assets exceed current liabilities in
the amount of $2,161,258. As a result of our operating losses during the first
quarter of 2004, we generated a cash flow deficit of $526,988 from operating
activities. We used no cash flows in connection with investing activities in
2004. We met our cash requirements through the private placement of $ 2,886,500
of common stock.

<PAGE>

         In the first quarter of 2004 we completed private offerings of
securities totaling $2,886,500 to provide working capital to fund our
operations, acquire inventory, step-up our marketing & advertising campaign and
to repay $117,013 of third party advances.

         On February 13, 2004 we closed a private equity financing of $250,000
through a private placement to Platinum Partners Global Equity Fund, L.P.,
issuing 2,500,000 Common shares and 3,750,000 related Warrants. On February 13,
2004 we closed a private equity financing of $50,000 through a private placement
to Fennmore Holdings, issuing 500,000 Common shares and 750,000 related
Warrants. On March 30, 2004 we closed an equity financing of $2.5 million
through a private placement to eighteen investors, issuing 15,625,000 Common
shares and 23,437,500 related Warrants. We will continue to fund our operations
through additional sales of our securities and/or through shareholder loans as
required. During the Quarter we also closed several private equity financings
totaling $86,500, for which we issued a total of 865,000 Common shares and
865,000 related Warrants.

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

         Our independent certified public accountants have stated in their
report, which is included with our audited financial statements in the Form
10-KSB for the period ended December 31, 2003, that we have incurred operating
losses in the last two years and that we are dependent on management's ability
to raise capital and develop profitable operations. These factors, among others,
may raise substantial doubt about our ability to continue as a going concern.


FACTORS AFFECTING BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION

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

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

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

<PAGE>

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

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

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

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

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

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

WE MAY NEVER BECOME PROFITABLE.

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

<PAGE>

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

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

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

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

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

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

WE ARE DEPENDENT ON OUR TRADEMARKS AND PATENTS.

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

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

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

<PAGE>

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

         Our executive officers and directors (and their affiliates), in the
aggregate, own approximately 25% of our outstanding common stock, and a
substantial majority of our outstanding voting stock. There is currently an
aggregate of 57,351,524 shares of Class A and Class B Common Stock outstanding.
The holders of the Class A and Class B Common Stock vote together on all matters
submitted to a shareholder vote. Raghunath Kilambi, our Chief Executive Officer,
Chief Financial Officer and a director, owns 1,784,451 shares of our Class A
Common Stock, and 2,000,000 shares of our Class B Common Stock which 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. 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 and Chief
Financial Officer, Grant Johnson, our President, and Greg Nuttall, our Executive
Vice President, Strategy & Business Development. We do not carry key-man life
insurance on any executive. Given the early stage of our development and our
plans for rapid expansion, the loss of the services of any executive or the
services of any other key employees we may hire in the future would have a
substantial, adverse effect on our business. We believe that our future success
will depend in large part on our ability to attract and retain highly skilled
sales, marketing and management personnel. If we are unable to hire the
necessary personnel, the development of our business would likely be delayed or
prevented. Competition for these highly skilled employees is intense. As a
result, we cannot assure you that we will be successful in retaining our key
personnel or in attracting and retaining the personnel we require for expansion.

<PAGE>

WE FACE SIGNIFICANT COMPETITION.

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

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

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

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

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

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

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


<PAGE>

must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
Consequently, the penny stock rules affect the ability of broker-dealers to sell
shares of our common stock and may affect the ability of stockholders to sell
their shares in the secondary market if such a market should ever develop, as
compliance with such rules may delay and/or preclude certain trading
transactions. The penny stock rules could have a material adverse effect on the
liquidity and/or market price of our common stock.

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

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

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

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

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


ITEM 3. CONTROLS AND PROCEDURES

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

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

<PAGE>

PART II:  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

         Gleiss Lutz Hootz, a German law firm, has brought suit against Global
Path Inc., our predecessor Company, in a Canadian jurisdiction for $24,496.41
EURO, or approximately $29,266.00, for legal services allegedly authorized by us
in connection with an attempted acquisition transaction. We have defended this
action on the basis that the transaction was aborted prior to the plaintiff
having been authorized to spend any significant amount of time on the file and
that the accounts rendered are grossly excessive. The action is still in its
early stages and we intend to continue to vigorously defend it.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the quarter ended March 31, 2004 we agreed to issue 19,490,000 shares of
our restricted Common Stock and underlying warrants totaling 28,802,500 to
twenty-four investors in exchange for a total investment of $2,886,500. The
Company shall use its best efforts to file a registration statement to register
the shares of common stock and the related shares underlying the warrants issued
by May 15, 2004.


During the quarter ended March 31, 2004 we issued 5,708,695 shares of our Common
Stock to various individuals and corporations in exchange for management
services and consulting services, which includes 457,377 shares issued to R.
Kilambi, our Chief Executive Officer and Chief Financial Officer, and 443,363
shares issued to G. Nuttall, our Executive Vice President, which were issued in
lieu of salary or wages . The total value of the services we received was
$1,266,879. 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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits

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

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


<PAGE>

    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)

    31.   Certification Pursuant to Rule 13a-14(a) and 15d-14(a)(4)

    32.   Certification 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.

    (b)  Reports on Form 8-K filed during the three months ended
         March 31, 2004

The Company filed Form 8-K, earliest event report dated February 19, 2004 under

Items 5. Other Events and Regulation FD Disclosure.


                                         SWISS MEDICA, INC.

                                         By: /s/RAGHU KILAMBI
                                         --------------------------------------
Date:  May 14, 2004                      Raghu Kilambi, Chief Executive Officer
                                         and Chief Financial Officer