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, 2005

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

      For the transition period from ____________ to ______________

                        Commission file number 000-09489

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

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

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

                                 (416) 868-0202
                            Issuer's Telephone Number

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

As of May 6, 2005 the  Company  had  85,654,167  shares of its par value  $0.001
Class A common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one):

         Yes |_|      No |X|

<PAGE>

                               SWISS MEDICA, INC.

                                Table of Contents

PART I. FINANCIAL INFORMATION

            Item 1. Financial Statements (Unaudited)

                    Condensed Consolidated Balance Sheets:
                    March 31, 2005 and December 31, 2004

                    Condensed Consolidated Statements of Losses:
                    Three Months Ended March 31, 2005 and 2004

                    Condensed Consolidated Statements of Cash Flows:
                    Three Months Ended March 31, 2005 and 2004

                    Notes  to  Unaudited  Condensed  Consolidated  Financial
                    Information: March 31, 2005

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

            Item 3. Controls and Procedures

PART II. OTHER INFORMATION

            Item 1. Legal Proceedings

            Item 2. Changes in Securities

            Item 3. Defaults Upon Senior Securities

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

            Item 5. Other Information

            Item 6. Exhibits

<PAGE>

Item 1. Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                               SWISS MEDICA, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                              (Unaudited)
                                                             March 31, 2005    December 31, 2004
                                                             --------------    -----------------
<S>                                                          <C>                <C>
ASSETS:
Cash and cash equivalents                                    $  1,804,711       $  1,630,559

Accounts receivable, net of allowance for discounts
of $18,230 and $12,763 at March 31, 2005 and
December 31, 2004, respectively                                   892,156             60,412

Inventories (Note C)                                            1,024,588            616,585
Prepaid expenses and deposits                                     748,393             75,497
                                                             ------------       ------------
Total current assets                                            4,469,848          2,383,053
Property and equipment:
Property and equipment:                                            78,854             54,382
Less: accumulated depreciation                                     19,968             16,125
                                                             ------------       ------------
Total property and equipment                                       58,886             38,257

Other assets:
Intangible assets,  net of accumulated  amortization
of $348,188 and $301,763 at March 31, 2005 and
 December 31, 2004, respectively (Note B)                         411,562            457,987
Goodwill (Note B)                                                 500,000                 --
Other receivable                                                   15,734             22,798
Prepaid and other (Note B)                                        190,000                 --
                                                             ------------       ------------
Total other assets                                              1,117,296            480,785

Total assets                                                 $  5,646,030       $  2,902,095
                                                             ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued liabilities (Note G)            $    836,909       $  1,751,114
Convertible notes payable (Note D)                                     --            500,000
Notes payable, current portion (Note D)                           501,499            342,000
                                                             ------------       ------------
Total current liabilities                                       1,338,408          2,593,114

Accrued liabilities, long-term portion                             15,523                 --
Commitment and contingencies (Note I)                                  --                 --

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

Class A Common stock, par value $ .001 per share;
100,000,000 shares authorized; 85,504,167 and
66,493,654 shares issued at March 31, 2005 and
December 31, 2004, respectively (Note E)                           85,504             66,494

Class B Common stock, par value $.001 per share;
50,000,000 shares authorized; 2,000,000 shares
issued at March 31, 2005 and December 31, 2004 (Note E)             2,000              2,000
Additional paid-in capital                                     31,619,633         26,628,843

Accumulated deficit                                           (27,415,038)       (26,388,356)
                                                             ------------       ------------
Total stockholders' equity                                      4,292,099            308,981
                                                             ------------       ------------
Total liabilities and stockholders' equity                   $  5,646,030       $  2,902,095
                                                             ============       ============
</TABLE>


              See accompanying footnotes to the unaudited condensed
                       consolidated financial information

<PAGE>

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


                                       For the three months ended March 31,
                                            2005              2004
                                        ------------      ------------
Revenue:
Sales, net                              $  1,127,412      $      6,069
Cost of Sales                                203,235             1,222
                                        ------------      ------------
Gross Profit                                 924,177             4,847

Operating Expenses:
Selling, General and Administrative
expenses                                   1,869,347         2,176,482
Depreciation and Amortization                 50,268            48,863
                                        ------------      ------------
Total Operating Expenses                   1,919,615         2,225,345

Loss from Operations                        (995,438)       (2,220,498)

Interest Expense, net                        (31,244)               --
Provision for Income Taxes                        --                --
                                        ------------      ------------

Net Loss                                $ (1,026,682)     $ (2,220,498)
                                        ============      ============

Loss per common share (basic and
assuming dilution)                      $      (0.01)     $      (0.07)
                                        ============      ------------
Weighted average common shares
outstanding                               77,903,446        32,001,503
                                        ============      ============


       See accompanying footnotes to the unaudited condensed consolidated
                              financial information

<PAGE>

<TABLE>
<CAPTION>
                               SWISS MEDICA, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                              For the three months ended March 31,

                                                                    2005                2004
                                                                -----------         -----------
<S>                                                             <C>                 <C>
Cash flows from operating activities:
Net loss                                                        $(1,026,682)        $(2,220,498)
Adjustments to reconcile net loss to net cash (used in)
  operating activities:
Common stock issued in exchange for services
  rendered (Note E)                                                  70,350           1,266,879
Common stock issued in exchange for expenses
  paid by shareholders                                                   --               7,374
Stock warrants issued in exchange for services
  rendered (Note F)                                                      --             287,500
Depreciation and amortization                                        50,268              48,863
Expenses prepaid in prior period                                     74,933              26,710
(Increase) decrease in accounts receivable                         (831,745)             (2,795)
(Increase) decrease in inventories                                 (408,003)            (22,350)
(Increase) decrease in deposits and other assets                   (830,763)             (1,830)
Increase (decrease) in cash disbursed in excess
  of available funds                                                     --              (3,102)
Increase (decrease) in accounts payable and
  accrued liabilities                                               117,318              86,261
                                                                -----------         -----------
Net cash (used in) operating activities                          (2,784,324)           (526,988)

Cash flows from investing activities:
Purchase of property and equipment                                  (24,473)                 --
                                                                -----------         -----------
Net cash (used in) investing activities                             (24,473)                 --

Cash flows from financing activities:
Proceeds from notes payable, net of repayments (Note D)             159,499                  --
Proceeds from sale of common stock, net of costs
  and fees (Note E)                                               3,323,450           2,886,500
(Repayments to) convertible debentures (Note D)                    (500,000)                 --
(Repayments to) third party advances                                     --            (117,013)
                                                                -----------         -----------

Net cash provided by investing activities                         2,982,949           2,769,487
Net increase in cash and cash equivalents                           174,152           2,242,499
Cash and cash equivalents at the beginning of the period          1,630,559               1,471
                                                                -----------         -----------
Cash and cash equivalents at the end of the period              $ 1,804,711         $ 2,243,970
                                                                ===========         ===========

Supplemental Disclosures of Cash Flow Information:
Interest paid in cash                                           $    23,812         $        --
Income taxes paid in cash                                       $        --         $        --
Issuance of common stock in exchange for
  services (Note E)                                             $    70,350         $ 1,266,879
Issuance of common stock in exchange for expenses
  paid by shareholders                                          $        --         $     7,374
Issuance of Class A common stock in exchange
  for accrued liabilities (Note E)                              $ 1,016,000         $        --
Issuance of stock warrants in exchange for
  services (Note F)                                             $        --         $   287,500
Expenses pre-paid in prior year                                 $    74,933         $    26,710
Acquisition of ADBSI (Note B):
  Assets acquired                                               $   196,637         $        --
  Goodwill                                                          500,000                  --
  Common stock issued                                              (600,000)                 --
                                                                -----------         -----------
  Net cash paid for acquisition                                 $   (96,637)        $        --
                                                                ===========         ===========
</TABLE>

       See accompanying footnotes to the unaudited condensed consolidated
                             financial information

<PAGE>

                               SWISS MEDICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

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

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

Business and Basis of Presentation

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

On March 31, 2005, the Company entered into an Agreement and Plan of Acquisition
(the "Acquisition Agreement") with Anti-Depression BioHealth Solutions,  Inc., a
Florida  corporation  ("ADBSI")  and UTEK  Corporation,  a Delaware  corporation
("UTEK").  All  outstanding  shares of common stock of ADBSI were  exchanged for
2,105,263  restricted  shares  of  Class A  common  stock  of the  Company  in a
transaction accounted for using the purchase method of accounting. As additional
consideration  pursuant to the terms of the Acquisition  Agreement,  the Company
paid UTEK,  the sole  shareholder  of ADBSI,  $96,673 in cash.  As result of the
closing  under the  Acquisition  Agreement  on March 31,  2005,  ADBSI  became a
wholly-owned subsidiary of the Company (see Note B).

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

Stock Based Compensation

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

<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)

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

Revenue Recognition

For revenue from product  sales,  the Company  recognizes  revenue in accordance
with Staff Accounting  Bulletin No. 104, Revenue Recognition  ("SAB104"),  which
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.

Reclassification

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

<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE B - BUSINESS COMBINATIONS

General Cosmetics Corporation.

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

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

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

<TABLE>
<CAPTION>
                                      Gross                                              Weighted Average
                                    Carrying     Accumulated                 Residual      Amortization
                                     Amount     Amortization       Net        Value       Period (Years)
                                  ----------    ------------  ----------   ----------    ---------------
<S>                               <C>           <C>           <C>          <C>                   <C>
Amortizable Intangible Assets:
Patents                           $  563,250    $ (183,056)   $  380,194   $       --            5.0
Customer Mailing Lists                30,000        (9,750)       20,250           --            5.0
Trademarks                            45,000       (14,625)       30,375           --            5.0
Non-compete agreements               112,500       (91,406)       21,094           --            2.0
Other                                  9,000        (2,925)        6,075           --            5.0
                                  ----------    ----------    ----------   ----------     ----------
Total                             $  759,750    $ (301,762)   $  457,988   $       --            4.6
                                  ==========    ==========    ==========   ==========     ==========

The  intangible  assets  acquired from General  Cosmetics and carrying  value at
March 31, 2005 are:

<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    $ (211,219)   $  352,031   $       --            5.0
Customer Mailing Lists                30,000       (11,250)       18,750           --            5.0
Trademarks                            45,000       (16,875)       28,125           --            5.0
Non-compete agreements               112,500      (105,469)        7,031           --            2.0
Other                                  9,000       (3,375)         5,625           --            5.0
                                  ----------    ----------    ----------   ----------     ----------
Total                             $  759,750    $ (348,188)   $  411,562   $       --            4.6
                                  ==========    ==========    ==========   ==========     ==========
</TABLE>

Total amortization  expense charged to operations for the period ended March 31,
2005 and 2004 were $46,425 and $46,426, respectively.

<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE B - BUSINESS COMBINATIONS (Continued)

General Cosmetics Corporation. (Continued)

Estimated amortization expense as of March 31, 2005 is as follows:

       Fiscal year 2005                    $ 104,118
       Fiscal year 2006                      129,450
       Fiscal year 2007                      129,450
       Fiscal year 2008                       48,544
                                           ---------
       Total                               $ 411,562
                                           =========

Anti-Depression BioHealth Solutions, Inc.

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

The following summarizes the acquisition of ADBSI:

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

The  Company  valued  the common  stock  issued to the UTEK at $0.285 per share,
which  approximated  the fair value of the Company's common stock at the date of
acquisition.  The Company has  recorded  the  carryover  basis of the net assets
acquired,  which  did not  differ  materially  from  their  fair  value  and its
operating  results have been  included in the Company's  consolidated  financial
statements since the date of purchase.

The Company is in the process of  calculating  valuations of certain  intangible
assets,  and obtaining third party  verification  of the  valuations;  thus, the
allocation  of the  purchase  price is  subject  to  refinement.  The  resulting
preliminary  goodwill  arises from the Company's  perception of the value of the
existing customer base.

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.

The assets acquired from ADBSI at March 31, 2005 are:

                                       Amount
                                     ---------
Inventory                             $  6,637
Option agreement                        15,000
License agreement                      125,000
Prepaid expense                         50,000
                                     ---------
Total                                $ 196,637
                                     =========

<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE B - BUSINESS COMBINATIONS (Continued

Anti-Depression BioHealth Solutions, Inc. (Continued)

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

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

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

NOTE C - INVENTORIES

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

                                     March 31, 2005       December 31, 2004
                                     --------------       -----------------
         Raw Materials                  $   370,548              $ 172,652
         Finished Goods                     654,040                443,933
                                        -----------              ---------
                                        $ 1,024,588              $ 616,585
                                        ===========              =========

<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE D - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

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

<TABLE>
<CAPTION>
                                                             March 31, 2005     December 31, 2004
                                                             --------------     -----------------
<S>                                                             <C>                 <C>
Notes payable to Strategic Equity Corp.; interest rate          $ 237,000           $ 237,000
24% per annum; interest only payable monthly, maturity
date is June 5, 2005. (a)
Notes payable to Strategic Equity Corp.; non-interest
bearing, with $59,167 of principal  due and payable
on or before  January 5, 2005,  $9,167 on or before
February 5, 2005, $9,167 on or before March 5, 2005,
$9,167 on or before April 5, 2005, $9,167 on or
before May 5, 2005,                                                27,499             105,000
and $9,165 on or before June 5, 2005 (a)
Notes payable to Strategic Equity Corp.; interest rate
24% per annum; interest only payable monthly, maturity            237,000                  --
date is June 5, 2005. (a)
Convertible notes payable to Highgate House, LP and
Montgomery Equity Partners, LP; interest at 7% per
annum, with a maturity date of 210 days from the
issuance ("Maturity Date"). The Company granted the
noteholder a security interest in substantially all of
the Company's assets and intellectual property and                     --           $ 500,000
registration rights. (b)
                                                                ---------           ---------
Total                                                             501,499             842,000
Less: current portion                                            (501,499)           (842,000)
Long term portion                                               $      --           $      --
                                                                =========           =========
</TABLE>


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

<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

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

(b) Convertible Notes Payable:  On December 23, 2004, the Company entered into a
Securities   Purchase   Agreement  with  Highgate  House,  LP  ("Highgate")  and
Montgomery  Equity  Partners,  LP  ("Montgomery").  Pursuant  to the  Securities
Purchase Agreement, the Company was to issue  convertible-redeemable  debentures
to Highgate and  Montgomery  in the  original  principal  amount of  $1,000,000,
collectively.  The  $1,000,000  was to be  disbursed  as follows:  $500,000  was
disbursed  on December  28, 2004 (the "First  Traunche")  and $500,000 was to be
disbursed within five days of the filing of a registration  statement related to
the shares  issuable upon  conversion  of the  convertible  debentures  ("Second
Traunche").   Pursuant  to  the  Securities  Purchase  Agreement,  Highgate  and
Montgomery each received 250,000 warrants.

As of December 31, 2004, immediately after the issuance of the convertible notes
payable,  the  Company's  management  has approved to terminate  the  Securities
Purchase Agreement with Highgate and Montgomery, and a Termination Agreement was
finalized  and entered  into on January 19,  2005.  At December  31,  2004,  the
Company  had  accrued  $125,000  of  financing  charges in  connection  with the
redemption of the convertible  debentures.  The Company also has included in its
accrued  liabilities the 250,000 shares of common stock to be issued,  valued at
the fair market value of the Company's  common stock at the date the  management
proved  the  Termination  Agreement.   The  Securities  Purchase  Agreement  was
accordingly  terminated  without the Second Traunche being funded, and the First
Traunche has been redeemed for $625,000  plus accrued  interest in January 2005.
The 250,000 shares of common stock were also issued in January 2005.

The Company  accounted for the above note payable and stock  purchase  rights in
accordance with APB No. 14,  "Accounting  for  Convertible  Debt and Debt Issued
with Stock Purchase Warrants" ("APB 14"). The conversion price exceeded the fair
value of the  company's  common  stock at the time  the  conversion  option  was
granted.  Accordingly,  there was no imbedded  beneficial  conversion feature in
connection with the issuance of the convertible debentures.

NOTE E - 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, 2005 and December 31, 2004, the Company has no preferred  stock issued
and  outstanding.  The Company has 85,504,167  and 66,493,654  shares of Class A
common  stock  issued and  outstanding  at March 31, 2005 and December 31, 2004,
respectively.  The Company also has issued and outstanding  2,000,000  shares of
Class B common stock at March 31, 2005 and December 31, 2004.

During the  three-month  period  ended March 31,  2005,  the  Company  issued an
aggregate of 205,000 shares of Class A common stock to attorneys and consultants
for services  rendered in the amount of $70,350.  All valuations of common stock
issued for services  were based upon the value of the services  rendered,  which
did not differ  materially  from the fair value of the  Company's  common  stock
during the period the services were rendered. The Company issued an aggregate of
3,800,000  shares of Class A common stock in exchange for  $1,016,000 of accrued
liabilities.  The Company  issued an aggregate of  12,900,250  shares of Class A
common stock in exchange for warrants  exercised  (Note F) at $0.16 to $0.30 per
share for a total proceeds of $3,323,450,  net of costs and fees.  Additionally,
the Company  issued an  aggregate  of  2,105,263  shares of Class A common stock
valued at $600,000 in connection with acquisition of ADBSI (Note B).

<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (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  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                  Weighted
                                  Weighted Average       Average                   Average
     Exercise      Number       Remaining Contractual    Exercise     Number       Exercise
      Prices     Outstanding        Life (Years)          Price     Exercisable     Price
     --------    -----------        ------------         --------   -----------    --------
<S>   <C>         <C>                        <C>         <C>        <C>            <C>
      $75.00           8,675                 1.8         $ 75.00        8,675      $ 75.00
      $ 0.75         100,000                 0.7         $  0.75       100,000     $  0.75
      $ 0.45         100,000                 0.7         $  0.45       100,000     $  0.45
      $ 0.42         350,000                 4.7         $  0.42       350,000     $  0.42
      $ 0.40       8,406,250                 2.0         $  0.40     8,406,250     $  0.40
      $ 0.30       4,251,000                 2.0         $  0.30     4,251,000     $  0.30
      $ 0.25       1,215,000                 0.6         $  0.25     1,215,000     $  0.25
                  ----------                 ---         -------    ------------   -------
                  14,430,925                 2.0         $  0.41    14,430,925     $  0.41
                  ==========                 ===         =======    ============   =======
</TABLE>

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

                                      Number of        Weighted Average
                                      Warrants         Price Per Share
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                             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                                     --       $        --
   Exercised (Note E)                 (12,900,250)      $      0.26
   Canceled or expired                         --       $        --
                                      -----------       -----------
Outstanding at March 31, 2005          14,430,925       $      0.41
                                      ===========       ===========

The Company did not granted  warrants to  shareholders  during the period  ended
March 31, 2005. The weighted-average fair value of warrants granted to employees
during the period ended 2004 and the  weighted-average  significant  assumptions
used to determine those fair values,  using a Black-Scholes option pricing model
are as follows: contractual terms of 2 to 4 years, an average risk free interest
rate of 2.25%,  a dividend yield of 0%, and volatility of 33%. The amount of the
expense  charged to operations  in connection  with granting the warrants was $0
and $287,500 for the period ended March 31, 2005 and 2004, respectively.


<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE F- OPTIONS AND WARRANTS (Continued)

Employee Stock Options

The following table summarizes the changes in stock options  outstanding and the
related prices for the shares of the Company's  common stock issued to employees
and directors, provided that no stock options shall vest prior to July 25, 2005.

Options Outstanding                             Options Exercisable


<TABLE>
<CAPTION>
                           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>
   $0.10     3,431,098                    1.82             $0.10            --               --
</TABLE>

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


                                   Weighted
                                   Number of   Average Price
                                    Options      Per Share
                                   ---------   -------------
Outstanding at December 31, 2002          --   $          --
  Granted                                 --   $          --
  Exercised                               --   $          --
  Canceled or expired                     --   $          --
                                   ---------   -------------
Outstanding at December 31, 2003          --   $          --
  Granted                                 --   $          --
  Exercised                               --   $          --
  Canceled or expired                     --   $          --
                                   ---------   -------------
Outstanding at December 31, 2004          --   $          --
  Granted                          3,431,098           $0.10
  Exercised                               --   $          --
  Canceled or expired                     --   $          --
                                   ---------   -------------
Outstanding at March 31, 2005      3,431,098           $0.10
                                   =========   =============




<PAGE>

                               SWISS MEDICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE G - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

                              March 31, 2005     December 31, 2004
                              --------------     -----------------
Accounts payable                $  727,137          $  529,694
Other accrued expenses             109,772           1,191,420
Litigation (Note I)                     --              30,000
                                ----------          ----------
  Total                         $  836,909          $1,751,114
                                ==========          ==========

During the period  ended March 31,  2005,  the Company  issued an  aggregate  of
3,800,000  shares of Class A common stock in exchange for  $1,016,000 of accrued
liabilities.

NOTE H - MAJOR CUSTOMERS AND VENDORS

Revenue from two major customers,  which accounted for greater than 10% of total
sales,  approximated  $922,477  or 81% of sales for the period  ended  March 31,
2005, and $2,219 or 38% of sales for the period ended March 31, 2004.

Total purchases from three (3) major suppliers,  each accounted for greater than
10% of total purchase,  approximated $457,219 or 63% of purchases for the period
ended March 31, 2005. Total accounts payable of $17,575, or 2% of total accounts
payable was due to these three  suppliers as of March 31, 2005.  Total purchases
from  three  (3) major  suppliers,  which  accounted  for more than 10% of total
purchase,  approximated  $13,207 or 83% of purchases  for the period ended March
31, 2004. Total accounts payable of $9,908,  or 5% of total accounts payable was
due to this supplier as of March 31, 2004.

NOTE I - COMMITMENTS AND CONTINGENCIES

Litigation

During the year ended December 31, 2003,  Gleiss Lutz Hootz ("Hootz"),  a German
law firm filed a complaint against the Company in a Canadian  jurisdiction.  The
complaint  alleges a breach of contract and is seeking for  $24,496.41  EURO, or
approximately $33,400, for legal service fees. In January 2005, the Company paid
$20,000 to Hootz, and Hootz acknowledged that the claim is settled in full.

The Company is subject to other legal proceedings and claims, which arise in the
ordinary  course of its  business.  Although  occasional  adverse  decisions  or
settlements may occur, the Company  believes that the final  disposition of such
matters  should not have a material  adverse  effect on its financial  position,
results of operations or liquidity.

Commitments

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

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

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


<PAGE>

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.

Overview

         Swiss Medica Inc. is a consumer healthcare company which commercializes
proprietary 100% pure bioscience products, or all-natural  compounds,  that have
health promoting,  disease  preventing or medicinal  properties.  The absence of
chemicals in the binding process increases the potential  efficacy levels of the
products.  The company's mission is to be a premier consumer  healthcare company
offering a family of healthy,  clinically-proven  natural  products that relieve
chronic  ailments.  Swiss  Medica's  first  patented  product is an  all-natural
essential oil product line called "O24 Essential Oil Pain  Neutralizer"  ("O24")
and has been  medically  proven to  provide  temporary  relief  for minor  pains
associated  with  arthritis,  backaches  and other  chronic  pains.  The Company
recently  introduced its second line of patented natural products for depression
related symptoms,  "PMS Escape", which was developed by renowned professors from
the Massachusetts Institute of Technology.  We anticipate that "PMS Escape" will
be available in national retailers during the second half of 2005.

         The products that Swiss Medica  commercializes are intended to have the
following attributes:

         o    Patent and/or trade secret protection,
         o    Clinical and/or medical studies demonstrating their efficacy,
         o    Over-the-counter, natural relief for pain associated with
              chronic ailments,

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

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

         During  2004 and  early  2005,  we  launched  the  distribution  of O24
Essential  Oil Pain  Neutralizer  into  major  retail  outlets  in Canada and to
regional  pharmacies  and  massage  clinics  in the  United  States.  Our retail
distribution  includes  national chains  including:  Rite Aid, GNC, and Shoppers
Drug Market.  We  anticipate  entering  additional  major retail  outlets in the
United States and Canada during the balance of 2005. In a recent press  release,
we announced  product rollout  guidance of 25,000 stores by December.  2005. The
Company intends to support O24(TM) and its other products with point-of-presence
marketing,  sampling,  print  and  in-store  advertisements,  radio  spots,  and
extensive use of public relations,  including testimonials and endorsements from
medical professionals and recognized celebrities.

<PAGE>

         We currently have 15 individuals who render services to us for our
day-to-day operations

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

<PAGE>

History

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

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

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

         On March 31, 2005,  we acquired  Anti-Depression  BioHealth  Solutions,
Inc., a subsidiary of UTEK  Corporation,  in a cash and stock  transaction.  The
products emanating from  Anti-Depression  BioHealth  Solutions Inc. (ADBSI) will
address the needs of a $17 billion market.  More than 28 million  Americans,  or
one in ten,  have  sought  or are  seeking  a  solution  to treat  the  symptoms
associated  with  depression.  Related to the  acquisition,  we also developed a
business  relationship  with two  Massachusetts  Institute of  Technology  (MIT)
scientists.  Swiss Medica has an option to acquire all over-the-counter products
developed by Back Bay Scientific  Inc. and the team of scientists,  with certain
limited exceptions.  Pursuant to an exclusive licensing agreement to develop and
market the patented PMS Escape product in both the United States and Canada,  we
intend to re-launch PMS Escape and expect to have PMS Escape  available in major
U.S. and  Canadian  pharmacy  chains in the second half of 2005,  PMS Escape was
previously  carried and sold in over 20,000 retail outlets between 1996 and 1999
and in the subsequent years was available for sale over the internet. As part of
the  acquisition,  we have also  acquired  a  mailing  list  containing  contact
information for both clients and  professionals  who desire to be notified as to
when the  product  will again be  available  in both the  retail  and  wholesale
markets.

         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 our estimation,
the recent recall of these  prescription  medications  combined with side effect
concerns and negative publicity should discourage  physicians and consumers from
administering  and taking  these  drugs.  Furthermore,  in light of these safety
concerns,  consumers may hesitate before switching to other related prescription
products such as  prescription  pain  relievers.  O24(TM)'s  efficaciousness  in
treating pain sufferers could be at the forefront of these natural alternatives.
Awareness of O24(TM) may proliferate  thereby  potentially  leading to increased
sales and significant market share growth.

<PAGE>

      We believe that our second product  offering,  PMS Escape,  has an equally
significant  addressable market. There are 27 million women in the US who suffer
from the mood  /emotional  symptoms and experience the food cravings  associated
with  PMS.  In  our  estimation,  PMS  Escape  is  the  only  clinically  proven
over-the-counter  product  focused on addressing  the mood or appetite  symptoms
associated  with PMS. We estimate the total PMS mood market  opportunity at more
than $1-2 billion.

For the three months ended March 31, 2005:

      Swiss Medica net revenues were $1,127,412 and $6,069 for the first quarter
of 2005  and  2004  respectively.  Swiss  Medica  began  generating  significant
revenues in August of 2004,  therefore any  comparisons of results of operations
and financial position with the quarter ended March 31, 2004 are not relevant.

The following is a summary of financial  information  for the three months ended
March 31, 2005:

                                                    Three months
                                                    ------------

Net Sales:                                          $  1,127,412
Cost of Sales:                                      $    203,235

Gross Profit:                                       $    924,177
Gross Profit as % of Sales:                                   82%
                                                    ------------

Operating expenses:
 Wages & Salaries:                                  $    251,918
 Selling General & Administrative expenses:         $  1,617,429
  Depreciation and amortization:                    $     50,268

Total operating expenses:                           $  1,919,615
                                                    ------------

Loss from Operations:                               ($   995,438)

Interest Expense                                          31,244

Net Loss                                            ($ 1,026,682)

Loss per Common Share:                                  ( $0.01)

Weighted average common shares outstanding            77,903,446

Sales

Our net  revenues  from  operations  for the  quarter  ended March 31, 2005 were
$1,127,412.  gross  sales  to  major  customers  are  as  follows:  (approximate
figures):

                U.S. based  pharmaceutical outlets:          $755,000
                Canadian based pharmaceutical outlets:       $298,000
                Health products:                             $36,000
                Grocery chains:                              $29,000

<PAGE>

Cost of Sales and Gross Profit

Cost of sales for our  first  quarter  ending  March 31,  2005,  were  $203,235,
generating a percentage  margin on sales of 82%. We anticipate  normalized gross
profit  percentages to be between 70% and 80%, depending on the distribution mix
of our revenue streams and related  discounts.  It should also be noted that the
raw materials used in the production  process are commodities  and  subsequently
prices may vary significantly, depending upon prevalent market conditions.

      Selling, General and Administrative Expenses

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

      Stock based  compensation to consultants & professional  advisors  totaled
$70,350.  Stock based  compensation  was granted to recruit and compensate legal
advisors, marketing, business and development advisors.

      Cash based Selling, General and Administrative costs totaled approximately
$1,800,000 for the quarter ending March 31, 2005, and includes approximately:

            o     $252,000 on payroll and related benefits
            o     $587,000 on advertising and product marketing
            o     $172,000 on Public and Investor relations
            o     $254,000 on Financing Fees

      Other  selling,  general and  administrative  costs include legal expense,
insurance, rent, travel, agents fees and other office expenses.

      Depreciation and Amortization

      Depreciation & Amortization  expenses of $50,268 were incurred  during the
quarter  ended March 31, 2005 to amortize  the tangible  and  intangible  assets
acquired  from the General  Cosmetics  Corporation  acquisition  and  subsequent
office equipment purchases.

      Interest Expense

      Interest expenses of $31,244 were incurred during the quarter ending March
31,  2005 and  relate  to  interest  paid on  promissory  notes  and  redeemable
debentures.

Liquidity and Capital Resources

      As of March 31, 2005, our current assets exceed current liabilities in the
amount of $3.1 million.  As a result of our operating losses incurred during the
first  quarter  of  2005,  we  generated  a cash  flow  deficit  from  operating
activities  of $2.7  million.  During the  quarter  we  invested  an  additional
$408,000 in finished goods and raw materials inventory to meet projected demand.
We also incurred  additional  $831,000 in trade accounts receivable and $830,000
in deposits and other assets.  In January 2005, we used $625,000  ($500,000 paid
to  principal  and  $125,000  to  financing  charges)  to redeem  and  terminate
convertible  notes payable to Highgate House, LP and Montmomery Equity Partners,
LP. We used $24,473 in connection with investing activities in the first quarter
of 2005. We met our cash requirements primarily through the private placement of
$ 3.3 million,  gross  proceeds of common  stock which  closed  during the first
quarter of 2005.

      In 2004,  we entered  into a Security  Agreement  and  Security  Agreement
Amendment  (together the "Agreement")  with Strategic  Equity Corp.  ("Strategic
Equity")  for the sum of  $472,000  and an  additional  $105,000  of  loan.  The
promissory notes are secured by the Company's assets. Pursuant to the Agreement,
the Company  issued to  Strategic  Equity  warrants to purchase an  aggregate of
350,000  shares  of the  Company's  Class A common  stock at  $0.42  per  share,
exercisable  at any time after the issuance and expiring on the day prior to the
5th anniversary of the warrant issue date.

<PAGE>

         We will be seeking to continue funding our operations through

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

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

         By  adjusting  its   operations   and   development  to  the  level  of
capitalization,  management  belives it has sufficient capital resources to meet
projected  cash flow  deficits  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,
December 31, 2004 included in our Form 10KSB,  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 have a limited operating history.

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

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

<PAGE>

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

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

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

We may never become profitable.

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

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

         We are  currently  seeking  to  license  or  acquire  new  products  or
companies with bioscience products,  manufacturing or distribution  capabilities
consistent  with our  commercial  objectives.  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.

<PAGE>

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.

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  15%  of  our  outstanding  common  stock,  and a
substantial  majority of our  outstanding  voting  stock.  There is currently an
aggregate of 87,654,167 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.

<PAGE>

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

We face significant competition.

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

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

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

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

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

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

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.

<PAGE>

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

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

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

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

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

ITEM 3. CONTROLS AND PROCEDURES

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

         There were no significant  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.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the quarter ended March 31, 2005 we issued  205,000  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 205,000  shares of our Common  Stock was  $70,350.  We issued an
aggregate of 3,800,000 shares of Class A common stock in exchange for $1,016,000
of  accrued  liabilities.  Additionally,  the  Company  issued an  aggregate  of
2,105,263  shares of Class A common stock valued at $600,000 in connection  with
acquisition of ADBSI. These transactions were exempt from registration  pursuant
to Section 4(2) of the Securities Act of 1933.

<PAGE>

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)

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

      3.1 Articles of Incorporation, as amended (3)

      3.2 Bylaws (3)

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

      21.1 Subsidiaries (4)

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

      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)

<PAGE>

      (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.

(b) Reports on Form 8-K filed during the three months ended March 31, 2005

The Company filed a Form 8-K, earliest event report dated January 19, 2005 under
Item 1.01 . Termination of Material Definitive Agreement.

The Company filed a Form 8-K, earliest event report dated January 25, 2005 under
Item 5.02 Departure of Directors of Principal Officers.

The Company filed a Form 8-K,  earliest  event report dated March 31, 2005 under
Item 1.01 Entry into a Material  Definitive  Agreement  and 2.01  Completion  of
Acquisition of Assets.



                                  SWISS MEDICA, INC.


                                  /s/ Raghunath Kilambi
                                  ---------------------------------------
Date:  May 13, 2005               By: Raghunath Kilambi, Chief Executive Officer


                                  /s/ Bruce Fairbairn
                                  ---------------------------------------
                                  By: Bruce Fairbairn, Chief Financial Officer