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

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

RESULTS OF OPERATIONS

OVERVIEW

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

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

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

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

To date during 2004, we have expanded the distribution of O24 pain relief into major retail outlets in Canada and to massage and pain clinics in the United States. We anticipate entering major retail outlets in the United States in the third quarter of 2004.

We currently have 10 individuals who render services to us for our day-to-day operations.

THREE AND SIX MONTHS ENDED JUNE 30, 2004

Swiss Medica net revenues for the second quarter of 2004 were $23,595 and $29,664 for the six months ended June 30, 2004. Swiss Medica began generating revenues in the third quarter of 2003, and prior to June 2003 had no active operations. Therefore any comparisons of results of operations and financial position with the quarter ended June 30, 2003 are not relevant.

The following is a summary of financial information for the three and six months ended June 30, 2004:

<CAPTION>
                                                             Three months      Six months
                                                             -----------      -----------
<S>                                                          <C>              <C>
         Net Sales:                                          $    23,595      $    29,664
         Cost of Sales:                                      $     5,435      $     6,657
                                                             -----------      -----------

         GROSS PROFIT:                                       $    18,160      $    23,007
         Gross Profit as % of Sales:                                 77%              78%

         Operating expenses:
             Research & Development expenses:                $     2,601      $     2,601
             Wages & Salaries:                               $    80,928      $    80,928
             Cash based Selling General & Administrative
               expenses:                                     $   554,536      $ 1,169,265
             Stock based Selling General & Administrative
               expenses:                                     $   805,219      $ 2,366,972
            Depreciation and amortization:                   $    48,862      $    97,725

         TOTAL OPERATING EXPENSES:                           $ 1,492,146      $ 3,717,491
                                                             -----------      -----------

         Net Loss:                                           $ 1,473,986      $ 3,694,484

         Loss per Common Share:                              $     (0.03)     $     (0.09)

Our revenues from operations for the quarter ended June 30, 2004 were $23,595 (net of allowance for discounts and doubtful accounts), and were generated predominately by sales to American massage and pain clinics, totaling $23,021 and Canadian retail outlets totaling $2,072. The balance of our first quarter revenue (approximately 7%) was generated via internet (on-line) sales, totaling $1,806. We allowed a provision to cover discounts, commissions, cooperative advertising costs and doubtful accounts. Revenues from operations for the six months ending June 30, 2004 were $29,664, net of allowance for discounts and doubtful accounts.

Our second quarter ending June 30, 2004, cost of sales are $5,435, generating a percentage margin on sales of 77%, and $6,657 for the six months ending June 30, 2004, generating a percentage margin of 78%. Gross profit percentage is higher than we would anticipate for the balance of 2004 as our cost of sales were lower than expected due to below market priced inventory

acquired from General Cosmetics Corporation. We anticipate normalized gross profit percentages to be between 50% and 60%, depending on the distribution mix of our revenue and related discounts and cooperative advertising costs. It should also be noted that the raw materials used in the production process are commodities and prices may vary significantly, depending upon prevalent market conditions.

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

Stock based compensation to Consultants & Professional Advisors totaled $775,219. An additional $30,000 of Class A common stock was issued in exchange for prepaid services. Stock based compensation was granted to recruit and compensate legal advisors, marketing, business and development advisors.

Cash based Selling, General and Administrative costs totaled $554,536 for the quarter ending June 30, 2004 ($1,169,265 for the six months ending June 30, 2004) and includes approximately:

o $132,000 on new packaging and marketing material,
o $112,000 on a major U.S. trade show
o $97,000 on Public and Investor relations
o $70,000 on product marketing

Other selling, general and administrative costs include legal expense, insurance, rent and other office expenses relating to two offices; ( Toronto and Vancouver), and travel expenses.

Depreciation and Amortization expenses of $48,862 were incurred during the quarter ended June 30, 2004 to amortize the tangible and intangible assets acquired from the General Cosmetics Corporation acquisition. Depreciation and Amortization expenses for the six months ending June 30, 2004 totaled $97,725.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2004, our current assets exceed current liabilities in the amount of $1,571,355. As a result of our operating losses incurred during the six months ended June 30, 2004, we generated a cash flow deficit from operating activities of $1,284,435. We used no cash flows in connection with investing activities in 2004. We met our cash requirements primarily through the private placement of $ 2,886,500 gross proceeds of common stock which closed during the first quarter of 2004.

In the first quarter of 2004 we completed private offerings of securities totaling $2,886,500 to provide working capital to fund our operations, acquire inventory, step-up our marketing & advertising campaign and to repay approximately $120,000 of third party advances.

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

By adjusting its operations and development to the level of capitalization, management believes it has sufficient capital resources to meet projected cash flow requirements through the end of 2004. However, if thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition.

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

FACTORS AFFECTING BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION

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

WE HAVE LIMITED OPERATING HISTORY.

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

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

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

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

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

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

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

WE MAY NEVER BECOME PROFITABLE.

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

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

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

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

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

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

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

WE ARE DEPENDENT ON OUR TRADEMARKS AND PATENTS.

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

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

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

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 20% of our outstanding common stock, and a substantial majority of our outstanding voting stock. There is currently an aggregate of 58,587,898 shares of Class A and Class B Common Stock outstanding. The holders of the Class A and Class B Common Stock vote together on all matters submitted to a shareholder vote. Raghunath Kilambi, our Chief Executive Officer, Chief Financial Officer and a director, owns 1,784,451 shares of our Class A Common Stock, and 2,000,000 shares of our Class B Common Stock which constitutes all outstanding shares of our Class B Common Stock. Each share of Class B Common Stock is entitled to fifty votes of Class A Common Stock. Therefore, Mr. Kilambi has the ability to decide the outcome of matters submitted to our stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets) and to control our management and affairs. Accordingly, such concentration of ownership may have the effect of delaying, deferring or preventing a change in control, impede a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control, which in turn could have an adverse effect on the market price of our common stock.

WE NEED TO BUILD OUT OUR SALES AND MARKETING ORGANIZATION.

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

WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS FOR OUR PRODUCTS.

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

WE DEPEND ON KEY PERSONNEL AND WILL REQUIRE ADDITIONAL SKILLED EMPLOYEES TO EXECUTE OUR GROWTH PLANS.

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

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.

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. . . .