FORM S-3/S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               GLOBALNETCARE, INC.
               (Exact name of Company as specified in its charter)
FLORIDA                                                   980215778
(State or other jurisdiction of                      (I.R.S. Employer
incorporation  or organization)                      identification  No.)

                                    SUITE 950
                               2000 MCGILL COLLEGE
                                     H3A 3H3
                            MONTREAL, QUEBEC, CANADA
                          TELEPHONE:  (877) 288 - 4909
                    (Address of Principal Executive Offices)
                    ----------------------------------------
                              EMPLOYMENT AGREEMENTS
                            (Full title of the plan)
                            ------------------------
                                  PATRICK POWER
                             PRESIDENT AND DIRECTOR
                               GLOBALNETCARE, INC.
                         SUITE 950 - 2000 MCGILL COLLEGE
                        MONTREAL, QUEBEC, CANADA  H3A 3H3
              TELEPHONE:  (877) 288-4909  FACSIMILE: (514) 288-6309
                                 With a copy to:
                                  CLARK, WILSON
                                 BERNARD PINSKY
                         #800 - 885 WEST GEORGIA STREET
                   VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3H1
            TELEPHONE NO.: (604) 643-3153, FACSIMILE: (604) 687-6314
                     (Name and address of agent for service)
                     ---------------------------------------

CALCULATION  OF  REGISTRATION  FEE
   TITLE OF SECURITIES TO BE REGISTERED     AMOUNT TO BE REGISTERED     PROPOSED
   ------------------------------------     -----------------------     --------
   MAXIMUM OFFERING PRICE PER UNIT     PROPOSED MAXIMUM AGGREGATE OFFERING PRICE
   -------------------------------     -----------------------------------------
                           AMOUNT OF REGISTRATION FEE
                           --------------------------
         Common Shares     1,000,000(1)     N/A     N/A     $150.48 (2)
(1)     All  of  the  1,000,000  common shares to be registered hereby are being
offered  by  Selling  Shareholders.
(2)     The Registration Fee is calculated in accordance with Rule 457 under the
Securities  Act  of 1933, as amended, based on the last sale price of the common
shares  of  the Company on the National Association of Securities Dealers Inc.'s
Over-the-Counter  Bulletin  Board  as  of  March  14,  2000.

<PAGE>

                                1,000,000 Shares
                               GLOBALNETCARE, INC.
                        Common Shares (par value $0.001)
The 1,000,000 common shares (the "Shares") in the capital of GlobalNetCare, Inc.
("GlobalNetCare"  or  the  "Company")  being  registered  pursuant  to  this
Registration  Statement  are offered by certain shareholders of the Company (the
"Selling  Shareholders").  The  Shares  owned by the Selling Shareholders may be
offered  for  sale  from time to time at market prices prevailing at the time of
sale  or  at negotiated prices by the Selling Shareholders, and without payments
of  any  underwriting  discounts  or  commission, except for usual and customary
selling  commissions  paid  to brokers or dealers.  The Company will not receive
any  proceeds  from  the  sale of any of the Shares by the Selling Shareholders.
GlobalNetCare's  common  shares  are  traded  on  the  National  Association  of
Securities  Dealers  Over-the  Counter Bulletin Board under the symbol GBCR.  As
March  14,  2000, the last sale price of the common shares in the capital of the
Company  was  $0.57.
                            THE COMMON SHARES OFFERED
                          PURSUANT TO THIS REGISTRATION
                     STATEMENT INVOLVE A HIGH DEGREE OF RISK

                               SEE "RISK FACTORS"
                        THESE ARE SPECULATIVE SECURITIES

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The  date  of  this  Prospectus  is  March  16,  2000.

<PAGE>
                                TABLE OF CONTENTS

PART  I                                                            PAGE
     Information  Required  in  the  Section  10(A)  Prospectus     3
     Prospectus  Summary                                            4
     The  Company                                                   4
     Risk  Factors                                                  4
     The  Company  and  Recent  Events                              8
     The  Offering                                                  8
     Selling  Security  Holders                                     9
     Description  of  Securities                                    9
     Certificate  of  Incorporation  and  Bylaws                   10
     Experts                                                       10
     Legal  Matters                                                10
PART  II
     Information  Required  in  Registration  Statement            11
Item  3     Incorporation  by  Reference                           11
Item  4     Description  of  Securities                            11
Item  5     Interests  of  Named  Experts  and  Counsel            11
Item  6     Indemnification  of  Directors  and  Officers          11
Item  7     Exemption  from  Registration  Claimed                 13
Item  8     Exhibits                                               13
Item  9     Undertakings                                           13
     Signatures                                                    16

<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
                              AVAILABLE INFORMATION
The  Company  is  subject  to  the  informational requirements of the Securities
Exchange Act of 1934 (the 1934 Act") and in accordance therewith, files periodic
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "SEC").  Such  reports, proxy statements and other information
convening the Company may be inspected and copies may be obtained (at prescribed
rates)  at  the  SEC's  Public  Reference  Section,  450  Fifth  Street,  N.W.,
Washington, D.C. 20549, and at the SEC's Regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park
Place,  Room  1228,  New  York,  New  York  10007.
The  documents  containing  the  information  specified  in  Part I of this Form
S-8/S-3  will  be  sent or given to the employees as specified by Rule 428(b)(1)
promulgated  by the SEC under the Securities Act of 1933 (the "1933 Act").  Such
documents  are  not  being  filed  with  the SEC, but constitute (along with the
documents  incorporated  by reference to this Registration Statement pursuant to
Item  3  of Part II hereof), a Prospectus that meets the requirements of Section
10(a)  of  the  1933  Act.
This  Registration  Statement  relates to the offering of a maximum of 1,000,000
Shares in the capital of the Company, pursuant to an employment agreement, dated
November  1, 1999, between Harvey Lalach ("Lalach") and the Company (the "Lalach
Agreement")  and  an employment agreement, dated November 1, 1999, between Jimmy
Foussekis ("Foussekis") and the Company (the "Foussekis Agreement").  The Lalach
Agreement  and  the  Foussekis  Agreement  are  collectively  referred to as the
"Employment  Agreements").  Lalach and Foussekis are collectively referred to as
the  "Employees".
INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
The  Company  hereby  incorporates by reference into this Registration Statement
and  Prospectus  the  following documents, previously filed with the Commission:
(a)     the  Company's  Form  10-QSB  for  the quarter ended September 30, 1999,
filed  December  3,  1999;
(b)     the  Company's  Form  8-K  filed  November  1,  1999;
(c)     the  Company's  Form  10-SB/A2  filed  October  19,  1999;
(d)     the  Company's  Form  10-SB/A1  filed  October  6,  1999;  and
(e)     the  Company's  Form  10-SB  filed  August  20,  1999.
In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to Sections 13(a), 13(c) and 15(d) of the 1934 Act prior to the filing
of  a  post-effective  amendment  indicating

<PAGE>
that all of the securities offered hereunder have been sold or deregistering all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.
Upon  written or oral request, any of the documents incorporated by reference in
Item  1  of  Part  I  or Item 3 of Part II of this Registration Statement (which
documents  are  incorporated  by reference in this Section 10(a) Prospectus) and
other  documents  required  to  be  delivered  to the Employees pursuant to Rule
428(b)  are  available  without charge by contacting: GlobalNetCare, Inc., Suite
950 - 2000 McGill College, Montreal, Quebec, H3A 3H3, Attention:  The President,
telephone:  (877)  288-4909.
                               PROSPECTUS SUMMARY
The  following  summary is qualified in its entirety by the detailed information
and  financial  statements  appearing  elsewhere or incorporated by reference in
this  Prospectus.
                                   THE COMPANY
The  Company  offers  an  array  of  health  and  medical  information  via  its
proprietary  information  website  -  GlobalNetCare.com.  The  website  provides
state-of-the-art  medical  services  to Internet users at the click of a button.
The  website  consists  of  several  intelligent,  interactive  "Virtual Medical
Centers"  that  provide health care professionals and people seeking information
with  an  easy-to-use,  interactive  learning  experience  that  addresses their
subject  of  concern  and  creates  individual  virtual  medical  records.  The
Company's  computer  system  follows  and  advises  each  user  on  a one to one
confidential  basis.  See  the  Company's  Form 10-SB and amendments thereto for
further  details  on  the  Company's  business  and  operations.
                                  RISK FACTORS
An investment in the Shares entails a number of very significant risks.  Because
of  these  risks, funds should only be invested by persons able to bear the risk
of  and  withstand  the  loss of their entire investment.  Prospective investors
should  also  consider  the  following risk factors before making and investment
decision:
Penny  Stock  Rules
-------------------
The Company's common shares are subject to rules promulgated by the SEC relating
to  "penny  stocks,"  which  apply to companies whose shares are not traded on a
national  stock  exchange  or on the NASDAQ system, trade at less than $5.00 per
share,  or who do not meet certain other financial requirements specified by the
SEC.  These  rules require brokers who sell "penny stocks" to persons other than
established  customers  and  "accredited  investors"  to  complete  certain
documentation,  make  suitability  inquiries of investors, and provide investors
with  certain

<PAGE>

information  concerning  the  risks  of  trading in the such penny stocks. These
rules  may  discourage  or restrict the ability of brokers to sell the Company's
common  shares  and  may  affect  the  secondary market for the Company's common
shares.  These  rules  could also hamper the Company's ability to raise funds in
the  primary  market  for  the  Company's  common  shares.
Limited  Operating  History
---------------------------
The Company initiated its operations in January, 1999.  As a result, it only has
a  limited operating history on which one can base an evaluation of its business
and  prospects.  The  Company's  prospects  must  be  considered in light of the
risks,  uncertainties,  expenses  and  difficulties  frequently  encountered  by
companies  in  their  early stages of development, particularly companies in new
and  rapidly  evolving markets like the one faced by the Company.  Some of these
risks  and uncertainties relate to the Company's ability to attract and maintain
a  large  base  of  users, develop and introduce desirable services and original
content  to  members  and users, establish and maintain strategic alliances with
pharmaceutical,  medical  and technical supply companies, establish and maintain
relationships  with  highly  qualified  and  respected  doctors,  establish  and
maintain  relationships  with  advertisers  and  advertising  agencies,  respond
effectively  to  competitive  and  technological  developments,  and  build  an
infrastructure  to  support  the Company's business.  The Company cannot be sure
that  it  will be successful in addressing these risks and uncertainties and its
failure  to  do  so  could  have  a  material  adverse  effect  on its financial
condition.
History  of  Losses
-------------------
The  Company has not achieved profitability and expects to continue to incur net
losses  for the foreseeable future and may never become profitable.  The Company
has  incurred  net  losses  of  approximately $60,925 during the period from the
Company's  reinstatement  on  July  21,  1998  through  December  31,  1998.
The  Company's  ability  to  generate  significant  revenues  is  uncertain. The
Company's short and long-term prospects depend upon establishing and maintaining
strategic alliances with pharmaceutical, medical and technical supply companies.
The  Company  has  projected  that a significant portion of its revenues will be
generated  from such strategic alliances.  Accordingly, the Company's success is
highly  dependent  on  such  alliances  and  the  Company  may  never  generate
significant  revenues  if  it  does  not  establish such alliances.  Any adverse
developments  in  the  pharmaceutical  industry,  like an increase in the use of
generic drugs instead of branded drugs or a reduction in the sales and marketing
expenditures  of  such  companies, could have an adverse affect on the Company's
ability  to  generate revenues.  As its business evolves, the Company expects to
introduce  a  number of new products and services.  With respect to both current
and  future  product and service offerings, the Company expects to significantly
increase  its  marketing  and  operating  expenses  in an effort to increase its
customer base, enhance its brand image and support its infrastructure.  In order
for  the  Company  to  make  a  profit,  its  revenues  will  need  to  increase
significantly  to  cover  these  and  other  future  costs.  Even  if it becomes
profitable,  the  Company may not sustain or increase its profits on a quarterly
or  annual  basis  in  the  future.

<PAGE>

Need  for  Additional  Financing
--------------------------------
Based  on  its  current  operating  plan,  the  Company anticipates that it will
require  additional financing of approximately $1,000,000 by the end of October,
1999  in  order to finance the increased promotion and marketing of its website.
In  addition,  the  Company  anticipates that by the end of 1999 it will require
additional  financing  of approximately $3,000,000 to further develop and expand
its  website.  After  that  time, the Company may need additional capital or the
Company  may  need  to  raise  additional  capital  sooner  to  fund  more rapid
expansion,  to  develop  new  or  enhanced services or to respond to competitive
pressures.
The Company's ability to continue in business depends upon its continued ability
to obtain financing.  There can be no assurance that any such financing would be
available  upon  terms and conditions acceptable to the Company, if at all.  The
inability  to obtain additional financing in a sufficient amount when needed and
upon  acceptable  terms and conditions could have a material adverse effect upon
the  Company.  Although  the  Company  believes  that  it  can  raise  financing
sufficient  to  meet  its  immediate needs, it will require funds to finance its
development  and  marketing activities in the future.  There can be no assurance
that  such  funds  will  be  available or available on terms satisfactory to the
Company.  If  additional  funds are raised by issuing equity securities, further
dilution  to  existing  or future stockholders is likely to result.  If adequate
funds  are  not  available  on  acceptable terms when needed, the Company may be
required  to  delay,  scale-back  or  eliminate  its  promotional  and marketing
campaign  or its development programs.  Inadequate funding also could impair the
Company's  ability  to  compete  in  the  marketplace  and  could  result in its
dissolution.
Marketing
---------
The  Company  has  not  incurred  significant  advertising,  sales and marketing
expenses to date.  To increase awareness for its website, the Company expects to
spend  significantly  on  advertising, sales and marketing in the future. If the
Company's  marketing  strategy  is  unsuccessful,  it may not be able to recover
these  expenses  or  increase  its  revenues.  The  Company  will be required to
develop  a  marketing  and  sales campaign that will effectively demonstrate the
advantages  of  its website, services and products.  The Company's marketing and
selling experience of its website to date is very limited.  The Company may also
elect to enter into agreements or relationships with third parties regarding the
promotion  or  marketing of its website, products and services.  There can be no
assurance  that  the  Company  will  be  able  to  establish  adequate sales and
marketing  capabilities, that it will be able to enter into marketing agreements
or  relationships with third parties on financially acceptable terms or that any
third  parties  with whom it enters into such arrangements will be successful in
marketing  and  promoting  the  Company's  website,  products  and  services.
Acceptance  of  the  Company  and  GlobalNetCare.com
----------------------------------------------------
The  Company's success is dependent upon achieving significant market acceptance
of  its  website,  products and services by physicians, healthcare professionals
and  internet  consumers.  It  cannot  guarantee  that  medical professionals or
internet  consumers  will  accept  GlobalNetCare.com, or even the Internet, as a
replacement  for  traditional  sources  of  healthcare

<PAGE>

information.  Market  acceptance  of  GlobalNetCare.com  depends  upon continued
growth  in  the use of the Internet generally and, in particular, as a source of
healthcare  information  services  for  medical professionals and consumers. The
Internet  may  not  prove  to  be a viable channel for these services because of
inadequate  development  of  necessary  infrastructure, such as reliable network
backbones,  or  complimentary  services,  such as high-speed modems and security
procedures  for  the  transmission  of  confidential  and  private  healthcare
information,  the  implementation  of  competitive  technologies,  government
regulation  or other reasons.  Failure to achieve and maintain market acceptance
of  GlobalNetCare.com  would  seriously  harm  the  Company's  business.
Acceptance  of  GlobalNetCare.com  depends  on  the  success of its advertising,
promotional  and  marketing  efforts  and  the  ability  to  continue to provide
high-quality  information to its users of its website.  To date, the Company has
not  spent  a  considerable  amount  on  marketing  and promotional efforts.  To
increase  awareness  of  its website, the Company expects to spend a significant
amount on promotion, marketing and advertising in the future.  If these expenses
fail  to  develop an awareness of GlobalNetCare.com, these expenses may never be
recovered  and  the  Company  may never be able to generate future revenues.  In
addition,  even  if awareness of GlobalNetCare increases, the Company may not be
able  to  increase  or  maintain  the  number  of  members of GlobalNetCare.com.
Generating  Revenues  from  Advertising  and  Alliances
-------------------------------------------------------
The  Company's  future success depends on an increase in the use of the Internet
as  an  advertising medium.  The Company plans to derive a substantial amount of
its  revenues  from  the sale of advertisements and sponsorships on its website.
Advertising  on  the  Internet  is  new  and  rapidly evolving and cannot yet be
compared with the traditional advertising market to gauge its effectiveness.  As
a  result,  there  is  significant  uncertainty  about  the  demand  and  market
acceptance  for  Internet  advertising.  The  Company  cannot  predict  how  its
potential  advertising  customers and sponsors will ultimately react to Internet
advertising  and  sponsorship  as  compared to traditional advertising media and
sponsorship  opportunities.  This  makes  it  difficult to project the Company's
future  advertising  and  sponsorship  rates  and  revenues.
In  addition, widespread adoption or increased use by Internet users of "filter"
software  programs  that  allow  them  to limit or remove advertising from their
desktops  or  the adoption of this type of software by Internet access providers
could  have  a  material  adverse  effect on the viability of advertising on the
Internet  and  on the Company's ability to generate revenues.  If the market for
Internet  advertising  and sponsorships fails to develop or develops more slowly
than  expected, the Company may not be able to generate the revenues required to
continue  its  operations  or  to  become  profitable.
Reliance  upon  Technology  and  Computer  Systems
--------------------------------------------------
The  markets  in which the Company compete are characterized by rapidly changing
technology,  evolving  technological  standards  in  the  industry, frequent new
websites,  services  and  products and changing consumer demands.  The Company's
future  success  will  depend  on  its  ability to adapt to these changes and to
continuously  improve  the  performance,  features  and  reliability  of

<PAGE>

its  service  in  response to competitive services and products and the evolving
demands  of  the  marketplace, which it may not be able to do.  In addition, the
widespread  adoption  of  new  Internet,  networking  or  telecommunications
technologies  or  other technological changes could require the Company to incur
substantial  expenditures  to  modify  or  adapt its services or infrastructure,
which  might  impact  its  ability  to  become  or  remain  profitable.
The  Company's  website  utilizes  sophisticated  and  specialized  network  and
computer  technology.  The  Company  anticipates  that  it  will be necessary to
continue  to invest in and develop new and enhanced technology on a timely basis
to  maintain  its  competitiveness.  Significant  capital  expenditures  may  be
required  to  keep  its  technology  up  to date.  Investments in technology and
future  investments in upgrades and enhancements to software for such technology
may  not  necessarily  maintain  the  Company's  competitiveness.  The Company's
business  is  highly  dependent  upon its computer and software systems, and the
temporary  or  permanent  loss  of  such equipment or systems, through casualty,
operating  malfunction  or  otherwise, could have a material adverse effect upon
the  Company.  If  the  Company  cannot operate its website 24 hours a day seven
days  per week with limited interruptions, its business may be seriously harmed.
The  Company's  website  may be required to accommodate a high volume of traffic
and  deliver  frequently  updated  information.  The  Company's  website  may
experience  slower response times or system failures due to increased traffic on
its  website  or  on  the  internet.  The  website  users  and members depend on
Internet  service  providers  and  other  website  operators  for  access to the
Company's  website.  These  providers and operators have experienced significant
outages  in  the  past  and there can be no assurance that such outages or other
problems  will  not  occur in the future.  Any interruptions in the operation of
the  Company's website however caused could cause a material adverse effect upon
the  Company.
Competition
-----------
The  Company competes with companies providing or maintaining online services or
websites targeted to doctors and the healthcare industry, companies providing or
maintaining  online  general  healthcare  information  and  related  services,
companies  providing  or  maintaining public sector and non-profit websites that
contain  healthcare information and services, companies providing or maintaining
websearch  services  particularly geared to medical and healthcare websites, and
publishers  and  distributors  of  traditional media targeted to doctors and the
healthcare industry.  Competition for users, members and advertisers, as well as
general  competition  in  the  electronic  commerce  market,  is  intense and is
expected  to  increase  significantly.
Many  of the Company's competitors are substantially larger than the Company and
have  significantly  greater financial resources and marketing capabilities than
the  Company,  together  with better name recognition.  It is also possible that
new  competitors  may  emerge and acquire significant market share.  Competitors
with  superior resources and capabilities may be able to utilize such advantages
to  market  their  website,  products and services better, faster and/or cheaper
than  the  Company.  Increased  competition is likely to result in reduced gross
margins  and loss of market share, either of which could have a material adverse
effect  upon  the  Company's  business,  results  of  operations  and  financial
condition.  In addition, there can be no assurance that the Company will be able
to  compete  successfully  against  its  present  or  future  competitors.

<PAGE>

The  Company's  ability  to  compete successfully will require it to develop and
maintain a technologically advanced website and to provide superior products and
services, attract and retain highly qualified personnel and obtain a significant
customer  base.  There  can  be  no  assurance  that the Company will be able to
achieve these objectives.  Failure to do so would have a material adverse effect
on  its  business,  operating results and financial condition.  Furthermore, the
Company's  website  and  products  and services will compete directly with other
existing  and  subsequently  developed  products  using  competing technologies.
There  can  be  no  assurance that the Company's competitors will not succeed in
developing  or  marketing technologies, websites, services and products that are
more  effective  and  commercially desirable than those developed or marketed by
the  Company  or  that would render the Company's website, products and services
non-competitive.  Failure  of  the  Company's  website, products and services to
compete  successfully  with  websites,  products  and  services  using competing
technologies  will  have  a  material  adverse effect on the Company's business,
operating  results  and  financial  condition.
The  market  for  Internet  content,  products, services and advertising is new,
rapidly  evolving and intensely competitive.  The Company currently competes, or
potentially  competes,  with  many  providers  of  website  content, information
services and products, as well as traditional media and promotional efforts, for
audience  attention  and  advertising  and sponsorship expenditures.  It expects
competition  to intensify in the future.  Barriers to entry are not significant,
and  current  and  new  competitors  may  be  able  to  launch new websites at a
relatively low cost.  Competition for members, users and advertisers, as well as
competition  in  the  electronic  commerce market, is intense and is expected to
increase  significantly.
Limited  Protection  for  Intellectual  Property
------------------------------------------------
While  the  Company  is investigating the possibilities of patent, copyright and
trademark  registration  and  protection  for its intellectual property, no such
protection  has yet been applied for (except for a trademark registration of the
name  "GlobalNetCare") or granted.  There is no assurance that such registration
or protection will be available, and therefore the Company may have little or no
protection  for  its  intellectual property assets, comprising the main business
assets  of  the  Company.
The Company's Pythian system and its other intellectual property is important to
the  Company's  continued  operations  and  success.  The  Company's  efforts to
protect  this  intellectual  property may not be adequate.  Unauthorized parties
may  infringe  upon  or  misappropriate  its Pythian system or other proprietary
medical  information.  In the future, litigation may be necessary to protect and
enforce  the Company's intellectual property rights or to determine the validity
and  scope  of  its  intellectual  property,  which  could be time consuming and
costly.  The Company could also be subject to intellectual property infringement
claims  as  the  numbers  of  competitors  grows.  These  claims,  even  if  not
meritorious,  could  be  expensive  and  divert the Company's attention from its
continued  operations.  If  the  Company becomes liable to any third parties for
such  claims,  it  could  be  required  to  pay a substantial damage award or to
develop  comparable  non-infringing  intellectual  property  and  systems.

<PAGE>

Uncertain  Ability  to  Manage  Growth
--------------------------------------
The  Company's  ability to achieve its planned growth is dependent upon a number
of  factors  including,  but  not  limited  to,  its  ability to hire, train and
assimilate  management  and  other  employees,  the  adequacy  of  the Company's
financial  resources,  the Company's ability to identify and efficiently provide
and  perform  such  new  products  and  services  as the Company's customers may
require  in  the  future and its ability to adapt its systems to accommodate its
expanded  operations.  In  addition,  there can be no assurance that the Company
will  be able to achieve its planned expansion or that it will be able to manage
successfully  such  expanded  operations.  Failure  to manage anticipated growth
effectively and efficiently could have a material adverse effect on the Company.
Dependence  Upon  Key  Personnel
--------------------------------
The  Company's  key  personnel  include Dr. George Tsoukas and Dr. David Mulder.
Dr.  Tsoukas  is  considered  to  be  a key employee because of his expertise in
connection with the development of the Pythian system and because of his network
of  personal  contacts  in  the medical profession. Dr. Mulder is considered key
person  because  of his extensive expertise and his network of personal contacts
within the medical profession.  The Company's success is substantially dependent
on  its  ability  to  retain  and  motivate  its senior management and other key
employees  and its ability to identify, attract, hire, retain and motivate other
highly qualified and respected doctors, which supply, update and maintain all of
the  original  content  contained  on  the  Company's  website.
The  loss  of  the services of any of the above persons and other key employees,
for  any  reason,  may  have a materially adverse effect on the prospects of the
Company.  Although  the  Company believes that the loss of any of its management
or  other  key  employees  (apart  from  those  indicated above) will not have a
material  adverse  impact  upon  the  Company, there can be no assurance in this
regard,  nor  any  assurance  that  the  Company  will  be able to find suitable
replacements.  Furthermore,  the  Company  does  not  maintain  "key  man"  life
insurance  on  the  lives of any of its management or other key employees of the
Company.  To  the  extent  that  the services of any key employee of the Company
become  unavailable,  the  Company  will  be  required to retain other qualified
persons;  however,  there  can  be  no  assurance that it will be able to employ
qualified  persons  upon  acceptable  terms.
Original  Content  from  Medical  Experts
-----------------------------------------
GlobalNetCare.com  includes  original  content created for the Company by expert
medical  professionals.  The  Company  depends on individual doctors and doctors
teams  to  provide  the  original  content  for  its website.  The Company has a
limited number of relationships with such doctors and teams and is significantly
relying on management's personal contacts to maintain its existing relationships
and to develop new relationships. The Company's success depends significantly on
its  ability  to  maintain  these  existing  relationships  with  these  content
providers,  to  build  new  relationships  with  other  content providers and to
continue  to  obtain  original  content  from  medical  experts.  The  Company's
relationships  with  expert medical professionals who provide it with a majority
of  its  original  proprietary  content  are  generally  short-term  and

<PAGE>

project-based.  The  Company cannot assure that it will be able to maintain such
relationships  and  obtain  such  information.
Government  Regulation
----------------------
U.S. Congress currently is considering proposed legislation that would establish
a  new  federal  standard  for  protection  and  use  of health information.  In
addition,  the  laws of other countries also govern the use of and disclosure of
health information.  The Company cannot assure that its systems for safeguarding
patient  health  information  from  unauthorized disclosure or use will preclude
successful  claims against it for violation of applicable law.  The Company also
cannot  assure  that  other  third-party  sites  that  consumers  access through
GlobalNetCare.com  will  maintain  systems to safeguard this health information.
In  addition,  future  laws  or  changes  in current laws may necessitate costly
adaptations  to  the  Company's  systems.  If  the  Company fails to comply with
current  or  future  laws,  it  could  have  a  material adverse effect upon the
Company's  operations.
Each  state  in the United States imposes restrictions on the ability of persons
and  corporations to practice medicine.  Any finding in a state that the Company
is  not in compliance with its laws could require the Company to restructure its
services,  which  could  adversely affect its business.  The laws in some states
prohibit  some business entities, such as the Company, from practising medicine.
These  laws generally prohibit us from employing physicians to practice medicine
or  from  directly  furnishing  medical  care  to patients.  Each state requires
licensure  for  the  practice  of  medicine  within  that state, and some states
consider  the  receipt  of  an  electronic  transmission  of selected healthcare
information  in  that state to be the practice of medicine.  These laws restrict
the  Company's  activities and the extent to which it can provide medical advice
to  its  members.  If  challenged, the Company cannot assure that its activities
would  be  found  to  be  in  compliance  with  such  laws.
Any  new  law  or  regulation  pertaining to the Internet, or the application or
interpretation of existing laws, could decrease demand for the Company's website
and  services,  increase its cost of doing business or otherwise have a material
adverse  effect  on  its success and continued operations.  Laws and regulations
may  be  adopted  in  the future that address Internet-related issues, including
online  content,  user  privacy,  pricing  and quality of products and services.
Because the growing popularity and use of the Internet has burdened the existing
telecommunications  infrastructure  in  many areas, local exchange carriers have
petitioned the FCC to regulate Internet service providers in a manner similar to
long  distance  telephone  carriers  and  to  impose access fees on the Internet
service  providers.  The Company cannot guarantee that the United States, Canada
or  foreign  nations  will  not  adopt  legislation aimed at protecting Internet
users'  privacy.  Any  such  legislation  could  negatively affect the Company's
business.  Moreover, it may take years to determine the extent to which existing
laws  governing  issues  like property ownership, libel, negligence and personal
privacy  are  applicable  to  the  Internet.
Medical  Malpractice  Risks
---------------------------
The  information  provided  by the Company is intended to be in addition to, and
not  in  substitution for, medical advice from a user's own physician.  However,
medical  advice  will  be

<PAGE>

dispensed  over  the  Internet  both  directly  by doctors and indirectly by the
Company's  Pythian  System.  The Company is attempting to obtain insurance which
would  cover risks associated with negligence or faulty medical advice, but such
insurance  may  not be available or may not be sufficient to cover all potential
risks.  Damage awards in medical malpractice suits can be very high, potentially
creating  a financial burden that the Company could not withstand if such a suit
were  successful  and  not  fully  covered  by  insurance.
                          THE COMPANY AND RECENT EVENTS
The  Company completed a private placement of 1,114,998 common shares at a price
of $0.40 per common share to certain investors in consideration of the repayment
of  certain  loans  made  by  these  investors  to the Company.  Those investors
included Bill Manolakos, Univalor, Jimmy Foussekis and Grimbsy Trading Ltd.  All
common  shares  are  restricted  securities  for the purposes of Rule 144 of the
Securities  Act  of  1933.
In  addition,  the  Company  issued  an  aggregate of 1,500,000 common shares to
employees  for  services  rendered  and 35,750 common shares to an individual in
consideration  of certain products and services sold to the Company.  All common
shares  are restricted securities for the purposes of Rule 144 of the Securities
Act  of  1933.
                                  THE OFFERING
The  Selling  Shareholders  acquired  the  Shares  pursuant  to  the  Employment
Agreements.  The  Shares offered by the Selling Shareholders may be offered from
time  to  time  at market prices prevailing at the time of sale or at negotiated
prices,  and without payment of any underwriting discounts or commissions except
for  usual  and  customary  selling commissions paid to brokers or dealers.  The
Company will not receive any proceeds from the sale of the Shares by the Selling
Shareholders.
                            SELLING SECURITY HOLDERS
The  following  table  identifies the Selling Shareholders and indicates (i) the
nature of any material relationship that such Selling Shareholders have had with
the  Company  for  the  past  three years, (ii) the number of Shares held by the
Selling  Shareholders,  (iii)  the  amount  to  be  offered  for  the  Selling
Shareholders'  accounts,  and  (iv)  the  number  of  shares  and  percentage of
outstanding  shares  of  the  common  shares in the capital of the Company to be
owned  by  the  Selling Shareholders after the sale of the Shares offered by the
Selling  Shareholders  pursuant  to this offering.  The Selling Shareholders are
not  obligated  to sell the Shares offered in this Prospectus and may choose not
to  sell  any  of  the  Shares  or  only a part of the Shares.  Commission rules
require  that  the Company assume that each Selling Shareholder sells all shares
offered  with  this  Prospectus.
Under  the  1934 Act, any person engaged in a distribution of the Shares offered
by  this  Prospectus  may  not simultaneously engage in market making activities
with  respect  to  the  common  shares  in the capital of the Company during the
applicable "cooling off" periods prior to the commencement of such distribution.
In  addition,  and without limiting the foregoing, each Selling Shareholder will
be  subject  to  applicable  provisions  of  the  1934  Act  and  the  rules and
regulations  thereunder,  including,  without  limitation, Rule 10B-6 and 10B-7,
which  provisions  may  limit the timing of purchases and sales of the Shares by
the  Selling  Shareholders.  As  of  February  25, 2000, there were 14, 858, 129
common  shares  in  the  capital  of  the  Company  issued  and  outstanding.

<PAGE>

HARVEY  LALACH,  CHIEF  OPERATING  OFFICER
Shares  Beneficially  Owned  Prior  to  Offering:     512,000
Percentage:                                           3.4%
Shares  to  be  Sold:                                 500,000
Shares  Beneficially  Owned  After  Offering:          12,000
Percentage:                                             0.08%
JIMMY  FOUSSEKIS,  COMMUNICATIONS  REPRESENTATIVE
Shares  Beneficially  Owned  Prior  to  Offering:     500,000
Percentage:                                              3.4%
Shares  to  be  Sold:                                 500,000
Shares  Beneficially  Owned  After  Offering:               0
Percentage:                                                0%
                            DESCRIPTION OF SECURITIES
The  authorized  capital  of  the  Company includes: 50,000,000 shares of common
stock  with  par value of $0.001 of which 14,858,129 were issued and outstanding
at  February  25,  2000.  All  of  the  authorized shares of common stock of the
Company  are  of  the same class and, once issued, rank equally as to dividends,
voting  powers,  and  participation  in  assets.  Holders  of  common shares are
entitled  to  one  vote for each share held of record on all matters to be acted
upon  by the shareholders. Holders of common shares are entitled to receive such
dividends as may be declared from time to time by the Board of Directors, in its
discretion,  out  of  funds  legally  available  therefore.  Upon  liquidation,
dissolution  or winding up of the Company, holders of common shares are entitled
to  receive  pro rata the assets of Company, if any, remaining after payments of
all debts and liabilities.  No common shares have been issued subject to call or
assessment.  There are no pre-emptive or conversion rights and no provisions for
redemption  or  purchase  for  cancellation,  surrender,  or sinking or purchase
funds.
                     CERTIFICATE OF INCORPORATION AND BYLAWS
The  Company's  certificate of incorporation provides for the indemnification of
directors  and  officers for certain acts to the fullest extent permitted by the
Florida  Business  Corporations  Act.  Further,  the  Company's  bylaws  provide
authority for the Company to maintain a liability insurance policy which insures
directors  or  officers against any liability incurred by them in their capacity
as  such.
Insofar  as  indemnification  for  liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to  the foregoing provisions, or otherwise, the Company has been advised that in
the  opinion  of  the  SEC  such  indemnification  is  against  public policy as
expressed in the 1933 Act and is, therefore, unenforceable.  In the event that a
claim  for  indemnification  against such liabilities (other than the payment by
the  Company  of expenses incurred or paid by a director, officer or controlling
person  of  the  Company  in  the  successful  defence  of  any  action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion  of  its  counsel  the matter has been settled by controlling precedent,

<PAGE>

submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  its  against public policy as expressed in the 1933 Act and
will  be  governed  by  the  final  adjudication  of  such  issue.
                                     EXPERTS
The  consolidated  financial  statements  of  the  Company  incorporated  in the
Prospectus  by  reference  from  the  Company's  Form 10-SB have been audited by
Councilor,  Buchanan  & Mitchell, P.C., independent auditors, as stated in their
report, which is incorporated herein by reference.  Such financial statements of
the  Company  have been so incorporated in reliance upon the report of such firm
given  upon  their  authority  as  experts  in  accounting  and  auditiing.
                                  LEGAL MATTERS
The legality of the common shares offered by this Prospectus will be passed upon
for  the  Company  and  the  Selling  Shareholders  by Clark, Wilson, Vancouver,
British  Columbia,  Canada.

<PAGE>

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM  3          INCORPORATION  BY  REFERENCE
The  Company  hereby  incorporates by reference into this Registration Statement
the  following  documents,  previously  filed  with  the  Commission:
(a)     the  Company's  Form  10-QSB  for  the quarter ended September 30, 1999,
filed  December  3,  1999;
(b)     the  Company's  Form  8-K  filed  November  1,  1999;
(c)     the  Company's  Form  10-SB/A2  filed  October  19,  1999;
(d)     the  Company's  Form  10-SB/A1  filed  October  6,  1999;
(e)     the  Company's  Form  10-SB  filed  August  20,  1999;  and
(f)     the  description  of  the  Company's  common  shares as contained in the
Company's  Form  10-SB,  Form  10-SB/A1  and  From  10-SB/A2.
In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to Sections 13(a), 13(c) and 15(d) of the 1934 Act prior to the filing
of  a  post-effective  amendment  indicating  that all of the securities offered
hereunder  have been sold or deregistering all securities then remaining unsold,
shall  be  deemed to be incorporated by reference in this Registration Statement
and  to be part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated by reference in this Registration Statement
shall  be  deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  document  that  is  also  incorporated  by  reference  herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except  as  so  modified  or  superseded,  to constitute a part of this
Registration  Statement.
ITEM  4          DESCRIPTION  OF  SECURITIES
Not  Applicable.
ITEM  5          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
Not  Applicable.
ITEM  6          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
The  Company's Articles provide that, to the fullest extent permitted by law, no
director  or officer of the Company shall be personally liable to the Company or
its  shareholders  for damages for breach of any duty owed to the Company or its
shareholders.  In  addition, the Company's Articles authorize the Company to, in
its  by-laws or in any resolution of its directors or shareholders, undertake to
indemnify  the  officers  and  directors  of  the  Company  against  any

<PAGE>

contingency  or peril as may be determined in the best interests of the Company.
Further,  the  Company  is  authorized  by its Articles to purchase and maintain
insurance  for  the  benefit  of any person who is or was serving as a director,
officer,  employee  or  agent  of the Company or of any corporation of which the
Company is a shareholder, against any liability which may be incurred by him/her
in  that  capacity.  The  Company  maintains  liability  insurance  to cover its
directors and officers.  Such provisions do not eliminate the personal liability
of  the  Company's  directors and officers for monetary damages as a result of a
breach  of fiduciary duty or for any actions or omissions which were not done in
good  faith.
Under  section 607.0850 of the Florida Business Corporation Act, the Company has
the  power  to  indemnify:
(a)     any person who was or is a party to any proceeding (other than an action
by, or in the right of, the Company), by reason of the fact that he or she is or
was  a director, officer, employee, or agent of the Company or is or was serving
at  the  request  of  the  Company as a director, officer, employee, or agent of
another  corporation,  partnership,  joint  venture,  trust, or other enterprise
against  liability  incurred  in  connection with such proceeding, including any
appeal  thereof,  if  he  or  she  acted in good faith and in a manner he or she
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable  cause  to  believe  his  or  her  conduct  was  unlawful;  and
(b)     any  person,  who was or is a party to any proceeding by or in the right
of  the  Company to procure a judgement in its favour by reason of the fact that
the  person  is or was a director, officer, employee, or agent of the Company or
is  or  was  serving  at  the  request  of  the  Company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses and amounts paid in settlement not exceeding,
in  the judgement of the board of directors, the estimated expense of litigating
the  proceeding  to  conclusion,  actually and reasonably incurred in connection
with the defense or settlement of such proceeding, including any appeal thereof,
if  he  or she acted in good faith and in a manner he or she reasonably believed
to  be  in, or not opposed to, the best interests of the Company, except that no
indemnification  shall  be  made in respect of any claim, issue, or matter as to
which  such person shall have been adjudged to be liable unless, and only to the
extent  that, the court in which such proceeding was brought, or any other court
of  competent  jurisdiction,  shall determine upon application that, despite the
adjudication  of  liability  but  in view of all circumstances of the case, such
person  is  fairly  and reasonably entitled to indemnity for such expenses which
such  court  shall  deem  proper.
To  the  extent  that a director, officer, employee, or agent of the Company has
been successful on the merits or otherwise in defense of any proceeding referred
to  in  (a)  or (b) above, or in defense of any claim, issue, or matter therein,
the  Company  is  required to indemnify him or her against expenses actually and
reasonably  incurred  by  him  or  her  in connection with such proceeding.  Any
indemnification  under (a) or (b) above, unless pursuant to a determination by a
court,  shall  be  made  by  the  Company  only  as  authorized  by its Board of
Directors.

<PAGE>

Regardless  of under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, indemnification or advancement of expenses shall not be
made  to or on behalf of any director, officer, employee, or agent if a judgment
or other final adjudication establishes that his or her actions, or omissions to
act,  were  material  to  the  cause  of  action  so adjudicated and constitute:
(a)     a violation of the criminal law, unless the director, officer, employee,
or agent had reasonable cause to believe his or her conduct was lawful or had no
reasonable  cause  to  believe  his  or  her  conduct  was  unlawful;
(b)     a  transaction  from  which  the  director,  officer, employee, or agent
derived  an  improper  personal  benefit;  or
(c)     wilful misconduct or a conscious disregard for the best interests of the
Company  in a proceeding by or in the right of the Company to procure a judgment
in  its  favour  or  in  a  proceeding  by  or  in  the  right of a shareholder.
ITEM  7          EXEMPTION  FROM  REGISTRATION  CLAIMED
The 1,000,000 shares registered under this Registration Statement were issued to
the  Employees  pursuant  to the exemption from the registration requirements of
the  1933  Act  provided  by  Regulation  S  promulgated  under  the  1934  Act.
ITEM  8          EXHIBITS
Number     Description
------     -----------
4.1     Employment  Agreement,  dated  November 1, 1999, between the Company and
Harvey  Lalach
4.2     Employment  Agreement,  dated  November 1, 1999, between the Company and
Jimmy  Foussekis
5.1     Opinion  of  Clark  Wilson,  Barristers  &  Solicitors
23.1     Consents  of  Clark,  Wilson  (included  in  Exhibit  5.1)
ITEM  9     UNDERTAKINGS
(a)     The  Company  hereby  undertakes:
(1)     to  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement  of  any material change to such information in the
Registration  Statement;

<PAGE>

(2)     for  the  purpose  of  determining  any liability under the 1933 Act, to
treat  each such post-effective amendment as a new registration statement of the
securities  offered,  and  the offering of the securities at that time to be the
initial  bona  fide  offering;  and
(3)     to  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b)     The  Company hereby undertakes that, for the purposes of determining any
liability  under  the  1933  Act,  each  filing  of  the Company's annual report
pursuant  to  Section  13(a)  or  15(d)  of the 1934 Act that is incorporated by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
(c)     Insofar  as  indemnification  for liabilities arising under the 1933 Act
may  be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses incurred or paid
by  a  director,  officer or controlling person of the Company is the successful
defence of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person  in connection with the securities being registered, the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit  to  a court of appropriate jurisdiction the
question  of  whether  such  indemnification  by  it is against public policy as
expressed  in  the  Act  and  will be governed by the final adjudication of such
issue.

<PAGE>

                                   SIGNATURES
Pursuant  to the requirements of the 1933 Act, the Company certifies that it has
reasonable  grounds  to believe that it meets all of the requirements for filing
on  Form S-8 and has duly caused this Registration Statement to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the City of Vancouver,
Province  of  British  Columbia,  this  23  day  of  March,  2000.

GLOBALNETCARE,  INC.
By:
/A/ Patrick Power
Patrick  Power,
President  and  Director

Pursuant  to  the  requirements of the 1933 Act, this Registration Statement has
been  signed  by  the  following  persons  in  the  capacities  and on the dates
indicated.
SIGNATURES

Per: /s/ Patrick Power
     Patrick  Power
     President/Secretary/Director
     March  23,  2000

Per: /s/ Nick Pedafronimos
     Nick  Pedafronomis
     Chief  Financial  Officer/Treasurer/Director
     March  23,  2000

Per: /s/ George Tsoukas
     George  Tsoukas
     Chief  Executive  Officer/Director
     March  23,  2000

Per: /s/ David Mulder
     David  Mulder
     Director
     March  23,  2000
Authorized  Representative  in  the  United  States:

Per:
     Corporation  Service  Company
     Registered  Agent
     March  ,  2000
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 57611}]
{"company-data": {"conformed-name": "GLOBALNETCARE INC", "cik": "0001079574", "assigned-sic": "7389", "irs-number": "980215778", "state-of-incorporation": "FL"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33154", "film-number": "576908"}, "business-address": {"street1": "SUITE 950 2000 MCGILL COLLEGE", "city": "MONTREAL QUEBEC CANA", "state": "E6", "phone": "8772884909"}, "mail-address": {"street1": "SUITE 950 2000 MCGILL COLLEGE", "city": "MONTREAL QUEBEC"}}
FORM S-3/S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               GLOBALNETCARE, INC.
               (Exact name of Company as specified in its charter)
FLORIDA                                                   980215778
(State or other jurisdiction of                      (I.R.S. Employer
incorporation  or organization)                      identification  No.)

                                    SUITE 950
                               2000 MCGILL COLLEGE
                                     H3A 3H3
                            MONTREAL, QUEBEC, CANADA
                          TELEPHONE:  (877) 288 - 4909
                    (Address of Principal Executive Offices)
                    ----------------------------------------
                              EMPLOYMENT AGREEMENTS
                            (Full title of the plan)
                            ------------------------
                                  PATRICK POWER
                             PRESIDENT AND DIRECTOR
                               GLOBALNETCARE, INC.
                         SUITE 950 - 2000 MCGILL COLLEGE
                        MONTREAL, QUEBEC, CANADA  H3A 3H3
              TELEPHONE:  (877) 288-4909  FACSIMILE: (514) 288-6309
                                 With a copy to:
                                  CLARK, WILSON
                                 BERNARD PINSKY
                         #800 - 885 WEST GEORGIA STREET
                   VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3H1
            TELEPHONE NO.: (604) 643-3153, FACSIMILE: (604) 687-6314
                     (Name and address of agent for service)
                     ---------------------------------------

CALCULATION  OF  REGISTRATION  FEE
   TITLE OF SECURITIES TO BE REGISTERED     AMOUNT TO BE REGISTERED     PROPOSED
   ------------------------------------     -----------------------     --------
   MAXIMUM OFFERING PRICE PER UNIT     PROPOSED MAXIMUM AGGREGATE OFFERING PRICE
   -------------------------------     -----------------------------------------
                           AMOUNT OF REGISTRATION FEE
                           --------------------------
         Common Shares     1,000,000(1)     N/A     N/A     $150.48 (2)
(1)     All  of  the  1,000,000  common shares to be registered hereby are being
offered  by  Selling  Shareholders.
(2)     The Registration Fee is calculated in accordance with Rule 457 under the
Securities  Act  of 1933, as amended, based on the last sale price of the common
shares  of  the Company on the National Association of Securities Dealers Inc.'s
Over-the-Counter  Bulletin  Board  as  of  March  14,  2000.
1,000,000 Shares
                               GLOBALNETCARE, INC.
                        Common Shares (par value $0.001)
The 1,000,000 common shares (the "Shares") in the capital of GlobalNetCare, Inc.
("GlobalNetCare"  or  the  "Company")  being  registered  pursuant  to  this
Registration  Statement  are offered by certain shareholders of the Company (the
"Selling  Shareholders").  The  Shares  owned by the Selling Shareholders may be
offered  for  sale  from time to time at market prices prevailing at the time of
sale  or  at negotiated prices by the Selling Shareholders, and without payments
of  any  underwriting  discounts  or  commission, except for usual and customary
selling  commissions  paid  to brokers or dealers.  The Company will not receive
any  proceeds  from  the  sale of any of the Shares by the Selling Shareholders.
GlobalNetCare's  common  shares  are  traded  on  the  National  Association  of
Securities  Dealers  Over-the  Counter Bulletin Board under the symbol GBCR.  As
March  14,  2000, the last sale price of the common shares in the capital of the
Company  was  $0.57.
                            THE COMMON SHARES OFFERED
                          PURSUANT TO THIS REGISTRATION
                     STATEMENT INVOLVE A HIGH DEGREE OF RISK

                               SEE "RISK FACTORS"
                        THESE ARE SPECULATIVE SECURITIES

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The  date  of  this  Prospectus  is  March  16,  2000.
TABLE OF CONTENTS

PART  I                                                            PAGE
     Information  Required  in  the  Section  10(A)  Prospectus     3
     Prospectus  Summary                                            4
     The  Company                                                   4
     Risk  Factors                                                  4
     The  Company  and  Recent  Events                              8
     The  Offering                                                  8
     Selling  Security  Holders                                     9
     Description  of  Securities                                    9
     Certificate  of  Incorporation  and  Bylaws                   10
     Experts                                                       10
     Legal  Matters                                                10
PART  II
     Information  Required  in  Registration  Statement            11
Item  3     Incorporation  by  Reference                           11
Item  4     Description  of  Securities                            11
Item  5     Interests  of  Named  Experts  and  Counsel            11
Item  6     Indemnification  of  Directors  and  Officers          11
Item  7     Exemption  from  Registration  Claimed                 13
Item  8     Exhibits                                               13
Item  9     Undertakings                                           13
     Signatures                                                    16
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
                              AVAILABLE INFORMATION
The  Company  is  subject  to  the  informational requirements of the Securities
Exchange Act of 1934 (the 1934 Act") and in accordance therewith, files periodic
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "SEC").  Such  reports, proxy statements and other information
convening the Company may be inspected and copies may be obtained (at prescribed
rates)  at  the  SEC's  Public  Reference  Section,  450  Fifth  Street,  N.W.,
Washington, D.C. 20549, and at the SEC's Regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park
Place,  Room  1228,  New  York,  New  York  10007.
The  documents  containing  the  information  specified  in  Part I of this Form
S-8/S-3  will  be  sent or given to the employees as specified by Rule 428(b)(1)
promulgated  by the SEC under the Securities Act of 1933 (the "1933 Act").  Such
documents  are  not  being  filed  with  the SEC, but constitute (along with the
documents  incorporated  by reference to this Registration Statement pursuant to
Item  3  of Part II hereof), a Prospectus that meets the requirements of Section
10(a)  of  the  1933  Act.
This  Registration  Statement  relates to the offering of a maximum of 1,000,000
Shares in the capital of the Company, pursuant to an employment agreement, dated
November  1, 1999, between Harvey Lalach ("Lalach") and the Company (the "Lalach
Agreement")  and  an employment agreement, dated November 1, 1999, between Jimmy
Foussekis ("Foussekis") and the Company (the "Foussekis Agreement").  The Lalach
Agreement  and  the  Foussekis  Agreement  are  collectively  referred to as the
"Employment  Agreements").  Lalach and Foussekis are collectively referred to as
the  "Employees".
INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
The  Company  hereby  incorporates by reference into this Registration Statement
and  Prospectus  the  following documents, previously filed with the Commission:
(a)     the  Company's  Form  10-QSB  for  the quarter ended September 30, 1999,
filed  December  3,  1999;
(b)     the  Company's  Form  8-K  filed  November  1,  1999;
(c)     the  Company's  Form  10-SB/A2  filed  October  19,  1999;
(d)     the  Company's  Form  10-SB/A1  filed  October  6,  1999;  and
(e)     the  Company's  Form  10-SB  filed  August  20,  1999.
In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to Sections 13(a), 13(c) and 15(d) of the 1934 Act prior to the filing
of  a  post-effective  amendment  indicating
that all of the securities offered hereunder have been sold or deregistering all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.
Upon  written or oral request, any of the documents incorporated by reference in
Item  1  of  Part  I  or Item 3 of Part II of this Registration Statement (which
documents  are  incorporated  by reference in this Section 10(a) Prospectus) and
other  documents  required  to  be  delivered  to the Employees pursuant to Rule
428(b)  are  available  without charge by contacting: GlobalNetCare, Inc., Suite
950 - 2000 McGill College, Montreal, Quebec, H3A 3H3, Attention:  The President,
telephone:  (877)  288-4909.
                               PROSPECTUS SUMMARY
The  following  summary is qualified in its entirety by the detailed information
and  financial  statements  appearing  elsewhere or incorporated by reference in
this  Prospectus.
                                   THE COMPANY
The  Company  offers  an  array  of  health  and  medical  information  via  its
proprietary  information  website  -  GlobalNetCare.com.  The  website  provides
state-of-the-art  medical  services  to Internet users at the click of a button.
The  website  consists  of  several  intelligent,  interactive  "Virtual Medical
Centers"  that  provide health care professionals and people seeking information
with  an  easy-to-use,  interactive  learning  experience  that  addresses their
subject  of  concern  and  creates  individual  virtual  medical  records.  The
Company's  computer  system  follows  and  advises  each  user  on  a one to one
confidential  basis.  See  the  Company's  Form 10-SB and amendments thereto for
further  details  on  the  Company's  business  and  operations.
                                  RISK FACTORS
An investment in the Shares entails a number of very significant risks.  Because
of  these  risks, funds should only be invested by persons able to bear the risk
of  and  withstand  the  loss of their entire investment.  Prospective investors
should  also  consider  the  following risk factors before making and investment
decision:
Penny  Stock  Rules
-------------------
The Company's common shares are subject to rules promulgated by the SEC relating
to  "penny  stocks,"  which  apply to companies whose shares are not traded on a
national  stock  exchange  or on the NASDAQ system, trade at less than $5.00 per
share,  or who do not meet certain other financial requirements specified by the
SEC.  These  rules require brokers who sell "penny stocks" to persons other than
established  customers  and  "accredited  investors"  to  complete  certain
documentation,  make  suitability  inquiries of investors, and provide investors
with  certain
information  concerning  the  risks  of  trading in the such penny stocks. These
rules  may  discourage  or restrict the ability of brokers to sell the Company's
common  shares  and  may  affect  the  secondary market for the Company's common
shares.  These  rules  could also hamper the Company's ability to raise funds in
the  primary  market  for  the  Company's  common  shares.
Limited  Operating  History
---------------------------
The Company initiated its operations in January, 1999.  As a result, it only has
a  limited operating history on which one can base an evaluation of its business
and  prospects.  The  Company's  prospects  must  be  considered in light of the
risks,  uncertainties,  expenses  and  difficulties  frequently  encountered  by
companies  in  their  early stages of development, particularly companies in new
and  rapidly  evolving markets like the one faced by the Company.  Some of these
risks  and uncertainties relate to the Company's ability to attract and maintain
a  large  base  of  users, develop and introduce desirable services and original
content  to  members  and users, establish and maintain strategic alliances with
pharmaceutical,  medical  and technical supply companies, establish and maintain
relationships  with  highly  qualified  and  respected  doctors,  establish  and
maintain  relationships  with  advertisers  and  advertising  agencies,  respond
effectively  to  competitive  and  technological  developments,  and  build  an
infrastructure  to  support  the Company's business.  The Company cannot be sure
that  it  will be successful in addressing these risks and uncertainties and its
failure  to  do  so  could  have  a  material  adverse  effect  on its financial
condition.
History  of  Losses
-------------------
The  Company has not achieved profitability and expects to continue to incur net
losses  for the foreseeable future and may never become profitable.  The Company
has  incurred  net  losses  of  approximately $60,925 during the period from the
Company's  reinstatement  on  July  21,  1998  through  December  31,  1998.
The  Company's  ability  to  generate  significant  revenues  is  uncertain. The
Company's short and long-term prospects depend upon establishing and maintaining
strategic alliances with pharmaceutical, medical and technical supply companies.
The  Company  has  projected  that a significant portion of its revenues will be
generated  from such strategic alliances.  Accordingly, the Company's success is
highly  dependent  on  such  alliances  and  the  Company  may  never  generate
significant  revenues  if  it  does  not  establish such alliances.  Any adverse
developments  in  the  pharmaceutical  industry,  like an increase in the use of
generic drugs instead of branded drugs or a reduction in the sales and marketing
expenditures  of  such  companies, could have an adverse affect on the Company's
ability  to  generate revenues.  As its business evolves, the Company expects to
introduce  a  number of new products and services.  With respect to both current
and  future  product and service offerings, the Company expects to significantly
increase  its  marketing  and  operating  expenses  in an effort to increase its
customer base, enhance its brand image and support its infrastructure.  In order
for  the  Company  to  make  a  profit,  its  revenues  will  need  to  increase
significantly  to  cover  these  and  other  future  costs.  Even  if it becomes
profitable,  the  Company may not sustain or increase its profits on a quarterly
or  annual  basis  in  the  future.
Need  for  Additional  Financing
--------------------------------
Based  on  its  current  operating  plan,  the  Company anticipates that it will
require  additional financing of approximately $1,000,000 by the end of October,
1999  in  order to finance the increased promotion and marketing of its website.
In  addition,  the  Company  anticipates that by the end of 1999 it will require
additional  financing  of approximately $3,000,000 to further develop and expand
its  website.  After  that  time, the Company may need additional capital or the
Company  may  need  to  raise  additional  capital  sooner  to  fund  more rapid
expansion,  to  develop  new  or  enhanced services or to respond to competitive
pressures.
The Company's ability to continue in business depends upon its continued ability
to obtain financing.  There can be no assurance that any such financing would be
available  upon  terms and conditions acceptable to the Company, if at all.  The
inability  to obtain additional financing in a sufficient amount when needed and
upon  acceptable  terms and conditions could have a material adverse effect upon
the  Company.  Although  the  Company  believes  that  it  can  raise  financing
sufficient  to  meet  its  immediate needs, it will require funds to finance its
development  and  marketing activities in the future.  There can be no assurance
that  such  funds  will  be  available or available on terms satisfactory to the
Company.  If  additional  funds are raised by issuing equity securities, further
dilution  to  existing  or future stockholders is likely to result.  If adequate
funds  are  not  available  on  acceptable terms when needed, the Company may be
required  to  delay,  scale-back  or  eliminate  its  promotional  and marketing
campaign  or its development programs.  Inadequate funding also could impair the
Company's  ability  to  compete  in  the  marketplace  and  could  result in its
dissolution.
Marketing
---------
The  Company  has  not  incurred  significant  advertising,  sales and marketing
expenses to date.  To increase awareness for its website, the Company expects to
spend  significantly  on  advertising, sales and marketing in the future. If the
Company's  marketing  strategy  is  unsuccessful,  it may not be able to recover
these  expenses  or  increase  its  revenues.  The  Company  will be required to
develop  a  marketing  and  sales campaign that will effectively demonstrate the
advantages  of  its website, services and products.  The Company's marketing and
selling experience of its website to date is very limited.  The Company may also
elect to enter into agreements or relationships with third parties regarding the
promotion  or  marketing of its website, products and services.  There can be no
assurance  that  the  Company  will  be  able  to  establish  adequate sales and
marketing  capabilities, that it will be able to enter into marketing agreements
or  relationships with third parties on financially acceptable terms or that any
third  parties  with whom it enters into such arrangements will be successful in
marketing  and  promoting  the  Company's  website,  products  and  services.
Acceptance  of  the  Company  and  GlobalNetCare.com
----------------------------------------------------
The  Company's success is dependent upon achieving significant market acceptance
of  its  website,  products and services by physicians, healthcare professionals
and  internet  consumers.  It  cannot  guarantee  that  medical professionals or
internet  consumers  will  accept  GlobalNetCare.com, or even the Internet, as a
replacement  for  traditional  sources  of  healthcare
information.  Market  acceptance  of  GlobalNetCare.com  depends  upon continued
growth  in  the use of the Internet generally and, in particular, as a source of
healthcare  information  services  for  medical professionals and consumers. The
Internet  may  not  prove  to  be a viable channel for these services because of
inadequate  development  of  necessary  infrastructure, such as reliable network
backbones,  or  complimentary  services,  such as high-speed modems and security
procedures  for  the  transmission  of  confidential  and  private  healthcare
information,  the  implementation  of  competitive  technologies,  government
regulation  or other reasons.  Failure to achieve and maintain market acceptance
of  GlobalNetCare.com  would  seriously  harm  the  Company's  business.
Acceptance  of  GlobalNetCare.com  depends  on  the  success of its advertising,
promotional  and  marketing  efforts  and  the  ability  to  continue to provide
high-quality  information to its users of its website.  To date, the Company has
not  spent  a  considerable  amount  on  marketing  and promotional efforts.  To
increase  awareness  of  its website, the Company expects to spend a significant
amount on promotion, marketing and advertising in the future.  If these expenses
fail  to  develop an awareness of GlobalNetCare.com, these expenses may never be
recovered  and  the  Company  may never be able to generate future revenues.  In
addition,  even  if awareness of GlobalNetCare increases, the Company may not be
able  to  increase  or  maintain  the  number  of  members of GlobalNetCare.com.
Generating  Revenues  from  Advertising  and  Alliances
-------------------------------------------------------
The  Company's  future success depends on an increase in the use of the Internet
as  an  advertising medium.  The Company plans to derive a substantial amount of
its  revenues  from  the sale of advertisements and sponsorships on its website.
Advertising  on  the  Internet  is  new  and  rapidly evolving and cannot yet be
compared with the traditional advertising market to gauge its effectiveness.  As
a  result,  there  is  significant  uncertainty  about  the  demand  and  market
acceptance  for  Internet  advertising.  The  Company  cannot  predict  how  its
potential  advertising  customers and sponsors will ultimately react to Internet
advertising  and  sponsorship  as  compared to traditional advertising media and
sponsorship  opportunities.  This  makes  it  difficult to project the Company's
future  advertising  and  sponsorship  rates  and  revenues.
In  addition, widespread adoption or increased use by Internet users of "filter"
software  programs  that  allow  them  to limit or remove advertising from their
desktops  or  the adoption of this type of software by Internet access providers
could  have  a  material  adverse  effect on the viability of advertising on the
Internet  and  on the Company's ability to generate revenues.  If the market for
Internet  advertising  and sponsorships fails to develop or develops more slowly
than  expected, the Company may not be able to generate the revenues required to
continue  its  operations  or  to  become  profitable.
Reliance  upon  Technology  and  Computer  Systems
--------------------------------------------------
The  markets  in which the Company compete are characterized by rapidly changing
technology,  evolving  technological  standards  in  the  industry, frequent new
websites,  services  and  products and changing consumer demands.  The Company's
future  success  will  depend  on  its  ability to adapt to these changes and to
continuously  improve  the  performance,  features  and  reliability  of
its  service  in  response to competitive services and products and the evolving
demands  of  the  marketplace, which it may not be able to do.  In addition, the
widespread  adoption  of  new  Internet,  networking  or  telecommunications
technologies  or  other technological changes could require the Company to incur
substantial  expenditures  to  modify  or  adapt its services or infrastructure,
which  might  impact  its  ability  to  become  or  remain  profitable.
The  Company's  website  utilizes  sophisticated  and  specialized  network  and
computer  technology.  The  Company  anticipates  that  it  will be necessary to
continue  to invest in and develop new and enhanced technology on a timely basis
to  maintain  its  competitiveness.  Significant  capital  expenditures  may  be
required  to  keep  its  technology  up  to date.  Investments in technology and
future  investments in upgrades and enhancements to software for such technology
may  not  necessarily  maintain  the  Company's  competitiveness.  The Company's
business  is  highly  dependent  upon its computer and software systems, and the
temporary  or  permanent  loss  of  such equipment or systems, through casualty,
operating  malfunction  or  otherwise, could have a material adverse effect upon
the  Company.  If  the  Company  cannot operate its website 24 hours a day seven
days  per week with limited interruptions, its business may be seriously harmed.
The  Company's  website  may be required to accommodate a high volume of traffic
and  deliver  frequently  updated  information.  The  Company's  website  may
experience  slower response times or system failures due to increased traffic on
its  website  or  on  the  internet.  The  website  users  and members depend on
Internet  service  providers  and  other  website  operators  for  access to the
Company's  website.  These  providers and operators have experienced significant
outages  in  the  past  and there can be no assurance that such outages or other
problems  will  not  occur in the future.  Any interruptions in the operation of
the  Company's website however caused could cause a material adverse effect upon
the  Company.
Competition
-----------
The  Company competes with companies providing or maintaining online services or
websites targeted to doctors and the healthcare industry, companies providing or
maintaining  online  general  healthcare  information  and  related  services,
companies  providing  or  maintaining public sector and non-profit websites that
contain  healthcare information and services, companies providing or maintaining
websearch  services  particularly geared to medical and healthcare websites, and
publishers  and  distributors  of  traditional media targeted to doctors and the
healthcare industry.  Competition for users, members and advertisers, as well as
general  competition  in  the  electronic  commerce  market,  is  intense and is
expected  to  increase  significantly.
Many  of the Company's competitors are substantially larger than the Company and
have  significantly  greater financial resources and marketing capabilities than
the  Company,  together  with better name recognition.  It is also possible that
new  competitors  may  emerge and acquire significant market share.  Competitors
with  superior resources and capabilities may be able to utilize such advantages
to  market  their  website,  products and services better, faster and/or cheaper
than  the  Company.  Increased  competition is likely to result in reduced gross
margins  and loss of market share, either of which could have a material adverse
effect  upon  the  Company's  business,  results  of  operations  and  financial
condition.  In addition, there can be no assurance that the Company will be able
to  compete  successfully  against  its  present  or  future  competitors.
The  Company's  ability  to  compete successfully will require it to develop and
maintain a technologically advanced website and to provide superior products and
services, attract and retain highly qualified personnel and obtain a significant
customer  base.  There  can  be  no  assurance  that the Company will be able to
achieve these objectives.  Failure to do so would have a material adverse effect
on  its  business,  operating results and financial condition.  Furthermore, the
Company's  website  and  products  and services will compete directly with other
existing  and  subsequently  developed  products  using  competing technologies.
There  can  be  no  assurance that the Company's competitors will not succeed in
developing  or  marketing technologies, websites, services and products that are
more  effective  and  commercially desirable than those developed or marketed by
the  Company  or  that would render the Company's website, products and services
non-competitive.  Failure  of  the  Company's  website, products and services to
compete  successfully  with  websites,  products  and  services  using competing
technologies  will  have  a  material  adverse effect on the Company's business,
operating  results  and  financial  condition.
The  market  for  Internet  content,  products, services and advertising is new,
rapidly  evolving and intensely competitive.  The Company currently competes, or
potentially  competes,  with  many  providers  of  website  content, information
services and products, as well as traditional media and promotional efforts, for
audience  attention  and  advertising  and sponsorship expenditures.  It expects
competition  to intensify in the future.  Barriers to entry are not significant,
and  current  and  new  competitors  may  be  able  to  launch new websites at a
relatively low cost.  Competition for members, users and advertisers, as well as
competition  in  the  electronic  commerce market, is intense and is expected to
increase  significantly.
Limited  Protection  for  Intellectual  Property
------------------------------------------------
While  the  Company  is investigating the possibilities of patent, copyright and
trademark  registration  and  protection  for its intellectual property, no such
protection  has yet been applied for (except for a trademark registration of the
name  "GlobalNetCare") or granted.  There is no assurance that such registration
or protection will be available, and therefore the Company may have little or no
protection  for  its  intellectual property assets, comprising the main business
assets  of  the  Company.
The Company's Pythian system and its other intellectual property is important to
the  Company's  continued  operations  and  success.  The  Company's  efforts to
protect  this  intellectual  property may not be adequate.  Unauthorized parties
may  infringe  upon  or  misappropriate  its Pythian system or other proprietary
medical  information.  In the future, litigation may be necessary to protect and
enforce  the Company's intellectual property rights or to determine the validity
and  scope  of  its  intellectual  property,  which  could be time consuming and
costly.  The Company could also be subject to intellectual property infringement
claims  as  the  numbers  of  competitors  grows.  These  claims,  even  if  not
meritorious,  could  be  expensive  and  divert the Company's attention from its
continued  operations.  If  the  Company becomes liable to any third parties for
such  claims,  it  could  be  required  to  pay a substantial damage award or to
develop  comparable  non-infringing  intellectual  property  and  systems.
Uncertain  Ability  to  Manage  Growth
--------------------------------------
The  Company's  ability to achieve its planned growth is dependent upon a number
of  factors  including,  but  not  limited  to,  its  ability to hire, train and
assimilate  management  and  other  employees,  the  adequacy  of  the Company's
financial  resources,  the Company's ability to identify and efficiently provide
and  perform  such  new  products  and  services  as the Company's customers may
require  in  the  future and its ability to adapt its systems to accommodate its
expanded  operations.  In  addition,  there can be no assurance that the Company
will  be able to achieve its planned expansion or that it will be able to manage
successfully  such  expanded  operations.  Failure  to manage anticipated growth
effectively and efficiently could have a material adverse effect on the Company.
Dependence  Upon  Key  Personnel
--------------------------------
The  Company's  key  personnel  include Dr. George Tsoukas and Dr. David Mulder.
Dr.  Tsoukas  is  considered  to  be  a key employee because of his expertise in
connection with the development of the Pythian system and because of his network
of  personal  contacts  in  the medical profession. Dr. Mulder is considered key
person  because  of his extensive expertise and his network of personal contacts
within the medical profession.  The Company's success is substantially dependent
on  its  ability  to  retain  and  motivate  its senior management and other key
employees  and its ability to identify, attract, hire, retain and motivate other
highly qualified and respected doctors, which supply, update and maintain all of
the  original  content  contained  on  the  Company's  website.
The  loss  of  the services of any of the above persons and other key employees,
for  any  reason,  may  have a materially adverse effect on the prospects of the
Company.  Although  the  Company believes that the loss of any of its management
or  other  key  employees  (apart  from  those  indicated above) will not have a
material  adverse  impact  upon  the  Company, there can be no assurance in this
regard,  nor  any  assurance  that  the  Company  will  be able to find suitable
replacements.  Furthermore,  the  Company  does  not  maintain  "key  man"  life
insurance  on  the  lives of any of its management or other key employees of the
Company.  To  the  extent  that  the services of any key employee of the Company
become  unavailable,  the  Company  will  be  required to retain other qualified
persons;  however,  there  can  be  no  assurance that it will be able to employ
qualified  persons  upon  acceptable  terms.
Original  Content  from  Medical  Experts
-----------------------------------------
GlobalNetCare.com  includes  original  content created for the Company by expert
medical  professionals.  The  Company  depends on individual doctors and doctors
teams  to  provide  the  original  content  for  its website.  The Company has a
limited number of relationships with such doctors and teams and is significantly
relying on management's personal contacts to maintain its existing relationships
and to develop new relationships. The Company's success depends significantly on
its  ability  to  maintain  these  existing  relationships  with  these  content
providers,  to  build  new  relationships  with  other  content providers and to
continue  to  obtain  original  content  from  medical  experts.  The  Company's
relationships  with  expert medical professionals who provide it with a majority
of  its  original  proprietary  content  are  generally  short-term  and
project-based.  The  Company cannot assure that it will be able to maintain such
relationships  and  obtain  such  information.
Government  Regulation
----------------------
U.S. Congress currently is considering proposed legislation that would establish
a  new  federal  standard  for  protection  and  use  of health information.  In
addition,  the  laws of other countries also govern the use of and disclosure of
health information.  The Company cannot assure that its systems for safeguarding
patient  health  information  from  unauthorized disclosure or use will preclude
successful  claims against it for violation of applicable law.  The Company also
cannot  assure  that  other  third-party  sites  that  consumers  access through
GlobalNetCare.com  will  maintain  systems to safeguard this health information.
In  addition,  future  laws  or  changes  in current laws may necessitate costly
adaptations  to  the  Company's  systems.  If  the  Company fails to comply with
current  or  future  laws,  it  could  have  a  material adverse effect upon the
Company's  operations.
Each  state  in the United States imposes restrictions on the ability of persons
and  corporations to practice medicine.  Any finding in a state that the Company
is  not in compliance with its laws could require the Company to restructure its
services,  which  could  adversely affect its business.  The laws in some states
prohibit  some business entities, such as the Company, from practising medicine.
These  laws generally prohibit us from employing physicians to practice medicine
or  from  directly  furnishing  medical  care  to patients.  Each state requires
licensure  for  the  practice  of  medicine  within  that state, and some states
consider  the  receipt  of  an  electronic  transmission  of selected healthcare
information  in  that state to be the practice of medicine.  These laws restrict
the  Company's  activities and the extent to which it can provide medical advice
to  its  members.  If  challenged, the Company cannot assure that its activities
would  be  found  to  be  in  compliance  with  such  laws.
Any  new  law  or  regulation  pertaining to the Internet, or the application or
interpretation of existing laws, could decrease demand for the Company's website
and  services,  increase its cost of doing business or otherwise have a material
adverse  effect  on  its success and continued operations.  Laws and regulations
may  be  adopted  in  the future that address Internet-related issues, including
online  content,  user  privacy,  pricing  and quality of products and services.
Because the growing popularity and use of the Internet has burdened the existing
telecommunications  infrastructure  in  many areas, local exchange carriers have
petitioned the FCC to regulate Internet service providers in a manner similar to
long  distance  telephone  carriers  and  to  impose access fees on the Internet
service  providers.  The Company cannot guarantee that the United States, Canada
or  foreign  nations  will  not  adopt  legislation aimed at protecting Internet
users'  privacy.  Any  such  legislation  could  negatively affect the Company's
business.  Moreover, it may take years to determine the extent to which existing
laws  governing  issues  like property ownership, libel, negligence and personal
privacy  are  applicable  to  the  Internet.
Medical  Malpractice  Risks
---------------------------
The  information  provided  by the Company is intended to be in addition to, and
not  in  substitution for, medical advice from a user's own physician.  However,
medical  advice  will  be
dispensed  over  the  Internet  both  directly  by doctors and indirectly by the
Company's  Pythian  System.  The Company is attempting to obtain insurance which
would  cover risks associated with negligence or faulty medical advice, but such
insurance  may  not be available or may not be sufficient to cover all potential
risks.  Damage awards in medical malpractice suits can be very high, potentially
creating  a financial burden that the Company could not withstand if such a suit
were  successful  and  not  fully  covered  by  insurance.
                          THE COMPANY AND RECENT EVENTS
The  Company completed a private placement of 1,114,998 common shares at a price
of $0.40 per common share to certain investors in consideration of the repayment
of  certain  loans  made  by  these  investors  to the Company.  Those investors
included Bill Manolakos, Univalor, Jimmy Foussekis and Grimbsy Trading Ltd.  All
common  shares  are  restricted  securities  for the purposes of Rule 144 of the
Securities  Act  of  1933.
In  addition,  the  Company  issued  an  aggregate of 1,500,000 common shares to
employees  for  services  rendered  and 35,750 common shares to an individual in
consideration  of certain products and services sold to the Company.  All common
shares  are restricted securities for the purposes of Rule 144 of the Securities
Act  of  1933.
                                  THE OFFERING
The  Selling  Shareholders  acquired  the  Shares  pursuant  to  the  Employment
Agreements.  The  Shares offered by the Selling Shareholders may be offered from
time  to  time  at market prices prevailing at the time of sale or at negotiated
prices,  and without payment of any underwriting discounts or commissions except
for  usual  and  customary  selling commissions paid to brokers or dealers.  The
Company will not receive any proceeds from the sale of the Shares by the Selling
Shareholders.
                            SELLING SECURITY HOLDERS
The  following  table  identifies the Selling Shareholders and indicates (i) the
nature of any material relationship that such Selling Shareholders have had with
the  Company  for  the  past  three years, (ii) the number of Shares held by the
Selling  Shareholders,  (iii)  the  amount  to  be  offered  for  the  Selling
Shareholders'  accounts,  and  (iv)  the  number  of  shares  and  percentage of
outstanding  shares  of  the  common  shares in the capital of the Company to be
owned  by  the  Selling Shareholders after the sale of the Shares offered by the
Selling  Shareholders  pursuant  to this offering.  The Selling Shareholders are
not  obligated  to sell the Shares offered in this Prospectus and may choose not
to  sell  any  of  the  Shares  or  only a part of the Shares.  Commission rules
require  that  the Company assume that each Selling Shareholder sells all shares
offered  with  this  Prospectus.
Under  the  1934 Act, any person engaged in a distribution of the Shares offered
by  this  Prospectus  may  not simultaneously engage in market making activities
with  respect  to  the  common  shares  in the capital of the Company during the
applicable "cooling off" periods prior to the commencement of such distribution.
In  addition,  and without limiting the foregoing, each Selling Shareholder will
be  subject  to  applicable  provisions  of  the  1934  Act  and  the  rules and
regulations  thereunder,  including,  without  limitation, Rule 10B-6 and 10B-7,
which  provisions  may  limit the timing of purchases and sales of the Shares by
the  Selling  Shareholders.  As  of  February  25, 2000, there were 14, 858, 129
common  shares  in  the  capital  of  the  Company  issued  and  outstanding.
HARVEY  LALACH,  CHIEF  OPERATING  OFFICER
Shares  Beneficially  Owned  Prior  to  Offering:     512,000
Percentage:                                           3.4%
Shares  to  be  Sold:                                 500,000
Shares  Beneficially  Owned  After  Offering:          12,000
Percentage:                                             0.08%
JIMMY  FOUSSEKIS,  COMMUNICATIONS  REPRESENTATIVE
Shares  Beneficially  Owned  Prior  to  Offering:     500,000
Percentage:                                              3.4%
Shares  to  be  Sold:                                 500,000
Shares  Beneficially  Owned  After  Offering:               0
Percentage:                                                0%
                            DESCRIPTION OF SECURITIES
The  authorized  capital  of  the  Company includes: 50,000,000 shares of common
stock  with  par value of $0.001 of which 14,858,129 were issued and outstanding
at  February  25,  2000.  All  of  the  authorized shares of common stock of the
Company  are  of  the same class and, once issued, rank equally as to dividends,
voting  powers,  and  participation  in  assets.  Holders  of  common shares are
entitled  to  one  vote for each share held of record on all matters to be acted
upon  by the shareholders. Holders of common shares are entitled to receive such
dividends as may be declared from time to time by the Board of Directors, in its
discretion,  out  of  funds  legally  available  therefore.  Upon  liquidation,
dissolution  or winding up of the Company, holders of common shares are entitled
to  receive  pro rata the assets of Company, if any, remaining after payments of
all debts and liabilities.  No common shares have been issued subject to call or
assessment.  There are no pre-emptive or conversion rights and no provisions for
redemption  or  purchase  for  cancellation,  surrender,  or sinking or purchase
funds.
                     CERTIFICATE OF INCORPORATION AND BYLAWS
The  Company's  certificate of incorporation provides for the indemnification of
directors  and  officers for certain acts to the fullest extent permitted by the
Florida  Business  Corporations  Act.  Further,  the  Company's  bylaws  provide
authority for the Company to maintain a liability insurance policy which insures
directors  or  officers against any liability incurred by them in their capacity
as  such.
Insofar  as  indemnification  for  liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to  the foregoing provisions, or otherwise, the Company has been advised that in
the  opinion  of  the  SEC  such  indemnification  is  against  public policy as
expressed in the 1933 Act and is, therefore, unenforceable.  In the event that a
claim  for  indemnification  against such liabilities (other than the payment by
the  Company  of expenses incurred or paid by a director, officer or controlling
person  of  the  Company  in  the  successful  defence  of  any  action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion  of  its  counsel  the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  its  against public policy as expressed in the 1933 Act and
will  be  governed  by  the  final  adjudication  of  such  issue.
                                     EXPERTS
The  consolidated  financial  statements  of  the  Company  incorporated  in the
Prospectus  by  reference  from  the  Company's  Form 10-SB have been audited by
Councilor,  Buchanan  & Mitchell, P.C., independent auditors, as stated in their
report, which is incorporated herein by reference.  Such financial statements of
the  Company  have been so incorporated in reliance upon the report of such firm
given  upon  their  authority  as  experts  in  accounting  and  auditiing.
                                  LEGAL MATTERS
The legality of the common shares offered by this Prospectus will be passed upon
for  the  Company  and  the  Selling  Shareholders  by Clark, Wilson, Vancouver,
British  Columbia,  Canada.
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM  3          INCORPORATION  BY  REFERENCE
The  Company  hereby  incorporates by reference into this Registration Statement
the  following  documents,  previously  filed  with  the  Commission:
(a)     the  Company's  Form  10-QSB  for  the quarter ended September 30, 1999,
filed  December  3,  1999;
(b)     the  Company's  Form  8-K  filed  November  1,  1999;
(c)     the  Company's  Form  10-SB/A2  filed  October  19,  1999;
(d)     the  Company's  Form  10-SB/A1  filed  October  6,  1999;
(e)     the  Company's  Form  10-SB  filed  August  20,  1999;  and
(f)     the  description  of  the  Company's  common  shares as contained in the
Company's  Form  10-SB,  Form  10-SB/A1  and  From  10-SB/A2.
In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to Sections 13(a), 13(c) and 15(d) of the 1934 Act prior to the filing
of  a  post-effective  amendment  indicating  that all of the securities offered
hereunder  have been sold or deregistering all securities then remaining unsold,
shall  be  deemed to be incorporated by reference in this Registration Statement
and  to be part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated by reference in this Registration Statement
shall  be  deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed  document  that  is  also  incorporated  by  reference  herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except  as  so  modified  or  superseded,  to constitute a part of this
Registration  Statement.
ITEM  4          DESCRIPTION  OF  SECURITIES
Not  Applicable.
ITEM  5          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
Not  Applicable.
ITEM  6          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
The  Company's Articles provide that, to the fullest extent permitted by law, no
director  or officer of the Company shall be personally liable to the Company or
its  shareholders  for damages for breach of any duty owed to the Company or its
shareholders.  In  addition, the Company's Articles authorize the Company to, in
its  by-laws or in any resolution of its directors or shareholders, undertake to
indemnify  the  officers  and  directors  of  the  Company  against  any
contingency  or peril as may be determined in the best interests of the Company.
Further,  the  Company  is  authorized  by its Articles to purchase and maintain
insurance  for  the  benefit  of any person who is or was serving as a director,
officer,  employee  or  agent  of the Company or of any corporation of which the
Company is a shareholder, against any liability which may be incurred by him/her
in  that  capacity.  The  Company  maintains  liability  insurance  to cover its
directors and officers.  Such provisions do not eliminate the personal liability
of  the  Company's  directors and officers for monetary damages as a result of a
breach  of fiduciary duty or for any actions or omissions which were not done in
good  faith.
Under  section 607.0850 of the Florida Business Corporation Act, the Company has
the  power  to  indemnify:
(a)     any person who was or is a party to any proceeding (other than an action
by, or in the right of, the Company), by reason of the fact that he or she is or
was  a director, officer, employee, or agent of the Company or is or was serving
at  the  request  of  the  Company as a director, officer, employee, or agent of
another  corporation,  partnership,  joint  venture,  trust, or other enterprise
against  liability  incurred  in  connection with such proceeding, including any
appeal  thereof,  if  he  or  she  acted in good faith and in a manner he or she
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable  cause  to  believe  his  or  her  conduct  was  unlawful;  and
(b)     any  person,  who was or is a party to any proceeding by or in the right
of  the  Company to procure a judgement in its favour by reason of the fact that
the  person  is or was a director, officer, employee, or agent of the Company or
is  or  was  serving  at  the  request  of  the  Company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses and amounts paid in settlement not exceeding,
in  the judgement of the board of directors, the estimated expense of litigating
the  proceeding  to  conclusion,  actually and reasonably incurred in connection
with the defense or settlement of such proceeding, including any appeal thereof,
if  he  or she acted in good faith and in a manner he or she reasonably believed
to  be  in, or not opposed to, the best interests of the Company, except that no
indemnification  shall  be  made in respect of any claim, issue, or matter as to
which  such person shall have been adjudged to be liable unless, and only to the
extent  that, the court in which such proceeding was brought, or any other court
of  competent  jurisdiction,  shall determine upon application that, despite the
adjudication  of  liability  but  in view of all circumstances of the case, such
person  is  fairly  and reasonably entitled to indemnity for such expenses which
such  court  shall  deem  proper.
To  the  extent  that a director, officer, employee, or agent of the Company has
been successful on the merits or otherwise in defense of any proceeding referred
to  in  (a)  or (b) above, or in defense of any claim, issue, or matter therein,
the  Company  is  required to indemnify him or her against expenses actually and
reasonably  incurred  by  him  or  her  in connection with such proceeding.  Any
indemnification  under (a) or (b) above, unless pursuant to a determination by a
court,  shall  be  made  by  the  Company  only  as  authorized  by its Board of
Directors.
Regardless  of under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, indemnification or advancement of expenses shall not be
made  to or on behalf of any director, officer, employee, or agent if a judgment
or other final adjudication establishes that his or her actions, or omissions to
act,  were  material  to  the  cause  of  action  so adjudicated and constitute:
(a)     a violation of the criminal law, unless the director, officer, employee,
or agent had reasonable cause to believe his or her conduct was lawful or had no
reasonable  cause  to  believe  his  or  her  conduct  was  unlawful;
(b)     a  transaction  from  which  the  director,  officer, employee, or agent
derived  an  improper  personal  benefit;  or
(c)     wilful misconduct or a conscious disregard for the best interests of the
Company  in a proceeding by or in the right of the Company to procure a judgment
in  its  favour  or  in  a  proceeding  by  or  in  the  right of a shareholder.
ITEM  7          EXEMPTION  FROM  REGISTRATION  CLAIMED
The 1,000,000 shares registered under this Registration Statement were issued to
the  Employees  pursuant  to the exemption from the registration requirements of
the  1933  Act  provided  by  Regulation  S  promulgated  under  the  1934  Act.
ITEM  8          EXHIBITS
Number     Description
------     -----------
4.1     Employment  Agreement,  dated  November 1, 1999, between the Company and
Harvey  Lalach
4.2     Employment  Agreement,  dated  November 1, 1999, between the Company and
Jimmy  Foussekis
5.1     Opinion  of  Clark  Wilson,  Barristers  &  Solicitors
23.1     Consents  of  Clark,  Wilson  (included  in  Exhibit  5.1)
ITEM  9     UNDERTAKINGS
(a)     The  Company  hereby  undertakes:
(1)     to  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement  of  any material change to such information in the
Registration  Statement;
(2)     for  the  purpose  of  determining  any liability under the 1933 Act, to
treat  each such post-effective amendment as a new registration statement of the
securities  offered,  and  the offering of the securities at that time to be the
initial  bona  fide  offering;  and
(3)     to  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b)     The  Company hereby undertakes that, for the purposes of determining any
liability  under  the  1933  Act,  each  filing  of  the Company's annual report
pursuant  to  Section  13(a)  or  15(d)  of the 1934 Act that is incorporated by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
(c)     Insofar  as  indemnification  for liabilities arising under the 1933 Act
may  be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses incurred or paid
by  a  director,  officer or controlling person of the Company is the successful
defence of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person  in connection with the securities being registered, the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit  to  a court of appropriate jurisdiction the
question  of  whether  such  indemnification  by  it is against public policy as
expressed  in  the  Act  and  will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant  to the requirements of the 1933 Act, the Company certifies that it has
reasonable  grounds  to believe that it meets all of the requirements for filing
on  Form S-8 and has duly caused this Registration Statement to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the City of Vancouver,
Province  of  British  Columbia,  this  23  day  of  March,  2000.

GLOBALNETCARE,  INC.
By:
/A/ Patrick Power
Patrick  Power,
President  and  Director

Pursuant  to  the  requirements of the 1933 Act, this Registration Statement has
been  signed  by  the  following  persons  in  the  capacities  and on the dates
indicated.
SIGNATURES

Per: /s/ Patrick Power
     Patrick  Power
     President/Secretary/Director
     March  23,  2000

Per: /s/ Nick Pedafronimos
     Nick  Pedafronomis
     Chief  Financial  Officer/Treasurer/Director
     March  23,  2000

Per: /s/ George Tsoukas
     George  Tsoukas
     Chief  Executive  Officer/Director
     March  23,  2000

Per: /s/ David Mulder
     David  Mulder
     Director
     March  23,  2000
Authorized  Representative  in  the  United  States:

Per:
     Corporation  Service  Company
     Registered  Agent
     March  ,  2000