<PAGE>


===============================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        GENSCI REGENERATION SCIENCES INC.
             (Exact name of registrant as specified in its charter)

     PROVINCE OF BRITISH COLUMBIA, CANADA                NOT APPLICABLE
       (State or other jurisdiction                    (I.R.S. Employer
      of incorporation or organization)               Identification No.)

            1000 - 1235 BAY STREET, TORONTO, ONTARIO, CANADA M5R 3K4
               (Address of Principal Executive Offices) (Zip Code)

                     AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of the plan)

                                 DOUGLASS WATSON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        GENSCI REGENERATION SCIENCES INC.
            1000 - 1235 BAY STREET, TORONTO, ONTARIO, CANADA M5R 3K4
                     (Name and address of agent for service)

                                 (416) 934-5035
          (Telephone number, including area code, of agent for service)

                          COPIES OF COMMUNICATIONS TO:

                                 J. BRAD WIGGINS
                                MILLER & HOLGUIN
                        1801 CENTURY PARK EAST, 7TH FLOOR
                          LOS ANGELES, CALIFORNIA 90067

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
                                                   Proposed Maximum       Proposed Maximum
Title of Each Class of       Amount To Be              Offering          Aggregate Offering      Amount of Registration Fee
      Securities              Registered          Price Per Share(4)          Price(4)
  To Be Registered(1)
<S>                              <C>                     <C>                    <C>                           <C>
===============================================================================================================================
 Common Shares subject
to outstanding options       4,698,750 shares (5)   $ 0.2864508(2)           $1,345,960.70                     $ 108.89

    Common Shares,
     not subject to            601,250 shares (6)   $0.51561144(3)           $  310,011.38                     $  25.08
  outstanding options

             TOTAL:          5,300,000 SHARES (7)                            $1,655,972.08                     $ 133.97
===============================================================================================================================
</TABLE>

(1)  Common  Shares with no par value,  offered by the  Company  pursuant to the
     Amended and Restated Stock Option Plan described herein (the "Plan").
(2)  Calculated  in  accordance  with Rule 457(h)  based on the actual  exercise
     price of options  previously  granted under the Plan and  outstanding as of
     the date of the filing of this registration statement.
(3)  The  proposed  maximum  offering  price  per share  was  estimated  and the
     registration  fee was  calculated  in  accordance  with Rule 457(c) and (h)
     based on the average high and low prices for the Registrant's Common Shares
     on July 24, 2003, as quoted on the Toronto Stock Exchange.
(4)  Proposed maximum  offering prices per share and proposed maximum  aggregate
     offering  prices have been  converted  into U.S.  Dollars using an exchange
     rate of 0.716127 U.S. dollars for each Canadian dollar, based upon the noon
     rate of exchange on July 24, 2003 as reported by the United States  Federal
     Reserve Bank of New York.
(5)  Issuable  upon  exercise of options  previously  granted under the Plan and
     outstanding on the date of the filing of this registration statement.
(6)  Issuable  upon exercise of options that have not yet been granted under the
     Plan.
(7)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     Registration  Statement also covers an  indeterminate  number of additional
     options  and  Common  Shares  that may  become  issuable  by  virtue of the
     anti-dilution adjustment provisions of the Plan.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by GenSci  Regeneration  Sciences Inc., a
corporation  organized  under the laws of the Province of British  Columbia (the
"Registrant" or the "Company"), with the Securities and Exchange Commission (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this  registration  statement:

         (a)      The Registrant's Annual Report on Form 20-F (File No. 0-25322)
                  for the year ended  December 31, 2002 (the  "Annual  Report"),
                  filed with the Commission on May 21, 2003;

         (b)      Each of the Registrant's reports of foreign issuer on Form 6-K
                  filed with the Commission on February 24, 2003, March 4, 2003,
                  April  22,  2003,  May 21,  2003 (two  reports),  June 3, 2003
                  (three reports), June 25, 2003, and July 25, 2003; and

         (c)      The description of the Registrant's Common Shares contained in
                  the Registrant's Registration Statement filed under Section 12
                  of the Exchange  Act,  including any amendment or report filed
                  for the purpose of updating such description.

The  Registrant's  reports  on Form  6-K  filed  with  the  Commission  includes
disclosure  regarding subsequent events which should be read in conjunction with
the  Registrant's  audited  financial  statements  contained in the Registrant's
annual report on Form 20-F for the year ended December 31, 2002.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof  from the date of filing of such  documents.  For the  purposes of
this  Registration  Statement,  any  statement  in a  document  incorporated  by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
statement  contained in this  Registration  Statement  modifies or  supersedes a
statement in such document. 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  laws  of  British  Columbia  and  the  Company's  Articles  permit
indemnification of its directors and officers against certain liabilities, which
would include  liabilities  arising under the Securities Act of 1933, as amended
(the "Securities Act").

         Section 128 of the Company Act (British Columbia) provides as follows:

                                      II-1
<PAGE>

         INDEMNIFICATION

         128(1)   A company,  with the  approval of the court,  may  indemnify a
                  person who is a director or former  director of the company or
                  is a director or former director of a corporation of which the
                  company is or was a  shareholder,  and the person's  heirs and
                  personal  representatives,  against  all  costs,  charges  and
                  expenses,  including  an  amount  paid to  settle an action or
                  satisfy a judgment,  actually and  reasonably  incurred by the
                  person,  including  an  amount  paid to  settle  an  action or
                  satisfy a  judgment  in a civil,  criminal  or  administrative
                  action  or  proceeding  to which  the  person  is made a party
                  because  of being or  having  been a  director,  including  an
                  action brought by the company or corporation, if:

                           (a)      the person acted  honestly and in good faith
                                    with a view  to the  best  interests  of the
                                    corporation  of which the person is or was a
                                    director; and

                           (b)      in the case of a criminal or  administrative
                                    action  or   proceeding,   the   person  had
                                    reasonable  grounds for  believing  that the
                                    person's conduct was lawful.

                  (2) The court,  on the  application of a company,  director or
                  former  director,  may make an order  approving  an  indemnity
                  under this  section,  and the court may make any further order
                  it considers appropriate.

                  (3) On an application under subsection (2) the court may order
                  notice to be given to any interested person.

                  (4) A company may  purchase  and  maintain  insurance  for the
                  benefit of a person  referred to in this  section  against any
                  liability incurred by him as a director or officer.

                  (5)  Subsections  (1) and (3)  apply  to  officers  or  former
                  officers of a company or of a corporation of which the company
                  is or was a shareholder."

         For the purposes of Section  128,  "court"  means the Supreme  Court of
British Columbia.

         The Articles of the Company provide that,  subject to the provisions of
the Company Act, the  Directors  shall cause the Company to indemnify a Director
or former  Director of the Company  and the  Directors  may cause the Company to
indemnify a director or former director of a corporation of which the Company is
or was a  shareholder  and the heirs and  personal  representatives  of any such
person  against all costs,  charges and  expenses,  including  an amount paid to
settle an action or satisfy a judgment,  actually and reasonably incurred by him
or them  including an amount paid to settle an action or satisfy a judgment in a
civil,  criminal or  administrative  action or proceeding to which he is or they
are made a party by reason of his being or having been a Director of the Company
or a director of such  corporation,  including any action brought by the Company
or any such corporation.

         The  Articles  of the  Company  further  provide  that,  subject to the
provisions  of the Company Act, the Directors may cause the Company to indemnify
any officer,  employee or agent of the Company or of a corporation  of which the
Company is or was a shareholder (notwithstanding that he is also a Director) and
his heirs and personal  representatives  against all costs, charges and expenses
whatsoever  incurred by him or them and resulting from his acting as an officer,
employee or agent of the Company or such corporation.  In addition,  the Company
shall  indemnify the  Secretary or an Assistant  Secretary of the Company (if he
shall not be a full time employee of the Company and notwithstanding  that he is
also a Director) and his respective heirs and legal representatives  against all
costs,  charges and expenses  whatsoever incurred by him or them and arising out
of the functions assigned to the Secretary by the Company Act or these Articles.


                                      II-2
<PAGE>

         The  Articles of the Company  further  provide that the  Directors  may
cause the  Company to purchase  and  maintain  insurance  for the benefit of any
person (and his or her heirs or personal  representatives) who is or was serving
as a Director,  officer,  employee or agent of the Company or of any corporation
of which the Company is or was a shareholder  against any liability  incurred by
such person acting as such director, officer, employee or agent.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

         Number                     Description

         4.1      Amended and Restated Stock Option Plan.

         5.1      Opinion of McCullough O'Connor Irwin.

         23.1     Consent of Ernst & Young LLP, Chartered Accountants.

         23.2     Consent of McCullough  O'Connor Irwin (included in the Opinion
                  filed as Exhibit 5.1).

         24.1     Power of Attorney (included on the signature page).

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.


                                      II-3
<PAGE>

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the  registration  statement is on Form S-3 or Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment 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; 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 undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant 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 it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Irvine California., on the 25th day of July,
2003.


                                           GENSCI REGENERATION SCIENCES INC.


                                         By:       /s/ Douglass Watson
                                            ---------------------------------
                                                       Douglass Watson
                                         President and Chief Executive Officer



                                POWER OF ATTORNEY

         We, the  undersigned  directors  and  officers  of GenSci  Regeneration
Sciences Inc., do hereby make,  constitute and appoint  Douglass  Watson,  James
Trotman,  M.D. and Peter Ludlum, and each of them acting individually,  our true
and lawful attorneys-in-fact and agents, with power to act without any other and
with full power of  substitution,  to do any and all acts and things in our name
and behalf in our  capacities  as directors  and  officers,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
or any  related  Registration  Statement  that is to be  effective  upon  filing
pursuant to Rule 462(b) under the  Securities  Act of 1933,  as amended,  and to
file the  same,  with  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents,  or his or her  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
                 Signature                                         Title                              Date
                 ---------                                         -----                              ----
<S>                   <C>                                           <C>                               <C>

                                                               President,
                                                        Chief Executive Officer
 /s/ Douglass Watson                                 (Principal Executive Officer)                 July 25, 2003
--------------------------------------------
              Douglass Watson                                 and Director
                                                       (Authorized Representative
                                                         in the United States)

                                                         Chairman of the Board,
/s/ James S. Trotman                                 (Principal Executive Officer)                 July 25, 2003
--------------------------------------------
          James S. Trotman, M.D.                              and Director


                                                        Chief Financial Officer
/s/ Peter Ludlum                                        (Principal Financial and                   July 25, 2003
---------------------------------------
               Peter Ludlum                               Accounting Officer)

</TABLE>

<PAGE>





<TABLE>
<CAPTION>
<S>                                                               <C>                                   <C>


/s/ Robert Bechard                                              Director                           July 25, 2003
---------------------------------------
            Robert Bechard




/s/ Frank Clark                                                 Director                           July 25, 2003
---------------------------------------
            Frank M. Clark




/s/ Darrell Eliott                                              Director                           July 25, 2003
---------------------------------------
              Darrell Elliott




/s/ Daniel Kollin                                               Director                           July 25, 2003
---------------------------------------
               Daniel Kollin




/s/ Clifford Nordal                                             Director                           July 25, 2003
--------------------------------------------
          Clifford A. Nordal


</TABLE>





<PAGE>





                                  EXHIBIT INDEX

       Exhibit
       Number                      Description
       ------                      -----------

         4.1      Amended and Restated Stock Option Plan.

         5.1      Opinion of McCullough O'Connor Irwin.

         23.1     Consent of Ernst & Young LLP, Chartered Accountants.

         23.2     Consent of McCullough  O'Connor Irwin (included in the Opinion
                  filed as Exhibit 5.1).

         24.1     Power of Attorney (included on the signature page).



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 23149}]
{"company-data": {"conformed-name": "GENSCI REGENERATION SCIENCES INC", "cik": "0000934801", "assigned-sic": "2834", "irs-number": "000000000", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107540", "film-number": "03815670"}, "business-address": {"street1": "650 WEST GEORGIA ST", "street2": "STE 2250", "city": "VANCOUVER B C CANADA", "state": "A1", "zip": "00000", "phone": "6046838330"}, "former-company": {"former-conformed-name": "BIOCOLL MEDICAL CORP", "date-changed": "19980709"}}
===============================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        GENSCI REGENERATION SCIENCES INC.
             (Exact name of registrant as specified in its charter)

     PROVINCE OF BRITISH COLUMBIA, CANADA                NOT APPLICABLE
       (State or other jurisdiction                    (I.R.S. Employer
      of incorporation or organization)               Identification No.)

            1000 - 1235 BAY STREET, TORONTO, ONTARIO, CANADA M5R 3K4
               (Address of Principal Executive Offices) (Zip Code)

                     AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of the plan)

                                 DOUGLASS WATSON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        GENSCI REGENERATION SCIENCES INC.
            1000 - 1235 BAY STREET, TORONTO, ONTARIO, CANADA M5R 3K4
                     (Name and address of agent for service)

                                 (416) 934-5035
          (Telephone number, including area code, of agent for service)

                          COPIES OF COMMUNICATIONS TO:

                                 J. BRAD WIGGINS
                                MILLER & HOLGUIN
                        1801 CENTURY PARK EAST, 7TH FLOOR
                          LOS ANGELES, CALIFORNIA 90067

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                   Proposed Maximum       Proposed Maximum
Title of Each Class of       Amount To Be              Offering          Aggregate Offering      Amount of Registration Fee
      Securities              Registered          Price Per Share(4)          Price(4)
  To Be Registered(1)
===============================================================================================================================
 Common Shares subject
to outstanding options       4,698,750 shares (5)   $ 0.2864508(2)           $1,345,960.70                     $ 108.89

    Common Shares,
     not subject to            601,250 shares (6)   $0.51561144(3)           $  310,011.38                     $  25.08
  outstanding options

             TOTAL:          5,300,000 SHARES (7)                            $1,655,972.08                     $ 133.97
===============================================================================================================================
(1)  Common  Shares with no par value,  offered by the  Company  pursuant to the
     Amended and Restated Stock Option Plan described herein (the "Plan").
(2)  Calculated  in  accordance  with Rule 457(h)  based on the actual  exercise
     price of options  previously  granted under the Plan and  outstanding as of
     the date of the filing of this registration statement.
(3)  The  proposed  maximum  offering  price  per share  was  estimated  and the
     registration  fee was  calculated  in  accordance  with Rule 457(c) and (h)
     based on the average high and low prices for the Registrant's Common Shares
     on July 24, 2003, as quoted on the Toronto Stock Exchange.
(4)  Proposed maximum  offering prices per share and proposed maximum  aggregate
     offering  prices have been  converted  into U.S.  Dollars using an exchange
     rate of 0.716127 U.S. dollars for each Canadian dollar, based upon the noon
     rate of exchange on July 24, 2003 as reported by the United States  Federal
     Reserve Bank of New York.
(5)  Issuable  upon  exercise of options  previously  granted under the Plan and
     outstanding on the date of the filing of this registration statement.
(6)  Issuable  upon exercise of options that have not yet been granted under the
     Plan.
(7)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     Registration  Statement also covers an  indeterminate  number of additional
     options  and  Common  Shares  that may  become  issuable  by  virtue of the
     anti-dilution adjustment provisions of the Plan.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by GenSci  Regeneration  Sciences Inc., a
corporation  organized  under the laws of the Province of British  Columbia (the
"Registrant" or the "Company"), with the Securities and Exchange Commission (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this  registration  statement:

         (a)      The Registrant's Annual Report on Form 20-F (File No. 0-25322)
                  for the year ended  December 31, 2002 (the  "Annual  Report"),
                  filed with the Commission on May 21, 2003;

         (b)      Each of the Registrant's reports of foreign issuer on Form 6-K
                  filed with the Commission on February 24, 2003, March 4, 2003,
                  April  22,  2003,  May 21,  2003 (two  reports),  June 3, 2003
                  (three reports), June 25, 2003, and July 25, 2003; and

         (c)      The description of the Registrant's Common Shares contained in
                  the Registrant's Registration Statement filed under Section 12
                  of the Exchange  Act,  including any amendment or report filed
                  for the purpose of updating such description.

The  Registrant's  reports  on Form  6-K  filed  with  the  Commission  includes
disclosure  regarding subsequent events which should be read in conjunction with
the  Registrant's  audited  financial  statements  contained in the Registrant's
annual report on Form 20-F for the year ended December 31, 2002.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof  from the date of filing of such  documents.  For the  purposes of
this  Registration  Statement,  any  statement  in a  document  incorporated  by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
statement  contained in this  Registration  Statement  modifies or  supersedes a
statement in such document. 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  laws  of  British  Columbia  and  the  Company's  Articles  permit
indemnification of its directors and officers against certain liabilities, which
would include  liabilities  arising under the Securities Act of 1933, as amended
(the "Securities Act").

         Section 128 of the Company Act (British Columbia) provides as follows:

                                      II-1
INDEMNIFICATION

         128(1)   A company,  with the  approval of the court,  may  indemnify a
                  person who is a director or former  director of the company or
                  is a director or former director of a corporation of which the
                  company is or was a  shareholder,  and the person's  heirs and
                  personal  representatives,  against  all  costs,  charges  and
                  expenses,  including  an  amount  paid to  settle an action or
                  satisfy a judgment,  actually and  reasonably  incurred by the
                  person,  including  an  amount  paid to  settle  an  action or
                  satisfy a  judgment  in a civil,  criminal  or  administrative
                  action  or  proceeding  to which  the  person  is made a party
                  because  of being or  having  been a  director,  including  an
                  action brought by the company or corporation, if:

                           (a)      the person acted  honestly and in good faith
                                    with a view  to the  best  interests  of the
                                    corporation  of which the person is or was a
                                    director; and

                           (b)      in the case of a criminal or  administrative
                                    action  or   proceeding,   the   person  had
                                    reasonable  grounds for  believing  that the
                                    person's conduct was lawful.

                  (2) The court,  on the  application of a company,  director or
                  former  director,  may make an order  approving  an  indemnity
                  under this  section,  and the court may make any further order
                  it considers appropriate.

                  (3) On an application under subsection (2) the court may order
                  notice to be given to any interested person.

                  (4) A company may  purchase  and  maintain  insurance  for the
                  benefit of a person  referred to in this  section  against any
                  liability incurred by him as a director or officer.

                  (5)  Subsections  (1) and (3)  apply  to  officers  or  former
                  officers of a company or of a corporation of which the company
                  is or was a shareholder."

         For the purposes of Section  128,  "court"  means the Supreme  Court of
British Columbia.

         The Articles of the Company provide that,  subject to the provisions of
the Company Act, the  Directors  shall cause the Company to indemnify a Director
or former  Director of the Company  and the  Directors  may cause the Company to
indemnify a director or former director of a corporation of which the Company is
or was a  shareholder  and the heirs and  personal  representatives  of any such
person  against all costs,  charges and  expenses,  including  an amount paid to
settle an action or satisfy a judgment,  actually and reasonably incurred by him
or them  including an amount paid to settle an action or satisfy a judgment in a
civil,  criminal or  administrative  action or proceeding to which he is or they
are made a party by reason of his being or having been a Director of the Company
or a director of such  corporation,  including any action brought by the Company
or any such corporation.

         The  Articles  of the  Company  further  provide  that,  subject to the
provisions  of the Company Act, the Directors may cause the Company to indemnify
any officer,  employee or agent of the Company or of a corporation  of which the
Company is or was a shareholder (notwithstanding that he is also a Director) and
his heirs and personal  representatives  against all costs, charges and expenses
whatsoever  incurred by him or them and resulting from his acting as an officer,
employee or agent of the Company or such corporation.  In addition,  the Company
shall  indemnify the  Secretary or an Assistant  Secretary of the Company (if he
shall not be a full time employee of the Company and notwithstanding  that he is
also a Director) and his respective heirs and legal representatives  against all
costs,  charges and expenses  whatsoever incurred by him or them and arising out
of the functions assigned to the Secretary by the Company Act or these Articles.

                                      II-2
The  Articles of the Company  further  provide that the  Directors  may
cause the  Company to purchase  and  maintain  insurance  for the benefit of any
person (and his or her heirs or personal  representatives) who is or was serving
as a Director,  officer,  employee or agent of the Company or of any corporation
of which the Company is or was a shareholder  against any liability  incurred by
such person acting as such director, officer, employee or agent.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

         Number                     Description

         4.1      Amended and Restated Stock Option Plan.

         5.1      Opinion of McCullough O'Connor Irwin.

         23.1     Consent of Ernst & Young LLP, Chartered Accountants.

         23.2     Consent of McCullough  O'Connor Irwin (included in the Opinion
                  filed as Exhibit 5.1).

         24.1     Power of Attorney (included on the signature page).

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

                                      II-3
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the  registration  statement is on Form S-3 or Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment 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; 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 undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant 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 it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Irvine California., on the 25th day of July,
2003.

                                           GENSCI REGENERATION SCIENCES INC.

                                         By:       /s/ Douglass Watson
                                            ---------------------------------
                                                       Douglass Watson
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  directors  and  officers  of GenSci  Regeneration
Sciences Inc., do hereby make,  constitute and appoint  Douglass  Watson,  James
Trotman,  M.D. and Peter Ludlum, and each of them acting individually,  our true
and lawful attorneys-in-fact and agents, with power to act without any other and
with full power of  substitution,  to do any and all acts and things in our name
and behalf in our  capacities  as directors  and  officers,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
or any  related  Registration  Statement  that is to be  effective  upon  filing
pursuant to Rule 462(b) under the  Securities  Act of 1933,  as amended,  and to
file the  same,  with  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the premises,  as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents,  or his or her  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                                         Title                              Date
                 ---------                                         -----                              ----
President,
                                                        Chief Executive Officer
 /s/ Douglass Watson                                 (Principal Executive Officer)                 July 25, 2003
--------------------------------------------
              Douglass Watson                                 and Director
                                                       (Authorized Representative
                                                         in the United States)

                                                         Chairman of the Board,
/s/ James S. Trotman                                 (Principal Executive Officer)                 July 25, 2003
--------------------------------------------
          James S. Trotman, M.D.                              and Director

                                                        Chief Financial Officer
/s/ Peter Ludlum                                        (Principal Financial and                   July 25, 2003
---------------------------------------
               Peter Ludlum                               Accounting Officer)
/s/ Robert Bechard                                              Director                           July 25, 2003
---------------------------------------
            Robert Bechard

/s/ Frank Clark                                                 Director                           July 25, 2003
---------------------------------------
            Frank M. Clark

/s/ Darrell Eliott                                              Director                           July 25, 2003
---------------------------------------
              Darrell Elliott

/s/ Daniel Kollin                                               Director                           July 25, 2003
---------------------------------------
               Daniel Kollin

/s/ Clifford Nordal                                             Director                           July 25, 2003
--------------------------------------------
          Clifford A. Nordal
EXHIBIT INDEX

       Exhibit
       Number                      Description
       ------                      -----------

         4.1      Amended and Restated Stock Option Plan.

         5.1      Opinion of McCullough O'Connor Irwin.

         23.1     Consent of Ernst & Young LLP, Chartered Accountants.

         23.2     Consent of McCullough  O'Connor Irwin (included in the Opinion
                  filed as Exhibit 5.1).

         24.1     Power of Attorney (included on the signature page).