SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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

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

           53 Yonge Street, 3rd Floor
            Toronto, Ontario, Canada                           M5E 1J3
            ------------------------                           -------
    (Address of principal executive offices)                 (Zip Code)


                       2003 Employee Equity Incentive Plan
                       -----------------------------------
                            (Full title of the plan)

                                  Raghu Kilambi
                           53 Yonge Street, 3rd Floor
                        Toronto, Ontario, Canada M5E 1JE

                     (Name and address of agent for service)

                                 (416) 483-0663
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
                                               Proposed maximum      Proposed maximum
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of
   to be registered        registered(1)           share(2)              price(2)         registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>                     <C>                <C>                    <C>
Common Stock                 4,500,000               $0.27              $1,215,000             $98.29
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on November 26, 2003, as reported on the OTC Electronic Bulletin Board.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
registration statement:

         (a) The Annual  Report for the fiscal  year ended  December  31,  2002,
filed by the  registrant  with  the  Securities  and  Exchange  Commission  (the
"Commission")   on  Form  10KSB  on  April  25,  2003,  which  contains  audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

         (b) The Quarterly  Report for the quarter ended March 31, 2003 filed on
Form 10QSB on May 20, 2003.

         (c) The  Quarterly  Report for the quarter ended June 30, 2003 filed on
Form 10QSB on August 20, 2003.

         (d) The Quarterly Report for the quarter ended September 30, 2003 filed
on Form 10QSB on November 17, 2003.

         (e) The Company's Current Reports filed on Form 8-K on May 19, 2003 and
July 3, 2003, respectively.


         (f) The description of the registrant's common stock, which is included
in the registration  statement on Form S-8, file no.  333-87513,  filed with the
Commission on September 21, 1999.

         (g) In addition,  all documents  subsequently  filed by the  registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

         Richardson  & Patel LLP has given an  opinion  on the  validity  of the
securities being registered hereunder.

Item 6. Indemnification of Directors and Officers.


a) Section 145 of the Delaware General Corporation Law provides that:

ss.145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE



                                       2
<PAGE>


         (1) A  corporation  shall have power to indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with such actions suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (2) A  corporation  shall have power to indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer, employee or agent of the corporation,  is or was serving at the request
of the  corporation  as a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  corporation and 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 to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such other court shall deem proper.

         (3) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.



                                       3
<PAGE>

         (4) Any  indemnification  under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation  only as authorized in the specific
case  upon  a  determination  that  indemnification  of the  director,  officer,
employee  or  agent  is  proper  in the  circumstances  because  he has  met the
applicable  standard  of  conduct  set forth in  subsections  (a) and (b).  Such
determination  shall be made (1) by a majority vote of the directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(2) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion, or (3) by the stockholders.

         (5)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in defending  any civil,  criminal,  administrative,  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  Section.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         (6) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (7) A  corporation  shall  have the  power  to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under the provisions of this section.

         (8) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under the  provisions of this Section with respect to the resulting or
surviving  corporation  as he  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.


                                       4
<PAGE>

         (9) For purposes of this  Section,  references  to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee  benefit  plan,  its   participants,   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
Section.

         (10) The  indemnification  and advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (11) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).  (As amended by Ch. 186, Laws of 1967,  Ch. 421,  Laws of 1970,  Ch. 437,
Laws of 1974,  Ch. 25, Laws of 198 1, Ch. 11 2, Laws of 1983,  Ch. 289,  Laws of
1986, Ch. 376, Laws of 1990, and Ch. 26 1, Laws of 1994.)

         (b) Section 102 of the Delaware  General  Corporation  Law includes the
following provisions:

ss. 102. CERTIFICATE OF INCORPORATION; CONTENTS

         (1) The certificate of incorporation shall set forth:

         (2) In  addition  to  the  matters  required  to be  set  forth  in the
certificate of  incorporation  by subsection (a) of this section the certificate
of incorporation may also contain any or all of the following matters:

                   (vii)  A  provision  eliminating  or  limiting  the  personal
         liability  of a director to the  corporation  or its  stockholders  for
         monetary  damages for breach of fiduciary duty as a director,  provided

<PAGE>

         that such  provision  shall not  eliminate or limit the  liability of a
         director  (i) for any breach of the  director's  duty of loyalty to the
         corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under section 174 of this Title, or (iv) for any transaction
         from which the director derived an improper personal  benefit.  No such
         provision  shall eliminate or limit the liability of a director for any
         act or omission occurring prior to the date when such provision becomes
         effective. All references in this paragraph to a director shall also be
         deemed to refer (x) to a member of the governing  body of a corporation
         which is not  authorized  to issue  capital stock and (y) to such other
         person  or  persons,  if  any,  who,  pursuant  to a  provision  of the
         certificate of  incorporation  in accordance with subsection (a) of ss.
         141 of this  title,  exercise  or  perform  any of the powers or duties
         otherwise  conferred  or imposed  upon the board of  directors  by this
         title.

         (c) Article Nine of Registrant's Certificate of Incorporation provides:

                  No  director  of  this  corporation  shall  be  liable  to the
         corporation  for monetary  damages for an act or omission  occurring in
         the  director's  capacity  as a  director,  except  to the  extent  the
         statutes  of  the  State  of  Delaware   expressly  provided  that  the
         director's  liability may not be  eliminated or limited.  Any repeal or
         amendment of this  paragraph that increases the liability of a director
         shall  be  prospective   only,  and  shall  not  adversely  affect  any
         limitation on the personal  liability of a director of the  corporation
         existing at the time of such repeal or amendments.


Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

         5.       Opinion regarding legality

         23.1     Consent of Russell Bedford Stefanou Mirchandani, LLP

         23.2     Consent of Richardson & Patel LLP (included in Exhibit 5)

         99.1     2003 Employee Equity Incentive Plan


Item 9. Undertakings.

         (a) The undersigned  registrant  hereby  undertakes to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration statement (1) to include any material information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  registration


                                       5
<PAGE>


statement  or any  material  change  to  such  information  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.

         (c)  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.




                                       6
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  Toronto,  Ontario,  Canada,  on this  30th  day of
October, 2003.

                            SWISS MEDICA, INC.
                            A Delaware Corporation


                            /s/ Raghu Kilambi
                            ------------------------------------------
                            By: Raghu Kilambi
                            Its: Chief Executive Officer

         Pursuant to the  requirements  of the Securities Act of 1933, this Form
S-8  registration  statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:


Dated:  October 30, 2003            /s/ Raghu Kilambi
                                    ---------------------------
                                    Raghu Kilambi, Chairman


Dated:  October 30, 2003            /s/ Grant Johnson
                                    ---------------------------
                                    Grant Johnson, Director


Dated:  October 30, 2003            /s/ Greg Nuttall
                                    ---------------------------
                                     Greg Nuttall, Director


Dated:  October 30, 2003            /s/ Bryson Farrill
                                    ------------------------------------
                                    Bryson Farrill, Director


Dated:  October 30, 2003            /s/ Ronald F. Springer
                                    ------------------------------------
                                    Ronald F. Springer, Director



                                       7
<PAGE>

                                INDEX TO EXHIBITS

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

         5.       Opinion regarding legality

         23.1     Consent of Russell Bedford Stefano Mirchandi, LLP

         23.2     Consent of Richardson & Patel LLP (included in Exhibit 5)

         99.1     2003 Employee Equity Incentive Plan





                                       8
[{"type": "S-8", "sequence": "1", "filename": "forms_8.txt", "secsgml_size_bytes": 22559}]
{"company-data": {"conformed-name": "SWISS MEDICA INC", "cik": "0000318245", "assigned-sic": "3841", "irs-number": "980355519", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110840", "film-number": "031028494"}, "business-address": {"street1": "53 YONGE STREET, 3RD FLOOR", "street2": "TORONTO", "city": "ONTARIO, CANADA", "state": "A1", "zip": "M5E 1J3", "phone": "416-657-4134"}, "mail-address": {"street1": "53 YONGE STREET, 3RD FLOOR", "street2": "TORONTO", "city": "ONTARIO, CANADA", "state": "A1", "zip": "M5E 1J3"}, "former-company": [{"former-conformed-name": "SWISS MEDIA INC", "date-changed": "20030702"}, {"former-conformed-name": "GLOBAL PATH INC", "date-changed": "20010814"}, {"former-conformed-name": "YOURNET INC/", "date-changed": "19991108"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

           53 Yonge Street, 3rd Floor
            Toronto, Ontario, Canada                           M5E 1J3
            ------------------------                           -------
    (Address of principal executive offices)                 (Zip Code)

                       2003 Employee Equity Incentive Plan
                       -----------------------------------
                            (Full title of the plan)

                                  Raghu Kilambi
                           53 Yonge Street, 3rd Floor
                        Toronto, Ontario, Canada M5E 1JE

                     (Name and address of agent for service)

                                 (416) 483-0663
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
                                               Proposed maximum      Proposed maximum
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of
   to be registered        registered(1)           share(2)              price(2)         registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 4,500,000               $0.27              $1,215,000             $98.29
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on November 26, 2003, as reported on the OTC Electronic Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
registration statement:

         (a) The Annual  Report for the fiscal  year ended  December  31,  2002,
filed by the  registrant  with  the  Securities  and  Exchange  Commission  (the
"Commission")   on  Form  10KSB  on  April  25,  2003,  which  contains  audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

         (b) The Quarterly  Report for the quarter ended March 31, 2003 filed on
Form 10QSB on May 20, 2003.

         (c) The  Quarterly  Report for the quarter ended June 30, 2003 filed on
Form 10QSB on August 20, 2003.

         (d) The Quarterly Report for the quarter ended September 30, 2003 filed
on Form 10QSB on November 17, 2003.

         (e) The Company's Current Reports filed on Form 8-K on May 19, 2003 and
July 3, 2003, respectively.

         (f) The description of the registrant's common stock, which is included
in the registration  statement on Form S-8, file no.  333-87513,  filed with the
Commission on September 21, 1999.

         (g) In addition,  all documents  subsequently  filed by the  registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

         Richardson  & Patel LLP has given an  opinion  on the  validity  of the
securities being registered hereunder.

Item 6. Indemnification of Directors and Officers.

a) Section 145 of the Delaware General Corporation Law provides that:

ss.145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE

                                       2
(1) A  corporation  shall have power to indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with such actions suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (2) A  corporation  shall have power to indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer, employee or agent of the corporation,  is or was serving at the request
of the  corporation  as a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  corporation and 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 to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such other court shall deem proper.

         (3) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

                                       3
(4) Any  indemnification  under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation  only as authorized in the specific
case  upon  a  determination  that  indemnification  of the  director,  officer,
employee  or  agent  is  proper  in the  circumstances  because  he has  met the
applicable  standard  of  conduct  set forth in  subsections  (a) and (b).  Such
determination  shall be made (1) by a majority vote of the directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(2) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion, or (3) by the stockholders.

         (5)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in defending  any civil,  criminal,  administrative,  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  Section.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         (6) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (7) A  corporation  shall  have the  power  to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under the provisions of this section.

         (8) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under the  provisions of this Section with respect to the resulting or
surviving  corporation  as he  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

                                       4
(9) For purposes of this  Section,  references  to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee  benefit  plan,  its   participants,   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
Section.

         (10) The  indemnification  and advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (11) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees).  (As amended by Ch. 186, Laws of 1967,  Ch. 421,  Laws of 1970,  Ch. 437,
Laws of 1974,  Ch. 25, Laws of 198 1, Ch. 11 2, Laws of 1983,  Ch. 289,  Laws of
1986, Ch. 376, Laws of 1990, and Ch. 26 1, Laws of 1994.)

         (b) Section 102 of the Delaware  General  Corporation  Law includes the
following provisions:

ss. 102. CERTIFICATE OF INCORPORATION; CONTENTS

         (1) The certificate of incorporation shall set forth:

         (2) In  addition  to  the  matters  required  to be  set  forth  in the
certificate of  incorporation  by subsection (a) of this section the certificate
of incorporation may also contain any or all of the following matters:

                   (vii)  A  provision  eliminating  or  limiting  the  personal
         liability  of a director to the  corporation  or its  stockholders  for
         monetary  damages for breach of fiduciary duty as a director,  provided
that such  provision  shall not  eliminate or limit the  liability of a
         director  (i) for any breach of the  director's  duty of loyalty to the
         corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under section 174 of this Title, or (iv) for any transaction
         from which the director derived an improper personal  benefit.  No such
         provision  shall eliminate or limit the liability of a director for any
         act or omission occurring prior to the date when such provision becomes
         effective. All references in this paragraph to a director shall also be
         deemed to refer (x) to a member of the governing  body of a corporation
         which is not  authorized  to issue  capital stock and (y) to such other
         person  or  persons,  if  any,  who,  pursuant  to a  provision  of the
         certificate of  incorporation  in accordance with subsection (a) of ss.
         141 of this  title,  exercise  or  perform  any of the powers or duties
         otherwise  conferred  or imposed  upon the board of  directors  by this
         title.

         (c) Article Nine of Registrant's Certificate of Incorporation provides:

                  No  director  of  this  corporation  shall  be  liable  to the
         corporation  for monetary  damages for an act or omission  occurring in
         the  director's  capacity  as a  director,  except  to the  extent  the
         statutes  of  the  State  of  Delaware   expressly  provided  that  the
         director's  liability may not be  eliminated or limited.  Any repeal or
         amendment of this  paragraph that increases the liability of a director
         shall  be  prospective   only,  and  shall  not  adversely  affect  any
         limitation on the personal  liability of a director of the  corporation
         existing at the time of such repeal or amendments.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

         5.       Opinion regarding legality

         23.1     Consent of Russell Bedford Stefanou Mirchandani, LLP

         23.2     Consent of Richardson & Patel LLP (included in Exhibit 5)

         99.1     2003 Employee Equity Incentive Plan

Item 9. Undertakings.

         (a) The undersigned  registrant  hereby  undertakes to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration statement (1) to include any material information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  registration

                                       5
statement  or any  material  change  to  such  information  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.

         (c)  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.

                                       6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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  Toronto,  Ontario,  Canada,  on this  30th  day of
October, 2003.

                            SWISS MEDICA, INC.
                            A Delaware Corporation

                            /s/ Raghu Kilambi
                            ------------------------------------------
                            By: Raghu Kilambi
                            Its: Chief Executive Officer

         Pursuant to the  requirements  of the Securities Act of 1933, this Form
S-8  registration  statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

Dated:  October 30, 2003            /s/ Raghu Kilambi
                                    ---------------------------
                                    Raghu Kilambi, Chairman

Dated:  October 30, 2003            /s/ Grant Johnson
                                    ---------------------------
                                    Grant Johnson, Director

Dated:  October 30, 2003            /s/ Greg Nuttall
                                    ---------------------------
                                     Greg Nuttall, Director

Dated:  October 30, 2003            /s/ Bryson Farrill
                                    ------------------------------------
                                    Bryson Farrill, Director

Dated:  October 30, 2003            /s/ Ronald F. Springer
                                    ------------------------------------
                                    Ronald F. Springer, Director

                                       7
INDEX TO EXHIBITS

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

         5.       Opinion regarding legality

         23.1     Consent of Russell Bedford Stefano Mirchandi, LLP

         23.2     Consent of Richardson & Patel LLP (included in Exhibit 5)

         99.1     2003 Employee Equity Incentive Plan

                                       8