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)

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

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


                           2003 CONSULTANT STOCK 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) 657-4134
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                         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
----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>                    <C>                 <C>                    <C>
Common Stock                 6,000,000              $0.195              $1,170,000              94.65
----------------------- --------------------- -------------------- --------------------- --------------------
</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 August 22, 2003, as reported on the OTC Electronic Bulletin Board.




                                       1
<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 June 30, 2003
filed on Form 10QSB on August 20, 2003.

                  (c) 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.

                  (d) 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. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.


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


                                       2
<PAGE>

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

         (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


                                       3
<PAGE>

connection therewith.

         (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


                                       4
<PAGE>

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.

         (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:


                                       5
<PAGE>

                   (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 Consultant Stock Plan


                                       6
<PAGE>

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 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.




                                       7
<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 8th day of August,
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:  August 8, 2003                      /s/ Raghu Kilambi
                                    -----------------------------------
                                            Raghu Kilambi, Chairman


Dated:  August 8, 2003                      /s/ Grant Johnson
                                    -----------------------------------
                                            Grant Johnson, Director


Dated:  August 4, 2003                      /s/ Greg Nuttall
                                    -----------------------------------
                                             Greg Nuttall, Director


Dated:  August 8, 2003                      /s/ Bryson Farrill
                                    --------------------------------------------
                                            Bryson Farrill, Director


Dated:  August 8, 2003                      /s/ Ronald F. Springer
                                    --------------------------------------------
                                            Ronald F. Springer, Director






                                       8
<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 Consultant Stock Plan





                                       9
[{"type": "S-8", "sequence": "1", "filename": "swiss_s8.txt", "secsgml_size_bytes": 22347}]
{"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": "333-108252", "film-number": "03867484"}, "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 Identification No.)
organization)

           53 Yonge Street, 3rd Floor
            Toronto, Ontario, Canada                                       M5E 1J3
            ------------------------                                       -------
    (Address of principal executive offices)                             (Zip Code)
2003 CONSULTANT STOCK 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) 657-4134
          (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                 6,000,000              $0.195              $1,170,000              94.65
----------------------- --------------------- -------------------- --------------------- --------------------
(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 August 22, 2003, as reported on the OTC Electronic Bulletin Board.

                                       1
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 June 30, 2003
filed on Form 10QSB on August 20, 2003.

                  (c) 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.

                  (d) 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. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                       2
ss.145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE

         (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

                                       3
connection therewith.

         (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

                                       4
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.

         (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:

                                       5
(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 Consultant Stock Plan

                                       6
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 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.

                                       7
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 8th day of August,
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:  August 8, 2003                      /s/ Raghu Kilambi
                                    -----------------------------------
                                            Raghu Kilambi, Chairman

Dated:  August 8, 2003                      /s/ Grant Johnson
                                    -----------------------------------
                                            Grant Johnson, Director

Dated:  August 4, 2003                      /s/ Greg Nuttall
                                    -----------------------------------
                                             Greg Nuttall, Director

Dated:  August 8, 2003                      /s/ Bryson Farrill
                                    --------------------------------------------
                                            Bryson Farrill, Director

Dated:  August 8, 2003                      /s/ Ronald F. Springer
                                    --------------------------------------------
                                            Ronald F. Springer, Director

                                       8
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 Consultant Stock Plan

                                       9