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

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 28, 2005


                               SWISS MEDICA, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                     000-09489                 98-0355519
(State or other jurisdiction          (Commission              (IRS Employer
       of incorporation)              File Number)          Identification No.)


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


        Registrant's telephone number, including area code (416) 868-0202


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

<PAGE>

      This Form 8-K and other reports filed by Swiss Medica, Inc. (the
"Registrant" or the "Company") from time to time with the Securities and
Exchange Commission (collectively the "Filings") contain forward looking
statements and information that are based upon beliefs of, and information
currently available to, the Registrant's management as well as estimates and
assumptions made by the Registrant's management. When used in the Filings the
words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"
or the negative if these terms and similar expressions as they relate to the
Registrant or the Registrant's management identify forward looking statements.
Such statements reflect the current view of the Registrant with respect to
future events and are subject to risks, uncertainties, assumptions and other
factors relating to the Registrant's industry, operations and results of
operations and any businesses that may be acquired by the Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

      Item 1.01 Entry into a Material Definitive Agreement.

            On June 27, 2005, the Registrant entered into the Class B Common
      Stock Conversion Agreement (the "Agreement") with its Chief Executive
      Officer, Raghunath Kilambi ("Holder"). Holder is the only holder of shares
      of Registrant's Class B common stock and holds 2.0 million Class B shares.
      Each Class B common share has fifty (50) votes on a stockholder action
      while each Class A common share only has one (1) vote on such action.
      Thus, Mr. Kilambi currently has voting control of the Registrant. The
      Agreement provides that upon the occurrence of certain events, the
      Registrant shall convert shares of its Class B common stock into shares of
      its publicly traded Class A common stock at a ratio of five (5) Class A
      shares for every one Class B share. These events include: submission and
      approval of an application to have Registrant's common stock listed on the
      Nasdaq National Market, American Stock Exchange, NYSE or any other
      national stock exchange; any institutional investor has conditioned an
      investment into requiring one class of common stock; the majority of the
      Board of Directors has determined that the supervoting rights of Class B
      Shares may detrimentally affect the ability of the Board, including its
      independent directors, to address means of maximizing shareholder value
      such as significant mergers and acquisitions, without undue influence from
      Holder and stockholder's notice of conversion election to Registrant by
      Holder. Conversion of Class B shares into Class A shares will not result
      in an expense on the Company's income statement.

      Item 8. Other Events.

            On June 27, 2005, the Registrant's Board of Directors and
      stockholders holding 58% of the outstanding voting stock approved
      resolutions to increase the total number of authorized shares of the
      Corporation's capital stock from 160,000,000 to 215,000,000 as follows:
      (1) increase the authorized number of shares of Class A Common Stock from
      100,000,000 to 200,000,000 and (2) to decrease the authorized number of
      shares of Class B Common Stock from 50,000,000 to 5,000,000. The
      Registrant intends to file an amendment to its certificate of
      incorporation to effect this modification of the authorized number of
      shares after filing a preliminary Information Statement on Schedule 14C
      with the SEC and distributing a definitive Information Statement on
      Schedule 14C to its stockholders.

      Item 9. Financial Statements and Exhibits

      (a) Financial Statements of Businesses Acquired.

      Not applicable.

      (b) Pro Forma Financial Information

      Not applicable

      (c) Exhibits.

      Exh. No.      Description
      --------      -----------

       10.1.        Conversion Agreement

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       SWISS MEDICA, INC.
                                       (Registrant)

Date: June 28, 2005

                                       /s/ Bruce Fairbairn
                                       ----------------------------------------
                                       Bruce Fairbairn, Chief Financial Officer
{"company-data": {"conformed-name": "SWISS MEDICA INC", "cik": "0000318245", "assigned-sic": "2834", "irs-number": "980355519", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09489", "film-number": "05921783"}, "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"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 28, 2005

                               SWISS MEDICA, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                     000-09489                 98-0355519
(State or other jurisdiction          (Commission              (IRS Employer
       of incorporation)              File Number)          Identification No.)

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

        Registrant's telephone number, including area code (416) 868-0202

--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
This Form 8-K and other reports filed by Swiss Medica, Inc. (the
"Registrant" or the "Company") from time to time with the Securities and
Exchange Commission (collectively the "Filings") contain forward looking
statements and information that are based upon beliefs of, and information
currently available to, the Registrant's management as well as estimates and
assumptions made by the Registrant's management. When used in the Filings the
words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"
or the negative if these terms and similar expressions as they relate to the
Registrant or the Registrant's management identify forward looking statements.
Such statements reflect the current view of the Registrant with respect to
future events and are subject to risks, uncertainties, assumptions and other
factors relating to the Registrant's industry, operations and results of
operations and any businesses that may be acquired by the Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

      Item 1.01 Entry into a Material Definitive Agreement.

            On June 27, 2005, the Registrant entered into the Class B Common
      Stock Conversion Agreement (the "Agreement") with its Chief Executive
      Officer, Raghunath Kilambi ("Holder"). Holder is the only holder of shares
      of Registrant's Class B common stock and holds 2.0 million Class B shares.
      Each Class B common share has fifty (50) votes on a stockholder action
      while each Class A common share only has one (1) vote on such action.
      Thus, Mr. Kilambi currently has voting control of the Registrant. The
      Agreement provides that upon the occurrence of certain events, the
      Registrant shall convert shares of its Class B common stock into shares of
      its publicly traded Class A common stock at a ratio of five (5) Class A
      shares for every one Class B share. These events include: submission and
      approval of an application to have Registrant's common stock listed on the
      Nasdaq National Market, American Stock Exchange, NYSE or any other
      national stock exchange; any institutional investor has conditioned an
      investment into requiring one class of common stock; the majority of the
      Board of Directors has determined that the supervoting rights of Class B
      Shares may detrimentally affect the ability of the Board, including its
      independent directors, to address means of maximizing shareholder value
      such as significant mergers and acquisitions, without undue influence from
      Holder and stockholder's notice of conversion election to Registrant by
      Holder. Conversion of Class B shares into Class A shares will not result
      in an expense on the Company's income statement.

      Item 8. Other Events.

            On June 27, 2005, the Registrant's Board of Directors and
      stockholders holding 58% of the outstanding voting stock approved
      resolutions to increase the total number of authorized shares of the
      Corporation's capital stock from 160,000,000 to 215,000,000 as follows:
      (1) increase the authorized number of shares of Class A Common Stock from
      100,000,000 to 200,000,000 and (2) to decrease the authorized number of
      shares of Class B Common Stock from 50,000,000 to 5,000,000. The
      Registrant intends to file an amendment to its certificate of
      incorporation to effect this modification of the authorized number of
      shares after filing a preliminary Information Statement on Schedule 14C
      with the SEC and distributing a definitive Information Statement on
      Schedule 14C to its stockholders.

      Item 9. Financial Statements and Exhibits

      (a) Financial Statements of Businesses Acquired.

      Not applicable.

      (b) Pro Forma Financial Information

      Not applicable

      (c) Exhibits.

      Exh. No.      Description
      --------      -----------

       10.1.        Conversion Agreement
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       SWISS MEDICA, INC.
                                       (Registrant)

Date: June 28, 2005

                                       /s/ Bruce Fairbairn
                                       ----------------------------------------
                                       Bruce Fairbairn, Chief Financial Officer