SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               GLOBAL MEDIA CORP.
             (Exact name of Registrant as specified in its charter)

                        NEVADA                91-1842480
               (State of Incorporation) (I.R.S. Employer ID No.)

            83 Victoria Crescent, Nanaimao, British Columbia V9R 5B9
                         (Address of Principal Offices)

                           The Global Media Corp. 1999
                                Stock Option Plan
                            (Full Title of the Plan)

                                Michael Metcalfe
                               GLOBAL MEDIA CORP.
            83 Victoria Crescent, Nanaimao, British Columbia V9R 5B9
                     (Name and address of Agent for Service)

                                  (250)716 0502
          (Telephone number, including area code of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of           Amount of     Max. Off.   Maximum         Amount of 
Securities         Securities    Price       Aggregate       Reg.
Registered         Registered    Per Share   Offrg. Price    Fee  
---------------------------------------------------------------------------
Common Stock(1)    4,000,000    $4.0625(2)   $16,250,000    $4,923.75

(1)  Issuable pursuant to Plan options.

(2)  Estimated  Price in  accordance with Rule  457(h)and  based  upon the last
     reported sale on the NASD OTC Electronic Bulletin Board on March 18, 1999.




<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

The documents  containing the information related to the Global Media Corp. 1999
Stock  Option  Plan  which  is not  being  filed  as part  of this  Registration
Statement (the "Registration Statement") and documents incorporated by reference
in response  to Item 3 of Part II of this  Registration  Statement,  which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933 (the  "Securities  Act") will be sent or given to the
participant  by the  Registrant as specified by Rule 428(b)(1) of the Securities
Act.


Item 2.   Registrant Information and Employee Plan Annual Information.

As required by this Item,  the  Registrant  shall  provide to the  participant a
written statement advising them of the availability without charge, upon written
or oral  request,  of documents  incorporated  by reference in Item 3 of Part II
hereof and of documents  required to be delivered  pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The Registrant  incorporates  the following  documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended July 31, 1998.

     (b)  The  Registrant's  Quarterly Report on Form 10-QSB for the three month
          period ended October 31, 1998.

     (c)  The  Registrant's  Quarterly  Report on Form  10-QSB for the six month
          period ended January 31, 1999.

     (d)  Description of the Common Stock as  incorporated  in the  Registration
          Statement on Form 10-SB dated  December 11, 1997, SEC file no. 0-23491
          (d) All other  documents  filed by  Registrant  after the date of this
          Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
          Securities  Exchange Act of 1934, (the Exchange Act) are  incorporated
          by  reference  herein and in the  Section 10  Prospectus  to be a part
          thereof from the date of filing of such documents.

Item 4.   Not Applicable.

Item 5.   Interests of Named Experts and Counsel: Not applicable.

Item 6.   Indemnification of Officers and Directors.

Article 11 of the Company's  By-laws  provides that every person who was or is a
party or is threatened to be made a party to or is involved in any action,  suit
or proceeding,  whether civil,  criminal,  administrative or  investigative,  by
reason of the fact that he or a person  for whom he is the legal  representative
is or was a director or officer of the  corporation  or is or was serving at the
request  of the  corporation  or for its  benefit  as a  director  or officer of
another corporation,  or as its representative in a partnership,  joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally  permissible  under the General  Corporation  Law of the State of
Nevada  against all expenses,  liability and loss  (including  attorney's  fees,
judgments,  fines  and  amounts  paid or to be paid  in  settlement)  reasonably
incurred or suffered by him in connection therewith.

Item 7.   Exemption from Registration Claimed: Not Applicable

Item 8.   Exhibits.

          5.1  Opinion of Dennis Brovarone,  regarding  legality of shares being
               issued.

          23.1 Consent of Dennis Brovarone,(See Opinion).

          23.2 Consent of Ernst & Young, Certified Public Accountants

          99.1 The Global Media Corp. 1999 Stock Option Plan


Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes.

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

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

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

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934, as amended
that are incorporated by reference into this 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 to the securities offered therein, and the offering
     of such  securities  offered at that time shall be deemed to be the initial
     bona fide offering thereof.

     (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
          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  provisions
          described in Item 6, 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 that matter
          has  been  settled  by  controlling  precedent,  submit  to a court of
          appropriate jurisdiction the questions whether such indemnification is
          against  public policy as expressed in the Act and will be governed by
          the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

          Pursuant  to the  requirements  of the  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 Nanaimo,  British  Columbia  this 9th day of March,
1999.

          GLOBAL MEDIA CORP.


By: /s/ Michael Metcalfe
------------------------
        Michael Metcalfe, President, Secretary and Director

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

Date: March 19, 1999

By /s/ Michael Metcalfe
-----------------------
       Michael Metcalfe, President, Secretary and Director


Date: March 19, 1999

By /s/ Robert Fuller
--------------------
       Robert Fuller, Chief Executive Officer and Director

Date: March 19, 1999

By /s/ Winston Barta
--------------------
       Winston Barta, Director

Date: March 19, 1999

By /s/ Dennis Morgan
--------------------
       Dennis Morgan, Director

Date: March 19, 1999

By /s/ Jack D. McDonald
-----------------------
       Jack D. McDonald, Director


<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               GLOBAL MEDIA CORP.
             (Exact name of Registrant as specified in its charter)

                        NEVADA                91-1842480
               (State of Incorporation) (I.R.S. Employer ID No.)

            83 Victoria Crescent, Nanaimao, British Columbia V9R 5B9
                         (Address of Principal Offices)

                           The Global Media Corp. 1999
                                Stock Option Plan
                            (Full Title of the Plan)

                                Michael Metcalfe
                               GLOBAL MEDIA CORP.
            83 Victoria Crescent, Nanaimao, British Columbia V9R 5B9
                     (Name and address of Agent for Service)

                                  (250)716 0502
          (Telephone number, including area code of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of           Amount of     Max. Off.   Maximum         Amount of 
Securities         Securities    Price       Aggregate       Reg.
Registered         Registered    Per Share   Offrg. Price    Fee  
---------------------------------------------------------------------------
Common Stock(1)    4,000,000    $4.0625(2)   $16,250,000    $4,923.75

(1)  Issuable pursuant to Plan options.

(2)  Estimated  Price in  accordance with Rule  457(h)and  based  upon the last
     reported sale on the NASD OTC Electronic Bulletin Board on March 18, 1999.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

The documents  containing the information related to the Global Media Corp. 1999
Stock  Option  Plan  which  is not  being  filed  as part  of this  Registration
Statement (the "Registration Statement") and documents incorporated by reference
in response  to Item 3 of Part II of this  Registration  Statement,  which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933 (the  "Securities  Act") will be sent or given to the
participant  by the  Registrant as specified by Rule 428(b)(1) of the Securities
Act.

Item 2.   Registrant Information and Employee Plan Annual Information.

As required by this Item,  the  Registrant  shall  provide to the  participant a
written statement advising them of the availability without charge, upon written
or oral  request,  of documents  incorporated  by reference in Item 3 of Part II
hereof and of documents  required to be delivered  pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The Registrant  incorporates  the following  documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended July 31, 1998.

     (b)  The  Registrant's  Quarterly Report on Form 10-QSB for the three month
          period ended October 31, 1998.

     (c)  The  Registrant's  Quarterly  Report on Form  10-QSB for the six month
          period ended January 31, 1999.

     (d)  Description of the Common Stock as  incorporated  in the  Registration
          Statement on Form 10-SB dated  December 11, 1997, SEC file no. 0-23491
          (d) All other  documents  filed by  Registrant  after the date of this
          Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
          Securities  Exchange Act of 1934, (the Exchange Act) are  incorporated
          by  reference  herein and in the  Section 10  Prospectus  to be a part
          thereof from the date of filing of such documents.

Item 4.   Not Applicable.

Item 5.   Interests of Named Experts and Counsel: Not applicable.

Item 6.   Indemnification of Officers and Directors.

Article 11 of the Company's  By-laws  provides that every person who was or is a
party or is threatened to be made a party to or is involved in any action,  suit
or proceeding,  whether civil,  criminal,  administrative or  investigative,  by
reason of the fact that he or a person  for whom he is the legal  representative
is or was a director or officer of the  corporation  or is or was serving at the
request  of the  corporation  or for its  benefit  as a  director  or officer of
another corporation,  or as its representative in a partnership,  joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally  permissible  under the General  Corporation  Law of the State of
Nevada  against all expenses,  liability and loss  (including  attorney's  fees,
judgments,  fines  and  amounts  paid or to be paid  in  settlement)  reasonably
incurred or suffered by him in connection therewith.

Item 7.   Exemption from Registration Claimed: Not Applicable

Item 8.   Exhibits.

          5.1  Opinion of Dennis Brovarone,  regarding  legality of shares being
               issued.

          23.1 Consent of Dennis Brovarone,(See Opinion).

          23.2 Consent of Ernst & Young, Certified Public Accountants

          99.1 The Global Media Corp. 1999 Stock Option Plan

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes.

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

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

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

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934, as amended
that are incorporated by reference into this 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 to the securities offered therein, and the offering
     of such  securities  offered at that time shall be deemed to be the initial
     bona fide offering thereof.

     (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
          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  provisions
          described in Item 6, 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 that matter
          has  been  settled  by  controlling  precedent,  submit  to a court of
          appropriate jurisdiction the questions whether such indemnification is
          against  public policy as expressed in the Act and will be governed by
          the final adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  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 Nanaimo,  British  Columbia  this 9th day of March,
1999.

          GLOBAL MEDIA CORP.

By: /s/ Michael Metcalfe
------------------------
        Michael Metcalfe, President, Secretary and Director

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

Date: March 19, 1999

By /s/ Michael Metcalfe
-----------------------
       Michael Metcalfe, President, Secretary and Director

Date: March 19, 1999

By /s/ Robert Fuller
--------------------
       Robert Fuller, Chief Executive Officer and Director

Date: March 19, 1999

By /s/ Winston Barta
--------------------
       Winston Barta, Director

Date: March 19, 1999

By /s/ Dennis Morgan
--------------------
       Dennis Morgan, Director

Date: March 19, 1999

By /s/ Jack D. McDonald
-----------------------
       Jack D. McDonald, Director