<PAGE>


===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
                                 INFOTOPIA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Nevada                                          95-4685068
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

                                   218 Tearall
                          Raynham, Massachusetts 02767
                    (Address of Principal Executive Offices)

                              Consulting Agreement
                            (Full title of the plan)

                                 Legal Agreement
                            (Full title of the plan)

                            Chapman & Flanagan, Ltd.
                         2080 E. Flamingo Rd., Suite 112
                             Las Vegas, Nevada 89119
                     (Name and address of agent for service)

                                 (702) 650-5660
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212)972-1677


<PAGE>




                      CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

Title of                                         Proposed                Proposed
Securities                                       Maximum                 Maximum
to be                    Amount to be            Offering Price          Aggregate                Amount of
Registered               Registered              Per Share               Offering Price           Registration Fee
------------------------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                     <C>                      <C>
Common Stock,            1,300,000               $.125                   $162,500                  $ 42.90(2)
par value $0.01          shares(1)
per share
------------------------------------------------------------------------------------------------------------------
Common Stock,            3,600,000               $.125                   $450,000                  $118.80(4)
par value $0.01          shares(3)
per share
------------------------------------------------------------------------------------------------------------------
                         4,900,000
TOTAL                    shares                                          $612,500                 $ 161.70
------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)Represents 1,300,000 shares of Common Stock to be issued to a consultant as
compensation for services rendered pursuant to his consulting agreement.

(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act") based upon the average of the bid and asked price as of August
4, 2000.

(3) Common Stock issued to certain of the Registrant's counsel for legal
services rendered.

(4) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of August 4, 2000.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in the Registration Statement in Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


<PAGE>



         This Registration Statement on Form S-8 (the "Registration Statement")
of Infotopia, Inc., a Nevada corporation, (the "Registrant") covers 4,900,000
shares of the Registrant's common stock, par value $.001 per share ("Common
Stock").

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  (a)(i)   The Registrant's Annual Report on Form 10-KSB filed
                           on June 12, 2000.

                     (ii)  The Registrant's Registration of Securities pursuant
                           to Section 12(g) of the Act dated December 10, 1998.

                  (b)(i)   Current Report on Form 8-K filed on April 25, 2000.

                  (b)(ii)  Current Report on Form 8-K/A filed on July 11, 2000.

                  (b)(iii) Quarterly Report on Form 10-QSB filed on July 24,
                           2000 for the quarter ended March 31, 2000.

                  (c)      The description of securities contained in the
                           Registrant's Registration of Securities pursuant to
                           Section 12(g) of the Act dated December 10, 1998.

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

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.

         Not applicable


<PAGE>



Item 5. Interests of Named Experts and Counsel.

         Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 600,000 shares of Common Stock of the Registrant which shares are
being registered herein.

Item 6. Indemnification of Directors and Officers.

         The Nevada General Corporation Law (the "NGCL"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation unless
and only to the extent that the court in which the action or suit was brought
determines that in view of all the circumstances, the person is fairly and
reasonably entitled to indemnity.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.


Item 8.  Exhibits.

Exhibit No.       Description
-----------       -----------

4.1               Specimen Common Stock Certificate
5.1               * Opinion of Bondy & Schloss LLP as to the legality of the
                  securities being offered.
5.2               * Consent of Merringer, Fruchter, Rosen & Corso, P.C.
5.3               * Consent of Randy Simpson, CPA, P.C.
23                * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
99.1              *Consulting Agreement between the Registrant and Dean
                  Tornabene dated August 4, 2000.

-------------
* Filed herewith.

Item 9. Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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


<PAGE>



                  Registration Statement; (2) That, for the purpose of
                  determining any liability under the Securities Act
                  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, 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 herein, 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Boston, Massachusetts on the 9th day of August, 2000.

                                      INFOTOPIA, INC.

                                      By:/s/ Daniel Hoyng
                                         -------------------------------------
                                         Daniel Hoyng, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 9th day of August, 2000.

      Signature                            Title
      ---------                            -----

/s Daniel Hoyng                            Chief Executive Officer, Chairman
---------------------------------
Daniel Hoyng

/s/ Ernie Zavoral                          President, Director
---------------------------------
Ernie Zavoral

/s/ Anthony C. Ferracone                   Chief Financial Officer, Director
---------------------------------
Anthony C. Ferracone

/s/ James Kosta                            Director
---------------------------------
James Kosta

/s/ Clinton Smith                          Director
----------------------------------
Clinton Smith

/s/ Marek Lozowicki                       Vice President and Secretary
---------------------------------
Marek Lozowicki


<PAGE>



                                  EXHIBIT INDEX

Index and Description of Exhibits.

Exhibit No.                Description
-----------                -----------

4.1                        Specimen Common Stock Certificate
5.1                        * Opinion of Bondy & Schloss LLP as to the legality
                           of the securities being offered.
5.2                        * Consent of Merringer, Fruchter, Rosen & Corso, P.C.
5.3                        * Consent of Randy Simpson, CPA, P.C.
23.1                       * Consent of Bondy & Schloss LLP  (included in
                           Exhibit 5.1).
99.1                       *Consulting Agreement between the Registrant and
                           Dean Tornabene dated August 4, 2000.

-------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14361}]
{"company-data": {"conformed-name": "INFOTOPIA INC", "cik": "0001066759", "assigned-sic": "2833", "irs-number": "954685068", "state-of-incorporation": "NV", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43520", "film-number": "692731"}, "business-address": {"street1": "43 TAUNTON GREEN", "street2": "3RD  FLOOR", "city": "TAUNTON", "state": "MA", "zip": "02780", "phone": "5088848173"}, "mail-address": {"street1": "124 S HUDSON AVENUE", "city": "LOS ANGELES", "state": "CA", "zip": "90004"}, "former-company": {"former-conformed-name": "DR ABRAVANELS FORMULAS INC/CA", "date-changed": "19981130"}}
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
                                 INFOTOPIA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Nevada                                          95-4685068
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

                                   218 Tearall
                          Raynham, Massachusetts 02767
                    (Address of Principal Executive Offices)

                              Consulting Agreement
                            (Full title of the plan)

                                 Legal Agreement
                            (Full title of the plan)

                            Chapman & Flanagan, Ltd.
                         2080 E. Flamingo Rd., Suite 112
                             Las Vegas, Nevada 89119
                     (Name and address of agent for service)

                                 (702) 650-5660
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212)972-1677
CALCULATION OF REGISTRATION FEE
Title of                                         Proposed                Proposed
Securities                                       Maximum                 Maximum
to be                    Amount to be            Offering Price          Aggregate                Amount of
Registered               Registered              Per Share               Offering Price           Registration Fee
------------------------------------------------------------------------------------------------------------------
Common Stock,            1,300,000               $.125                   $162,500                  $ 42.90(2)
par value $0.01          shares(1)
per share
------------------------------------------------------------------------------------------------------------------
Common Stock,            3,600,000               $.125                   $450,000                  $118.80(4)
par value $0.01          shares(3)
per share
------------------------------------------------------------------------------------------------------------------
                         4,900,000
TOTAL                    shares                                          $612,500                 $ 161.70
------------------------------------------------------------------------------------------------------------------
(1)Represents 1,300,000 shares of Common Stock to be issued to a consultant as
compensation for services rendered pursuant to his consulting agreement.

(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act") based upon the average of the bid and asked price as of August
4, 2000.

(3) Common Stock issued to certain of the Registrant's counsel for legal
services rendered.

(4) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of August 4, 2000.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in the Registration Statement in Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement")
of Infotopia, Inc., a Nevada corporation, (the "Registrant") covers 4,900,000
shares of the Registrant's common stock, par value $.001 per share ("Common
Stock").

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  (a)(i)   The Registrant's Annual Report on Form 10-KSB filed
                           on June 12, 2000.

                     (ii)  The Registrant's Registration of Securities pursuant
                           to Section 12(g) of the Act dated December 10, 1998.

                  (b)(i)   Current Report on Form 8-K filed on April 25, 2000.

                  (b)(ii)  Current Report on Form 8-K/A filed on July 11, 2000.

                  (b)(iii) Quarterly Report on Form 10-QSB filed on July 24,
                           2000 for the quarter ended March 31, 2000.

                  (c)      The description of securities contained in the
                           Registrant's Registration of Securities pursuant to
                           Section 12(g) of the Act dated December 10, 1998.

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

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.

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

         Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 600,000 shares of Common Stock of the Registrant which shares are
being registered herein.

Item 6. Indemnification of Directors and Officers.

         The Nevada General Corporation Law (the "NGCL"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation unless
and only to the extent that the court in which the action or suit was brought
determines that in view of all the circumstances, the person is fairly and
reasonably entitled to indemnity.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Exhibit No.       Description
-----------       -----------

4.1               Specimen Common Stock Certificate
5.1               * Opinion of Bondy & Schloss LLP as to the legality of the
                  securities being offered.
5.2               * Consent of Merringer, Fruchter, Rosen & Corso, P.C.
5.3               * Consent of Randy Simpson, CPA, P.C.
23                * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
99.1              *Consulting Agreement between the Registrant and Dean
                  Tornabene dated August 4, 2000.

-------------
* Filed herewith.

Item 9. Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this Registration
                  Statement 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
                  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, 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 herein, 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Boston, Massachusetts on the 9th day of August, 2000.

                                      INFOTOPIA, INC.

                                      By:/s/ Daniel Hoyng
                                         -------------------------------------
                                         Daniel Hoyng, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 9th day of August, 2000.

      Signature                            Title
      ---------                            -----

/s Daniel Hoyng                            Chief Executive Officer, Chairman
---------------------------------
Daniel Hoyng

/s/ Ernie Zavoral                          President, Director
---------------------------------
Ernie Zavoral

/s/ Anthony C. Ferracone                   Chief Financial Officer, Director
---------------------------------
Anthony C. Ferracone

/s/ James Kosta                            Director
---------------------------------
James Kosta

/s/ Clinton Smith                          Director
----------------------------------
Clinton Smith

/s/ Marek Lozowicki                       Vice President and Secretary
---------------------------------
Marek Lozowicki
EXHIBIT INDEX

Index and Description of Exhibits.

Exhibit No.                Description
-----------                -----------

4.1                        Specimen Common Stock Certificate
5.1                        * Opinion of Bondy & Schloss LLP as to the legality
                           of the securities being offered.
5.2                        * Consent of Merringer, Fruchter, Rosen & Corso, P.C.
5.3                        * Consent of Randy Simpson, CPA, P.C.
23.1                       * Consent of Bondy & Schloss LLP  (included in
                           Exhibit 5.1).
99.1                       *Consulting Agreement between the Registrant and
                           Dean Tornabene dated August 4, 2000.

-------------
* Filed herewith.