<PAGE>   1

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       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)

<TABLE>
<S>                                            <C>
                    NEVADA                                       95-4685068
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)
</TABLE>

                                218 TEARALL ROAD
                          RAYNHAM, MASSACHUSETTS 02767
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            ------------------------

                         FEE AGREEMENT OF GREG KOFFORD
                            (FULL TITLE OF THE PLAN)

                            ------------------------

                             INCORP SERVICES, INC.
                         3675 PECOS-MCLEOD, SUITE 1400
                            LAS VEGAS, NEVADA 89121
                                 (702) 866-2500
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                            ------------------------

                                   COPIES TO:
                             GERALD A. ADLER, 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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF SECURITIES           AMOUNT TO BE          OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
      TO BE REGISTERED              REGISTERED             PER SHARE              PRICE           REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                  <C>                  <C>
Common Stock, par value $.001
  per share..................   5,000,000 shares(1)          $.025               $125,000            $32.00(2)
          TOTAL..............    5,000,000 shares                                $125,000              $32.00
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents 5,000,000 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
    June 5, 2001.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                                     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 5,000,000
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 March
     23, 2001.

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

          (b)(i) Quarterly Report on Form 10-QSB filed on May 8, 2001 for the
     quarter ended March 31, 2001.

          (b)(ii) Quarterly Report on Form 10-QSB/A filed on May 24, 2001.

          (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.

     None.

                                        1
<PAGE>   3

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.

<TABLE>
<CAPTION>
EXHIBIT NO.                           DESCRIPTION
-----------                           -----------
<C>           <S>
    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 Randy Simpson, CPA, P.C.

    5.3       **Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

     23       **Consent of Bondy & Schloss LLP (included in Exhibit 5.1).

     24       **Powers of Attorney (included on p. II-4 of Registration
              Statement on this Form S-8).

   99.1       **Fee Agreement between the Registrant and Gregory L.
              Kofford dated April 18, 2001.
</TABLE>

---------------
*  Filed with the Company's Registration Statement No. 333-49642, filed November
   9, 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 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 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 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 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

                                        2
<PAGE>   4

     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.

                                        3
<PAGE>   5

                                   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 8thday of June, 2001.

                                          INFOTOPIA, INC.

                                          By: /s/     DANIEL HOYNG
                                            ------------------------------------
                                            Daniel Hoyng, Chairman, Chief
                                            Executive Officer and Director

     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 8th day of June, 2001.

<TABLE>
<CAPTION>
SIGNATURE                                                                     TITLE
---------                                                                     -----
<C>                                                         <S>
                    /s/ DANIEL HOYNG                        Chief Executive Officer, Chairman
--------------------------------------------------------    and Director
                      Daniel Hoyng

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

                   /s/ CLINTON SMITH                        Director
--------------------------------------------------------
                     Clinton Smith

                  /s/ MAREK LOZOWICKI                       Vice President, Secretary and Treasurer
--------------------------------------------------------
                    Marek Lozowicki
</TABLE>

                                        4
<PAGE>   6

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel Hoyng, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 8th day of June, 2001.

<TABLE>
<CAPTION>
SIGNATURE                                                                     TITLE
---------                                                                     -----
<C>                                                         <S>
                    /s/ DANIEL HOYNG                        Chief Executive Officer, Chairman
--------------------------------------------------------    and Director
                      Daniel Hoyng

                   /s/ ERNEST ZAVORAL                       President and Director
--------------------------------------------------------
                     Ernest Zavoral

                   /s/ CLINTON SMITH                        Director
--------------------------------------------------------
                     Clinton Smith

                  /s/ MAREK LOZOWICKI                       Vice President, Secretary and Treasurer
--------------------------------------------------------
                    Marek Lozowicki
</TABLE>
<PAGE>   7

                                 EXHIBIT INDEX

INDEX AND DESCRIPTION OF EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.                           DESCRIPTION
-----------                           -----------
<C>           <S>
    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 Randy Simpson, CPA, P.C.

    5.3       **Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

     23       **Consent of Bondy & Schloss LLP (included in Exhibit 5.1).

     24       **Powers of Attorney (included on p. II-4 of Registration
              Statement on this Form S-8).

   99.1       **Fee Agreement between the Registrant and Gregory L.
              Kofford dated April 18, 2001.
</TABLE>

---------------
*  Filed with the Company's Registration Statement No. 333-49642, filed November
   9, 2000.

** Filed herewith.

                                        5
[{"type": "S-8", "sequence": "1", "filename": "y50183s-8.txt", "description": "INFOTOPIA, INC.", "secsgml_size_bytes": 16939}]
{"company-data": {"conformed-name": "INFOTOPIA INC", "cik": "0001066759", "assigned-sic": "2833", "irs-number": "954685068", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62632", "film-number": "1657225"}, "business-address": {"street1": "218 TEARALL", "city": "RAYNHAM", "state": "MA", "zip": "02767", "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"}}
1

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       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 ROAD
                          RAYNHAM, MASSACHUSETTS 02767
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            ------------------------

                         FEE AGREEMENT OF GREG KOFFORD
                            (FULL TITLE OF THE PLAN)

                            ------------------------

                             INCORP SERVICES, INC.
                         3675 PECOS-MCLEOD, SUITE 1400
                            LAS VEGAS, NEVADA 89121
                                 (702) 866-2500
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                            ------------------------

                                   COPIES TO:
                             GERALD A. ADLER, 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
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF SECURITIES           AMOUNT TO BE          OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
      TO BE REGISTERED              REGISTERED             PER SHARE              PRICE           REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
  per share..................   5,000,000 shares(1)          $.025               $125,000            $32.00(2)
          TOTAL..............    5,000,000 shares                                $125,000              $32.00
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
(1) Represents 5,000,000 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
    June 5, 2001.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

                                     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 5,000,000
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 March
     23, 2001.

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

          (b)(i) Quarterly Report on Form 10-QSB filed on May 8, 2001 for the
     quarter ended March 31, 2001.

          (b)(ii) Quarterly Report on Form 10-QSB/A filed on May 24, 2001.

          (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.

     None.

                                        1
3

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 Randy Simpson, CPA, P.C.

    5.3       **Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

     23       **Consent of Bondy & Schloss LLP (included in Exhibit 5.1).

     24       **Powers of Attorney (included on p. II-4 of Registration
              Statement on this Form S-8).

   99.1       **Fee Agreement between the Registrant and Gregory L.
              Kofford dated April 18, 2001.
---------------
*  Filed with the Company's Registration Statement No. 333-49642, filed November
   9, 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 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 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 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 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

                                        2
4

     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.

                                        3
5

                                   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 8thday of June, 2001.

                                          INFOTOPIA, INC.

                                          By: /s/     DANIEL HOYNG
                                            ------------------------------------
                                            Daniel Hoyng, Chairman, Chief
                                            Executive Officer and Director

     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 8th day of June, 2001.
SIGNATURE                                                                     TITLE
---------                                                                     -----
/s/ DANIEL HOYNG                        Chief Executive Officer, Chairman
--------------------------------------------------------    and Director
                      Daniel Hoyng

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

                   /s/ CLINTON SMITH                        Director
--------------------------------------------------------
                     Clinton Smith

                  /s/ MAREK LOZOWICKI                       Vice President, Secretary and Treasurer
--------------------------------------------------------
                    Marek Lozowicki
4
6

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel Hoyng, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 8th day of June, 2001.
SIGNATURE                                                                     TITLE
---------                                                                     -----
/s/ DANIEL HOYNG                        Chief Executive Officer, Chairman
--------------------------------------------------------    and Director
                      Daniel Hoyng

                   /s/ ERNEST ZAVORAL                       President and Director
--------------------------------------------------------
                     Ernest Zavoral

                   /s/ CLINTON SMITH                        Director
--------------------------------------------------------
                     Clinton Smith

                  /s/ MAREK LOZOWICKI                       Vice President, Secretary and Treasurer
--------------------------------------------------------
                    Marek Lozowicki
7

                                 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 Randy Simpson, CPA, P.C.

    5.3       **Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

     23       **Consent of Bondy & Schloss LLP (included in Exhibit 5.1).

     24       **Powers of Attorney (included on p. II-4 of Registration
              Statement on this Form S-8).

   99.1       **Fee Agreement between the Registrant and Gregory L.
              Kofford dated April 18, 2001.
---------------
*  Filed with the Company's Registration Statement No. 333-49642, filed November
   9, 2000.

** Filed herewith.

                                        5