As filed with the Securities and
                    Exchange Commission on February 28, 2000
                               File No. 000-20786


                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933


                          LEAPFROG SMART PRODUCTS, INC.
               (Exact Name of Registrant as Specified in its Charter)

                 1999-2000 Consultation Services Compensation Plan
                      1999-2000 Incentive Stock Option Plan
                              (Full name of the plan)


     COLORADO              000-20786                     84-1076959
     ---------             ------------                  ----------
     (State of             (Commission File No.)         (IRS Employer ID No.)
     Incorporation)


                          1011 Maitland Center Commons
                                Maitland FL  32751
                                   407-838-0400
                --------------------------------------------------
                    (Address of Principal Executive Offices)


                              NADEAU & SIMMONS, P.C.
                             1250 TURKS HEAD BUILDING
                              PROVIDENCE, RI  02903
                                   401-272-5800
                ---------------------------------------------------
                     (Name and Address of agent for service)

If any of the  securities  being  registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the  Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following line:

     [X]

CALCULATION OF REGISTRATION FEE

               Proposed(1)(2)Proposed(2)(3)

Title of      Maximum           Maximum
Securities    Amount            Offering       Aggregate     Amount of
to be         to be             Price          Offering      Registration
Registered    Registered(4)     Per Share      Price         Fee (3)
--------------------------------------------------------------------------------

Common Stock  860,716           $1.00          $860,716      $297.00


(1)   The securities registered  hereunder are shares of the registrant's
      common stock, $.001 par value.

(2)   Estimated for purpose of calculating the registration fee.

(3)   The fee with respect to these shares has been  calculated  pursuant
      to Rules  457(h)  and  457(c)  under  the  Securities  Act of 1933, as
      amended, and based upon the book value of the  Registrant's Common
      Stock on a date within five (5) days prior to the date of filing of this
      Registration Statement.

(4)   Shares of the  registrant's common stock issuable to consultants and
      advisors under the registrant's 1999-2000 Consultation Services
      Compensation Plan and Incentive Stock Option Plan.



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

                           FORWARD LOOKING STATEMENTS

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

THIS FORM S-8 AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY LEAPFROG
SMART PRODUCTS, INC. (HEREINAFTER REFERRED TO AS "LEAPFROG" AND/OR "COMPANY"
AND/OR "REGISTRANT") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT
OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF LEAPFROG AND
MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH
STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND
THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING
STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-
LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM S-8, AND ARE HEREBY
INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE
OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER
TIME.


                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information required by Part I is included in documents sent or given to
participants in the 1999-2000 Consultation Services Compensation Plan pursuant
to Rule 428(b)(1).



                                  PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are following by reference into the registration
statement:

(a)-1.    The Company's Definitive Schedule 14C, Information Statement, filed
          January 18, 2000;

          The Predecessor Company's ("Albara Corporation") Form 10QSB, filed
          November 16, 1999 for the quarter ending September 30, 1999;

          Albara Corporation's Form 8-K, filed November 4, 1999;

          Albara Corporation's Form 8-K, filed September 7, 1999;

          Albara Corporation's Form 10-QSB, filed August 12, 1999 for the
          quarter ending June 30, 1999;

          Albara Corporation's Form 10-KSB, filed June 10, 1999; and

          all other reports filed pursuant to section 13(a) or 15(d) since the
          end of the year covered by the above annual reports.

(a)-2.    All documents filed by the Company pursuant to Section 13(a), 13(c),
          14 or 15(d) of the Securities Exchange Act of 1934, as amended,
          subsequent to the date hereof and prior to the  filing of a post-
          effective amendment which indicates that all securities offered hereby
          have been  sold or which de-registers all securities covered hereby
          then remaining unsold shall be deemed to be incorporated by reference
          herein and to be a part hereof from the date of filing of such
          documents, except as to any  portion of any future Annual or Quarterly
          Report to Stockholders  which is deemed to be modified or superseded
          for purposes of this Registration Statement to the extent that such
          statement is replaced or modified by a statement contained in a
          subsequently dated document incorporated by reference or contained in
          this Registration Statement.

(a)-3     The description of the Company's common stock which is contained in
          the Definitive Schedule 14C, Information Statement filed under Section
          12 of the Securities Exchange Act of 1934, including any amendments or
          reports filed for the purpose of updating such description.


ITEM 4.     DESCRIPTION OF SECURITIES

Common Stock:

Securities are registered under Section 12(g) of the Exchange Act.


ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL

The validity of the shares of Common Stock to be issued pursuant to this
registration statement will be passed upon by Nadeau & Simmons, P.C.


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Colorado Business Corporation Act (the "Act") provides that a corporation
may indemnify a director or officer of the corporation and to purchase and
maintain liability insurance for those persons as, and to the extent permitted
by the Act.

The Company's Bylaws  limits  directors'  liability for monetary damages for
breaches of their duties of care owed the Company to the fullest extent
permitted by Colorado law.

Article 109 of the Colorado Business Corporation Act: (i) gives Colorado
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses (including
attorneys fees) judgments, fines and other amounts paid in settlement actually
and reasonably incurred in connection with threatened, pending or completed
actions, suits, or proceedings to which they are parties or are threatened to be
made parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; (ii) gives an officer or
director who successfully defends an action the right to be so indemnified; and
(iii) permits a corporation to buy directors' and officers' liability insurance.

As permitted by Colorado law, the Registrant's Articles of Incorporation provide
that the Registrant will indemnify its directors and officers against expenses
and liabilities they incur to defend, settle, or satisfy any civil or criminal
action brought against them on account of their being or having been directors
or officers unless, in any such action, they are adjudged to have acted with
gross negligence or willful misconduct.  The Registrant's Articles of
Incorporation also exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors, except
as to liability for any breach of the duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, acts which constitute improper distributions to shareholders in violation
of Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit. This
exclusion of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

Does not apply.


PART III


ITEM 8.EXHIBITS

                               EXHIBIT INDEX


      Exhibit No.           Exhibit

x     3(a)                  Articles of Incorporation

x     3(b)                  Bylaws

#     4(a)                  Agreements Defining Certain Rights of Shareholders

#     4(b)                  Specimen Stock Certificate

x     5.1                   Opinion of Nadeau & Simmons, P.C. regarding the
                            legality of the securities being offered hereby.

      7                     Not applicable

      9                     Not applicable

#     10(a)                 Pre-incorporation Consultation and Subscription
                            Agreement

x     10.1                  Consultation Services Agreement


      Exhibit No.           Exhibit

x     10.2                  Legal Services Engagement Agreement

      11                    Not applicable

      14                    Not applicable

      16                    Not applicable

      21                    Not applicable

x     23.1                  Consent of Counsel
                            (contained in Exhibit 5.1)

#     24.1                  Consent of CPA.

      27                    Financial Data Schedule

      28                    Not applicable

#     99.1                  Safe Harbor Compliance Statement
____________________________

x     filed herewith

#     incorporated herein by reference from Registrant's Definitive Information
      Statement, filed on Schedule 14C on January 18, 2000.


ITEM 9.     UNDERTAKINGS

The undersigned hereby undertakes:

(1)(a) To file, during any period in which offers or sales are being
made, a post effective amendment to this 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 set
             forth 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 (1)(i) and (1)(a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and 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 that are incorporated by reference in the
Registration Statement.

(1)(b) 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
benefit offering thereof.

(2) 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
Plan.

(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit  plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial benefit offering thereof.

(4) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling  persons of the
registrant pursuant to the foregoing  provisions, or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                   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 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 Maitland, Florida, on the 28th day of February,
2000.


LEAPFROG SMART PRODUCTS, INC.

By:  /s/ Randolph Tucker

________________________________
RANDOLPH TUCKER
CEO

Date: February 28, 2000


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

Signature                Title                         Date

/s/Randolph Tucker       CEO                           February 28, 2000
                         & Director



                           POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Randolph Tucker, his true and lawful attorneys-
in-fact and agents with full power of substitution and re-substitution, for then
and in their name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                   TITLE                          DATE
----------------            ---------------                --------------
<S>                         <C>                            <C>

/s/ Dale Grogan

DALE GROGAN                 President                      February 28, 2000

/s/ Jim Grebey

JAMES GREBEY                Vice President                 February 28, 2000

/s/ Jim Gornto

JAMES GORNTO                Secretary                      February 28, 2000

</TABLE>



                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


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

                                   EXHIBITS

                                      TO

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

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


                         LEAPFROG SMART PRODUCTS, INC.


                                EXHIBIT INDEX

      Exhibit No.        Exhibit

#     3(a)               Articles of Incorporation

#     3(b)               Bylaws

#     4(a)               Agreements Defining Certain Rights of Shareholders

#     4(b)               Specimen Stock Certificate

x     5.1                Opinion of Nadeau & Simmons, P.C. regarding the
                         legality of the securities being offered hereby.

      7                  Not applicable

      9                  Not applicable

#     10(a)              Pre-incorporation Consultation and Subscription
                         Agreement

x     10.1               Consultation Services Agreement

      Exhibit No.        Exhibit

x     10.2               Legal Services Engagement Agreement

      11                 Not applicable

      14                 Not applicable

      16                 Not applicable

      21                 Not applicable

x     23.1               Consent of Counsel
                         (contained in Exhibit 5.1)

#     24.1               Consent of CPA.

      27                 Financial Data Schedule

      28                 Not applicable

#     99.1               Safe Harbor Compliance Statement
____________________________

x     filed herewith

#     incorporated herein by reference from Registrant's Definitive Information
      Statement, filed on Schedule 14C on January 18, 2000.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21042}]
{"company-data": {"conformed-name": "LEAPFROG SMART PRODUCTS INC", "cik": "0000831669", "assigned-sic": "7372", "irs-number": "841076959", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31322", "film-number": "557434"}, "business-address": {"street1": "1011 MAITLAND CENTER COMMONS", "city": "MAITLAND", "state": "FL", "zip": "32751", "phone": "407-838-0400"}, "mail-address": {"street1": "1011 MAITLAND CENTER COMMONS", "city": "MAITLAND", "state": "FL", "zip": "32751"}, "former-company": [{"former-conformed-name": "ALBARA CORP", "date-changed": "19920703"}, {"former-conformed-name": "MARIN FUND INC", "date-changed": "19911103"}]}
As filed with the Securities and
                    Exchange Commission on February 28, 2000
                               File No. 000-20786

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                          LEAPFROG SMART PRODUCTS, INC.
               (Exact Name of Registrant as Specified in its Charter)

                 1999-2000 Consultation Services Compensation Plan
                      1999-2000 Incentive Stock Option Plan
                              (Full name of the plan)

     COLORADO              000-20786                     84-1076959
     ---------             ------------                  ----------
     (State of             (Commission File No.)         (IRS Employer ID No.)
     Incorporation)

                          1011 Maitland Center Commons
                                Maitland FL  32751
                                   407-838-0400
                --------------------------------------------------
                    (Address of Principal Executive Offices)

                              NADEAU & SIMMONS, P.C.
                             1250 TURKS HEAD BUILDING
                              PROVIDENCE, RI  02903
                                   401-272-5800
                ---------------------------------------------------
                     (Name and Address of agent for service)

If any of the  securities  being  registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the  Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following line:

     [X]

CALCULATION OF REGISTRATION FEE

               Proposed(1)(2)Proposed(2)(3)

Title of      Maximum           Maximum
Securities    Amount            Offering       Aggregate     Amount of
to be         to be             Price          Offering      Registration
Registered    Registered(4)     Per Share      Price         Fee (3)
--------------------------------------------------------------------------------

Common Stock  860,716           $1.00          $860,716      $297.00

(1)   The securities registered  hereunder are shares of the registrant's
      common stock, $.001 par value.

(2)   Estimated for purpose of calculating the registration fee.

(3)   The fee with respect to these shares has been  calculated  pursuant
      to Rules  457(h)  and  457(c)  under  the  Securities  Act of 1933, as
      amended, and based upon the book value of the  Registrant's Common
      Stock on a date within five (5) days prior to the date of filing of this
      Registration Statement.

(4)   Shares of the  registrant's common stock issuable to consultants and
      advisors under the registrant's 1999-2000 Consultation Services
      Compensation Plan and Incentive Stock Option Plan.

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

                           FORWARD LOOKING STATEMENTS

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

THIS FORM S-8 AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY LEAPFROG
SMART PRODUCTS, INC. (HEREINAFTER REFERRED TO AS "LEAPFROG" AND/OR "COMPANY"
AND/OR "REGISTRANT") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT
OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF LEAPFROG AND
MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH
STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND
THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING
STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-
LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM S-8, AND ARE HEREBY
INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE
OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER
TIME.

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information required by Part I is included in documents sent or given to
participants in the 1999-2000 Consultation Services Compensation Plan pursuant
to Rule 428(b)(1).

                                  PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are following by reference into the registration
statement:

(a)-1.    The Company's Definitive Schedule 14C, Information Statement, filed
          January 18, 2000;

          The Predecessor Company's ("Albara Corporation") Form 10QSB, filed
          November 16, 1999 for the quarter ending September 30, 1999;

          Albara Corporation's Form 8-K, filed November 4, 1999;

          Albara Corporation's Form 8-K, filed September 7, 1999;

          Albara Corporation's Form 10-QSB, filed August 12, 1999 for the
          quarter ending June 30, 1999;

          Albara Corporation's Form 10-KSB, filed June 10, 1999; and

          all other reports filed pursuant to section 13(a) or 15(d) since the
          end of the year covered by the above annual reports.

(a)-2.    All documents filed by the Company pursuant to Section 13(a), 13(c),
          14 or 15(d) of the Securities Exchange Act of 1934, as amended,
          subsequent to the date hereof and prior to the  filing of a post-
          effective amendment which indicates that all securities offered hereby
          have been  sold or which de-registers all securities covered hereby
          then remaining unsold shall be deemed to be incorporated by reference
          herein and to be a part hereof from the date of filing of such
          documents, except as to any  portion of any future Annual or Quarterly
          Report to Stockholders  which is deemed to be modified or superseded
          for purposes of this Registration Statement to the extent that such
          statement is replaced or modified by a statement contained in a
          subsequently dated document incorporated by reference or contained in
          this Registration Statement.

(a)-3     The description of the Company's common stock which is contained in
          the Definitive Schedule 14C, Information Statement filed under Section
          12 of the Securities Exchange Act of 1934, including any amendments or
          reports filed for the purpose of updating such description.

ITEM 4.     DESCRIPTION OF SECURITIES

Common Stock:

Securities are registered under Section 12(g) of the Exchange Act.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL

The validity of the shares of Common Stock to be issued pursuant to this
registration statement will be passed upon by Nadeau & Simmons, P.C.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Colorado Business Corporation Act (the "Act") provides that a corporation
may indemnify a director or officer of the corporation and to purchase and
maintain liability insurance for those persons as, and to the extent permitted
by the Act.

The Company's Bylaws  limits  directors'  liability for monetary damages for
breaches of their duties of care owed the Company to the fullest extent
permitted by Colorado law.

Article 109 of the Colorado Business Corporation Act: (i) gives Colorado
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses (including
attorneys fees) judgments, fines and other amounts paid in settlement actually
and reasonably incurred in connection with threatened, pending or completed
actions, suits, or proceedings to which they are parties or are threatened to be
made parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; (ii) gives an officer or
director who successfully defends an action the right to be so indemnified; and
(iii) permits a corporation to buy directors' and officers' liability insurance.

As permitted by Colorado law, the Registrant's Articles of Incorporation provide
that the Registrant will indemnify its directors and officers against expenses
and liabilities they incur to defend, settle, or satisfy any civil or criminal
action brought against them on account of their being or having been directors
or officers unless, in any such action, they are adjudged to have acted with
gross negligence or willful misconduct.  The Registrant's Articles of
Incorporation also exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors, except
as to liability for any breach of the duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, acts which constitute improper distributions to shareholders in violation
of Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit. This
exclusion of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

Does not apply.

PART III

ITEM 8.EXHIBITS

                               EXHIBIT INDEX

      Exhibit No.           Exhibit

x     3(a)                  Articles of Incorporation

x     3(b)                  Bylaws

#     4(a)                  Agreements Defining Certain Rights of Shareholders

#     4(b)                  Specimen Stock Certificate

x     5.1                   Opinion of Nadeau & Simmons, P.C. regarding the
                            legality of the securities being offered hereby.

      7                     Not applicable

      9                     Not applicable

#     10(a)                 Pre-incorporation Consultation and Subscription
                            Agreement

x     10.1                  Consultation Services Agreement

      Exhibit No.           Exhibit

x     10.2                  Legal Services Engagement Agreement

      11                    Not applicable

      14                    Not applicable

      16                    Not applicable

      21                    Not applicable

x     23.1                  Consent of Counsel
                            (contained in Exhibit 5.1)

#     24.1                  Consent of CPA.

      27                    Financial Data Schedule

      28                    Not applicable

#     99.1                  Safe Harbor Compliance Statement
____________________________

x     filed herewith

#     incorporated herein by reference from Registrant's Definitive Information
      Statement, filed on Schedule 14C on January 18, 2000.

ITEM 9.     UNDERTAKINGS

The undersigned hereby undertakes:

(1)(a) To file, during any period in which offers or sales are being
made, a post effective amendment to this 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 set
             forth 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 (1)(i) and (1)(a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and 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 that are incorporated by reference in the
Registration Statement.

(1)(b) 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
benefit offering thereof.

(2) 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
Plan.

(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit  plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial benefit offering thereof.

(4) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling  persons of the
registrant pursuant to the foregoing  provisions, or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   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 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 Maitland, Florida, on the 28th day of February,
2000.

LEAPFROG SMART PRODUCTS, INC.

By:  /s/ Randolph Tucker

________________________________
RANDOLPH TUCKER
CEO

Date: February 28, 2000

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

Signature                Title                         Date

/s/Randolph Tucker       CEO                           February 28, 2000
                         & Director

                           POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Randolph Tucker, his true and lawful attorneys-
in-fact and agents with full power of substitution and re-substitution, for then
and in their name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE                   TITLE                          DATE
----------------            ---------------                --------------
/s/ Dale Grogan

DALE GROGAN                 President                      February 28, 2000

/s/ Jim Grebey

JAMES GREBEY                Vice President                 February 28, 2000

/s/ Jim Gornto

JAMES GORNTO                Secretary                      February 28, 2000
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                   EXHIBITS

                                      TO

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

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

                         LEAPFROG SMART PRODUCTS, INC.

                                EXHIBIT INDEX

      Exhibit No.        Exhibit

#     3(a)               Articles of Incorporation

#     3(b)               Bylaws

#     4(a)               Agreements Defining Certain Rights of Shareholders

#     4(b)               Specimen Stock Certificate

x     5.1                Opinion of Nadeau & Simmons, P.C. regarding the
                         legality of the securities being offered hereby.

      7                  Not applicable

      9                  Not applicable

#     10(a)              Pre-incorporation Consultation and Subscription
                         Agreement

x     10.1               Consultation Services Agreement

      Exhibit No.        Exhibit

x     10.2               Legal Services Engagement Agreement

      11                 Not applicable

      14                 Not applicable

      16                 Not applicable

      21                 Not applicable

x     23.1               Consent of Counsel
                         (contained in Exhibit 5.1)

#     24.1               Consent of CPA.

      27                 Financial Data Schedule

      28                 Not applicable

#     99.1               Safe Harbor Compliance Statement
____________________________

x     filed herewith

#     incorporated herein by reference from Registrant's Definitive Information
      Statement, filed on Schedule 14C on January 18, 2000.