<PAGE>

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


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



                               DIPPY FOODS, INC.
            (Exact name of registrant as specified in its charter)

        Nevada                                           33-0764587
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

         10554 Progress Way, Suite K
             Cypress, California                                    90630
  (Address of principal executive offices)                       (Zip Code)


                 Dippy Foods, Inc. 2000 Equity Incentive Plan
                           (Full title of the plan)

                                 Jon Stevenson
                          10554 Progress Way, Suite K
                           Cypress, California 90630
                    (Name and address of agent for service)

                                (714) 816-0150
         (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
                                               Proposed maximum      Proposed maximum
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of
   to be registered        registered(1)           share(2)              price(2)         registration fee
<S>                        <C>                <C>                  <C>                    <C>
----------------------- --------------------- -------------------- --------------------- --------------------
----------------------- --------------------- -------------------- --------------------- --------------------
 Common Stock                8,500,000               $0.04               $340,000              $81.26
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock option plan described
herein as the result of any future stock split, stock dividend or similar
adjustment of the Registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and low
prices reported on January 10, 2002, as reported on the OTC Electronic Bulletin
Board.
<PAGE>

                               DIPPY FOODS, INC.

                       8,500,000 Shares of Common Stock

      Issued Pursuant to the Dippy Foods, Inc. 2000 Equity Incentive Plan

===============================================================================

This re-offer prospectus covers the offering of 8,500,000 shares of Dippy Foods,
Inc. common stock issued pursuant to the Dippy Foods, Inc. 2000 Equity Incentive
Plan. Our common stock is quoted on the "over-the-counter bulletin board"
operated by the National Association of Securities Dealers under the symbol
"DPPI.OB". On January 10, 2002, the last reported sale price of our common stock
was $ .04 per share.


An investment in our securities involves a high degree of risk. You should
purchase our securities only if you can afford a complete loss of your
investment. See "Risk Factors" beginning at page 2.

===============================================================================

Neither the Securities & Exchange Commission nor any state securities commission
has approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.




                 The date of this prospectus is January 15, 2002
<PAGE>

                               DIPPY FOODS, INC.
                               Table of Contents

Item                                                        Page

Forward Looking Statements                                    1
Risk Factors                                                  3
Use of Proceeds                                               8
Selling Security Holders and Plan of Distribution             8
Interests of Named Experts and Counsel                        9
Material Changes                                              9
Where You Can Find More Information                          10
Incorporation of Certain Documents by Reference              10
<PAGE>

                           FORWARD LOOKING STATEMENTS

This prospectus, including all documents incorporated by reference, includes
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements other than statements of historical facts included in this
prospectus, including statements in the section entitled "Risk Factors"
regarding our financial position, business strategy, and the plans and
objectives of our management for future operations, are forward-looking
statements. These statements are based upon our interpretation and analysis of
trends in our industry, especially as they relate to the expansion of the
National School Breakfast and After School Snack Programs.

Important factors that could cause actual results to differ materially from our
expectations include:

     .    our failure to successfully commercialize our products;

     .    competition and technological change;

     .    regulations or policies set by various government agencies affecting
          our business;

     .    market acceptance of, and the level of demand for, our products;

     .    changes in general economic and business conditions;

     .    changes in our business strategies;

     .    our ability to keep at current levels or decrease our selling and
          administrative costs;

and other factors that are disclosed in the section entitled "Risk Factors" and
elsewhere in this prospectus. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by this section.

We typically identify forward-looking statements by using terms such as "may,"
"will," "should," "could," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential," or "continue" or similar words, although we
express some forward-looking statements differently. You should consider
carefully the statements under "Risk Factors" and other sections of this
prospectus, which address additional factors that could cause actual events to
differ from those suggested in the forward-looking statements.

                               GENERAL INFORMATION

We were incorporated as Sweetbrier Corporation under the laws of Nevada on
February 23, 1998 for the purpose of developing mineral properties. Sweetbrier
Corporation abandoned its mining claims and changed its name to Dippy Foods,
Inc. on September 17, 1998, upon entering into an agreement of acquisition with
Dippy Foods, Inc., a California corporation in the business of developing,
processing and distributing

                                       1
<PAGE>

packaged dipping foods for snacks, school lunch programs, and disaster relief
programs. Our principal executive offices are located at 10554 Progress Way,
Suite K, Cypress, California 90630, our telephone number is (714) 816-0150 and
our website can be found at http:\\www.dippyfoods.com.

                                       2
<PAGE>

                                  RISK FACTORS

Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock. While we have described all risks and
uncertainties that we believe are material to our business, other risks and
uncertainties that affect our business operations may arise or become material
in the future.

If we cannot address the following risks and uncertainties effectively, our
business, financial condition or results of operations could be materially and
adversely affected. In this event, the trading price of our common stock could
decline and you could lose all or a part of your investment.

This prospectus also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in the forward-looking statements as a result of several factors, including the
risks and uncertainties described below and elsewhere in this prospectus.

We have only a short operating history, and we are subject to all the risks
associated with the development of a business.

Our operating subsidiary, Dippy Foods, Inc. (California) was formed in May 1997
and began its operations in January 1998. Consequently, we have a limited
operating history and limited combined historical financial information upon
which investors may base their evaluation of us. We are subject to all of the
risks, expenses and difficulties encountered by companies in their early stages
of development, including a shortage of operating capital.

We have a history of losses, and we cannot assure you that we will ever become
profitable.

As of October 31, 2001, we had an accumulated deficit of $2,276,450, negative
working capital of $867,627, a stockholders' deficit of $345,628, and we
incurred a net loss of $442,211 for the six months ended October 31, 2001. We
cannot assure you that we will achieve or sustain profitability. Future results
will depend on many factors, including demand for our products, the level of
competition maintained in the industry we serve and the ability of management to
effectively manage our business. Our independent auditors issued an opinion on
our consolidated financial statements for the year ended
                                       3
<PAGE>

April 30, 2001 that included an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern.

We will continue to need money to fund future operations, and we are not sure we
can obtain additional financing.

We cannot assure you that we will be able to achieve our goals without raising
additional capital. We cannot assure you that we will be able to raise the
additional capital. Even if additional capital is obtained, we cannot assure you
that we will be able to achieve our goals with additional capital, or that any
new capital, if available, will be on terms favorable to us.

We manufacture food products that are sold primarily to schools and the
military. If tastes change, our products may become less attractive.

We manufacture and market packaged, single-serving meals and sell them to
institutional food service providers, primarily schools and the military.
Consumer preferences for these products may change. There can be no assurance
that acceptance of our products will continue at current levels or increase in
the future. A significant shift in demand away from our products or failure to
maintain our current market position would have a material adverse effect on our
business, financial condition, results of operations and cash flows.

We depend on two contract manufacturers to package and box our products. If we
lose the services of these manufacturers, it could have a material adverse
effect on our business.

We currently rely and expect to continue to rely on two contract manufacturers,
or co-packers, for packaging and boxing the meals we produce for school and
military distribution. If our co-packers became unable or unwilling to produce
and ship our products in a timely manner or to produce sufficient quantities to
support demand for our products, we would have to identify and qualify new
co-packers. We cannot assure you that we would be able to identify and qualify
new co-packers in a timely manner or that such co-packers would allocate
sufficient capacity to the Company in order to meet our requirements. If we were
to lose our co-packers and were unable to identify and qualify new co-packers in
a timely manner, it would affect our ability to make timely deliveries of our
products. Any significant delay in shipments of our products would have a
material adverse effect on our business, financial condition, results of
operations and cash flows.

We are in a highly competitive industry and we cannot assure you that we can
compete successfully in it.

We are in a highly competitive industry. Competition in the food service
industry focuses on product quality, taste and appearance, nutrition, breadth of
product offerings, customer service and price. Many of our competitors have
substantially greater financial,

                                       4
<PAGE>

marketing and other resources than we have. To the extent that we are unable to
compete successfully against our existing and future competitors, our business,
operating results and financial condition would be materially adversely
affected.

We may not be able to adequately protect our trade secrets and other proprietary
rights.

Our recipes and certain manufacturing processes constitute proprietary
information and are important to our success and competitive position.
Accordingly, we seek to establish and protect our trade secrets and other
proprietary rights. However, the actions we take may not be sufficient to
prevent imitation of our products by others. We are also at risk from claims
that we have violated the trade secrets and proprietary rights of others.

Our products must comply with government standards. If these standards are
changed substantially, we may not be able to cost-effectively produce our
products.

While we are not required to obtain direct government approval of our products,
all meals served pursuant to the National School Lunch Program must meet minimum
standards, and all products produced for the military must meet the requirements
of the service branch ordering the products. We have developed our products to
meet these minimum standards using the guidelines provided to us. However, if
these guidelines are changed substantially, compliance with the revised
guidelines may make our products too costly to produce.

The elimination of certain government-sponsored programs would have an adverse
impact on our business.

The National School Lunch Program, the Commodity School Program, and other
government-sponsored school breakfast and lunch programs are central to our
business strategy. The elimination of these programs would have a materially
adverse effect on our business, operating results and financial condition.

Currently we are dependent upon a few large customers. If we lose those
customers, it would have an adverse impact on our business.

We had two major customers in the fiscal year ended April 30, 2001, which
accounted for a total of 25.4% of the revenues we earned from sales of our
products. While we are attempting to grow our customer base, if we were to lose
our large customers at this stage in our development it would have a materially
adverse effect on our business, operating results and financial condition.

We could be subject to product liability claims.

The sale of food products for human consumption involves the risk of injury to
consumers as a result of tampering by unauthorized third parties, product
contamination or spoilage. Even though the ingredients included in our products
come from third-party manufacturers who, we believe, manufacture the ingredients
in material compliance with

                                       5
<PAGE>

all applicable laws and regulations, we cannot assure you that consumption of
our products will not cause a health-related illness in the future or that we
will not be subject to claims or lawsuits relating to such matters. We maintain
product liability insurance in an amount that we believe to be adequate.
However, we cannot assure you that we will not incur claims or liabilities for
which we are not insured or that exceed the amount of our insurance coverage or
that we will be able to maintain adequate insurance.

Our revenues and results of operations fluctuate as a result of many factors,
therefore, an investor cannot look at the results of a single quarter to predict
what will happen in future quarters.

Our revenues and results of operations decrease during the summer months, when
there is a decrease in the student population. We cannot assure you that we will
be able to adjust our expenses on a short-term basis to minimize the effect of
these fluctuations in revenues.

Our quarterly results of operations have fluctuated in the past and will
fluctuate in the future based on many factors in addition to seasonality. These
factors include fluctuations in the general economy, increased competition,
changes in operating expenses, the size and timing of customer orders, new
product introductions, changes in customer preferences and market acceptance of
new products. Many of these factors are outside of our control. Due to these and
many unforeseen factors, it is likely that in some future quarter our operating
results will be below the expectations of market analysts and investors. In this
event, the price of our common stock would likely be materially adversely
affected.

We have not paid dividends in the past, and we do not anticipate paying
dividends in the near future.

We have not paid any dividends on our common stock to date and we do not
anticipate declaring or paying any dividends in the foreseeable future. To the
extent that income is derived from our operations, it is likely that it will be
used entirely to fund growth, rather than being distributed to our shareholders.
The timing and payment of any other distributions are left entirely to the
discretion of our Board of Directors.

We are dependent on certain key personnel, the loss of whom could adversely
affect our business.

Our success is largely dependent upon the personal efforts and abilities of our
executive officers. The loss of the services of one or more of our executive
officers could have a material adverse effect on our business, results of
operations and financial condition.

                                       6
<PAGE>

We have the ability to issue additional shares of our common stock without
asking for shareholder approval, which could cause your investment to be
diluted.

Our Articles of Incorporation currently authorize the Board of Directors to
issue up to 200,000,000 shares of common stock. The power of the Board of
Directors to issue shares of common stock or warrants to purchase shares of
common stock is generally not subject to shareholder approval. Accordingly, any
additional issuance of our common stock may have the effect of further diluting
your investment.

If you purchase the common stock we are offering, the value of your purchase
will be immediately diluted.

You will experience immediate and substantial dilution in the net tangible book
value of the shares of common stock that you purchase.

Transactions in our common stock are subject to the "penny stock" regulations,
which may make it more difficult to sell.

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. If the Company's securities become subject to the penny stock
rules, investors in this offering may find it more difficult to sell their
securities.

                                       7
<PAGE>

                                 USE OF PROCEEDS

The selling shareholders will receive all of the proceeds from the sale of the
common stock offered. We will not receive any of the proceeds from the sale.


                  SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

All of the common shares registered for sale under this prospectus will be owned
prior to the offer and sale of such shares by our employees, officers,
directors, consultants and/or advisors (the "selling shareholders"). All of the
shares owned by the selling shareholders will be acquired by them pursuant to
the Dippy Foods, Inc. 2000 Equity Incentive Plan. The names of many of the
selling shareholders are not yet known. This prospectus will be supplemented at
a later date to add the names and the amounts of securities to be reoffered as
they become known.

We are registering the common shares covered by this prospectus for the selling
shareholders. As used in this prospectus, "selling shareholders" includes the
pledgees, donees, transferees or others who may later hold the selling
shareholders' interests. We will pay the costs and fees of registering the
common shares, but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the common shares.

A selling shareholder may offer his or her common shares to or through brokers
and dealers and underwriters selected by the selling shareholders from time to
time. In addition, the common shares may be offered for sale through the
over-the-counter bulletin board, through a market maker, in one or more private
transactions, or a combination of such methods of sale, at prices and on terms
then prevailing or at negotiated prices. Each selling shareholder may pledge all
or a portion of the common shares owned by him or her as collateral in loan
transactions. Upon default by any such selling shareholder, the pledgee in such
loan transaction would have the same rights of sale as such selling shareholder
under this prospectus. Each selling shareholder may also transfer common shares
owned by him or her in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer
without consideration, and upon any such transfer the transferee would have the
same rights of sale as such selling shareholder under this prospectus. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 of the Securities Act of 1933 may be sold under Rule 144
rather than pursuant to this prospectus.

Additional information related to the selling shareholders and any material
change in the plan of distribution will be provided in one or more supplemental
prospectuses.

The following table sets forth the names of the selling shareholders who may
sell their shares pursuant to this prospectus. The selling shareholders have, or
within the past three years have had, positions, offices or other material
relationships with us or with our predecessors or affiliates.

                                       8
<PAGE>

The following table also sets forth certain information as of the date of this
prospectus, to the best of our knowledge, regarding the ownership of our common
stock by the selling shareholders and as adjusted to give effect to the sale of
all the common stock offered by the selling shareholders pursuant to this
prospectus.

<TABLE>
<CAPTION>

                                   Shares                                   Shares         Percentage Owned
          Selling              held before the      Shares being        held after the         after the
        Shareholder               Offering             Offered             Offering            Offering
<S>                            <C>                  <C>                 <C>                <C>
Erick E. Richardson, Jr.         1,291,996           1,291,996                 0                  0%

           TOTAL                 1,291,996           1,291,996                 0                  0%

</TABLE>

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

Pollet & Richardson will give an opinion regarding certain legal matters in
connection with this offering of our securities. Erick E. Richardson is the
majority shareholder of Pollet & Richardson. Mr. Richardson owns a total of
1,291,996 shares of the Company's common stock. Furthermore, Mr. Richardson has
been granted an option to purchase an additional 800,000 shares of the Company's
common stock at $ .03825 per share.

                                MATERIAL CHANGES

Dismissal of Legal Proceedings

On March 16, 2001 the Company resolved a dispute with its former co-packer
regarding two invoices totaling $49,620. The settlement did not require the
payment of money to the co-packer. After the settlement was entered into, the
co-packer filed a complaint against the Company relating to the settled dispute.
The court dismissed the complaint on the basis that a settlement agreement
between the parties prevented the co-packer from prosecuting a lawsuit relating
to the matter. In January 2002, the case was settled in favor of the Company for
$80,000.

Resignation of Ira Hermann from Board of Directors

On August 14 2001, Mr. Ira Hermann resigned from the Company's Board of
Directors, although Mr. Hermann continues to serve on the Advisory Board
established in conjunction with the Company's acquisition of Americas Favorite
Food Corp. in May 2001.

                                       9
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement on Form S-8 that we filed
with the Securities and Exchange Commission (the "SEC"). We omitted certain
information in the Registration Statement from this prospectus in accordance
with the rules of the SEC. We file annual, quarterly and special reports, proxy
statements and other information with the SEC. You can inspect and copy the
Registration Statement as well as reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You
can obtain copies from the Public Reference Room of the SEC at 450 Fifth Street
, N.W., Washington, D.C. 20549 if you pay certain fees. You can call the SEC at
1-800-732-0330 for further information about the operation of the Public
Reference Room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. Our common stock is quoted on the over-the-counter
bulletin board operated by the National Association of Securities Dealers under
the symbol "DPPI.OB".

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" certain of our publicly-filed
documents into this prospectus, which means that information included in these
documents is considered part of this prospectus. Information that we file with
the SEC subsequent to the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended.

          The following documents filed with the SEC are incorporated by
reference into this prospectus:

               (a)  The Annual Report on Form 10-KSB for the fiscal year ended
April 30, 2001, filed with the Securities and Exchange Commission (the
"Commission") on August 15, 2001, which contains audited consolidated financial
statements for the most recent fiscal year for which such statements have been
filed.

               (b)  The Quarterly Report on Form 10-QSB for the quarter ended
July 31, 2001, filed with the Commission on September 19, 2001.

               (c)  The Quarterly Report on Form 10-QSB for the quarter ended
October 31, 2001, filed with the Commission on January 4, 2002.


                                       10
<PAGE>

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in this prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed documents which is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus or the prospectus supplement.

We will provide without charge to you, on written or oral request, a copy of any
or all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents, except for exhibits that are incorporated by
reference). You should direct any requests for documents to Mr. Munjit Johal at
10554 Progress Way, Suite K, Cypress, California 90630, telephone (714)
816-0150.

                                       11
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents are hereby incorporated by reference
into this Registration Statement:

                  (a)    The Annual Report on Form 10-KSB for the fiscal year
ended April 30, 2001, filed by the Registrant with the Securities and Exchange
Commission (the "Commission") on August 15, 2001, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

                  (b)    The Quarterly Report on Form 10-QSB for the quarter
ended July 31, 2001, filed by the Registrant with the Commission on September
19, 2001.

                  (c)    The Quarterly Report on Form 10-QSB for the quarter
ended October 31, 2001, filed by the Registrant with the Commission on January
4, 2002.

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

Item 4.           Description of Securities.

                  Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

                  Pollet & Richardson will give an opinion regarding certain
legal matters in connection with this offering of our securities. Erick E.
Richardson is the majority shareholder of Pollet & Richardson. Mr. Richardson
owns a total of 1,291,996 shares of the Company's common stock. Furthermore, Mr.
Richardson has been granted an option to purchase an additional 800,000 shares
of the Company's common stock at $ .03825 per share.

                                       12
<PAGE>

Item 6.           Indemnification of Directors and Officers.

                  Pursuant to its bylaws, the Registrant shall indemnify its
directors and officers from any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the extent that indemnification is
legally permissible under the laws of Nevada. Pursuant to the Registrant's
Articles of Incorporation, no director or officer shall have any personal
liability to the Company or its stockholders for damages for breach of fiduciary
duty as a director or officer. This provision does not eliminate or limit the
liability of a director or officer for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or the payment of
dividends in violation of the Nevada Revised Statutes. The directors may cause
the Registrant to buy and maintain insurance on behalf of any person who is or
was a director or officer of the Registrant.

                  Pursuant to section 78.7502 of the Nevada Revised Statutes, to
the extent that a director or officer has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2 of that section, the Registrant must indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

Item 7.           Exemption From Registration Claimed.

                  1,291,996 shares of our common stock were issued to Erick E.
Richardson for legal services provided to the Registrant not in connection with
the offer or sale of securities in a capital raising transaction. These shares
were issued pursuant to section 4(2) of the Securities Act of 1933.

Item 8.           Exhibits.

                  4.1    Certificate of Incorporation, as amended.
                  4.2    Bylaws
                  5.     Opinion regarding legality
                  23.1   Consent of BDO Seidman LLP
                  23.2   Consent of Pollet & Richardson (included in Exhibit 5)
                  99.    Dippy Foods, Inc. 2000 Equity Incentive Plan

Item 9.           Undertakings.

                  (a)    The undersigned Registrant hereby undertakes (1) to
file, during any period in which offers or sales are being made, a post-
effective amendment to 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

                                       13
<PAGE>

offering thereof; (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (b)    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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 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 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
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cypress, State of California, on this 15th day of
January, 2002.

                                      Dippy Foods, Inc.



                                      By:/s/ Jon Stevenson,
                                         __________________________________
                                         Jon Stevenson, President

                                       14
<PAGE>

         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 date indicated:



Dated:  January 15, 2002             /s/ Jon Stevenson
                                     _____________________________________
                                     Jon Stevenson, Director and President



Dated:  January 15, 2002             /s/ Munjit Johal
                                     __________________________________________
                                     Munjit Johal, Director and Chief Financial
                                     Officer

                                       15
<PAGE>

                                INDEX TO EXHIBITS

Exhibit Number    Description

4.1               Certificate of Incorporation, as amended(1)
4.2               Bylaws(1)
5.                Opinion regarding legality
23.3              Consent of BDO Seidman LLP
23.4              Consent of Pollet & Richardson (included in Exhibit 5)
99.               Dippy Foods, Inc. 2000 Equity Incentive Plan


(1)       Incorporated by reference from the registration statement filed on
Form 10-SB with the Securities & Exchange Commission on April 17, 2000, file
number 000-30812.

                                       16
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{"company-data": {"conformed-name": "DIPPY FOODS INC", "cik": "0001080033", "assigned-sic": "2000", "irs-number": "330764587", "state-of-incorporation": "NV", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76740", "film-number": "2509569"}, "business-address": {"street1": "1161 NORTH KNOLLWOOD CIRCLE", "city": "ANAHEIM", "state": "CA", "zip": "92801", "phone": "7148160150"}, "mail-address": {"street1": "1161 KNOLLWOOD CIRCLE", "city": "ANAHEIM", "state": "CA", "zip": "92801"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                               DIPPY FOODS, INC.
            (Exact name of registrant as specified in its charter)

        Nevada                                           33-0764587
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

         10554 Progress Way, Suite K
             Cypress, California                                    90630
  (Address of principal executive offices)                       (Zip Code)

                 Dippy Foods, Inc. 2000 Equity Incentive Plan
                           (Full title of the plan)

                                 Jon Stevenson
                          10554 Progress Way, Suite K
                           Cypress, California 90630
                    (Name and address of agent for service)

                                (714) 816-0150
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
                                               Proposed maximum      Proposed maximum
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of
   to be registered        registered(1)           share(2)              price(2)         registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
----------------------- --------------------- -------------------- --------------------- --------------------
 Common Stock                8,500,000               $0.04               $340,000              $81.26
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock option plan described
herein as the result of any future stock split, stock dividend or similar
adjustment of the Registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and low
prices reported on January 10, 2002, as reported on the OTC Electronic Bulletin
Board.
DIPPY FOODS, INC.

                       8,500,000 Shares of Common Stock

      Issued Pursuant to the Dippy Foods, Inc. 2000 Equity Incentive Plan

===============================================================================

This re-offer prospectus covers the offering of 8,500,000 shares of Dippy Foods,
Inc. common stock issued pursuant to the Dippy Foods, Inc. 2000 Equity Incentive
Plan. Our common stock is quoted on the "over-the-counter bulletin board"
operated by the National Association of Securities Dealers under the symbol
"DPPI.OB". On January 10, 2002, the last reported sale price of our common stock
was $ .04 per share.

An investment in our securities involves a high degree of risk. You should
purchase our securities only if you can afford a complete loss of your
investment. See "Risk Factors" beginning at page 2.

===============================================================================

Neither the Securities & Exchange Commission nor any state securities commission
has approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

                 The date of this prospectus is January 15, 2002
DIPPY FOODS, INC.
                               Table of Contents

Item                                                        Page

Forward Looking Statements                                    1
Risk Factors                                                  3
Use of Proceeds                                               8
Selling Security Holders and Plan of Distribution             8
Interests of Named Experts and Counsel                        9
Material Changes                                              9
Where You Can Find More Information                          10
Incorporation of Certain Documents by Reference              10
FORWARD LOOKING STATEMENTS

This prospectus, including all documents incorporated by reference, includes
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements other than statements of historical facts included in this
prospectus, including statements in the section entitled "Risk Factors"
regarding our financial position, business strategy, and the plans and
objectives of our management for future operations, are forward-looking
statements. These statements are based upon our interpretation and analysis of
trends in our industry, especially as they relate to the expansion of the
National School Breakfast and After School Snack Programs.

Important factors that could cause actual results to differ materially from our
expectations include:

     .    our failure to successfully commercialize our products;

     .    competition and technological change;

     .    regulations or policies set by various government agencies affecting
          our business;

     .    market acceptance of, and the level of demand for, our products;

     .    changes in general economic and business conditions;

     .    changes in our business strategies;

     .    our ability to keep at current levels or decrease our selling and
          administrative costs;

and other factors that are disclosed in the section entitled "Risk Factors" and
elsewhere in this prospectus. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by this section.

We typically identify forward-looking statements by using terms such as "may,"
"will," "should," "could," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential," or "continue" or similar words, although we
express some forward-looking statements differently. You should consider
carefully the statements under "Risk Factors" and other sections of this
prospectus, which address additional factors that could cause actual events to
differ from those suggested in the forward-looking statements.

                               GENERAL INFORMATION

We were incorporated as Sweetbrier Corporation under the laws of Nevada on
February 23, 1998 for the purpose of developing mineral properties. Sweetbrier
Corporation abandoned its mining claims and changed its name to Dippy Foods,
Inc. on September 17, 1998, upon entering into an agreement of acquisition with
Dippy Foods, Inc., a California corporation in the business of developing,
processing and distributing

                                       1
packaged dipping foods for snacks, school lunch programs, and disaster relief
programs. Our principal executive offices are located at 10554 Progress Way,
Suite K, Cypress, California 90630, our telephone number is (714) 816-0150 and
our website can be found at http:\\www.dippyfoods.com.

                                       2
RISK FACTORS

Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock. While we have described all risks and
uncertainties that we believe are material to our business, other risks and
uncertainties that affect our business operations may arise or become material
in the future.

If we cannot address the following risks and uncertainties effectively, our
business, financial condition or results of operations could be materially and
adversely affected. In this event, the trading price of our common stock could
decline and you could lose all or a part of your investment.

This prospectus also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in the forward-looking statements as a result of several factors, including the
risks and uncertainties described below and elsewhere in this prospectus.

We have only a short operating history, and we are subject to all the risks
associated with the development of a business.

Our operating subsidiary, Dippy Foods, Inc. (California) was formed in May 1997
and began its operations in January 1998. Consequently, we have a limited
operating history and limited combined historical financial information upon
which investors may base their evaluation of us. We are subject to all of the
risks, expenses and difficulties encountered by companies in their early stages
of development, including a shortage of operating capital.

We have a history of losses, and we cannot assure you that we will ever become
profitable.

As of October 31, 2001, we had an accumulated deficit of $2,276,450, negative
working capital of $867,627, a stockholders' deficit of $345,628, and we
incurred a net loss of $442,211 for the six months ended October 31, 2001. We
cannot assure you that we will achieve or sustain profitability. Future results
will depend on many factors, including demand for our products, the level of
competition maintained in the industry we serve and the ability of management to
effectively manage our business. Our independent auditors issued an opinion on
our consolidated financial statements for the year ended
                                       3
April 30, 2001 that included an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern.

We will continue to need money to fund future operations, and we are not sure we
can obtain additional financing.

We cannot assure you that we will be able to achieve our goals without raising
additional capital. We cannot assure you that we will be able to raise the
additional capital. Even if additional capital is obtained, we cannot assure you
that we will be able to achieve our goals with additional capital, or that any
new capital, if available, will be on terms favorable to us.

We manufacture food products that are sold primarily to schools and the
military. If tastes change, our products may become less attractive.

We manufacture and market packaged, single-serving meals and sell them to
institutional food service providers, primarily schools and the military.
Consumer preferences for these products may change. There can be no assurance
that acceptance of our products will continue at current levels or increase in
the future. A significant shift in demand away from our products or failure to
maintain our current market position would have a material adverse effect on our
business, financial condition, results of operations and cash flows.

We depend on two contract manufacturers to package and box our products. If we
lose the services of these manufacturers, it could have a material adverse
effect on our business.

We currently rely and expect to continue to rely on two contract manufacturers,
or co-packers, for packaging and boxing the meals we produce for school and
military distribution. If our co-packers became unable or unwilling to produce
and ship our products in a timely manner or to produce sufficient quantities to
support demand for our products, we would have to identify and qualify new
co-packers. We cannot assure you that we would be able to identify and qualify
new co-packers in a timely manner or that such co-packers would allocate
sufficient capacity to the Company in order to meet our requirements. If we were
to lose our co-packers and were unable to identify and qualify new co-packers in
a timely manner, it would affect our ability to make timely deliveries of our
products. Any significant delay in shipments of our products would have a
material adverse effect on our business, financial condition, results of
operations and cash flows.

We are in a highly competitive industry and we cannot assure you that we can
compete successfully in it.

We are in a highly competitive industry. Competition in the food service
industry focuses on product quality, taste and appearance, nutrition, breadth of
product offerings, customer service and price. Many of our competitors have
substantially greater financial,

                                       4
marketing and other resources than we have. To the extent that we are unable to
compete successfully against our existing and future competitors, our business,
operating results and financial condition would be materially adversely
affected.

We may not be able to adequately protect our trade secrets and other proprietary
rights.

Our recipes and certain manufacturing processes constitute proprietary
information and are important to our success and competitive position.
Accordingly, we seek to establish and protect our trade secrets and other
proprietary rights. However, the actions we take may not be sufficient to
prevent imitation of our products by others. We are also at risk from claims
that we have violated the trade secrets and proprietary rights of others.

Our products must comply with government standards. If these standards are
changed substantially, we may not be able to cost-effectively produce our
products.

While we are not required to obtain direct government approval of our products,
all meals served pursuant to the National School Lunch Program must meet minimum
standards, and all products produced for the military must meet the requirements
of the service branch ordering the products. We have developed our products to
meet these minimum standards using the guidelines provided to us. However, if
these guidelines are changed substantially, compliance with the revised
guidelines may make our products too costly to produce.

The elimination of certain government-sponsored programs would have an adverse
impact on our business.

The National School Lunch Program, the Commodity School Program, and other
government-sponsored school breakfast and lunch programs are central to our
business strategy. The elimination of these programs would have a materially
adverse effect on our business, operating results and financial condition.

Currently we are dependent upon a few large customers. If we lose those
customers, it would have an adverse impact on our business.

We had two major customers in the fiscal year ended April 30, 2001, which
accounted for a total of 25.4% of the revenues we earned from sales of our
products. While we are attempting to grow our customer base, if we were to lose
our large customers at this stage in our development it would have a materially
adverse effect on our business, operating results and financial condition.

We could be subject to product liability claims.

The sale of food products for human consumption involves the risk of injury to
consumers as a result of tampering by unauthorized third parties, product
contamination or spoilage. Even though the ingredients included in our products
come from third-party manufacturers who, we believe, manufacture the ingredients
in material compliance with

                                       5
all applicable laws and regulations, we cannot assure you that consumption of
our products will not cause a health-related illness in the future or that we
will not be subject to claims or lawsuits relating to such matters. We maintain
product liability insurance in an amount that we believe to be adequate.
However, we cannot assure you that we will not incur claims or liabilities for
which we are not insured or that exceed the amount of our insurance coverage or
that we will be able to maintain adequate insurance.

Our revenues and results of operations fluctuate as a result of many factors,
therefore, an investor cannot look at the results of a single quarter to predict
what will happen in future quarters.

Our revenues and results of operations decrease during the summer months, when
there is a decrease in the student population. We cannot assure you that we will
be able to adjust our expenses on a short-term basis to minimize the effect of
these fluctuations in revenues.

Our quarterly results of operations have fluctuated in the past and will
fluctuate in the future based on many factors in addition to seasonality. These
factors include fluctuations in the general economy, increased competition,
changes in operating expenses, the size and timing of customer orders, new
product introductions, changes in customer preferences and market acceptance of
new products. Many of these factors are outside of our control. Due to these and
many unforeseen factors, it is likely that in some future quarter our operating
results will be below the expectations of market analysts and investors. In this
event, the price of our common stock would likely be materially adversely
affected.

We have not paid dividends in the past, and we do not anticipate paying
dividends in the near future.

We have not paid any dividends on our common stock to date and we do not
anticipate declaring or paying any dividends in the foreseeable future. To the
extent that income is derived from our operations, it is likely that it will be
used entirely to fund growth, rather than being distributed to our shareholders.
The timing and payment of any other distributions are left entirely to the
discretion of our Board of Directors.

We are dependent on certain key personnel, the loss of whom could adversely
affect our business.

Our success is largely dependent upon the personal efforts and abilities of our
executive officers. The loss of the services of one or more of our executive
officers could have a material adverse effect on our business, results of
operations and financial condition.

                                       6
We have the ability to issue additional shares of our common stock without
asking for shareholder approval, which could cause your investment to be
diluted.

Our Articles of Incorporation currently authorize the Board of Directors to
issue up to 200,000,000 shares of common stock. The power of the Board of
Directors to issue shares of common stock or warrants to purchase shares of
common stock is generally not subject to shareholder approval. Accordingly, any
additional issuance of our common stock may have the effect of further diluting
your investment.

If you purchase the common stock we are offering, the value of your purchase
will be immediately diluted.

You will experience immediate and substantial dilution in the net tangible book
value of the shares of common stock that you purchase.

Transactions in our common stock are subject to the "penny stock" regulations,
which may make it more difficult to sell.

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. If the Company's securities become subject to the penny stock
rules, investors in this offering may find it more difficult to sell their
securities.

                                       7
USE OF PROCEEDS

The selling shareholders will receive all of the proceeds from the sale of the
common stock offered. We will not receive any of the proceeds from the sale.

                  SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

All of the common shares registered for sale under this prospectus will be owned
prior to the offer and sale of such shares by our employees, officers,
directors, consultants and/or advisors (the "selling shareholders"). All of the
shares owned by the selling shareholders will be acquired by them pursuant to
the Dippy Foods, Inc. 2000 Equity Incentive Plan. The names of many of the
selling shareholders are not yet known. This prospectus will be supplemented at
a later date to add the names and the amounts of securities to be reoffered as
they become known.

We are registering the common shares covered by this prospectus for the selling
shareholders. As used in this prospectus, "selling shareholders" includes the
pledgees, donees, transferees or others who may later hold the selling
shareholders' interests. We will pay the costs and fees of registering the
common shares, but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the common shares.

A selling shareholder may offer his or her common shares to or through brokers
and dealers and underwriters selected by the selling shareholders from time to
time. In addition, the common shares may be offered for sale through the
over-the-counter bulletin board, through a market maker, in one or more private
transactions, or a combination of such methods of sale, at prices and on terms
then prevailing or at negotiated prices. Each selling shareholder may pledge all
or a portion of the common shares owned by him or her as collateral in loan
transactions. Upon default by any such selling shareholder, the pledgee in such
loan transaction would have the same rights of sale as such selling shareholder
under this prospectus. Each selling shareholder may also transfer common shares
owned by him or her in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer
without consideration, and upon any such transfer the transferee would have the
same rights of sale as such selling shareholder under this prospectus. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 of the Securities Act of 1933 may be sold under Rule 144
rather than pursuant to this prospectus.

Additional information related to the selling shareholders and any material
change in the plan of distribution will be provided in one or more supplemental
prospectuses.

The following table sets forth the names of the selling shareholders who may
sell their shares pursuant to this prospectus. The selling shareholders have, or
within the past three years have had, positions, offices or other material
relationships with us or with our predecessors or affiliates.

                                       8
The following table also sets forth certain information as of the date of this
prospectus, to the best of our knowledge, regarding the ownership of our common
stock by the selling shareholders and as adjusted to give effect to the sale of
all the common stock offered by the selling shareholders pursuant to this
prospectus.
Shares                                   Shares         Percentage Owned
          Selling              held before the      Shares being        held after the         after the
        Shareholder               Offering             Offered             Offering            Offering
Erick E. Richardson, Jr.         1,291,996           1,291,996                 0                  0%

           TOTAL                 1,291,996           1,291,996                 0                  0%
INTERESTS OF NAMED EXPERTS AND COUNSEL

Pollet & Richardson will give an opinion regarding certain legal matters in
connection with this offering of our securities. Erick E. Richardson is the
majority shareholder of Pollet & Richardson. Mr. Richardson owns a total of
1,291,996 shares of the Company's common stock. Furthermore, Mr. Richardson has
been granted an option to purchase an additional 800,000 shares of the Company's
common stock at $ .03825 per share.

                                MATERIAL CHANGES

Dismissal of Legal Proceedings

On March 16, 2001 the Company resolved a dispute with its former co-packer
regarding two invoices totaling $49,620. The settlement did not require the
payment of money to the co-packer. After the settlement was entered into, the
co-packer filed a complaint against the Company relating to the settled dispute.
The court dismissed the complaint on the basis that a settlement agreement
between the parties prevented the co-packer from prosecuting a lawsuit relating
to the matter. In January 2002, the case was settled in favor of the Company for
$80,000.

Resignation of Ira Hermann from Board of Directors

On August 14 2001, Mr. Ira Hermann resigned from the Company's Board of
Directors, although Mr. Hermann continues to serve on the Advisory Board
established in conjunction with the Company's acquisition of Americas Favorite
Food Corp. in May 2001.

                                       9
WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement on Form S-8 that we filed
with the Securities and Exchange Commission (the "SEC"). We omitted certain
information in the Registration Statement from this prospectus in accordance
with the rules of the SEC. We file annual, quarterly and special reports, proxy
statements and other information with the SEC. You can inspect and copy the
Registration Statement as well as reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You
can obtain copies from the Public Reference Room of the SEC at 450 Fifth Street
, N.W., Washington, D.C. 20549 if you pay certain fees. You can call the SEC at
1-800-732-0330 for further information about the operation of the Public
Reference Room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. Our common stock is quoted on the over-the-counter
bulletin board operated by the National Association of Securities Dealers under
the symbol "DPPI.OB".

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" certain of our publicly-filed
documents into this prospectus, which means that information included in these
documents is considered part of this prospectus. Information that we file with
the SEC subsequent to the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended.

          The following documents filed with the SEC are incorporated by
reference into this prospectus:

               (a)  The Annual Report on Form 10-KSB for the fiscal year ended
April 30, 2001, filed with the Securities and Exchange Commission (the
"Commission") on August 15, 2001, which contains audited consolidated financial
statements for the most recent fiscal year for which such statements have been
filed.

               (b)  The Quarterly Report on Form 10-QSB for the quarter ended
July 31, 2001, filed with the Commission on September 19, 2001.

               (c)  The Quarterly Report on Form 10-QSB for the quarter ended
October 31, 2001, filed with the Commission on January 4, 2002.

                                       10
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in this prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed documents which is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus or the prospectus supplement.

We will provide without charge to you, on written or oral request, a copy of any
or all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents, except for exhibits that are incorporated by
reference). You should direct any requests for documents to Mr. Munjit Johal at
10554 Progress Way, Suite K, Cypress, California 90630, telephone (714)
816-0150.

                                       11
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents are hereby incorporated by reference
into this Registration Statement:

                  (a)    The Annual Report on Form 10-KSB for the fiscal year
ended April 30, 2001, filed by the Registrant with the Securities and Exchange
Commission (the "Commission") on August 15, 2001, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

                  (b)    The Quarterly Report on Form 10-QSB for the quarter
ended July 31, 2001, filed by the Registrant with the Commission on September
19, 2001.

                  (c)    The Quarterly Report on Form 10-QSB for the quarter
ended October 31, 2001, filed by the Registrant with the Commission on January
4, 2002.

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

Item 4.           Description of Securities.

                  Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

                  Pollet & Richardson will give an opinion regarding certain
legal matters in connection with this offering of our securities. Erick E.
Richardson is the majority shareholder of Pollet & Richardson. Mr. Richardson
owns a total of 1,291,996 shares of the Company's common stock. Furthermore, Mr.
Richardson has been granted an option to purchase an additional 800,000 shares
of the Company's common stock at $ .03825 per share.

                                       12
Item 6.           Indemnification of Directors and Officers.

                  Pursuant to its bylaws, the Registrant shall indemnify its
directors and officers from any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the extent that indemnification is
legally permissible under the laws of Nevada. Pursuant to the Registrant's
Articles of Incorporation, no director or officer shall have any personal
liability to the Company or its stockholders for damages for breach of fiduciary
duty as a director or officer. This provision does not eliminate or limit the
liability of a director or officer for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or the payment of
dividends in violation of the Nevada Revised Statutes. The directors may cause
the Registrant to buy and maintain insurance on behalf of any person who is or
was a director or officer of the Registrant.

                  Pursuant to section 78.7502 of the Nevada Revised Statutes, to
the extent that a director or officer has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2 of that section, the Registrant must indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

Item 7.           Exemption From Registration Claimed.

                  1,291,996 shares of our common stock were issued to Erick E.
Richardson for legal services provided to the Registrant not in connection with
the offer or sale of securities in a capital raising transaction. These shares
were issued pursuant to section 4(2) of the Securities Act of 1933.

Item 8.           Exhibits.

                  4.1    Certificate of Incorporation, as amended.
                  4.2    Bylaws
                  5.     Opinion regarding legality
                  23.1   Consent of BDO Seidman LLP
                  23.2   Consent of Pollet & Richardson (included in Exhibit 5)
                  99.    Dippy Foods, Inc. 2000 Equity Incentive Plan

Item 9.           Undertakings.

                  (a)    The undersigned Registrant hereby undertakes (1) to
file, during any period in which offers or sales are being made, a post-
effective amendment to 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

                                       13
offering thereof; (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (b)    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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 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 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
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cypress, State of California, on this 15th day of
January, 2002.

                                      Dippy Foods, Inc.

                                      By:/s/ Jon Stevenson,
                                         __________________________________
                                         Jon Stevenson, President

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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 date indicated:

Dated:  January 15, 2002             /s/ Jon Stevenson
                                     _____________________________________
                                     Jon Stevenson, Director and President

Dated:  January 15, 2002             /s/ Munjit Johal
                                     __________________________________________
                                     Munjit Johal, Director and Chief Financial
                                     Officer

                                       15
INDEX TO EXHIBITS

Exhibit Number    Description

4.1               Certificate of Incorporation, as amended(1)
4.2               Bylaws(1)
5.                Opinion regarding legality
23.3              Consent of BDO Seidman LLP
23.4              Consent of Pollet & Richardson (included in Exhibit 5)
99.               Dippy Foods, Inc. 2000 Equity Incentive Plan

(1)       Incorporated by reference from the registration statement filed on
Form 10-SB with the Securities & Exchange Commission on April 17, 2000, file
number 000-30812.

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