UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
(APRIL 25, 2000)
INFOTOPIA, INC.
(FORMERLY DR. ABRAVANEL'S FORMULAS, INC.)
(Exact name of registrant as specified in its charter)
Nevada 000-25157 95-4685068
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
43 Taunton Green, 3rd Floor, Taunton, MA 02780
(Address of principal executive offices)
Registrant's telephone number, including area code (508) 884-8173
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 25, 2000, the Board of Directors of Dr. Abravanel's
Formulas, Inc. (DABV) approved a Plan of Exchange by which the
Company would acquire 100% of the outstanding stock in Infotopia,
Inc., in exchange for common stock of DABV. The exchange was also
approved by the Board of Directors and shareholders of Infotopia,
Inc. on the same day.
Infotopia was, at that time, presently a wholly-owned subsidiary
of National Boston Medical, Inc. ("NBMX"), a Nevada corporation.
NBMX, as the shareholder of Infotopia, Inc., shall receive a
total of 8,167,387 shares of DABV's common stock for the 100
shares of Infotopia, Inc. common stock that it held, representing
100% of the authorized common stock of Infotopia. The Plan of
Exchange was submitted and approved by the Board of Directors of
Infotopia and to the Board of Directors of NBMX, as shareholders
of the common stock of Infotopia, on the same day.
ITEM 5. OTHER EVENTS
On April 26, 2000, as a result of the Plan of Exchange, the
Company changed its name to Infotopia, Inc.
ITEM 6. RESIGNATIONS OF REGISTRANTS' DIRECTORS
On April 25, 2000, the Company accepted the resignation of Dr.
Abravanel as a member of the board of directors and as President
of the Company. Mr. Dan Hoyng was appointed to fill the vacancy
left by Mr. Abravanel's resignation.
On April 25, 2000, the Company also accepted the resignation of
Mr. Mark Delott as a member of the board of the directors and as
an officer of the Company. The remaining board member appointed
Mr. Ernie Zavoral to fill the vacancy left by Mr. Delott.
On April 25, 2000, the Company's Board decided to increase the
Board to three members and appointed Clinton Smith to fill the
vacancy created by the increase to three members.
On April 25, 2000, Mr. Dan Hoyng was appointed as Chief Executive
Officer, Mr. Ernie Zavoral was appointed as President, and Mr.
Marek Lozowicki was appointed as Secretary and Treasurer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a) Financial Statements of Dr. Abravanel's Formulas, Inc. for
the year ended February 29, 2000 are included herein.
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<S> <C>
February 29,
2000
Current Assets
Cash $ 2,838
Officer receivable 525
Samples and supplies 11,745
Total current assets 15,108
Other Assets
Deferred taxes receivable 9,810
Valuation allowance - Deferred taxes (9,810)
Total other assets -
Total Assets $ 15,108
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C>
Current liabilities:
Accounts payable and accrued liabilities $ -
Total current liabilities -
Shareholders' equity (note 3)
Common Stock, $.001 Par Value
authorized 40,000,000 share; 12,841,353
shares issued and outstanding 12,841
Paid in Capital 38,333
Accumulated deficit (36,066)
Total Equity 15,108
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 15,108
</TABLE>
See accompanying notes to financial statements.
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Year Ended February 29, 2000
and the Period from Inception (April 28, 1998) to February 29,
2000
<TABLE>
<S> < <C> < <C> < <C>
C C C
> > >
Period from Period from
Inception Inception
Year Ended (April 28, 1998) (April 28,
to 1998) to
February February 28, February 29,
29,
2000 1999 2000
Sales $ - $ -
Cost of sales - -
Gross profit - -
Costs and Expenses:
General administrative 8,307 26,714 22,231
Sample costs/product 1,045 - 13,835
Total Expenses 9,352 26,714 36,066
Net Loss (9,352) (36,066)
Income Tax Provision:
Deferred tax benefit (4,200) (5,610) -
Income tax benefit - 9,810 - -
reversal - allowance
Total income tax expense 5,610 (5,610) -
(benefit)
Net Loss $ $ (21,104) $ (36,066)
(14,962)
Net loss before income
taxes per share
(note 1 ) $ (0.01) $ (0.01)
Net loss per share (note $ (0.01) $ (0.01)
1)
Weighted average common
shares
(in thousands) (note1) 12,841 10,374
</TABLE>
See accompanying notes to financial statements.
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
STATEMENT OF SHAREHOLDER'S EQUITY
For the Year Ended February 29, 2000
and the Period from Inception (April 28, 1998) to February 29,
2000
<TABLE>
<S> <C <C> <C <C>
> >
Twelve Month Period from Inception
Period Ended (April 28,
1998) to
February 29,2000 February 29, 2000
Beginning Balance 62,107 -
Issuance of common stock:
10,000,000 shares on 4/28/98
(issued as
partial consideration for
product
formulas; valued at stock par 10,000
value)
25,000 shares on 6/15/98 250
53,500 shares on 6/15/98 8,025
100,000 shares on 7/10/98 15,000
10,000 shares on 7/16/98 100
40,000 shares on 7/16/98 6,000
135,000 shares on 7/23/98 1,350
233,461 shares on 7/23/98 35,019
27,500 shares on 7/30/98 275
33,500 shares on 7/30/98 5,025
25,000 shares on 8/18/98 250
81,667 shares on 8/18 98 12,250
750,000 shares on 8/20/98 750
60,600 shares on 8/21/98 9,090
100,000 shares on 8/21/98 1,000
137,500 shares on 8/25/98 1,375
173,000 shares on 8/25/98 25,950
750,000 shares on 8/26/98 750
40,000 shares on 8/31/98 400
10,000 shares on 9/4/98 1,500
55,625 shares on 9/18/98 10,500
Special distribution (19,475) (60,000)
Common stock offering costs (12,562) (33,685)
Net loss (14,962) (36,066)
Balance at February 29, 2000 15,108 15,108
</TABLE>
See accompanying notes to financial statements.
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year Ended February 29, 2000
And the Period from Inception (April 28, 1998) to February 29,
2000
<TABLE>
<S> < <C> < <C> < <C>
C C C
> > >
Year Ended Period from Period from
February Inception Inception
29, 2000 (April 28, (April 28,
1998) to 1998) to
February February
29, 2000 29, 2000
Cash Flows used in Operating
Activities:
Net loss $ $ (21,140) $ (36,066)
(14,962)
Adjustments to reconcile net
loss to net cash used in
operating
activities :
Valuation allowance to 5,610 (5,610) -
eliminate deferred tax asset
Net cash used by operating (9,352) (26,750) (36,066)
activities
Changes in Assets and
Liabilities:
Advance to officer (525) (525)
Increase (decrease) in prepaid 1,045 (12,790) (11,745)
supplies
Net cash used by operations (8,832) (12,790) (48,336)
Cash Flows from Financing
Activities:
Issuance of common stock - 134,859 134,859
Common stock offering costs (12,562) (21,123) (33,685)
Return of capital to founders (19,475) (30,525) (50,000)
Net cash (used) from financing (32,037) 83,211 51,174
activities
Net (decrease) increase in cash (40,869) 83,211 2,838
Cash, at Beginning of Period 43,707 - -
Cash, at End of Period $ 2,838 $ 43,707 $ 2,838
Supplemental Cash Flow
Disclosures:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non Cash Transactions:
On April 28, 1998, 10,000,000
shares of common stock
were issued to founders for $ 10,000
formulas contributed to the
Company.
</TABLE>
See accompanying notes to financial statements.
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1 - Nature of business and summary of significant accounting
policies
Nature of business - Dr. Abravanel's Formulas, Inc. was
incorporated on April 28, 1998, in the state of Nevada. The
Company was formed as a nutritional supplement development and
marketing corporation. The Company has developed products
specifically for the reduction or elimination of cravings in
people.
As a development stage company, management's efforts have been in
product development and marketing strategies.
Basis of presentation - The financial statements have been
prepared in conformity with generally accepted accounting
principals.
Inventories - Inventories, which at February 29,2000, consisted
primarily of production supplies, are stated at the lower of cost
or market determined on the first-in, first-out (FIFO) basis.
Intangibles - Start-up costs, research and development costs and
formula costs are charged to the expense in the period incurred.
Income taxes - The Company accounts for income taxes under the
provisions of SFAS No. 109, Accounting for Income Taxes (SFAS No.
109). Under the asset and liability method of SFAS No. 109,
deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS
No. 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date.
Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses
during the reporting period. Actual amounts could differ from
those estimates.
Per share information - Per share information has been computed
using the weighted average number of common shares outstanding
during the period.
Note 2 - Contract payable
Effective on April 28, 1998, the Company agreed to give
10,000,000 shares of common stock, with a par value of $10,000,
and $50,000 in cash. The stock was issued on April 28, 1998, and
the cash was paid in installments of $30,525 in 1998 and $19,475
in March 1999.
Note 3 - Shareholders equity
Voting rights and powers - Common stock shall be entitled to cast
thereon one (1) vote in person or by proxy for each share of the
common stock standing in his name.
Dividends and distributions -
a) Cash dividends - subject to the rights of holders of
preferred stock, holders of common stock shall be entitled
to receive such cash dividends as may be declared thereon by
the board of directors from time to time out of assets or
funds of the Corporation legally available thereof;
b) Other dividends and distributions - The board of
directors may issue shares of the common stock in the form
of a distribution or distributions pursuant to a stock
dividend or split-up of the shares of the common stock;
c) Other rights - Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be provided in
these Amended Articles of Incorporation, each share of the
common stock shall have identical powers, preferences and
rights, including rights in liquidation;
Preferred stock - The powers, preferences, rights,
qualifications, terms, limitations and restrictions pertaining to
the preferred stock, or any series thereof, shall be such as may
be fixed, from time to time, by the board of directors in its
sole discretion, authority to do so being hereby expressly vested
in the board.
Transfer restrictions - No sale, offer to sell, or transfer of
any common stock issued shall be made unless a registration
statement under the Federal Securities Act of 1933, as amended
with respect to such shares is then in effect or an exemption
from the registration requirements of said act is then in fact
applicable to said shares. In addition, all common stock issued
at $.01 (500,000 shares) may not be sold, offered for sale, or
transferred unless approved and authorized in writing by the
Company's board of directors.
Note 4 - Income Taxes
As of February 29, 2000, the company has available net operating
loss carryforwards of approximately $39,000. These carryforwards
will expire in the years 2014 and 2015. As of February 29, 2000,
the Company recognized a deferred tax asset amounting to $8,260
from its loss carryovers.
Note 5 - Contingencies
The Company is dependent on Dr. Elliot Abravanel for the
development and marketing of the Company's product line.
Note 6 - Private placement memorandum and filings with the SEC
As of February 29, 2000, 1,341,353 shares of common stock have
been issued through the Company's private placement offerings.
The Company has applied for and received the CUSIP number for the
or the Company's publicly traded shares. The Company, through its
sponsoring market maker Equitrade Securities, Inc., filed Form
211 on July 21, 1999, for listing its shares on the OTC
Electronic Bulletin Board. The Company has received two sets of
comments from OTC Bulletin Board examiners and responded to them.
The Company filed with SEC on December 10, 1998, and this filing
became effective February 8, 1999. The SEC has notified the
Company that all questions and comments have been cleared.
Note 7 - Equity Funding
The Company anticipates the need for additional capital to launch
its product line. Management may elect to sell additional equity,
debt or enter into partnerships to fund its financial needs.
Currently, the Company has developed its first product, ?Replen
100 for Vibrant Health", and has a limited inventory of this
product.
b) Financial Statements of Infotopia, Inc. will be filed by
amendment on or before July 9, 2000
c) Pro Forma Financial Information will be filed by amendment
on or before July 9, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Infotopia, Inc.
By:/s/ Dan Hoyng
Dan Hoyng, Chief Executive Officer
Date: May 10, 2000
