INFOTOPIA INC, SB-2/A, 2000-10-19

INFOTOPIA INC
SB-2/A, 2000-10-19
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 2000
REGISTRATION NO. 333-47448

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INFOTOPIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

218 TEARALL
RAYNHAM, MASSACHUSETTS 02767
(508) 884-9900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

COPIES TO:
JEFFREY A. RINDE, ESQ.
BONDY & SCHLOSS LLP
6 EAST 43RD STREET, 25TH FLOOR
NEW YORK, NEW YORK 10017
PHONE: (212) 661-3535
FAX: (212) 972-1677

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
<PAGE> 2
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is filed in a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement of the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
|TITLE OF EACH CLASS OF SECURITIES | AMOUNT TO BE | PROPOSED | PROPOSED | AMOUNT OF |
| TO BE REGISTERED | REGISTERED | MAXIMUM | MAXIMUM | REGISTRATION |
| | | OFFERING | AGGREGATE OFFERING | FEE (1) |
| | | PRICE PER UNIT | PRICE (1) | |
| | | (1) | | |
|-------------------------------------|------------------|------------------|---------------------|---------------|
|<S> | <C> | <C> | <C> | <C> |
|Common Stock registered on | 35,899,578 | $.51 | $18,308,785 | $4,840.25 |
|behalf of certain shareholders, par | Shares (1) | | | |
|value $.001 per share | | | | |
|-------------------------------------|------------------|------------------|---------------------|---------------|
| | | | | |
|Common Stock registered on | 28,353,625 | $.34 | $9,640,233 | $2,545.02 |
|behalf of certain shareholders, par | Shares | | | |
|value $.001 per share | | | | |
|-------------------------------------|------------------|------------------|---------------------|---------------|
|Total | 64,253,203 Shares| | $27,949,017 | $7,385.27 |
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based on the average of
the high and low prices of Infotopia, Inc. Common Stock as reported on
the Nasdaq Stock Market OTC Bulletin Board on October 16, 2000.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
<PAGE> 3
SUBJECT TO COMPLETION, DATED , 2000

PROSPECTUS

64,253,203 Shares of Common Stock

INFOTOPIA, INC.

Common Stock, Par Value $.001 Per Share

This prospectus covers the offer and sale of an estimated 64,253,203
shares of our common stock. The common stock is being offered and sold by
certain of our shareholders.

The selling shareholders may without limitation offer their shares
of common stock for sale through public or private transactions, on or off the
United States exchanges, at prevailing market prices, or at privately negotiated
prices. See "Plan of Distribution." The Company will bear all expenses in
connection with the preparation of this prospectus.

THE PROCEEDS AND DETERMINING THE OFFERING PRICE

All proceeds from the sale of the common stock under this prospectus
will go to the selling shareholders. The Company will not receive any proceeds
from sales of the common stock offered by the selling shareholders.

Our common stock is currently traded on the Nasdaq Stock Market OTC
Bulletin Board under the symbol "IFTP." On October 16, 2000, the last reported
sales price of a share of Infotopia common stock was $.34 per share.

INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is ______, 2000.
<PAGE> 4
TABLE OF CONTENTS

<TABLE>
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Page
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<S> <C>
Where You Can Find More Information....................................... 2
Prospectus Summary........................................................ 2
Risk Factors.............................................................. 7
Use of Proceeds........................................................... 12
Selling Shareholders...................................................... 12
Plan of Distribution...................................................... 14
Legal Matters............................................................. 50
Experts................................................................... 50
</TABLE>

THIS PROSPECTUS IS A PART OF A REGISTRATION STATEMENT WE FILED WITH THE
SEC. YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN
ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THE DOCUMENT.

WHERE CAN YOU FIND MORE INFORMATION

We file annual, quarterly and special reports and other information
with the SEC. You may read and copy the documents we file at the SEC's public
reference room in Washington, D.C., New York, New York and Chicago, Illinois.
You can request copies of these documents by writing to the SEC and paying a fee
for the copying cost. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public at no cost from the SEC's Website at http://www.sec.gov.

PROSPECTUS SUMMARY

The following summarizes the business and operations of Infotopia, Inc.
(referred to in this prospectus as "we", "us", "Infotopia" or the "Company").
his summary is not complete and does not contain all of the information about us
or all of the information that you should consider before investing in our
common stock. You should read the entire prospectus carefully, including the
information under the caption "Risk Factors" and the information in the
financial statements and the notes to the financial statements that are included
in this prospectus. The securities offered by this prospectus involve a high
degree of risk. See "Risk Factors."

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THE COMPANY

Infotopia, Inc. was originally incorporated as Flex Marketing, Inc.
under the laws of the State of Ohio on September 11, 1997. In accordance with a
share exchange agreement executed on November 21, 1998 by and between National
Boston Medical, Inc. and Dr. Abravanel's Formulas, Inc., Flex Marketing was
acquired by National Boston Medical, Inc. Under the terms of the share exchange
agreement, 100% of the outstanding stock of Infotopia, Inc. was exchanged for
the common stock of Dr. Abravanel's Formulas, Inc. As a result of the share
exchange, Dr. Abravanel's Formulas, Inc. changed its name to Infotopia, Inc.

Infotopia is in the Direct Marketing business encompassing commercials,
infomercials, print media, radio and the World Wide Web. In order for Infotopia
to increase revenues significantly, it may be necessary to seek additional
capital to accomplish our business plan. Over the next twelve months, we will
require approximately $5,000,000 to fully execute our business plan. This will
be sufficient to continue ongoing operations including existing and future
projects. We expect to fund a portion of these funds from cash flow received
from product sales, with the balance coming from additional financing. Our
management is currently reviewing several financing opportunities and will
announce any developments as they occur. We realize that the life-blood of
Direct to Retail Marketing is new products. Therefore our product research and
development/marketing department is considered to be of key importance to our
future. New product ideas come from a variety of sources, including inventors,
suppliers, trade shows, industry conferences, strategic alliances with
manufacturing and consumer product companies. Currently, we have six (6) new
products in various stages of development, all suitable for the "Direct to
Retail" Marketing.

We do extensive research and market evaluation of each product in order
to determine if a product may be suited for direct response television and
subsequent marketing through non-infomercial distribution. Upon final acceptance
of the product, we obtain the rights to the products created by third parties
through various licensing arrangements generally involving royalties related to
sales of the product. We also obtain the rights to sell products, which have
already been developed, manufactured and marketed through infomercials produced
by other companies. We generally seek exclusive worldwide rights to all products
in all means of distribution. These include the successful Backstroke Back
Massager that was launched in November of 1998 and has been sold in both
domestic and international markets.

On June 26, 2000, we acquired exclusive rights to market the Torso
Tiger Ab machine. Since February 2000, the Torso Tiger has produced between
$800,000 to $1,000,000 per week in gross sales revenue. The Torso Tiger
infomercial was rated the sixth most successful infomercial running during the
month of April 2000 by Infomercial Monitoring, Inc. based on the frequency of
airings in the United States. Infotopia is completing final edits of the Body
Rocker total body work out machine. We expect to complete the edits during the
fourth quarter of this year. In addition, we are completing a new diet show that
is expected to be aired before the end of the fourth quarter. We are projecting
revenues in these new products and additional projected

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launches in the coming year to help us achieve our goal of $54,000,000 in sales
revenue for the end of fiscal 2001.

We plan to hire five (5) new employees within the next 12 months. Any
significant increase in demand for customer support and sales may require adding
further employees. Our goal is to become a leader in Electronic Retailing,
specializing in Direct Response Television (DRTV). Electronic Retailing is the
use of any electronic media to present products to the consumer and provide a
means of purchasing. There are four characteristics of electronic retailing:

(i) Electronic media includes television, radio and the
Internet.

(ii) The message contains all information that the consumer
needs to make a buying decision.

(iii) There is a specific offer made to the consumer.

(iv) There is an appeal to the consumer to make an immediate
buying decision.

The success of the Backstroke was the result of trial and error and a
fast learning curve on the part of our management. Deciding that it is better to
learn from the mistakes of others, we undertook extensive research into the
electronic retailing industry. We analyzed the competition for its strengths and
weaknesses. "Why do some products succeed while others fail?" "Why do some
companies succeed while others fail?" We learned that the companies or products
that failed all shared some common traits:

Lack of new products
Inability to attract inventors
Poorly designed products
Insufficient cost containment

We realized that the current Direct Marketing paradigms needed to be
challenged and reinvented with the emphasis placed on the inventor. The inventor
is supported by a streamlined organization that is capable of marshaling the
skills and resources best suited to a particular inventor and product. Our
streamlined organization provides this new paradigm. Through strategic industry
alliances, we are able to offer a broad range of talent and expertise that would
be extremely expensive to offer inhouse. Our management has chosen to outsource
specialty functions to companies with experience and expertise in various areas
of "Direct Response to Retail Marketing." Through outsourcing, we are able to
multiply the company's ability to recruit inventors, attract new products, and
successfully launch multiple products.

PRODUCT LINE

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fitness, and recreation. We are currently direct marketing the Backstroker,
which has been highly successful among consumers and healthcare professionals
throughout the United States and abroad. Additional contracts and agreements
have been made with Designs by Dean and Torso Tiger, Inc. Based on the
particular product and profit potential, we will outsource portions of a product
launch or the entire product to other media production companies. Product
development is also underway for several products designed by Dean Tornabene for
launch in the fourth quarter of 2000, including the Body Rocker and the Fat
Fighter System. We are also actively pursuing and reviewing additional products
that may lend themselves well to this form of marketing.

The Backstroke is a body massager and health care device designed by a
chiropractic physician. The Backstroke provides valuable muscle stimulation,
enhanced circulation, and therapeutic acupressure throughout the neck, back and
torso. Users benefit from the specially designed massage elements mounted on a
frame that is placed horizontally on the floor. The elements are placed in a
specific pattern, and vary in size and firmness to provide the correct
stimulation and acupressure throughout the entire back. The unit includes an
adjustable neck support roller and video instruction tape.

MARKET RESEARCH

The consumer market for massagers and related products has consistently
grown during the last 20 years. Consumers have supported the industry by
purchasing electric massage wands, chairs, and a variety of manual devices.
Furthermore, the overall growth of the health care and physical fitness industry
have complimented the sales of massage related devices. Industries that provide
products that enhance the body or provide a feeling of well being have grown
significantly due to an increase in consumer demand for products that enhance
the body and level of physical fitness/appearance.

The growth and improvement of direct response marketing and sales via
infomercials, home shopping networks and commercials has had a positive impact
on the massager industry. Manufacturers and retailers are utilizing alternative
forms of retailing, such as, television shopping and infomercials, merchandising
massagers with other home comfort items and promoting the products as a
year-round purchase category. Unit sales, estimated at 4.6 million, are
predicted to rise 4 - 10% throughout the entire category. Sales of body mats,
massage chairs, and other higher ticket massagers are expected to grow 4-5 times
faster than the entire category, which is the fastest growth that the category
has experienced in years. Currently in the United States, more than 60% of all
infomercials feature products from the physical fitness, health care, or body
care industries. These products range from exercise devices to diet plans and
self-improvement programs. Consumers are increasingly more interested in
improving their quality of life by enhancing physical appearance and overall
well-being. Manufacturers and retailers have responded to this surge in interest
and demand by offering more products in these industries at various price
points. Traditionally, consumers had fewer choices in healthcare and body care
devices, and the products were offered at relatively high price points. Prior to
the mid

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1980's, the products were marketed to high income individuals as specialty or
exclusive items only distributed in specific retail stores or catalogs.

NEW PRODUCTS

"BodyRocker"

Infotopia has signed an exclusive sales and marketing agreement with
both Dean Tornabene and Charles Perez for the production of a minimum of 12 new
infomercial products over the next four years and for the right of first refusal
on all new inventions. Dean Tornabene and Charles Perez are the co-inventors of
the Bunn and Thigh Sculptor, the Ab Rocker and several other inventions that
have been used in Direct Response to Retail Marketing. These inventions have
produced over 300 million dollars in sales during the past four years and
continue to produce results at a very high level. Dean and Charles have ready
for market, a new piece of fitness equipment tentatively being called the
"BodyRocker," which we believe has enormous marketing potential. The Body Rocker
is a "total body" fitness machine that will provide a no-impact workout at all
fitness levels. The Body Rocker is designed to have mass appeal for beginners as
well as serious fitness enthusiasts. Sales are projected in excess of 1 million
units. We are also working with Dean Tornabene on the development of additional
rocker projects which we plan to launch in early 2001.

"Fat Fighting System"

The Fat Fighting System, which was created by Dean Tornabene, is an
all-natural dietary supplement that safely and effectively enhances the body's
ability to burn off calories and unwanted fat. We expect to launch this product
in early 2001.

ADDITIONAL NEW PRODUCTS

We will soon be announcing several new products that are being readied
to launch in early 2001. The new products will expand our product lines and
create an opportunity for the release of some products that are continuity
driven in that they will provide ongoing monthly revenue.

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RISK FACTORS

The following factors should be reviewed carefully in conjunction with
the other information in this Prospectus and our financial statements which are
incorporated by reference. These factors, among others, could cause actual
results to differ materially from those currently anticipated and contained in
forward-looking statements made in this Prospectus and presented elsewhere by
our management from time to time. See "Note Regarding Forward-Looking
Statements."

WE HAVE A LIMITED OPERATING HISTORY. We emerged via a spin-off and share
exchange agreement from National Boston Medical, Inc. and a subsequent reverse
merger with Dr. Elliot Abravanel's Formulas, Inc. in April 2000. New management
was appointed immediately following the reverse merger and a complete overhaul
of our operations and our marketing strategies were implemented. Accordingly, we
have only a limited operating history on which you can base your evaluation of
our business and prospects. Despite our recent growth in sales and net income,
we cannot assure you that these trends will continue or that we will remain
profitable.

WE RELY ON SALES OF A FEW KEY PRODUCTS. Our financial success depends
almost entirely on marketing our innovative products such as the Torso Tiger,
which has and will continue to generate substantially all of our net sales. We
recently expanded our presence in the home and commercial fitness equipment
markets by entering into a licensing agreement to market the Torso Tiger. We
plan to diversify our product line in the future, but we have not yet begun to
do so. Despite these efforts, our financial performance remains dependent on a
few products. Any significant diminished consumer interest in Body Rocker(TM) or
Torso Tiger products would adversely affect our business. We may not be able to
develop successful new products or implement successful enhancements to existing
products. Any products that we do develop or enhance may not generate sufficient
sales to justify the cost of developing and marketing these products.

WE MAY BE UNABLE TO EFFECTIVELY MANAGE OUR EXISTING OPERATIONS AND
ANTICIPATED GROWTH. We have grown significantly since April 2000, when we
overhauled our marketing campaign due to the implementation of new management.
We intend to continue to pursue an aggressive growth strategy. To manage our
growth effectively, we believe that we must:

- Maintain a high level of manufacturing quality and efficiency;

- Continue to enhance our operational, financial and management
systems and controls;

- Effectively expand, train and manage our employee base;

- Maintain an effective and efficient customer call center and
inventory control and distribution system.

Our failure to properly manage any of these or other growth-related challenges
could adversely affect

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our business. We cannot assure you that we will succeed in effectively managing
our existing operations or our anticipated growth.

A DECLINE IN CONSUMER SPENDING DUE TO UNFAVORABLE ECONOMIC CONDITIONS
COULD HINDER SALES OF OUR CONSUMER PRODUCTS. The success of each of our products
depends substantially on how consumers decide to spend their money. Unfavorable
economic conditions may depress consumer spending, especially for premium priced
products like ours.

OUR FINANCIAL PERFORMANCE MAY BE VULNERABLE TO RAPIDLY CHANGING
PREFERENCES IN THE CONSUMER FITNESS MARKET. Our net sales and profitability
depend significantly on the acceptance of our existing and future fitness
products within the consumer fitness market. This market is characterized by
rapidly changing fitness trends and fads, frequent innovations and improvements
are necessary to maintain consumer interest in fitness products. Our financial
performance may be harmed if we are unable to successfully adapt the Body
Rocker(TM), Torso Tiger or any of our consumer products to these changing trends
and fads.

OUR FINANCIAL PERFORMANCE WOULD BE HARMED IF WE ARE UNABLE TO
SUCCESSFULLY DEVELOP OR DIRECTLY MARKET NEW CONSUMER PRODUCTS. Our growth
strategy and financial performance depend in part on our ability to develop or
acquire the rights to, and then directly market, new consumer products. Our net
sales and profitability would be harmed if we are unable to develop or acquire
the rights to premium quality, premium priced consumer products that satisfy our
direct marketing criteria. In addition, any new products that we directly market
may not generate sufficient net sales or profits to justify their development or
acquisition costs. See "Business - New Product Development and Innovation" for a
discussion of our product development efforts.

WE DEPEND ON CERTAIN KEY EMPLOYEES. We will depend heavily upon the
services of certain officers and directors of the Company, including in
particular, Daniel Hyong and Ernest Zavoral. We do not have key person life
insurance on any of the lives of said individuals but we are in the process of
evaluating its needs for such insurance. We have employment contracts in effect
with two of our executive officers, Daniel Hyong, our Chairman and Chief
Executive Officer and Ernest Zavoral, our President. There are no other
agreements or understandings with persons regarding termination of employment or
change-in control arrangements. While we may hire additional qualified
individuals to work in various capacities for the Company, the loss of the
services of any of the officers and directors could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Management."

WE FACE REGULATORY RISKS. We are regulated by various federal, state
and local authorities, including the Federal Trade Commission, the Consumer
Products Safety Commission, the Occupational Safety and Health Administration
and the Environmental Protection Agency. We believe we are in material
compliance with all applicable rules and regulations. If we are incorrect, or if
we violate such regulations in the future, we may be subject to regulatory
enforcement efforts. Any regulatory enforcement efforts, particularly any
actions that could interrupt our direct marketing efforts or result in a product
recall, would adversely affect our business.

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FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE. Sales of
a substantial number of shares of our common stock in the public market
following this offering could adversely affect the market price for our common
stock. See "Shares Eligible for Future Sale."

INCREASES IN PRODUCT RETURNS COULD ADVERSELY AFFECT OUR FINANCIAL
PERFORMANCE. Any material increase in the quantity of products returned by our
customers for purchase-price refunds could adversely affect our financial
performance. We have limited operating experience with the Torso Tiger which we
began marketing in August 2000, and therefore limited experience with the return
rates for this product. See "Business - Products."

OUR WARRANTY RESERVES MAY BE INSUFFICIENT TO COVER FUTURE WARRANTY
CLAIMS, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE. We offer
warranties on all of our principal products. If our warranty reserves are
inadequate to cover future warranty claims on our products, our financial
performance could be adversely affected. We have limited operating experience
with the Torso Tiger, which we began marketing in August 2000, and therefore
limited experience with warranty claims for these products. The manufacturer
does indemnify us for factory defects, however.

OUR MARKET IS INTENSELY COMPETITIVE. Each market in which we
participate is intensely competitive. We believe that more than 75 companies
manufacture and market commercial and home fitness equipment. Important
competitive factors in this market include price, product quality and
performance, diversity of features, warranties and customer service. We believe
that our products are competitive in each of these categories. However, many of
our competitors possess greater financial resources, wider brand name
recognition, broader distribution networks and other resources and
characteristics that may give them a competitive advantage. See "Business -
Competition."

WE FACE PRODUCT LIABILITY RISKS. We are subject to potential product
liability claims if our products injure or allegedly injure our customers or
other users. We believe that our insurance coverage and reserves adequately
cover potential product liability claims. However, we may have inaccurately
assessed our product liability risk. In addition, we may be unable to purchase
sufficient insurance coverage at an affordable price, or our insurers may fail
to satisfy their obligations. If our insurance coverage and reserves are
inadequate to cover future product liability claims, our business may be
adversely affected.

WE FACE RISKS ASSOCIATED WITH ANY FUTURE ACQUISITIONS. We intend to
explore growth opportunities through strategic acquisitions that would enhance
our direct marketing capabilities or product lines. We currently have no
agreements, understandings or other arrangements with respect to any
acquisition. If we identify and pursue an acquisition opportunity, our
management may be required to devote a significant amount of time and effort to
the process, which could unduly distract them from our existing operations. If
we complete an acquisition, we expect to face significant challenges integrating
the acquired business into our operations. An acquisition may not produce the
revenue, earnings or business synergies that we anticipate, and an acquired
product or technology may not perform as we expect. Any such difficulties would
adversely affect our business. In addition, the size, timing and integration of
any acquisitions could cause substantial fluctuations in our operating results.
To pay for an acquisition, we may use common stock or cash, including the
proceeds of the offering. See "Use of Proceeds." Alternatively, we may borrow
money from banks or other lenders. If we use common stock, the ownership
interest of our shareholders would be diluted. If we use cash or debt, our
financial liquidity will be reduced.

INCREASES IN ADVERTISING RATES MAY REDUCE OUR PROFITABILITY. We depend
primarily on television commercials and television infomercials to market our
products. Consequently, the price we must pay for our preferred media time
significantly affects our financial performance. If the cost

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of our preferred media time increases, it may increase our selling and marketing
expenses and decrease our profitability. See "Business -Direct Marketing" for a
more detailed discussion of our advertising efforts.

OUR SALES MAY MATERIALLY DECLINE IF OUR CUSTOMER SERVICE CALL CENTER
STOPS OPERATING. We receive and process almost all orders for our directly
marketed products through our customer service call center. See "Business -
Direct Marketing." Our call center could stop operating for a number of reasons,
including poor weather, natural disaster, or fire. If our backup facilities and
contingency plans are ineffective to handle such problems, we could not sell our
directly marketed products during the affected period. Our business could be
substantially harmed if our call center stops operating for a significant time
period. We do have backup capabilities because if the center were down, our
lines could be migrated elsewhere to ensure continuity in our customer service
operation.

OUR FAILURE OR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY COULD
SIGNIFICANTLY HARM OUR COMPETITIVE POSITION, AND WE COULD ALSO INCUR SUBSTANTIAL
COSTS TO DEFEND CLAIMS THAT WE HAVE VIOLATED THE PROPRIETARY RIGHTS OF OTHERS.
Protecting our intellectual property is an important factor in maintaining our
competitive position in the fitness industry. If we do not or are unable to
adequately protect our intellectual property, our sales and profitability could
be adversely affected. We currently hold a number of patents and trademarks.
However, our efforts to protect our proprietary rights may be inadequate and
applicable laws provide only limited protection. In addition, we believe that
our products, trademarks and other proprietary rights do not infringe upon the
proprietary rights of third parties. However, we may not be able to successfully
prevent others from claiming that we have violated their proprietary rights or
that any such assertion will not require us to enter into a license agreement or
royalty agreement with the party asserting a claim. We could incur substantial
costs in defending against such claims, even if they are invalid, and we could
become subject to judgments requiring us to pay substantial damages. See
"Business - Intellectual Property."

THE SO CALLED "PENNY STOCK RULE" COULD MAKE IT CUMBERSOME FOR BROKERS
AND DEALERS TO TRADE IN THE COMMON STOCK, MAKING THE MARKET FOR THE COMMON STOCK
LESS LIQUID. Trading in our securities is conducted on the Nasdaq OTC Bulletin
Board. As long as the common stock is not quoted on the Nasdaq National Market
or at any time that we have less than $2,000,000 in net tangible assets, trading
in the common stock is covered by Rule 15g-9 under the Securities Exchange Act
of 1934 for non-Nasdaq and non-exchange listed securities. Under that rule,
broker-dealers who recommend covered securities to persons other than
established customers and accredited investors must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. Securities are exempt from this rule
if the market price is at least $5.00 per share.

The SEC has adopted regulations that generally define a penny stock to
be any equity security that has a market price of less than $5.00 per share,
subject to certain exemptions. Such exemptions include an equity security listed
on Nasdaq and an equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three (3) years; (ii) net tangible assets of at least $5,000,000, if such
issuer has been in continuous operation for less than three (3) years; or (iii)
average revenue of at least $6,000,000 for the proceeding three (3) years.
Unless such an exemption is available, the regulations require the delivery of a
disclosure schedule explaining the penny stock market and the risks associated
therewith prior to any transaction involving a penny stock. If our common stock
continues to be subject to the regulations on penny stocks, that factor could
have a severe adverse effect on the market liquidity for the common stock due to
these limitations on the ability of broker-dealers to sell the common stock in
the public market.

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<PAGE> 13
OUR DIRECTORS HAVE THE AUTHORITY TO DESIGNATE ONE OR MORE CLASSES OF
PREFERRED STOCK. Our Articles of Incorporation authorize us to issue, without
the approval of our shareholders, one or more classes or series of preferred
stock. Such preferred stock may have such preferences, powers and relative,
participating, optional and other rights, including preferences over our common
stock respecting dividends and distributions, as our board of directors may
determine. The terms of one or more classes or series of preferred stock could
adversely impact the voting power or value of our common stock. For example, we
might afford holders of preferred stock the right to elect some number of our
directors in all events or on the happening of specified events or the right to
veto specified transactions. Similarly, the repurchase or redemption rights or
liquidation preferences we might assign to holders of preferred stock could
affect the residual value of the common stock. Our directors could use this
authority, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of Infotopia. To date, no shares of preferred
stock have been issued, and although the directors currently have no intention
of issuing any shares of preferred stock in the future, they may nevertheless
decide it is in our best interests to do so. See "Description of Securities."

FUTURE SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE. Future
sales of shares of common stock by existing shareholders under Rule 144 of the
Act or through the exercise of outstanding registration rights or the issuance
of shares of common stock upon the exercise of options or warrants could
materially adversely affect the market price of the common stock and could
materially impair our future ability to raise capital through an offering of
equity securities. A substantial number of shares of common stock are available
for sale under Rule 144 in the public market or will become available for sale
in the near future and no predictions can be made as to the effect, if any, that
market sales of such shares or the availability of such shares for future sale
will have on the market price of the common stock prevailing from time to time.

FORWARD LOOKING STATEMENTS.

This Prospectus and the information incorporated into it by reference
contains various "forward-looking statements" within the meaning of federal and
state securities laws, including those identified or predicated by the words
"believes," "anticipates," "expects," "plan" or similar expressions. Such
statements are subject to a number of uncertainties that could cause the actual
results to differ materially from those projected. Such factors include, but are
not limited to, those described under "Risk Factors." Given these uncertainties,
prospective purchasers are cautioned not to place undue reliance upon such
statements.

USE OF PROCEEDS

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<PAGE> 14
The shares of common stock offered hereby are being registered for the
account of the selling shareholders identified in this prospectus. See "Selling
Shareholders." All net proceeds from the sale of the common stock will go to the
shareholders who offer and sell their shares of common stock. The principal
purpose of this offering is to effect an orderly disposition of the selling
shareholders' shares. We will not receive any part of the proceeds from such
sales of common stock.

DETERMINATION OF OFFERING PRICE

The offering price of the Common Stock offered in this offering has
been arbitrarily determined by the Company and bears no relationship to any
recognized criterion of value. The price does not bear any relationship to the
assets, book value, earnings or net worth of Infotopia. In determining the
offering price, we considered such factors as prospects, if any, for our product
within the industry, the previous experience of management, lack of
technological development with respect to our project to date, our historical
and anticipated results of operations, the present financial resources of the
Company and the likelihood of acceptance of the proposed offering in the current
securities markets. The shares of common shock covered by this Prospectus may be
sold by the Selling Shareholders from time to time at prices and on terms not
yet determined and solely within the discretion of the Selling Shareholder.

SELLING SHAREHOLDERS

The following list of selling shareholders includes (1) the number of
shares of common stock currently owned by each selling shareholder, (2) the
number of shares being offered for resale hereby by each selling shareholder;
and (3) the number and percentage of shares of common stock to be held by each
selling shareholder after the completion of this offering. The registration of
the shares does not necessarily mean that the selling shareholders will sell all
or any of the shares.

In addition, the table sets forth certain information concerning the
beneficial ownership of our common stock as of the date of this prospectus, by
(i) each person known by us to be the beneficial owner of more than 5% of our
common stock, (ii) each of our named executive officers, (iii) each of our
directors, and (iv) all directors and executive officers as a group. Unless
otherwise indicated, each of the stockholders has sole voting and investment
power with respect to the shares beneficially owned.

The selling shareholders provided us with all information with respect
to their share ownership. Because the selling shareholders may sell all, part or
none of their shares, we are unable to estimate the number of shares that will
be held by any selling shareholders upon resale of shares of common stock being
registered hereby. See "PLAN OF DISTRIBUTION."

As of October 3, 2000, there were 99,440,492 shares of common stock
outstanding.

Pursuant to Rule 416 under the Securities Act, selling shareholders may
also offer and sell shares issued with respect to the warrants, debentures and
preferred stock as a result of (1) stock splits, stock dividends or similar
transactions and (2) the effect of anti-dilution provisions contained in the
underlying documents.

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<PAGE> 15
Pursuant to Rule 416 under the Securities Act, selling shareholders may
also offer and sell shares issued with respect to the warrants, debentures and
preferred stock as a result of (1) stock splits, stock dividends or similar
transactions and (2) the effect of anti-dilution provisions contained in the
underlying documents.

SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
Shares Beneficially Shares to be Shares Beneficially
owned prior to sold in Owned
Name Offering (1) Offering After Offering (2)
---- ------------------- ------------ -------------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Daniel Hoyng(3) 2,886,200 2.9% 2,886,200 0 0
CEO, Chairman, Director
Ernest Zavoral 2,646,788 2.66% 2,646,788 0 0
President, Director
Marek Lozowicki 1,475,000 1.48% 1,475,000 0 0
Secretary
Clinton Smith 750,000 * 750,000 0 0
Director
Directors and Officers 7,757,988 7.80% 7,757,988
As a Group
SELLING SHAREHOLDERS
Corinthians Financier Groups 1,380,000 1.89% 1,380,000 0 0
JB Marc & Associates, Inc. 2,500,000 2.5% 2,500,000 0 0
MLJ Management 1,400,000 1.4% 1,400,000 0 0
Jeff Rackover 1,100,000 1.1% 1,100,000 0 0
Thomson Kerneghan 16,500,000 15.59% 16,500,000 0 0
Oxford Capital 3,750,000 3.77% 3,750,000 0 0
Lenco 825,000 * 825,000 0 0
Triad, Inc. 500,000 * 500,000 0 0
Amy Christianson 100,000 * 100,000 0 0
Darlene Gasbarn 50,000 * 50,000 0 0
Scot Evans 36,590 * 36,590 0 0
AT Development 2,200,000 2.25 2,200,000 0 0
Lakeside Mgmt. 2,300,000 2.36 2,300,000 0 0
Modern Media 2,000,000 2.05 2,000,000 0 0
Gary Kohn 425,000 * 425,000 0 0
Donald Priess 50,000 * 50,000 0 0
Rigby Freeman 350,000 * 350,000 0 0
Gary Schiff 150,000 * 150,000 0 0
RosedelPrinte 250,000 * 250,000 0 0
Colin Sapire 25,000 * 25,000 0 0
First Equity Capital (4) 1,215,000 1.24 1,215,000 0 0
Renald & Catherine Anelle (4) 1,057,500 1.08 1,057,500 0 0
Sudhir Athni (4) 881,250 * 881,250 0 0
George Bally Jr. (4) 812,500 * 812,500 0 0
Bradley Barnes (4) 705,000 * 705,000 0 0
Thomas Beck (4) 176,250 * 176,250 0 0
Avi Bitton (4) 70,500 * 70,500 0 0
Louis Cimino (4) 352,500 * 352,500 0 0
Anthony & Richard Didato (4) 176,250 * 176,250 0 0
Terry Didato (4) 176,250 * 176,250 0 0
Thomas Didato (4) 352,500 * 352,500 0 0
Robert & Pauline Doyon (4) 1,057,500 1.08 1,057,500 0 0
Michael B. Esposito (4) 88,125 * 88,125 0 0
Excalibur Associates (4) 100,000 * 100,000 0 0
Irwin Finch (4) 352,500 * 352,500 0 0
Jose Garcia, Sr. (4) 652,500 * 652,500 0 0
Elisa & Michael Giordano (4) 88,125 * 88,125 0 0
Michael Giordano (4) 88,125 * 88,125 0 0
Paul Giordano (4) 176,250 * 176,250 0 0
Ernie Goldberger (4) 352,500 * 352,500 0 0
Sam Goldberger (4) 352,500 * 352,500 0 0
Bill Gross (4) 88,125 * 88,125 0 0
Arno Hausman (4) 176,250 * 176,250 0 0
Randy Hodgson (4) 40,000 * 40,000 0 0
Craig Horton (4) 70,500 * 70,500 0 0
Marie Tate Johnson (4) 10,000 * 10,000 0 0
Terry A. Johnson (4) 352,500 * 352,500 0 0
Ira N. Kalfus (4) 705,000 * 705,000 0 0
Hiten Kisnad (4) 176,500 * 176,500 0 0
Jack MacDonald (4) 10,000 * 10,000 0 0
Magnum Opus (4) 141,000 * 141,000 0 0
Med All Company (4) 211,500 * 211,500 0 0
Med-One Rehabilitation (4) 141,000 * 141,000 0 0
Richard Parlante (4) 70,500 * 70,500 0 0
Anthony Ricigliano (4) 176,250 * 176,250 0 0
Rex Schuette (4) 1,057,500 * 1,057,500 0 0
Shari Limud, Inc. (4) 141,000 * 141,000 0 0
Carlos Vazquez (4) 70,500 * 70,500 0 0
Aizik Wolf (4) 88,125 * 176,250 0 0
George Kleinman (4) 176,250 * 176,250 0 0
Kenneth Mikkelsen (4) 88,125 * 88,125 0 0
Frank Lisinicchia (4) 88,125 * 88,125 0 0
Laura Sturtevant and Matthew
McCullough (4) 176,250 * 176,250 0 0
Ecorp Marketing (4) 450,000 * 450,000 0 0
Capacity Unlimited, Inc.(4) 2,500,000 * 2,500,000 0 0
Capacity Unlimited, Inc.(4) 1,625,000 * 1,625,000 0 0
Lisa Ulshafer (4) 150,000 * 150,000 0 0
Xplorer, Inc. (4) 430,000 * 430,000 0 0
Johanna McCann (4) 660,000 * 660,000 0 0
Peter Matousek (4) 100,000 * 100,000 0 0
Rikor Morginn (4) 100,000 * 100,000 0 0
Cove Hill Consulting (4) 1,050,000 * 1,050,000 0 0
</TABLE>
--------------------
(1) Beneficial ownership is determined in accordance with SEC rules and
generally includes voting or investment power with respect to securities. Shares
of common stock subject to options, warrants and convertible preferred stock
currently exercisable or convertible, or exercisable or convertible within sixty
(60) days, are counted as outstanding for computing the percentage of the person
holding such options or warrants but are not counted as outstanding for
computing the percentage of any other person.

(2) Assumes that all of the shares held by the selling shareholders and
being offered under this prospectus are sold and that the selling shareholders
acquire no additional shares of common stock before the completion of this
offering. The actual number of shares of common stock offered hereby is

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<PAGE> 16
subject to change and could be materially greater or lesser than the estimated
amount indicated, depending upon a number of factors, including whether the
number of shares of common stock outstanding have been adjusted to account for
any stock dividend, stock split and similar transactions or adjustment.

(3) The address for each of the directors and officers of Infotopia is
218 Tearall, Raynham, Massachusetts

(4) Includes options excercisable on or about November 18, 2000.

PLAN OF DISTRIBUTION

The selling shareholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling shareholders may use any one or more of the
following methods when selling shares:

- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

- block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;

- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

- an exchange distribution in accordance with the rules of the
applicable exchange;

- privately negotiated transactions;

- short sales;

- broker-dealers may agree with the selling shareholders to sell
a specified number of such shares at a stipulated price per
share;

- a combination of any such methods of sale; and

- any other method permitted pursuant to applicable law.

The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

The selling shareholders may also engage in short sales against the
box, puts and calls and other transactions in securities of the Company or
derivatives of Company securities and may sell or deliver shares in connection
with these trades. The selling shareholders may pledge their shares to their
brokers under the margin provisions of customer agreements. If a selling
shareholder defaults on a margin loan, the broker may, from time to time, offer
and sell the pledged shares.

Broker-dealers engaged by the selling shareholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling shareholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling

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<PAGE> 17
shareholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.

The selling shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
selling shareholders. We have agreed to indemnify the selling shareholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act").

LEGAL PROCEEDINGS

Infotopia is not a party to any pending legal proceedings, and, to the
best of its knowledge, no such action by or against Infotopia has been
threatened. Infotopia is not aware of any governmental authority that is
contemplating any procedure to which Infotopia is a participant. None of
Infotopia's officers, directors, or beneficial owners of 5% or more of
Infotopia's outstanding securities, is a party to proceedings adverse to
Infotopia nor do any of the foregoing individuals have a material interest in
any proceedings adverse to Infotopia.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following Table sets forth certain information regarding the
executive officers and directors of Infotopia as of June 30, 2000:

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

<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Daniel Hyong 38 Director, Chairman, and Chief Executive Officer

Ernest Zavoral 43 Director and President

Marek Lozowicki 37 Secretary

Clinton Smith 41 Director
</TABLE>

A brief description of the backgrounds of the current Executive
Officers and Directors are set forth below:

EXECUTIVE OFFICERS AND DIRECTORS

DANIEL HYONG is an accomplished sales executive. His expertise in the
medical services was gained from his successful leadership as corporate
executive for an international healthcare services firm specializing in
long-term care. Mr. Hoyng has a management and sales professional background
with more than a decade of management experience. He most recently served as the
vice-president of marketing and sales for Companion Radio, where he instituted
the development of a

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<PAGE> 18
sales force and launch of the product to the long-term care industry.
Previously, Mr. Hoyng excelled as a Division Director for Healthcare Services
Group, Inc., a company specializing in housekeeping and laundry services to the
long-term care industry. Prior to his work with Healthcare, Mr. Hoyng served as
a Sales Manager and then General Manager for ARA/Cory Refreshment Services. He
was awarded his Bachelors in Communications Degree from Saint Joseph's College
and has completed Masters level work on a Master's of Religion from the
Athenaeum of Ohio.

ERNEST ZAVORAL, Director and President, brings to Infotopia over 20
years of marketing and managerial experience. After attending Grove City
College, Mr. Zavoral spent 15 years as a marketer and project manager for
companies providing environmental solutions. His highly developed communication,
presentation and management skills led him to enter the product development
field, where he was responsible for bringing new and innovative products from
the drawing-board to retail success. Mr. Zavoral is credited with developing
"Why-Tie Shoelaces" and positioning that product to be a national success, with
Wal-Mart as a primary customer. As President of Infotopia, Mr. Zavoral is
responsible for developing and marketing health related products, such as
Infotopia's highly acclaimed Backstroker, through television infomercials.

MAREK LOZOWICKI, Secretary, is responsible for implementing and
maintaining information and communication systems (voice and data) database
management and electronic commerce. Prior to this, between July 1997 and October
1997, Mr. Lozowicki worked for Medical Marketing Group as a Systems Manager. His
responsibilities included installing, configuring and maintaining the company
computer network and other information systems (voice and data). Between March
1996 and October 1997, Mr. Lozowicki worked at Portraits International, Inc. as
the Northeast Region Manager. There he oversaw all aspects of the photography
contracts entered into by Portraits International, Inc. and the completion of
the assignments that formed the contracts. Mr. Lozowicki was involved in the
implementation of new digital previewing systems in the premium glamour sector
utilized by chain stores such as Bloomingdale's. Other responsibilities included
ongoing hiring, training and overseeing the department staff of over fifteen
employees, equipment and material inventory control, quality assurance and the
customer satisfaction assurance program. From August 1992 until March 1996, Mr.
Lozowicki worked for APP, Inc. as a photography manager for the Northeast
region. His responsibilities were similar to those at Portraits International,
Inc.

CLINTON SMITH, ESQ., director, received a baccalaureate degree at
Morehouse College of Atlanta, Georgia where he majored in history and business
administration. Mr. Smith completed the Juris Doctor degree in law at the Tulane
University School of Law where he also received the 1987 Merit Award Recipient
for the Law League of Louisiana. Mr. Smith is a member of the Louisiana Bar and
is co-owner and General Partner of Roby & Smith, a full service law firm with a
concentration in litigation. Mr. Smith is also a partner in the law firm of
Bryan & Jupiter whose practice focuses on education/school law, commercial law,
workers' compensation and tort defense.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consists of 100,000,000 shares of common
stock, par

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<PAGE> 19
value $.001 per share. As of September 25, 2000, there were issued and
outstanding 97,440,492 shares of common stock and 58 holders of record. All
outstanding shares of common stock are fully paid and nonassessable. Holders of
the common stock are entitled to one vote per share on all matters voted on by
shareholders, including elections of directors, and the holders of the common
stock exclusively possess all voting power. The articles of incorporation do not
provide for cumulative voting in the election of directors. The holders of
common stock are entitled to such dividends as may be declared from time to time
by the board of directors from funds available therefor, and upon liquidation
they are entitled to receive pro rata all assets of the Company available for
distribution to such holders. The holders of common stock have no preemptive
rights.

Our articles of incorporation and bylaws do not contain any provision
that would delay, defer or prevent a change in control.

55,163,077 of the 97,440,492 shares of the common stock outstanding as
of September 29, 2000 are subject to the limitations of Rule 144 promulgated
under the Securities Act, and 44,277,415 shares are freely trading. In general,
under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated) who holds shares of restricted securities as to which a minimum of
one year has elapsed since the latter of the date of acquisition from the issuer
or from an affiliate of the issuer, and any person who is an "affiliate" as that
term is defined under the Securities Act, is entitled to sell, within any three
month period, a number of shares that does not exceed the greater of (i) one
percent of the then outstanding shares of common stock of the Company
(approximately 994,404 shares as of September 25, 2000) or (ii) the average
weekly trading volume of the common stock during the four calendar weeks
preceding a sale by such person. Sales under Rule 144 are also subject to
certain manner of sale provisions, notice requirements and the availability of
current public information about the issuer. Under Rule 144, however, a person
who holds restricted securities as to which a minimum of two years has elapsed
since their acquisition from the issuer or an affiliate of the issuer and who is
not, and for the three months prior to the sale of such shares has not been, an
affiliate of the issuer is free to sell such shares without regard to the
volume, manner of sale and certain other limitations contained in Rule 144.

STOCK OPTIONS

We have entered into employment agreements with certain directors and
officers (collectively the "D & O Plan"), pursuant to which we have granted
options to purchase a total of 3,800,000 shares of our common stock. These
options are exercisable at a price that is the lower of (i) the average weekly
price of the common stock as reported on the OTCBB during the preceding four
calendar weeks; or (ii) the market price of the common stock on the date of the
exercise of the option.

We have also entered into certain executive employment agreements
wherein up to 2,000,000 options (the "Executive Option Plan") may be granted
over a two-year period to each of three executives participating in the plan. To
date, no options have been issued under the Executive Option Plan.

We have also adopted a Directors and Secretary Stock Option Plan (the
"D & S" Option Plan") for the period September 1, 2000 through August 31, 2001
wherein each director and the secretary are eligible for stock options of
500,000 shares of common stock exercisable at fifty

17
<PAGE> 20
($.50) cents per share in each quarter that Infotopia attains revenues of
$7,500,000. In any quarter that Infotopia achieves revenues of $60,000,000 or
more, each director and the secretary will be eligible for an additional stock
option bonus of 500,000 shares.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Neither our named experts nor our counsel has any substantial interest
in our securities, as the term substantial interest is defined in Item 509 of
Regulation S-K.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Our charter provides that no director shall be personally liable to us
or to any stockholder for monetary damages arising out of such director's breach
of fiduciary duty, except to the extent that the elimination or limitation of
liability is not permitted by Nevada law. The Nevada law, as currently in
effect, permits charter provisions eliminating the liability of directors for
breach of fiduciary duty, except that such provisions do not eliminate or limit
the liability of directors for (a) any breach of the director's duty of loyalty
to a corporation or its stockholders, (b) any acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
any payment of a dividend or approval of a stock purchase which is illegal under
Section 78.751 of the Nevada General Corporation Law or (d) any transaction from
which the director derived an improper personal benefit. A principal effect of
this provision of our charter is to limit or eliminate the potential liability
of our directors for monetary damages arising from any breach of their duty of
care, unless the breach involves one of the four exceptions described in (a)
through (d) above.

Our charter and by-laws further provide for the indemnification of our
directors and officers to the fullest extent permitted by Section 78.751 of the
Nevada General Corporation Law, including circumstances in which indemnification
is otherwise discretionary. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the SEC that indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

DESCRIPTION OF BUSINESS

THE COMPANY

Infotopia, Inc. was originally incorporated as Flex Marketing, Inc.
under the laws of the State of Ohio on September 11, 1997. In accordance with a
share exchange agreement executed on November 21, 1998 by and between National
Boston Medical, Inc. and Dr. Abravanel's Formulas, Inc., Flex Marketing was
acquired by National Boston Medical, Inc. who changed the name of the Company
from Flex Marketing to Infotopia. Under the terms of the share exchange
agreement, 100% of the outstanding stock of Infotopia, Inc. was exchanged for
the common stock of Dr. Abravanel's Formulas, Inc. esult of the share
exchange, Dr. Abravanel's Formulas, Inc. changed its name to Infotopia, Inc.

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<PAGE> 21
balance coming from additional financing. Our management is currently reviewing
several financing opportunities and will announce any developments as they
occur. We realize that the life-blood of Direct to Retail Marketing is new
products. Therefore our product research and development/marketing department is
considered to be of key importance to our future. New product ideas come from a
variety of sources, including inventors, suppliers, trade shows, industry
conferences, strategic alliances with manufacturing and consumer product
companies. Currently, we have six (6) new products in various stages of
development, all suitable for the "Direct to Retail" Marketing.

On June 26, 2000, we acquired exclusive rights to market the Torso
Tiger Ab machine. Since February 2000, the Torso Tiger has produced between
$800,000 to $1,000,000 per week in gross sales revenue. The Torso Tiger
infomercial was rated the sixth most frequently aired infomercial running during
the month of August 2000 by Infomercial Monitoring, Inc. based on the frequency
of airings in the United States. Infotopia is completing final edits of the Body
Rocker total body work out machine. We expect to complete the edits during the
fourth quarter of this year. In addition, we are completing a new diet show that
is expected to be aired before the end of the fourth quarter. We are projecting
revenues in these new products and additional projected launches in the coming
year to help us achieve our goal of $54,000,000 in sales revenue for the end of
fiscal 2001 (February 28, 2001) and $103,000,000 by the end of fiscal 2002.

(i) Electronic media includes television, radio and the
Internet.
(ii) The message contains all information that the consumer
needs to make a buying decision.
(iii) There is a specific offer made to the consumer.
(iv) There is an appeal to the consumer to make an immediate
buying decision.

Lack of new products
Inability to attract inventors

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<PAGE> 22
Poorly designed products
Insufficient cost containment

PRODUCT LINE

Infotopia is a product development company that specializes in the
flexible marketing, advertising, and direct response sales of innovative
consumer products. We have developed or obtained the marketing rights to several
products in growth industries, including, healthcare, fitness, and recreation.
We are currently direct marketing the Backstroker, which has been highly
successful among consumers and healthcare professionals throughout the United
States and abroad. Additional contracts and agreements have been made with
Designs by Dean and Torso Tiger, Inc. Based on the particular product and profit
potential, we will outsource portions of a product launch or the entire product
to other media production companies. Product development is also underway for
several products designed by Dean Tornabene for launch in the fourth quarter of
2000, including the Body Rocker and the Bunn Rocker. We are also actively
pursuing and reviewing additional products that may lend themselves well to this
form of marketing.

MARKET RESEARCH

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<PAGE> 23
promoting the products as a year-round purchase category. Unit sales, estimated
at 4.6 million, are predicted to rise 4 - 10% throughout the entire category.
Sales of body mats, massage chairs, and other higher ticket massagers are
expected to grow 4-5 times faster than the entire category, which is the fastest
growth that the category has experienced in years. Currently in the United
States, more than 60% of all infomercials feature products from the physical
fitness, health care, or body care industries. These products range from
exercise devices to diet plans and self-improvement programs. Consumers are
increasingly more interested in improving their quality of life by enhancing
physical appearance and overall well-being. Manufacturers and retailers have
responded to this surge in interest and demand by offering more products in
these industries at various price points. Traditionally, consumers had fewer
choices in healthcare and body care devices, and the products were offered at
relatively high price points. Prior to the mid 1980's, the products were
marketed to high income individuals as specialty or exclusive items only
distributed in specific retail stores or catalogs.

NEW PRODUCTS

"BodyRocker"

ADDITIONAL NEW PRODUCTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF PRO FORMA FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction
with the audited consolidated financial statements appearing elsewhere in this
prospectus.

RESULTS OF OPERATIONS

Three months ended May 31, 2000 compared with six months ended May 31, 1999

During the quarter ended May 31, 2000, the Company's net sales were
only $871,000 compared to the previous year's quarter (1999) net sales of
approximately $1,188,000. This decrease in volume was primarily due to: (1) the
Company's main direct to sales product, the Backstroke Back Massager, had
matured and has subsequently been remarketed to retail

21
<PAGE> 24
sales outlets and the international trade; (2) the Company was in a state of
transition in this quarter whereby new products produced by Cactus Jack and Dean
Tornabene (DTCP) were being manufactured and commercial production prepared for
their roll-outs beginning July, 2000; (3) the Company greatly reduced its sales
and marketing expenses for the quarter which has a direct effect on sales. The
sales from the quarter were predominantly from previously recorded deferred
sales as well as some new sales associated with the retail markets.

Cost of sales for the quarter was 49% compared to 31% in the previous
year's quarter due to the change in product mix and pricing arrangements. The
prior year's sales were predominantly Backstroke Back Massager units sold via
infomercials and had a much higher profit margin. The current quarter sales
reflects sales of lower-priced products (Cactus Jack One-Shot Lures and DTCP Fat
Fighter System) as well as products sold to the retail market at a lower price
to attempt to gain future market share.

Management expects revenues will begin to grow as the Torso Tiger comes
online and the rollout of the Body Rocker and Fat Fighting System. To achieve
this expected growth, the Company's advertising, promotional and production
expenses will increase significantly in the coming quarters. As noted by the
statement of operation for this quarter, selling and marketing expenses were
$341,000 compared to the previous year's quarter of $1,383,000 due to
management's decision not to use the infomercial marketing channel.

General and administrative expenses were 21% higher ($233,000) than the
previous year's quarter due to the realization of costs associated with stock
issued for legal and professional services. For the quarter, costs amortized
associated with stock issued for services related to shell acquisition was
approximately $240,000. Depreciation and amortization increased significantly as
a percentage of net sales due to the capitalization and related amortization of
licenses and production costs associated with Cactus Jack and DTCP product
lines.

For the quarter ended May 31, 2000, the Company received equity
financing from stock subscriptions ($705,000) to provide working capital during
its stage of transition into its new product lines. For the period, the
company's loss was $1,534,633 and its net cash provided from operations was a
deficit of $566,679. Cash from operations was impacted by an increase in
inventories ($287,000) due to the expected release of its new product lines
offset by an increase to accounts payable ($630,000) as a means to temporarily
finance operations. During the period, the Company increased its investment in
property, equipment and production costs by $180,000.

As of May 31, 2000, the Company has a working capital deficit of
$643,632 and an accumulated deficit of $10,739,664. Based upon the Company's
plan of operation, the Company estimates that existing resources, together with
funds generated from operations, will not be sufficient to fund the Company's
working capital. The Company is actively seeking additional equity and debt
financing. There can be no assurances that sufficient financing will be
available on terms acceptable to the Company or at all. If the Company is unable
to obtain such financing, the Company will be forced to scale back operations,
which would have an adverse effect on the Company's financial condition and
results of operation.

Since management expects improvements in revenue streams throughout
2000, certain expenses such as production and media costs would increase in
proportion to revenues. Other expenses related to general and administrative
expenses are not expected to rise proportionally

22
<PAGE> 25
as project increase and revenues improve. Infotopia is able to generate
increasing revenues without significantly increasing employee counts or general
and administrative expenses as certain marketing activities (fulfillment and
production) are generally outsourced. While management believes that revenues
and growth will increase in future periods, the upside potential from successful
infomercial marketing is great but the risk of failure is always present.
Therefore, while management's operating plan is predicated on the successful
launch of new products, there can be no assurances that profitability will be
realized if one or more of the products fail. This risk leads to the conclusion
that the Company will require supplemental capital to maintain and to increase
its stable of products, to fund operations and to improve profitability.

CASH REQUIREMENTS AND NEEDS FOR ADDITIONAL FUNDS

We are a Direct Marketing development stage company with operations and
revenues. We should reach marginal profitability in our third quarter this
fiscal year, but have only limited capital resources. While it is anticipated
revenues will be increasing as per projections, it may be necessary for the
Company to seek additional capital over time to optimize the accomplishment of
its business plan. The following disclosure treats describes all funding since
Dr. Abravanel's Formulas Inc. acquired Infotopia, Inc. on April 26, 2000 and
plans and arrangements for the future funding. We believe it to be important to
the development of the company to continually review and develop new projects
for all our marketing channels, and we have determined that new funds are highly
desirable, and possibly necessary to aggressively approach operations in the
year 2000.

The registrant has entered into three separate agreements to raise a minimum of
$3,5000,000 and a maximum of $6,000,000. As of this filing the Company has
completed $2,130,369 of this funding.

First, an engagement letter for Corinthians Ltd. was executed on April
26, 2000 to purchase a minimum of $750,000 and a maximum of $2,000,000 (to be in
reliance on Regulation D, Rule 506, and section 4 (2) of the Securities Act of
1933) worth of restricted common stock of Infotopia, Inc. for $1.00 per share,
between April 26, 2000 and August 31, 2000. As of this filing $880,000 of this
funding has been completed.

Second, an engagement letter for JB Marc and Associates, Inc. was
executed on April 26, 2000 to purchase a minimum of $750,000 and a maximum of
$2,000,000 (to be in reliance on Regulation D, Rule 506, and section 4 (2) of
the Securities Act of 1933) worth of restricted common stock of Infotopia, Inc.
for $1.00 per share, between April 26, 2000 and August 31, 2000. As of this
filing $858,369 of this funding has been completed.

Third, an engagement letter for First Equity Capital, Inc., was
executed on July 5, 2000 to raise a minimum of $2,0000,000 worth of promissory
notes to be sold in units of a minimum of $50,000 (see Exhibit 10.7). The note
holder will receive 10% interest and warrants to purchase 100,000 shares of
common stock of Infotopia, Inc. for $0.15 per share and 100,000 shares at $0.25
per share. As of this filing the company as executed $400,000 worth of
promissory notes. First Equity Capital, Inc., will receive 600,000 shares of
restricted common stock for each $500,000 raised. A bonus of 200,000 shares of
restricted common stock will be issued for each $500,000 raised provided the
$500,000 increments are received each 15 days. In addition for each $100,000
raised First Equity Capital, Inc. will receive 50,000 warrants at $0.15 per
share and 50,000 warrants at $0.25 per share.

As of this filing the Company is finalizing negotiations to raise an
additional $5,000,000. The

23
<PAGE> 26
Company believes that its present arrangements will provide sufficient working
capital to continue operations for the next twelve months. There can be no
guaranty that unrealized funding will be realized.

DESCRIPTION OF PROPERTY

Our corporate offices are located at 218 Tearall in Raynham,
Massachusetts. Our office space consists of 3,000 square feet at a rental of
$2,700 per month. We have a one year lease which terminates on June 30, 2001.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock is currently quoted on the OTC Bulletin Board
("OTCBB") under the symbol "IFTP." In April 2000, Infotopia was acquired by Dr.
Abravanel's Formulas, Inc. ("Dr. Abravanel's"), a Nevada Company trading on the
OTCBB under the symbol "DABV." Pursuant to a Plan of Exchange by and between Dr.
Abravanel's and Infotopia, Dr. Abravanel's would acquire 100% of the outstanding
stock of Infotopia in exchange for the common stock of Dr. Abravanel's. On April
26, 2000, the name Dr. Abravanel's was changed to Infotopia and the stock symbol
became IFTP.

The following table sets forth the range of the high and low closing
bid prices per share of our Common Stock during each of the calendar quarters
identified below. These bid prices were obtained from the National Quotation
Bureau and do not necessarily reflect actual transactions, retail markups,
markdowns or commissions. Based on the very limited public float and trading in
our Common Stock, we believe that such data is anecdotal and may bear no
relation to the true value of our Common Stock or the range of prices that would
prevail in a liquid market.

The high and low bid sales prices for the equity for each full
quarterly period within the two most recent fiscal years and any subsequent
interim period for which financial statements are included are as follows:

<TABLE>
<CAPTION>
Year Quarter High Bid Low Bid Year Quarter High Bid Low Bid
<S> <C> <C> <C> <C> <C> <C> <C>
1998 4th N/A* N/A* 1999 4th .0625** .0625
1999 1st N/A* N/A* 2000 1st .0625 .0625
1999 2nd N/A* N/A* 2000 2nd .5 .0625
1999 3rd N/A* N/A* 2000 3rd .99 .09
</TABLE>

--------------------------------------------------------------------------------
* Infotopia's securities were not listed on the Over-the-Counter Bulletin Board
until the fourth quarter of 1999.

** Started trading on October 19, 1999.

** Stock symbol was DABV until second quarter 2000.

24
<PAGE> 27
EXECUTIVE COMPENSATION

Summary Compensation Table

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
OTHER RESTRICTED ALL OTHER
NAME AND PRINCIPAL ANNUAL STOCK COMPENSATION
POSITION YEAR SALARY BONUS COMPENSATION AWARDS(9)
----------------------- ---- ------ ----- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Elliot Abravanel, CEO, 1998 $0(4) - - - -
President
Mark Delott, Director, 1998 $0(4) - - - -
Vice President

Elliot Abravanel, CEO, 1999 $0(4) - - - -
President
Mark Delott, Director, 1999 $0(4) - - - -
Vice President

Elliot Abravanel, CEO, 2000 $0(4) - - - -
President
Mark Delott, Director, 2000 $0(4) - - - -
Vice President(1)

Daniel J. Hoyng, 2000 $175,000 $20,000 - (5) -
CEO(2) 2000 $165,000 $20,000 - (6) -
Ernest Zavoral,
President(2) 2000 $100,000 $12,000 - (7) -
Marek Lozowicki,
Secretary, Treasurer 2000 $0$90,000 $568,750(8)
Clinton Smith(2) 2000
Tony Ferracone(3)
</TABLE>

(1) On April 25, 2000, the Company accepted the resignation of Mr. Mark Delott
as a member of the board of the directors and as an officer of the Company.

(2)On April 25, 2000, the Company accepted the resignation of Dr. Elliot
Abravanel as CEO and President of the Company and Mr. Dan Hoyng was appointed
CEO. Ernest Zavoral was appointed as President and Clinton Smith was appointed
to the Board of the Company.

(3) Tony Ferracone resigned as a Director of the Company on October , 2000.

(4) In lieu of compensation for services performed on behalf of the Company
since its inception, Dr. Abravanel and Mr. Delott participated in a Rule 701
Compensatory Benefit Plan whereby each of those individuals was allowed to
purchase 750,000 shares of the Company's common stock at par value or $0.001 per
share ($750). The foregoing individuals entered into the Rule 701 Compensatory
Benefit Plan in April of 1998 although the shares were not actually purchased
until August of 1998.

25
<PAGE> 28
(5) Consists of 111,200 shares valued at $ awarded on April 26, 2000 and
1,500,000 shares valued at $0.8125 awarded on September 13, 2000.

(6) Consists of 106,788 shares valued at $ awarded on April 26, 2000 and
1,300,000 shares valued at $0.8125 awarded on September 13, 2000.

(7) Consists of 75,000 shares valued at $ awarded on April 26, 2000 and
1,000,000 shares valued at $0.8125 awarded on September 13, 2000.

(8) Consists of 700,000 shares valued at $0.8125 awarded to Mr. Smith on
September 13, 2000.

(9) As of the end of the last fiscal year there was restricted shares
valued at . No dividends will be paid on any of the restricted
stock.

FINANCIAL STATEMENTS

Unaudited financial statements as of May 31, 2000, and for the
three-month period then ended.
INFOTOPIA, INC.
BALANCE SHEETS
UNAUDITED

<TABLE>
<CAPTION>
For the For the
Period Period Ended
Ended
May 31, February 29,
2000 2000
---------- ----------
<S> <C> <C>
Cash and cash equivalents $ 4,556 $ 4,579
Accounts receivable, net of
allowance for doubtful accounts of
$27,000 and $15,000 142,153 82,585

Inventory 482,559 195,531
Prepaid expenses and other current
assets 1,527,633 724,231
---------- ----------
Total current assets 2,156,901 1,006,926

accumulated depreciation and
amortization of $199,490 and
$182,154 340,094 204,430

amortization of $50,141 and
$ 21,668 688,933 690,235
Licenses and other intangibles, less
accumulated amortization of $477,678
and $403,820 1,246,595 1,320,453
Investment 375,000 375,000
---------- ----------
TOTAL ASSETS $4,807,523 $3,597,044
========== ==========
</TABLE>

26
<PAGE> 29
INFOTOPIA, INC.
BALANCE SHEETS

UNAUDITED

<TABLE>
<CAPTION>
For the Period For the Period
Ended Ended
LIABILITIES AND STOCKHOLDERS' EQUITY May 31, 2000 February 29, 2000
--------------- -----------------
<S> <C> <C>
CURRENT LIABILITIES - -
Due to related party $ - $ 9,249,296
Accounts payable and accrued expenses 2,755,605 2,125,310
Current maturities of long-term debt 218,000 216,918
Current maturities of notes payable to stockholders and
affiliates 120,627 120,627
Deferred revenue, current portion 81,301 631,301
-------------- ---------------
Total current liabilities 3,175,533 12,343,452

LONG-TERM LIABILITIES
Long-term debt, less current portion 734,536 867,672
-------------- ---------------
TOTAL LIABILITIES 3,910,069 13,211,124

STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 40,000,000
shares authorized; 20,260,902 shares issued and
outstanding 20,260 -
Additional paid-in capital 11,616,859 -
Accumulated deficit (10,739,665) (9,614,080)
-------------- ---------------
-
Total stockholders' equity 897,454 (9,614,080)
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,807,523 $ 3,597,044
=============== ===============
</TABLE>

27
<PAGE> 30
INFOTOPIA, INC.
STATEMENT OF OPERATION
UNAUDITED

<TABLE>
<CAPTION>
For the Period For the Period
Ended Ended
May 31, 2000 May 31, 1999
REVENUE ------------ ------------
<S> <C> <C>
Sales, net of returns and
allowances of $64,986 and $103,200 $ 871,268 $ 1,187,684

COST OF SALES 372,952 369,347
------------ -------------
GROSS PROFIT 498,316 818,337
------------ -------------

OPERATING EXPENSES
General and administrative 1,335,994 1,103,362
Selling and marketing 341,861 1,383,399
Depreciation and amortization 156,905 78,576
------------ -------------
Total operating expenses 1,834,760 2,565,337
------------ -------------
LOSS FROM OPERATIONS (1,336,444) (1,747,000)

OTHER INCOME (EXPENSE)
Interest expense 198,188 45,903
------------ -------------

LOSS FROM OPERATIONS BEFORE INCOME
TAXES (1,534,633) (1,792,903)

INCOME TAXES - -
------------ -------------
NET LOSS $ (1,534,633) $ (1,792,903)
============ =============

Basic and diluted loss per share (0.10) (0.14)

Weighted average shares
outstanding 14,675,627 12,841,353
</TABLE>

28
<PAGE> 31
INFOTOPIA, INC.
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MAY 31, 2000
UNAUDITED

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (1,534,633)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operating activities
Depreciation and amortization 156,905
Changes in assets and liabilities
Accounts receivable - trade (71,568)
Inventory (287,028)
Prepaid expenses 680,302
Other changes 409,048
Accounts payable and accrued expenses 630,295
Customer deposits (550,000)
------------
--
Net cash provided by operating activities (566,679)
------------
--

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (153,000)
Capitalized production cost (27,171)
Licenses and other intangibles 0
------------
-
Net cash used in investing activities (180,171)
------------
--
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt 51,689
Payments on debt (9,863)
Proceeds from stock subscriptions 705,000
------------
Net cash provided (used in) financing activities 746,827
------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (24)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 4,579
------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 4,556
============
SUPPLEMENTAL INFORMATION:
Interest paid $ 6,910
Income taxes paid $ 0
</TABLE>

29
<PAGE> 32
INFOTOPIA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED MAY 31, 2000
(UNAUDITED)

NOTE 1 - Summary of significant accounting policies

a) Organization and Basis for Presentation

INFOTOPIA, INC. (Formerly Flex Marketing, Inc. (OH)) (the "Company" or
"Infotopia") was incorporated under the laws of Ohio in September 11, 1997. The
company was acquired by National Boston Medical, Inc. (NV) in a share exchange
agreement executed on November 21, 1998. The Company was spun-off in a share
exchange agreement between National Boston Medical, Inc. and Dr. Abravanel's
Formulas, Inc. (DABV) in which 100% of the outstanding stock of Infotopia, Inc.
would be exchanged for common stock of DABV. As a result of the plan of the
exchange, Dr. Abravanel's Formulas, Inc. changed its name to Infotopia, Inc.
(IFTP).

b) Business Operations

The Company engages in the development, marketing, advertising and selling of
innovative wellness products through direct marketing and response efforts.

c) Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported 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.

d) Revenue Recognition

Infotopia recognizes product revenues upon shipment to the customer. Products
are often back-ordered and are not shipped immediately. The Company recognizes
these

30
<PAGE> 33
cash receipts as customer deposits for sales that have yet to be
completed.

e) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

f) Concentration of Credit Risk

The Company places its cash in what it believes to be credit-worthy financial
institutions. However, cash balances exceeded FDIC insured levels at various
times during the period.

g) Accounts Receivable

For financial reporting purposes, the Company utilizes the allowance method of
accounting for doubtful accounts. The Company performs ongoing credit
evaluations of its customers and maintains an allowance for potential credit
losses. The allowance is based on an experience factor and review of current
accounts receivable. Uncollectible accounts are written off against the
allowance accounts when deemed uncollectible.

h) Inventory

Inventories consisted primarily of component parts and finished goods, which are
valued at the lower of cost or market on the first-in, first-out (FIFO) basis.

i) Property and Equipment

Property and equipment is stated at cost. Depreciation is provided for in
amounts sufficient to relate the cost of depreciable assets to operations over
their estimated service lives of five to seven years.

Maintenance and repairs are charged to expense as incurred; additions and
betterments are capitalized. Upon retirement or sale, the cost and related
accumulated depreciation of the disposed assets are removed and any resulting
gain or loss is credited or charged to operations.

j) Capitalized Production Costs

31
<PAGE> 34
SFAS No. 53 "Financial Reporting by Producers and Distributors of Motion Picture
Films" requires capitalization of production costs and is to be amortized over
the useful life of the program.

k) Intangibles

Intangibles consist of goodwill, formula and license costs. Goodwill represent
costs in excess of net assets acquired in connection with businesses acquired.
Goodwill is being amortized to operations over 15 years. License acquisition
costs are being amortized over their expected useful lives or 3 years.

Should events or circumstances occur subsequent to the acquisition of a business
which brings into question the realizable value or impairment of the related
goodwill, the Company will evaluate the remaining useful life and balance of
goodwill and make adjustments, if required. The Company's principal
consideration in determining an impairment includes the strategic benefit to the
Company of the particular assets as measured by undiscounted current and
expected future operating income of that specified groups of assets and expected
undiscounted future cash flows. Should an impairment be identified, a loss would
be reported to the extent that the carrying value of the related goodwill
exceeds the fair value of that goodwill as determined by valuation techniques
available in the circumstances.

l) Income Taxes

Income taxes are provided for based on the liability method of accounting
pursuant to Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes". The liability method requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the reported amount of assets and liabilities and
their tax basis.

m) Offering Costs

Offering costs consist primarily of professional fees. These costs are charged
against the proceeds of the sale of common stock in the periods in which they
occur.

32
<PAGE> 35
n) Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, notes
receivable, accounts payable, accrued expenses and income taxes payable
approximate fair value due to the relatively short maturity of these
instruments. The fair value of long-term borrowings was determined based upon
interest rates currently available to the Company for borrowings with similar
terms. The fair value of long-term borrowings approximates the carrying amounts
at May 31, 2000.

o) Long-lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate the the related carrying amount may
not be recoverable. When required, impairment losses on assets to be held and
used are recognized based on the fair value of the assets and long-lived assets
to be disposed of are reported at the lower of carrying amount or fair value
less cost to sell.

p) Stock-Based Compensation

The Company has adopted the intrinsic value method of accounting for stock-based
compensation in accordance with Accounting Principles Board Opinion ("APB") No.
25, "Accounting for Stock Issued to Employees" and related interpretations.

q) Impact of Year 2000 Issue

During the year ended December 31, 1998, the Company conducted an assessment of
issues related to the Year 2000 and determined that it was necessary to modify
or replace portions of its software in order to ensure that its computer systems
will properly utilize dates beyond December 31, 1999. The Company completed Year
2000 systems modifications and conversions in 1999. Costs associated with
becoming Year 2000 compliant are not material. At this time, the Company cannot
determine the impact of the Year 2000 will have on its key customers or
suppliers. If the Company's customers or suppliers don't convert their systems
to become Year 2000 compliant, the Company may be adversely impacted. The
Company is

33
<PAGE> 36
addressing these risks in order to reduce the impact on the Company.

NOTE 2 - INVESTMENTS

In June 1998, the Parent acquired ten percent of Dermaguard's Common Stock. The
Investment is carried at lower of cost or market.

NOTE 3 - PREPAID EXPENSES

PREPAID EXPENSES ARE SUMMARIZED AS FOLLOWS:

<TABLE>
<S> <C>
Legal and professional services paid $1,341,757
in stock
Capital development fee 70,772
Employee compensation 41,104
Royalties 60,000
Inventory 14,000
----------
Total prepaid expenses $1,527,633
==========
</TABLE>

NOTE 4 - PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT IS SUMMARIZED AS FOLLOWS:

<TABLE>
<S> <C>
Warehouse equipment and molds $320,789
Computer equipment and software 152,068
Furniture and office equipment 41,726
Leasehold improvements 11,360
Vehicles 13,641
--------
$539,584
Less: accumulated depreciation and
amortization 199,490
--------
Property and equipment, net $340,094
========
</TABLE>

DEPRECIATION EXPENSE FOR THE QUARTER ENDED MAY 31, 2000 WAS $54,574.

34
<PAGE> 37
NOTE 5 - CAPITALIZED PRODUCTION COSTS

CAPITALIZED PRODUCTION COSTS ARE SUMMARIZED AS FOLLOWS:

<TABLE>
<S> <C>
Cactus Jack production $292,424
Dean Tornabene (DTCP) production 446,650
--------
739,074
Less: accumulated amortization 50,141
--------
Capitalized production costs - net $688,933
========
</TABLE>

PRODUCTION COST AMORTIZATION FOR THE PERIOD WAS $28,473.

NOTE 6 - INTANGIBLES

INTANGIBLES ARE SUMMARIZED AS FOLLOWS:

<TABLE>
<S> <C>
Goodwill $ 880,277
Safeshield formula 343,996
Cactus Jack products 330,000
DTCP products 170,000
----------
1,724,273
Less: accumulated amortization 477,678
----------
Total intangibles - net $1,246,595
==========
</TABLE>

AMORTIZATION EXPENSE FOR THE PERIOD WAS $73,858.

NOTE 7 - LONG-TERM DEBT

LONG-TERM DEBT CONSISTS OF THE FOLLOWING:

<TABLE>
<S> <C>
Flex Marketing Inc. Notes Payable $ 600,763
Virasept Note Payable 37,000
Triad Note Payable 150,000
Frederickson Television 93,911
Other Notes Payable 191,489
----------
1,073,163
Less: Current Portion 338,627
----------
Total Long-term debt - net $ 734,536
==========
</TABLE>

35
<PAGE> 38
NOTE 8 - NOTES PAYABLE TO STOCKHOLDERS AND AFFILIATES

The Company has in aggregate $120,627 due to stockholder loans which arose from
the parent's acquisition of various entities.

NOTE 9 - ACCOUNTS PAYABLE

Accounts payable and accrued expenses consist of the following:

<TABLE>
<S> <C>
Accounts payable $2,396,621
Accrued liabilities 358,984
----------
$2,755,605
==========
</TABLE>

NOTE 10 - DEFERRED REVENUE

Unfulfilled sales orders at May 31, 2000 amounted to $81,301.

NOTE 11 - INCOME TAXES

At May 31, 2000, the Company had net carry-forward losses of approximately
$11,100,000. Because of the current uncertainty of realizing the benefit of the
tax carry- forwards, a valuation allowance equal to the tax benefit for deferred
taxes has been established. The full realization of the tax benefit associated
with the carry- forwards depends predominantly upon the Company's ability to
generate taxable income during the carry-forward period.

Deferred tax assets and liabilities reflect the net tax effect of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and amounts used for income tax purposes. Significant
components of the Company's deferred tax asset and liabilities are as follows:

36
<PAGE> 39
<TABLE>
<S> <C>
Deferred Tax Assets
Loss Carry-forwards $ 11,148,713
Less: Valuation allowance (11,148,713
------------
Net Deferred Tax Assets $ --
============
</TABLE>

Net operating loss carry-forwards expire starting in 2007 through 2019. Per year
availability is subject to change of ownership limitations under Internal
Revenue Code Section 382.

NOTE 12 - CAPITAL STOCK TRANSACTIONS

On April 25, 2000, Dr. Abravanel's Formulas, Inc. (DABV) entered into an
exchange agreement with the Parent in which 100% of the outstanding stock of
Infotopia, Inc. was exchanged for common stock of DABV. Of the 12,841,353
initial DABV shares, 9,388,223 shares were canceled per the exchange agreement
and the Parent received 8,167,387 shares. Through the quarter ended May 31,
2000, 7,629,285 shares were issued for legal and consulting services. At the end
of the period there were 19,555,402 shares issued and outstanding.

The exchange agreement specified that the Parent receive 8,167,387 shares. At
the end of the period, the Parent received 7,949,999 shares and 217,388 shares
were due to the Parent. On April 26, 2000 an engagement letter for Corinthians
Ltd. was executed related to stock subscriptions at $1.00 per share. The related
equivalent common stock (705,000) was reflected as issued and outstanding at
quarter end.

NOTE 13 - GOING CONCERN

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As of May 31, 2000, the Company has a working
capital deficit of $643,632 and an accumulated deficit of $10,739,664. Based
upon the Company's plan of operation, the Company estimates that existing
resources, together with funds generated from operations, will not be sufficient
to fund the Company's working capital. The

37
<PAGE> 40
Company is actively seeking additional equity and debt financing. There can be
no assurances that sufficient financing will be available on terms acceptable to
the Company or at all. If the Company is unable to obtain such financing, the
Company will be forced to scale back operations, which would have an adverse
effect on the Company's financial condition and results of operation.

NOTE 14 - SUBSEQUENT EVENTS

On June 26, 2000, the Company entered into a License Agreement with Torso Tiger,
Inc. ("TT"). Under the terms of the agreement, TT grants and licenses to the
Company the exclusive worldwide rights to advertise, promote, market, sell,
distribute and exploit the fitness product currently known as "Torso Tiger". In
consideration of the license, the Company will compensate TT common stock equal
to $500,000; a weekly royalty of 5% of Gross Sales Revenues (GSR) of the Product
and its upsells in the non- retail markets; a weekly royalty of 17% of GSR from
worldwide retail and additional contingent bonuses based on meeting or exceeding
sales quotas.

On June 12, 2000, the Company entered into a Mutual Release and Settlement
Agreement ("Release") with Greenwood & Hall to settle a debt of $131,500.

On July 11, 2000, the Company entered into a Settlement Agreement and Full
Release with David Vitko, D.V. Back Products, Inc. for a settlement of debt of
$368,434 over a 4 month period and Infotopia retains all rights to the
Backstroke Back Massager.

The Company entered into a Settlement Agreement and Full Release with Remon
Hayek pertaining to the Backstroke Back Massager for a settlement of debt of
$125,000.

38
<PAGE> 41

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheet of Dr. Abravanel's Formulas, Inc.
( A Development Stage Company) as of February 29, 2000, and the related
statements of operations, shareholder's equity and cash flows for the year ended
February 29, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit. The financial statements of Dr.
Abravanel's Formulas, Inc. from inception on April 28, 1998 to February 28,
1999, were audited by other auditors whose report dated March 5, 1999, expressed
an unqualified opinion.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit of the financial statements provides a reasonable
basis for our opinion. In our opinion, based on our audit, the financial
statements referred to above present fairly, in all material respects, the
financial position of Dr. Abravanel's Formulas, Inc. as of February 29, 2000,
and the results of its operations, shareholder's equity and cash flows for the
year ended February 29, 2000, in conformity with generally accepted accounting
principles.

/s/ Randy Simpson CPA PC

Randy Simpson, CPA, P.C.
A Professional Corporation

April 20, 2000
Sandy, Utah

39
<PAGE> 42
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)

BALANCE SHEET

ASSETS

<TABLE>
<CAPTION>
February 29,
2000
Current Assets
<S> <C>
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

LIABILITIES AND SHAREHOLDERS' EQUITY

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.

40
<PAGE> 43
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>
<CAPTION>
Period from
Period from Inception
Inception (April 28,
Year Ended (April 28, 1998) 1998) to
February 29, to February 28, February 29,
2000 1999 2000
<S> <C> <C> <C>
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 5,610 (5,610) --
expense (benefit)

Net Loss $(14,962) $(21,104) $(36,066)

Net loss before income
taxes per share
(note 1 ) $ (0.01) $ (0.01)
Net loss per share $ (0.01) $ (0.01)
(note 1)

Weighted average common
shares
(in thousands) 12,841 10,374
(note 1)
</TABLE>

See accompanying notes to financial statements.

41
<PAGE> 44
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>
<CAPTION>
Twelve Month Period from Inception
Period Ended (April 28, 1998) to
February 29,2000 February 29, 2000
<S> <C> <C>
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 value) 10,000
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.

42
<PAGE> 45
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>
<CAPTION>
Year Ended Period from Period from
February 29, Inception Inception
2000 (April 28, (April 28,
1998) to 1998) to
February 29, February 29,
2000 2000
<S> <C> <C> <C>
Cash Flows used in Operating Activities:
Net loss $(14,962) $ (21,140) $ (36,066)
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 activities (9,352) (26,750) (36,066)

Changes in Assets and Liabilities:
Advance to officer (525) (525)
Increase (decrease) in prepaid supplies 1,045 (12,790) (11,745)
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 activities (32,037) 83,211 51,174

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 formulas contributed
to the Company $ 10,000
</TABLE>

See accompanying notes to financial statements.

43
<PAGE> 46
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

44
<PAGE> 47
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

45
<PAGE> 48
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

46
<PAGE> 49
100 for Vibrant Health", and has a limited inventory of this product.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

The Company's former accountant, Balmer and Nelson resigned on April 14, 2000;
the Company engaged a new accountant on that same date: Randy R. Simpson, C.P.A.
P.C.. The change in accountants was reported in a Report on 8K which was filed
with the Securities and Exchange Commission on April 19, 2000. There were no
disagreements with the Company's former accountants which would require further
disclosure under this Item 8.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for
us by Bondy & Schloss LLP, New York, New York.

EXPERTS

The financial statements of Infotopia, Inc., for the year ended
February 29, 2000 have been audited by Randez Simpson P.C., Certified Public
Accountants, and have been included in this prospectus in reliance upon the
report of such firm and upon their authority as experts in accounting and
auditing.

You may rely only on the information contained in this prospectus. We
have not authorized anyone to provide information different from that contained
in this prospectus. Neither the delivery

47
<PAGE> 50
of this prospectus nor sale of common stock means that information contained in
this prospectus is correct after the date of this prospectus. This prospectus is
not an offer to sell or solicitation of an offer to buy these shares of common
stock in any circumstances under which the offer and/or solicitation is
unlawful.

WHERE CAN YOU FIND MORE INFORMATION

48
<PAGE> 51
64,253,203 SHARES

INFOTOPIA, INC.

COMMON STOCK

PROSPECTUS

OCTOBER__, 2000
<PAGE> 52
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Nevada General Corporation Law (the "NGCL"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable in connection with a proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation. In the case of a criminal action or
proceeding, the director or officer must have had no reasonable cause to believe
that the person's conduct was unlawful. The NGCL also provides that
indemnification is not exclusive, and a corporation may make any other or
further indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, however no indemnification may be made, if
a judgment or other final adjudication establishes such director or officers'
actions or omissions to act, were material to the cause of action so adjudicated
and constitute: (a) a violation of the criminal law, unless the director or
officer had reasonable cause to believe his/her conduct was lawful or had no
reasonable cause to believe his/her conduct was unlawful; (b) a transaction from
which the director or officer derived an improper personal benefit; (c) in the
case of a director, a director held liable for an unlawful distribution, as
defined by the NGCL; or (d) willful misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of shareholder.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses payable by the Company in
connection with the sale, issuance and distribution of the securities being
registered, other than underwriting discounts and commissions. All amounts are
estimates except the SEC registration fee.

<TABLE>
<S> <C>
SEC Registration Fee.............................. $ 4,840.20
Printing and Engraving Expenses................... 10,000.00
Legal Fees and Expenses........................... 40,000.00
Accounting Fees and Expenses...................... 10,000.00

Total............................................. $ 64,840.20
</TABLE>

II-1
<PAGE> 53
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

Subsequent to the Plan of Exchange dated April 25, 2000, Balmer and
Nelson resigned as the independent accountant for Dr. Abravanel's. Balmer &
Nelson previously audited the balance sheet of Dr. Abravanel's as of February
28, 1999 and the related statements of operations, stockholders' equity, and
cash flows for the period from April 28, 1998 (inception) through February 28,
1999. Balmer and Nelson has not issued an adverse opinion or a disclaimer of
opinion, nor has any report during the past year been qualified or modified as
to uncertainty, audit scope, or accounting principles. During Dr. Abravanel's
most recent fiscal year, and any subsequent interim period preceding the
resignation of Balmer and Nelson, there were no disagreements with Balmer and
Nelson on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. During Dr. Abravanel's most recent
fiscal year and any subsequent interim period preceding this change in certified
accountants:

(A) Balmer and Nelson did not advise Dr. Abravanel's that the internal
controls necessary to develop reliable financial statements did not exist;

(B) Balmer and Nelson did not advise Dr. Abravanel's that information
had come to the accountant's attention that led it to no longer be able to rely
on management's representations, or that made it unwilling to be associated with
the financial statements prepared by management;

(C) Balmer and Nelson did not advise Dr. Abravanel's of the need to
expand significantly the scope of its audit, or that information had come to the
accountant's attention during said time period that if further investigated,
may: (i) materially impact the fairness or reliability of either: a previously
issued audit report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report
(including information that may prevent it from rendering an unqualified audit
report on those financial statements), or (ii) cause it to be unwilling to rely
on management's representations or be associated with Dr. Abravanel's financial
statements; or

(D) Balmer and Nelson did not advise Dr. Abravanel's that information
had come to the accountant's attention that it had concluded materially impacted
the fairness or reliability of either (i) a previously issued audit report or
the underlying financial statements, or (ii) the financial statements issued or
to be issued covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report (including information
that, unless resolved to the accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial

II-2
<PAGE> 54
statements).

On April 14, 2000, Dr. Abravanel's engaged Randy R. Simpson, C.P.A.,
P.C. as the new independent accountant engaged as the principal accountant to
audit Dr. Abravanel's financial statements. During Dr. Abravanel's two most
recent fiscal years, and any subsequent interim period prior to engaging Randy
R. Simpson, neither Dr. Abravanel's nor anyone on its behalf consulted Randy R.
Simpson regarding either: (1) the application of accounting principles to a
specified transaction, either completed or proposed; or (2) the type of audit
opinion that might be rendered on Dr. Abravanel's financial statements; or (3)
any matter which was either the subject of a disagreement (there were no
disagreements as stated above) or a reportable event (as described in Item
304(a)(1)(V) of Regulation S-K). The decision to engage Dr. Abravanel's new
accountant, Randy R. Simpson, was recommended and approved by Dr. Abravanel's
board of directors.

RECENT SALES OF UNREGISTERED SECURITIES

In a series of transactions between April 1998 and September 1998, Dr.
Abravanel's issued common stock in several transactions. Pursuant to a
Technology Transfer Agreement, on April 28, 1998 Dr. Abravanel's issued to Dr.
Abravanel and Mark Delott 10,000,000 shares of "restricted" securities as that
term is defined in Rule 144. These shares were issued pursuant to Section 4(2)
of the Act. In consideration of the issuance of these shares, Dr. Abravanel's
acquired 100% of the rights of all the formulas that they marketed. In addition,
on August 26, 1998, Dr. Abravanel's issued to Dr. Abravanel and Mark Delott
1,500,000 shares of common stock pursuant to Rule 701 for $.001 per share
(750,000 shares each). Between May and September 1998, Dr. Abravanel's sold
1,341,353 Shares of its $.001 par value Common Stock at prices ranging from
$0.01 - $0.20 per Common Share for an aggregate of approximately $133,000 to 30
investors. These investors purchased such securities pursuant to an exemption
from registration pursuant to Section (4)(2)of the Securities Act of 1933 and
Regulation D, Rule 504 as promulgated thereunder (the "Private Offering"). There
were no underwriters involved in the Private Offering and no commissions were
paid nor discounts given to any individual. All purchasers executed a
Subscription Agreement indicating they have such knowledge and experience in
financial and business matters that either alone or with a purchasers
representative, they are capable of evaluating the merits and risks of the
investment. No purchasers used a purchaser representative. None of Dr.
Abravanel's Officers, Directors or affiliates participated in the aforesaid sale
of securities. No underwriters were involved in any of the offerings. Dr.
Abravanel's used the proceeds from the offerings for general working capital.

II-3
<PAGE> 55

EXHIBIT
NUMBER DESCRIPTION

3.1(1) Articles of Incorporation.

3.2(2) Bylaws.

5.1 Opinion of Bondy & Schloss LLP as to the legality of the securities
being offered.

10.1(5) Acquisition Agreement .

10.2(3) License Agreement.

10.3(3) Mutual Release and Settlement Agreement with Greenwood & Hall.

10.4(3) Settlement Agreement and Full Release with David M. Vitko, D.V. Back
Products, Inc. General Partner, Backstroke, LTD.

10.5(3) Addendum to their Manufacturing, Marketing and Distribution Agreement
with Dean Tornabene.

10.6(3) Settlement Agreement and Full Release with Cactus Jack.

10.7(3) Letter of Understanding with First Equity Capital.

10.8(4) Lease.

16(3) Letter on Change in Certifying Accountant.

23.1 Consent of Randy Simpson, CPA, P.C.

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

27 Financial Data Schedule.

(1) Incorporated by reference to Infotopia's (formerly Dr. Abravanel's
Formulas) Registration Statement on Form 10SB12G.

(2) Incorporated by reference to Infotopia's (formerly Dr. Abravanel's
Formulas) Registration Statement on Form 10SB12G.

(4) To be filed by amendment.

(3) Incorporated by reference to Infotopia's Quarterly Report on Form
10-QSB for the three-month period ended May 31, 2000.

II-4
<PAGE> 56
UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering. 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to provisions
described in Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-5
<PAGE> 57
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form SB-2 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Raynham, Massachusetts, on September , 2000.

INFOTOPIA, INC.

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

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

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

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

/s/ Marek Lozowicki Acting Chief Financial Officer, Vice
-------------------------- President and Secretary
Marek Lozowicki
<PAGE> 58
POWER OF ATTORNEY

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

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

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

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

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

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

/s/ Marek Lozowicki Acting Chief Financial Officer, Vice
---------------------------- President and Secretary
Marek Lozowicki