<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, For Use Of The
Commission
Only (As Permitted By
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
INFOTOPIA, INC.
---------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
<PAGE> 2
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, of the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
<PAGE> 3
INFOTOPIA, INC.
218 Tearall
Raynham, Massachusetts 02767
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
This Information Statement is being furnished to the stockholders of
Infotopia, Inc., a Nevada corporation (the "Company"), in connection with the
adoption of a Certificate of Amendment to the Company's Articles of
Incorporation (the "Amendment") by the written consent of the holders of a
majority in interest of the Company's voting capital stock ("Voting Capital
Stock") consisting of the Company's outstanding Common Stock ("Common Stock"),
par value $0.001 per share. The Company's Board of Directors on October 3, 2000,
approved and recommended by unanimous written consent increasing the Company's
authorized capital stock from one hundred million (100,000,000) shares of
capital stock , all of which were designated as Common Stock, to two hundred
million (200,000,000) shares of capital stock consisting of one hundred and
ninety million (190,000,000) shares of Common Stock and ten million (10,000,000)
shares of Preferred Stock ("Preferred Stock"), par value $0.001 per share.
The proposed amendment to the Articles of Incorporation was filed with the
Secretary of State of the State of Nevada but, under federal securities laws,
the Amendment will not be effective until at least 20 days after the mailing of
this Information Statement. The Company anticipates that the effective date for
the Amendment to be on or about November 16, 2000 (the "Effective Date").
VOTE REQUIRED
If the proposed Amendment was not adopted by written consent, it would have
been required to be considered by the Company's stockholders at a special
stockholders' meeting convened for the specific purpose of approving the
Amendment. The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 78.320 of the Nevada General
Corporation Law (the "Nevada Law"), which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
78.390 of the Nevada Law, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Company's
Articles of Incorporation. In order to eliminate the costs and management time
involved in holding a special meeting and in order to effect the
<PAGE> 4
Amendment as early as possible in order to accomplish the purposes of the
Company as hereafter described, the Board of Directors of the Company voted to
utilize the written consent of the holders of a majority in interest of the
Voting Capital Stock of the Company. As discussed hereafter, the Board of
Directors recommended the Amendment in an effort to raise additional capital.
The record date for purposes of determining the number of outstanding shares
of Common Stock of the Company, and for determining stockholders entitled to
vote, is the close of business on October 5, 2000 (the "Record Date"). As of the
Record Date, the Company had outstanding 99,440,492 shares of Common Stock.
Holders of the shares have no preemptive rights. All outstanding shares are
fully paid and nonassessable.
The transfer agent for the Common Stock is Alpha Tech Stock Transfer.
AMENDMENT OF ARTICLES OF INCORPORATION
On October 3, 2000, the Board of Directors approved, subject to stockholder
approval, an Amendment to the Company's Articles of Incorporation to increase
the number of shares which the Company is authorized to issue from one hundred
million (100,000,000) shares to two hundred million (200,000,000) shares, of
which one hundred and ninety million (190,000,000) shares are designated
as Common Stock, par value $.001 per share, and ten million (10,000,000)
shares are designated Preferred Stock, par value $.001 per share. Presently,
the Company's Articles of Incorporation provides that the total number of
shares which the Company has authority to issue is one hundred million
(100,000,000) shares of capital stock, all of which are designated as Common
Stock, par value $.001 per share.
On October 12, 2000, the Amendment was approved by written consent of
holders of a majority of the Company's Common Stock.
The Amendment will be effectuated by amending the first paragraph of ARTICLE
THIRD of the Company's Articles of Incorporation to read as follows:
"THIRD. The total number of shares of all classes of stock, which
the Company shall have authority to issue is Two Hundred Million
(200,000,000) shares, consisting of One Hundred and Ninety Million
(190,000,000) shares of Common Stock, par value $0.001 per share
("Common Stock"), and Ten Million (10,000,000) shares of Preferred
Stock, par value $0.001 per share ("Preferred Stock").
The Amendment has been filed with the Nevada Secretary of State, and is
anticipated to be effective 21 days after this Information Statement has been
distributed to the Company's stockholders.
The Board of Directors of the Company believes that the Amendment is
advisable and in the best interests of the Company and its stockholders in order
to attract and obtain additional sources of capital in the future from one or
more equity or debt financings.
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of October 3, 2000 by (i) each of our
directors, (ii) each of our executive officers, (iii) each person who is known
by us to own beneficially more than 5% of the Common Stock and (iv) all
directors and officers as a group.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage
---------------- ---------------- ----------
<S> <C> <C>
Daniel Hoyng(3) 2,886,200 2.9%
CEO, Chairman, Director
Ernest Zavoral 2,646,788 2.66%
President, Director
Marek Lozowicki 1,475,000 1.48%
Secretary
Clinton Smith 750,000 *
Director
Directors and Officers 7,757,988 7.80%
As a Group
</TABLE>
------------------
* - Less than 1%
CHANGE OF CONTROL
On April 25, 2000, the Board of Directors of Dr. Abravanel's Formulas, Inc.
(DABV) approved a Plan of Exchange by which DABV would acquire 100% of the
outstanding stock in Infotopia, Inc., in exchange for common stock of DABV. The
exchange was also approved by the Board of Directors and shareholders of
Infotopia, Inc. on the same day. Infotopia was, at that time, a wholly-owned
subsidiary of National Boston Medical, Inc. ("NBMX"), a Nevada corporation.
NBMX, as the shareholder of Infotopia, Inc., received a total of 8,167,387
shares of DABV's common stock for the 100 shares of Infotopia, Inc. common stock
that it held, representing 100% of the authorized common stock of Infotopia. The
Plan of Exchange was submitted and approved by the Board of Directors of
Infotopia and to the Board of Directors of NBMX, as shareholders of the common
stock of Infotopia, Inc.
On April 26, 2000, as a result of the Plan of Exchange, the DABV changed
its name to Infotopia, Inc. On April 25, 2000, DABV accepted the resignation of
Dr. Abravanel as a member of the Board of Directors and as President of DABV and
Mr. Daniel Hoyng was appointed Chief Executive Officer, Mr. Ernie Zavoral was
<PAGE> 6
appointed as President and Mr. Marek Lozowicki was appointed as Secretary.
EFFECT OF THE AMENDMENT
After the Amendment becomes effective, the Company will have authorized one
hundred and ninety million (190,000,000) shares of Common Stock and ten million
(10,000,000) shares of Preferred Stock. This change does not effect the relative
rights or privileges of the holders of the currently outstanding Common Stock,
and the newly authorized shares of Common Stock will have the same rights as the
presently authorized shares of Common Stock.
There can be no assurances, nor can the Board of Directors of the Company
predict, what effect, if any, the increase in authorized Common Stock will have
on the market price of the Company's Common Stock.
REASON FOR THE AMENDMENT
In unanimously recommending the Amendment, the Board of Directors was
principally influenced by the Company's need to have available sufficient
additional authorized capital stock to give the Company the ability to raise the
substantial additional capital it then required, and from time to time likely
will continue to require, to maintain its operations and implement its business
plan.
NO DISSENTER'S RIGHTS.
Under Nevada law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the Company's proposed amendments to the Company's
Articles of Incorporation to restructure the capitalization of the Company.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/Daniel Hoyng
---------------------------------
Daniel Hoyng, Chief Executive
Officer and Chairman of the
Board
