INFOTOPIA INC, SB-2, 2001-01-11

INFOTOPIA INC
SB-2, 2001-01-11
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS

Previous: MUNICIPAL INVESTMENT TR FD INTERM TERM SER 416 DEF ASSET FDS, 497, 2001-01-11

Next: INFOTOPIA INC, SB-2, EX-3.1, 2001-01-11

<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 2001
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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. |_|

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|

<PAGE> 2

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 | 12,000,000 | $.16 | $1,920,000 | $ 480.00 |
|behalf of certain shareholders, par | Shares | | | |
|value $.001 per share (2) | | | | |
|-------------------------------------|------------------|------------------|---------------------|--------------|
| | | | | |
|Common Stock registered on | 2,400,000 | $.16 | $ 384,000 | $ 96.00 |
|behalf of certain shareholders, par | Shares | | | |
|value $.001 per share (3) | | | | |
|-------------------------------------|------------------|------------------|---------------------|--------------|
| | | | | |
|Common Stock registered on | 19,345,000 | $.16 | $3,095,200 | $ 773.80 |
|behalf of certain shareholders, par | Shares | | | |
|value $.001 per share | | | | |
|----------------------------------------------------------------------------------------------------------------|
| | | | | |
|Common Stock registered on | 1,000,000 | $.16 | $ 160,000 | $ 40.00 |
|behalf of certain shareholders, par | Shares | | | |
|value $.001 per share (4) | | | | |
|-------------------------------------|------------------|------------------|---------------------|--------------|
|Total | 34,745,000 | | $5,559,200 | $1,389.80 |
| | Shares | | | |
-----------------------------------------------------------------------------------------------------------------
</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 January 10, 2001.

(2) Represents Common Stock reserved for issuance upon conversion of 12%
Convertible Debentures ("Debentures").

(3) Represents Common Stock reserved for issuance upon exercise of
common stock purchase warrants to be issued on the basis of four shares
for every $1 of investment in the Debentures ("Warrants").

<PAGE> 3

(4) Represents 1,000,000 shares of Common Stock issued to certain of the
Registrant's counsel for legal services rendered.

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> 4

SUBJECT TO COMPLETION, DATED JANUARY 11, 2001

PROSPECTUS

34,745,000 Shares of Common Stock

INFOTOPIA, INC.

Common Stock, Par Value $.001 Per Share

This prospectus covers the offer and sale of an estimated 34,745,000
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 January 10, 2001, the last reported
sales price of a share of Infotopia common stock was $.1719 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 January , 2001.

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information....................................... 2
Prospectus Summary........................................................ 2
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 8
Selling Shareholders...................................................... 9
Plan of Distribution...................................................... 10
Legal Matters............................................................. 41
Experts................................................................... 41
</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").
This 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."

THE COMPANY

Infotopia, Inc. was originally incorporated in the name of Flex
Marketing, Inc. under the laws of the State of Ohio on September 11, 1997. The
Company was acquired by and became a wholly owned subsidiary of National Boston
Medical, Inc. in a share exchange agreement executed on November 21, 1998. On
April 25, 2000, Dr. Abravanel's Formulas, Inc., a Nevada corporation ("Dr.
Abravanel's"), acquired Infotopia in a share exchange in which 100% of the
outstanding stock of Infotopia was exchanged for common stock of Dr.
Abravanel's. As a result of the share exchange, Dr. Abravanel's 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. The Company is funded through cash
flows from operations and does not anticipate that it will need any additional
funding over the next twelve months for ongoing operations including existing
and future projects. 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 16 new
products in various stages of development, all suitable for "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

2
<PAGE> 6

both domestic and international markets.

We hired four (4) new employees. As the company expands its operations,
we may add additional 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

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 to other media
production companies. Product development efforts led to the successful Body
Rocker in the fourth quarter of 2000. We are also actively pursuing and
reviewing additional products that may lend themselves well to this form of
marketing.

On August 18, 2000, we acquired exclusive rights to market the Torso
Tiger machine. The Torso Tiger infomercial was consistently rated in the top ten
infomercials during the months of August through November 2000 by Infomercial
Monitoring, Inc. based on the frequency of airings in the United States. In
November, 2000 the Company released the Torso Tiger II is a scaled-down version
of the best-selling Torso Tiger available only through retail channels. On
October 27, 2000 Infotopia, Inc. acquired rights to market two new products and
infomercials from Torso Tiger, Inc. The key product to the deal is the new
"Total Tiger (TM)"; the Total Tiger(TM) is a complete total body workout that
anyone can do quickly and easily to achieve amazing results. The product is a
completely new design and will utilize some of the basic components that made
the Torso Tiger (TM) so successful. In addition to Total Tiger(TM), the Company
acquired "the Hot Mommies(TM) System". The "Hot Mommies(TM) System" is a program
designed to give mothers essential nutrients for better energy, stress-relief,
better skin, hair and nails, weight loss, hormonal balance, mental clarity and
focus and an increased sex drive. The infomercial has been completed and early
results showed that for every dollar spent on media, three dollars was brought
back into the Company.

On October 27, 2000 the Company entered into an agreement with Torso
Tiger Inc. and the National Science Corporation of America (NSCA) for the
marketing of two preventive osteoporosis and prostate products.

On November 1, 2000 the Company signed a joint venture agreement for the
marketing of six new products with the Infomercial Development Companies of San
Diego, California and a right of first refusal on all new products under their
development. The new products include: Changes - Female Menopausal and PMS
herbal supplement. 60 day supply developed and endorsed by Dr. Shari Lieberman;
Facial Spa - hand held home facial unit. Works with rechargeable ni-cad battery
technology. Unit emits low heat, vibration and electrical pulse stimulation
(three setting: including all at once) and can be used with the consumer's
existing skin care products. The consumer will use heat to open the pores,
vibration to massage the cream deep into the skin and electrical pulse to
exercise facial. Fresh Start was created by Cathi Graham after she personally
experienced the loss of 186 lbs. through this system. The product consists of a
weight loss program that includes workbooks, audio and video tapes, a
fat-burning recipe book and a personal manual/journal focusing on increasing
metabolism to burn fat faster. Rejuvicare is a 30-day skin care system which
includes day cream, night cream, antioxidant serum and skin care supplement. The
Medicus Dual 2000 is a golf swing training device comprised of a golf club
having a shaft that is hinged to articulate about two distinct axes. The
training device allows the detection of multiple common swing faults through the
novel hinge design. "Multiple Streams of Cash" is a business opportunity
packager from best selling author Robert Allen which includes workbooks and
tapes. Included with the offer is a 6 hour telecoaching program with Robert
Allen and his "Millionaire Maker" Team.

On November 30, 2000 Infotopia licensed the "Body by Jake Bun & Thigh
Rocker" from Lohan Media Productions. Lohan Media and Infotopia agreed to
co-advertise the product, which allows the user to quickly and easily trim and
tone the hips and thighs. The Body By Jake Bun and Thigh Rocker was listed as
the number one ranked infomercial in the country according to Infomercial
Monitoring Service Inc.'s National Cable Rankings for infomercials airing for
the week ending December 29, 2000.

Infotopia has completed final edits of the Body Rocker total body work
out machine. The Body Rocker infomercial was aired in limited edition and is
now ready for a national rollout.

Infotopia, Inc. is also marketing the Cooking Saddle, which allows the
ability to effortlessly lift turkey or other meats from cooking pan to the table

We are projecting revenues in these new products and additional
projected launches in the coming year to help us achieve our goal of $38,000,000
in sales revenue for the end of fiscal 2001 (ending February 28, 2001). The
Company is projecting net sales of $220,233,158 for fiscal 2002.

3
<PAGE> 7

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

PRODUCTS

Infotopia is currently marketing the Torso Tiger, the Body Rocker, the
Body by Jake Bun & Thigh Rocker, the Cooking Saddle the Backstroke Back
Massager and the Hot Mommies System. The Torso Tiger II is strictly available
through major retailers in the United States through direct marketing only.

TORSO TIGER

The Torso Tiger is an abdominal and upper body exercise machine. It
allows the user to exercise the upper and lower abdominal muscles, waist, chest,
back and shoulders, and triceps and biceps simultaneously.

TORSO TIGER II

The Torso Tiger II is a smaller version of the Torso Tiger which is sold
through major retailers throughout the world.

BODY ROCKER

The Body Rocker affords the user the ability to do strength training and
a non-impact aerobic workout using one machine. The areas affected through the
use of the Body Rocker include the upper and lower body abs, waist, chest, back
and shoulders, triceps, biceps and the hamstring gluts and thighs.

COOKING SADDLE

The Cooking Saddle is a fully netted cotton material that can hold up to
a 40-pound turkey. The Cooking Saddle is placed under a turkey before it is
baked by means of straps which are raised up over the sides to hold the legs and
wings tucked inside the Cooking Saddle. When the turkey is ready to be removed
from the oven, the Cooking Saddle is used to lift the turkey from the cooking
pan to the platter. A patent is pending on the Cooking Saddle. The Company
currently has a commitment for one million units from a major retail chain.

4
<PAGE> 8
BACKSTROKE BACK MASSAGER

The Backstroke Back Massager is a body massager and health care device
which was designed by a doctor of chiropractic medicine. The Backstroke Back
Massager provides muscle stimulation, increased circulation and acupressure in
the neck, back and torso. The unit is marketed with an adjustable neck support
roller and video instruction tape.

BODY BY JAKE BUN & THIGH ROCKER

The Body by Jake Bun & Thigh Rocker enables users to tone hips and
thighs and to simultaneously tighten the buttocks area.

HOT MOMMIES SYSTEM

The Hot Mommies System consists of natural herbal formulas providing the
essential nutrients that mothers generally need and lead to higher energy,
stress-relief, improved skin, hair and nails, weight loss, and hormonal balance.
Hot Mommies products include Essential 3 Formula which contains a weight
reducing and balancing formula and a unique herbal formulation to increase body
energy. The Hot Mommies System also includes Fat Sweeper, a dietary supplement
to be used to reduce the amount of fat absorbed by the body after the
consumption of foods that are high in fat.

PRODUCTS TO BE RELEASED DURING 2001

The Company has currently in development eight additional projects. Some
of these projects have completed infomercials and others will be completed in
the first and second quarters of 2001.

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

5
<PAGE> 9

Inventory control and distribution system.
Our failure to properly manage any of these or other growth-related challenges
could adversely affect 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 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 Hoyng 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 Hoyng, our Chairman and Chief
Executive Officer, Ernest Zavoral, our President and Marek Lozowicki, our
Executive Vice President. We also have employment contracts in effect with Lisa
Ulshafer, Vice President of Information Technology, Robert Tilton, Vice
President of Public Relations, Alan Ricks, Vice President of Operations and Bill
Gross, Vice President of Internet Direct Marketing. 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.

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

6
<PAGE> 10

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 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.

7
<PAGE> 11
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.

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

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

8
<PAGE> 12

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 January 5, 2001, there were 189,996,005 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.

SECURITY OWNERSHIP OF MANAGEMENT

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) 1,804,000 * 1,120,000 684,000 *
CEO, Chairman, Director
Ernest Zavoral1 2,526,788 1.33% 1,120,000 1,406,788 *
President, Director
Marek Lozowicki 1,495,000 * 1,120,000 375,000 *
Secretary
Clinton Smith 1,200,000 * 0 1,200,000 *
Director
Lisa Ulshafer 222,000 * 0 222,000 *
Vice President
Robert Tilton 52,500 * 0 52,500 *
Vice President
Alan E. Ricks 0 0 0 0 0
Vice President
William F. Gross 250,000 * * 250,000 *
Vice President
Directors and Officers 7,550,288 3.97% 3,360,000 4,190,288 2.20%
As a Group

SELLING SHAREHOLDERS

Altea Investments, Ltd.(4)(5) 20,780,000 10.93% 20,780,000 0 0
Bondy & Schloss LLP 1,000,000 * 1,000,000 0 0
</TABLE>

9
<PAGE> 13

<TABLE>
<S> <C> <C> <C> <C> <C>
Lenco Corporation 5,000,000 2.63% 5,000,000 0 0
Jake Steinfield 1,600,000 * 1,600,000 0 0
Phil Scotti 340,000 * 340,000 0 0
Robert Lieberman 60,000 * 60,000 0 0
The Vision Publishing Corp. 750,000 * 750,000 0 0
Next Millennium Capital 180,000 * 180,000 0 0
Holdings, LLC
Pro-Osteo, LLC 325,000 * 325,000 0 0
Edward S. Gelfand 75,000 * 75,000 0 0
The Infomercial Development 800,000 * 800,000 0 0
Companies
The Frederiksen Group 300,000 * 300,000 0 0
Adam MacDonald 175,000 * 175,000 0 0
</TABLE>

* Indicates less than 1%

(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 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 12,000,000 shares issuable upon the conversion of 12%
Convertible Debentures issued on or about December 29, 2000.

(5) Includes Warrants to purchase 2,400,000 shares of common stock
issued on or about December 29, 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.

10
<PAGE> 14

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 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

On September 20, 2000, Dragons Forever, Ltd., a Bahamian corporation
("Dragons"), filed a complaint against Infotopia and DOES I through X and ROES I
through X. The claims against Infotopia are being made in Infotopia's capacity
as the successor corporation of Flex Marketing, Inc. ("Flex"). Dragons alleges
that Flex breached a Media Funding Agreement ("Media Funding Agreement") entered
into by Dragons and Flex on or about April 23 1999. Dragons alleges that Flex
did not pay Dragons the monies due Dragons under the Media Funding Agreement and
seeks general damages of $10,000 and compensatory damages of $10,000 against
each defendant and reimbursement for all legal costs incurred by Dragons in
connection with this suit. Infotopia intends to vigorously defend against the
claims asserted in this matter. To date, Infotopia has filed its responsive
pleading, claiming that the Plaintiff neither has, nor can it assert, claims
against Infotopia because the Plaintiff's claims are based upon a contract with
National Boston Medical, Inc., a debtor in bankruptcy, and the Plaintiff has
filed a proof of claim in the National Boston Medical Inc. bankruptcy, admitting
that its claim is not properly made against Infotopia. At this point, Infotopia
does not believe that the Plaintiff's claims have merit, but additional facts
need to be developed through the discovery process to solidify Infotopia's
defenses to the claims. We anticipate filing dispositive motions at the earliest
possible date.

On December 11, 2000, a suit was filed against Infotopia and two of its
officers in the State Court of Fulton County, Georgia by Jeff Freedman
("Freedman"), who apparently had not been fully paid royalties under an
agreement Freedman had entered into with National Boston Medical, Inc., the
former parent of Infotopia. The claim seeks to recover damages in contract and
tort. Infotopia management is committed to providing a vigorous defense to the
claims of the Plaintiff. Infotopia asserts that Freedman's claim is properly
asserted against National Boston Medical, Inc. ("NBMI") and that claim will be
handled as part of the bankruptcy proceeding. Moreover, Freedman and NBMI have
entered into an agreement settling this claim. A Motion to Dismiss will be filed
at the earliest appropriate time.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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

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

Ernest Zavoral 43 Director and President

Marek Lozowicki 37 Executive Vice President and Secretary

Clinton Smith 41 Director

Lisa Ulshafer 36 Vice President

Robert Tilton 33 Vice President

Alan Ricks 45 Vice President

William Gross 47 Vice President
</TABLE>

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

EXECUTIVE OFFICERS AND DIRECTORS

DANIEL HOYNG, Chairman of the Board and Chief Executive Officer. Mr.
Hoyng's background includes over eight years of experience as an executive in a
public company. Mr. Hoyng has served as the CEO and Chairman of Infotopia, Inc.
since April 26, 2000 and previously served as Chairman and CEO of National
Boston Medical, Inc. and came with other key executives when Infotopia was
acquired by Dr. Abravenals's Formula from National Boston Medical, Inc.
Previously, Mr. Hoyng was Divisianal Director for Healthcare Services Group,
Inc. a publicly traded company specializing in housekeeping and laundry services
to the long-term care industry. Prior th his work with Healthcare Services
Group, Inc., Mr. Hoyng served as a Sales Manager and then General Manager for
ARA/Cory Refreshment Services. Mr. Hoyng has established a solid track record of
building sales and profits for each of the Companies he has served. Mr. Hoyng
earned a Bachelor of Science degree in Communications at Saint Joseph's
College in 1985.

11
<PAGE> 15
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, Executive Vice President and 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. Mr.
Lozowicki completed his college education in Poland and graduate studies at the
Athenaeum of Ohio in Cincinnati.

LISA ULSHAFER, is Infotopia's Vice President of Information Technology.
Ms. Ulshafer has an extensive background in graphic and website design. Prior to
joining Infotopia, Ms. Ulshafer owned and operated her own independent website
and design businesses for over seven years, including Design Comcepts from
1993-1998, Your Way Website Services from 1998 through currently and Webs on
Wall Street from October 2000 through currently. One of Ms. Ulsharer's primary
areas of responsibility will be Infotopia's website as she will focus on
assisting Infotopia in the development of having a strong Internet presence. Ms.
Ulshafter is a graduate of Michigan State University where she earned a
baccalaureate degree in 1986.

ROBERT TILTON, is Infotopia's Vice President of Investor Relations. Mr.
Tilton's primary experience is in the retail sector , having owned several
companies in both the retail and wholesale markets. Upon graduating high School
in 1985, Mr. Tilton went into a private retail and wholesale business
manufacturing and distributing novelty gift products which he did for seven
years. His responsibilities were to design, manufacture and distribute the
products as well as general business maintenance. In 1992 Mr. Tilton joined his
family's gourmet baking company that specialized in retail and wholesale gourmet
products. This business catered to the hotel chains of Marriott, Hyatt, Holiday
Inn and several upscale country clubs in the northeast. Some of Mr. Tilton's
responsibilities were the corporation's finance along with all business
developments and the production done in the facility. In his financial capacity,
Mr. Tilton became more involved with the public trading Company sector. In
October of 2000 he formed OTC Relations LLC, an investor relations firm that
caters to dealing with shareholders needs on a more personal level. At this time
he was hired as a consultant to Infotopia, handling the daily responsibilities
of shareholder requests and phone calls as well as briefing the company on the
current status of Infotopia in the marketplace. On January 7th, 2001 Mr. Tilton
joined Infotopia as Vice President of Investor Relations.

ALAN RICKS, is Infotopia's Vice President of operations. Mr. Rick's
background consists of 22 years of managerial experience in marketing, project
management, operations, planning, and business development. Mr Ricks has spent
the last six years as a consultant to retailers in marketing and development.
Prior to that he was a Projects Director for the Edward J. DeBartolo Corp., and
a Development Officer for JMB/Federated Realty for six years. Mr. Ricks also
held various positions in regional and local economic development as Vice
President-Business Development for the Dayton Development Council and Director
of Development and Planning for a local municipality. He has also held various
managerial positions, including Administrator, for two municipal operations. Mr
Ricks holds a Master's Degree in Administration and a Bachelor of Arts Degree.

WILLIAM GROSS, is Infotopia's Vice President of Internet Direct
Marketing. Mr. Gross was a co-founder and partner of an international apparel
company between 1984 and 1995. Mr. Gross also founded a retail and advertising
speciality products company and from 1996 until 2000, Mr. Gross was responsible
for taking new products from concept through manufacturing to market. Most
recently Mr. Gross was responsible for the initial business development
activities of Big Media, Inc., an Internet network advertising firm, and
assisted in company funding. Mr. Gross's educational background includes a
Bachelor of Science degree in Business Administration which was awarded to him
by the University of Illinois.

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 190,000,000 shares of common
stock, par value $.001 per share and 10,000,00 shares of preferred stock. As of
January 5, 2001, there were issued and outstanding 189,996,005 shares of common
stock and 72 holders of record. All outstanding shares of common stock are fully
paid and nonassessable. Holders of the common stock are entitled and 72 holders
of record 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.

35,031,878 of the 189,996,005 shares of the common stock outstanding as
of January 5, 2001 are subject to the limitations of Rule 144 promulgated under
the Securities Act, and 154,964,127 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

<PAGE> 16

(approximately 1,899,960 shares as of January 5, 2001) 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.

DEBENTURES

In December 2000, Infotopia issued an aggregate of $600,000 of
Convertible Debentures ("Debentures") due three years after issuance bearing
interest at the rate of 12% per annum and maturing in December, 2003. The
Debentures are convertible on or after February 13, 2001 into shares of the
Company's common stock at a price per share equal to the lesser of (i) the
average of the lowest 3 closing bid prices during the 20 trading days
immediately prior to the conversion date discounted by 30% and (ii) the average
of the lowest 3 closing bid prices during the 20 trading days immediately prior
to December 29, 2000 discounted by 30% (the "Conversion Price"). The Company
shall have prepayment rights if within 1 business day from delivery of the
conversion notice, the Company provides a written notice to Investor that it
intends to prepay the amount being converted by Investor at 135% x (outstanding
principal + unpaid interest any default and penalty payments due).

Investors in the Debentures shall receive for each $1.00 of convertible
investment, warrants to purchase four (4) shares of the Company's common stock.
Warrant terms shall include a five year term from date of issuance, exercise
price equal to $0.001, cashless exercise and demand piggyback registrations
rights (notwithstanding registration rights already granted).

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 7,800,000 shares of our common stock. These
options are exercisable at the lowest closing price of the Company's common
stock as reported on the OTCBB during the preceding twelve months.

We have also entered into certain executive employment agreements
wherein up to 2,000,000 shares may be issued to each participant at 75% of the
initial price of each offering (the "Executive Option Plan") over a two-year
period to each of four executives participating in the 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 the lowest closing price of the
Company's common stock as reported on the OTCBB during the preceding twelve
months.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Bondy & Schloss, LLP, Infotopia's corporate counsel, owns 1,000,000
shares of the Company's Common Stock.

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

13
<PAGE> 17

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.

14
<PAGE> 18

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

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED AUGUST 31, 2000 AS COMPARED TO
THE SIX MONTHS ENDED AUGUST 31, 1999

REVENUES

The Company recognizes revenues when the goods are shipped to the buyer.
Products are occasionally on back order and therefore, the revenues associated
with these orders are considered deposits to customer accounts for sales not yet
completed.

During the six months ended August 31, 2000, the Company's net revenues
were $1,026,566, an increase of $1,026,566 as compared to the six months ended
August 31, 1999. This was due to the fact that the predecessor company, Dr.
Abravanel's Formulas Inc., was a startup company that had yet to generate any
revenue. During the past six-month period, however, the Company has become a
leading provider of retail products sold primarily through infomercials with
some available through direct retail. The products are geared to delivery
through electronic ordering including television, radio and the Internet. Given
so large a buying audience and the "reach" available through these media, the
Company has been able to make major inroads in the development of sales during a
relatively short period.

OPERATING EXPENSES

As mentioned earlier, the predecessor company was not fully operational
and therefore required relatively small expenditures to operate. Infotopia, on
the other hand, went through a major restructuring during this comparable
period, redefining its strategic plan to focus primarily on a highly targeted
and relatively upscale segment of the retail buying market, fitness enthusiasts.
This shift in its business coupled with Infotopia becoming a public company
resulted in the Company incurring certain expenses unique to public companies
including professional and legal fees. In addition, the Company entered into a
variety of licensing agreements designed to enable it to offer premium products
in the areas in which the Company had chosen to compete. Thus, General and
Administrative Expenses were $5,289,229 for the six months ended August 31, 2000
as compared to $5,182 for the six months ended August 31, 1999.

<PAGE> 19

Selling and Marketing Expenses were $3,152,199 for the six months ended
August 31, 2000 as compared to $0.00 during the comparable period of 1999.
Selling and Marketing Expenses are a key component of the Retail Marketing
industry and therefore, such expenses will generally comprise a large portion of
the Company's total operating expenses. Thus, during the six months ended August
31, 2000, Selling and Marketing Expenses were 32.8% of total operating expenses
of $9,614,557. It should also be noted and as discussed below, a major portion
of the Selling and Marketing Expenses reflected in the Company's Statement of
Operations were incurred during the three month period ended August 31, 2000.

For the six-month period ended August 31, 2000, the Company incurred an
impairment loss of $935,697. This was attributable to a Settlement Agreement
entered into by the Company and Cactus Jack's Marketing Corporation ("Cactus
Jack"). The Settlement Agreement required that the Company pay cash in an amount
of approximately $100,000 to Cactus Jack and in addition, pay the outstanding
invoices of certain of Cactus Jack's suppliers and vendors. The Company expensed
the entire settlement during the six month period. In addition, the impairment
loss includes capitalized expenses related to production costs for certain
products licensed to the Company by Dean Tornabene. The Body Rocker infomercial
was completely re-edited and reproduced and the Company has chosen to write off
the cost of the original production of the Body Rocker infomercial produced by
Promoseltzer, Inc.

OTHER EXPENSES

The Company reported depreciation and amortization expenses of $237,432
for the six month period ended August 31, 2000. These expenses were largely
attributable to the amortization of the production costs associated with the
Company's videotapes and films used for its infomercials.

NET INCOME (LOSS) BEFORE INCOME TAXES

For the six month period ended August 31, 2000, the Company had a loss
of ($9,333,872) as compared to a loss of ($5,182) during the comparable period
of 1999. The Company is a new provider of the products and services that it
offers through infomercials and direct product marketing. Therefore, many of the
expenses associated with its business during the six-month period ended August
31, 2000 are one-time charges related to startup organizations. Such expenses
include the amortization of capital licenses, production costs, professional and
legal fees, and management and product consulting fees. The Company believes
that as its experience in the business matures and it generates more sales
volume, it will generate higher revenues and be profitable.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 31, 2000 COMPARED TO THE
THREE MONTHS ENDED AUGUST 31, 1999

REVENUES

The Company reported revenues of $155,298 for the three month period
ended August 31, 2000 as compared to revenues of $0.00 during the comparable
period in 1999. As explained above, the predecessor company was a developmental
company that was not fully operational. Although Infotopia is still in a
developmental stage, its sales performance as of the filing of this financial
report is very brisk. In addition, for a number of products, there is a time lag
between ordering and the booking of revenues. This is due to the fact that
revenues are not booked until the product is actually shipped. In some
instances, products may be on back order and therefore, the realization of the
revenue may not occur for a significant period of time although the
corresponding expense has occurred.

OPERATING EXPENSES

The Company incurred General and Administrative operating expenses of
$4,849,620 for the three months ended August 31, 2000. These expenses consisted
primarily of legal and professional services fees related to the Company
becoming a reporting company under the Securities and Exchange Act of 1934 (the
"Exchange Act") as well as for certain management consulting services rendered
to the Company in connection with the restructuring of its overall business
strategy.

The Company reported Selling and Marketing expenses of $3,810,338 for
the three months ended August 31, 2000. Most of this category of expense
consisted of monies associated with a Settlement Agreement entered into by the
Company and Thomas Kernaghan & Co. Limited ("TK"). The former parent company of
Infotopia, National Boston Medical, Inc., had assumed the royalty provisions in
their agreement with Thomson Kernaghan which Dr. Abravanel's Formulas, Inc.
assumed in their share exchange with National Boston Medical, Inc. The Company
issued 6,500,000 shares of common stock as settlement of $4,750,000 in potential
royalties.

17
<PAGE> 20

The Company's Impairment Loss of $935,697 was the result of a Settlement
Agreement by and between Cactus Jack's Marketing Corporation which was discussed
above in the section regarding the results of operation during the six months
ended August 31, 2000 and reclassification of certain expenses associated with
the Bradley Becker INFOMERCIAL. All $935,697 was actually incurred during the
three-month period ended August 31, 2000.

Depreciation costs for the three-month period ended August 31, 2000 were
$80,527 primarily the result of the amortization of the production costs
associated with the Company's development of its infomercials, the key component
of the Company's business.

NET INCOME (LOSS) BEFORE INCOME TAXES

The Company reported a net loss of ($17,799,240) for the three-month
period ended August 31, 2000. As mentioned previously there are a number of
reasons the Company experienced this loss, including the Company entering into a
new business in which the timing of revenues and expenses is not synchronous in
terms of when is actually realized. Thus, although there was approximately an
additional $2 million dollars in orders that actually took place during the
month of August 2000, these revenues could not be recorded on the Company's
financial statements as the products had not been shipped to the individual
purchasers and retailers. In addition, the Company is still in a startup mode
and has had to incur one-time expenses associated with changes in its overall
direction, operating philosophy and basic business. Given how brisk business has
been with the Company's major products, the Company expects to more evenly foot
revenues with costs in the not too distant future.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents at the end of the six months
ended August 31, 2000 in the amount of $83,049 as compared with $11,150 for the
comparable period in 1999. As of August 31, 2000, the Company had a working
capital deficit of $4,704,176 and an accumulated deficit of $21,385,766. The
Company's long-term debt consists of notes payable to Flex Marketing Inc., Stock
Subscription Agreements and other notes payable.

The Company currently anticipates existing sources of liquidity and cash
to be sufficient to satisfy its operational needs through the next nine months.
To make future acquisitions or for other forthcoming similar expenses, the
Company may seek to increase the amount of its credit facilities, negotiate
additional credit facilities or issue corporate debt or equity securities. Any
debt incurred or issued by the Company may be secured or unsecured, fixed or
variable rate interest and may be subject to such terms as the Board of
Directors of the Company deems prudent. The Company expects any proceeds from
such additional credit or sales of securities to be used primarily in the
development and marketing of its products. No assurances can be given that the
Company will be successful in obtaining any additional credit facilities or in
generating sufficient capital from the sale of its securities to adequately fund
its operational needs.

The Company believes that its business is subject to seasonal trends.
Sales of the Company's product offerings tend to be very strong during the first
five months of the year and very sluggish during the summer months. The
Financial Statements for the six months ended August 31, 2000 reflect this
seasonality.

The Company does not believe that inflation had a significant impact on
the Company's results of operations for the period presented. On an ongoing
basis, the Company attempts to minimize any effects of inflation on its
operating results by controlling operating costs, and, whenever possible,
seeking to insure that product prices reflect increases in costs due to
inflation.

CASH REQUIREMENTS

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
that revenues will be increasing as per projections, it may be necessary for the
Company to seek additional capital over time in order to accomplish our business
plan. We believe that it is 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 2001. The following disclosure
describes all funding since the six month period ended August 31, 2000.

18
<PAGE> 21

On September 7, 2000, the Company executed a Convertible Promissory Note
in the principal amount of $10,000, convertible into 60,000 shares of the
Company's common stock. The Note was cancelled on September 20, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 8, 2000, the Company executed a Convertible Promissory Note
in the principal amount of $10,000, convertible into 60,000 shares of the
Company's common stock. The Note was cancelled on September 8, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 11, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $50,000, convertible into 352,500 shares of the
Company's common stock. The Note was cancelled on September 19, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 11, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $12,500, convertible into 88,125 shares of the
Company's common stock. The Note was cancelled on September 16, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 11, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $20,000, convertible into 141,000 shares of the
Company's common stock. The Note was cancelled on September 18, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 12, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $12,500, convertible into 88,125 shares of the
Company's common stock. The Note was cancelled on September 13, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 12, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $25,000, convertible into 176,250 shares of the
Company's common stock. The Note was cancelled on September 12, 2000 upon the
Holder's conversion of the of the outstanding principal amount of the Note into
shares of the Company's common stock.

On September 13, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $25,000, convertible into 176,250 shares of the
Company's common stock. The Note was cancelled on September 19, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 15, 2000, the Company executed two Convertible Promissory
Notes each in the principal amount of $25,000, each convertible into 176,250
shares of the Company's common stock. One Note was cancelled on September 19,
2000 upon the Holder's conversion of the outstanding principal amount of the
Note into shares of the Company's common stock. The other Note was cancelled on
September 25, 2000 upon the Holder's conversion of the outstanding principal
amount of the Note into shares of the Company's common stock. .

On September 19, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $4,000, convertible into 10,000 shares of the
Company's common stock. The Note was cancelled on September 22, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 19, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $4,000, convertible into 10,000 shares of the
Company's common stock. The Note was cancelled on October 3, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 19, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $10,000, convertible into 25,000 shares of the
Company's common stock. The Note was cancelled on September 22, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

19
<PAGE> 22

On September 20, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $25,000, convertible into 176,250 shares of the
Company's common stock. The Note was cancelled on September 25, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 20, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $40,000, convertible into 100,000 shares of the
Company's common stock. The Note was cancelled on September 20, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On September 25, 2000, the Company executed a Convertible Promissory
Note in the principal amount of $100,000, convertible into 705,000 shares of the
Company's common. The Note was cancelled on September 25, 2000 upon the Holder's
conversion of the outstanding principal amount of the Note into shares of the
Company's common stock.

On October 3, 2000, the Company executed a Convertible Promissory Note
in the principal amount of $25,000, convertible into 176,250 shares of the
Company's common stock. The Note was cancelled on October 4, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On October 3, 2000, the Company executed a Convertible Promissory Note
in the principal amount of $50,000, convertible into 352,500 shares of the
Company's common stock. The Note was cancelled on October 5, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On October 5, 2000, the Company executed a Convertible Promissory Note
in the principal amount of $25,000, convertible into176,250 shares of the
Company's common stock. The Note was cancelled on October 6, 2000 upon the
Holder's conversion of the outstanding principal amount of the Note into shares
of the Company's common stock.

On October 9, 2000, the Company executed two Convertible Promissory
Notes each in the principal amount of $12,500, each convertible into 88,125
shares of the Company's common stock. Both Notes were cancelled on October 9,
2000 upon each Holder's conversion of the outstanding principal amount of the
Note into shares of the Company's common stock.

On October 18, 2000, 3,000,000 shares were purchased by Canadian
Advantage II at $.16666666 per share for a total investment of $500,000.

On October 24, 2000, 1,625,000 shares (originally issued as options, but
converted to common stock on November 18, 2000) were purchased by Capacity
Unlimited , Inc. at $.20 per share for a total investment of $325,000.

On October 24, 2000, 2,500,000 shares (originally issued as options, but
converted to common stock on November 18, 2000) were purchased by Capacity
Unlimited , Inc. at $.08 per share for a total investment of $200,000.

On September 14, 2000, 1,100,000 shares were purchased by Jeff Rackover
at $0.10 per share for a subscription agreement dated August 18, 2000 for a
total investment of $110,000.

On September 14, 2000, 1,400,000 shares were purchased by MLJ
Management, Inc. at $0.10 per share for a subscription agreement dated August
18, 2000 for a total investment of $140,000.

On September 14, 2000, 1,380,000 shares were purchased by Corinthian
Financier Group at $0.64 per share for a total investment of $880,000.

On September 14, 2000, 6,500,000 shares were issued to Thomson Kernaghan
for the settlement of $4,750,000 worth of potential royalties which were assumed
from National Boston Medical, Inc. in the acquisition by Dr. Abravanel's Formula
(DABV) of Infotopia, Inc.; 12,750,000 shares were issued to Thomson Kernaghan
for a total of investment of $1,767,500. (3,750,000 shares were subsequently
assigned to Oxford Capital; in addition a warrant to purchase 1,000,000 shares
of Infotopia, Inc. common stock for $0.138 was also issued.)

On October 18, 2000, 3,000,000 shares were purchased by Canadian
Advantage II at $.16666666 per share for a total investment of $500,000.

20
<PAGE> 23

On September 14, 2000, 1,100,000 shares were purchased by Jeff Rackover
at $0.10 per share for a subscription agreement dated August 18, 2000 for a
total investment of $110,000.

On September 14, 2000, 1,400,000 shares were purchased by MLJ
Management, Inc. at $0.10 per share for a subscription agreement dated August
18, 2000 for a total investment of $140,000.

On September 14, 2000, 1,380,000 shares were purchased by Corinthian
Financier Group at $0.64 per share for a total investment of $880,000.

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.

EXECUTIVE COMPENSATION

21
<PAGE> 24

Summary Compensation Table

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, CEO(2) 2000 $175,000 $20,000 - (5) -
Ernest Zavoral, 2000 $165,000 $20,000 - (6) -
President(2)
Marek Lozowicki, 2000 $100,000 $12,000 - (7) -
Secretary, Treasurer
Clinton Smith(2) 2000 $0 $568,750(8)
Tony Ferracone(3) 2000 $90,000
Lisa Ulshafer 2001 $75,000
Robert Tilton 2001 $75,000
Alan Ricks 2001 $75,000
William Gross 2001 $75,000
</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 3, 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.

(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.

22
<PAGE> 25

FINANCIAL STATEMENTS

Unaudited financial statements as of August 31, 2000, and for the
six-month period then ended.

INFOTOPIA, INC.
BALANCE SHEETS
UNAUDITED

<TABLE>
<CAPTION>
At At
February 29, 2000 August 31, 2000
-------------------- ----------------------
<S> <C> <C>

CURRENT ASSETS

Cash and cash equivalents $ 83,049 $2,838
Accounts receivable, net of allowance for
doubtful accounts of $27,000 1,239,325 525
Inventory 820,778 11,745
Prepaid expenses and other current assets 2,581,073 0
------------- ---------

Total current assets 5,646,896 15,108

PROPERTY AND EQUIPMENT, less
accumulated depreciation and amortization
of $193,472 and $182,154 191,372 0
CAPITALIZED PRODUCTION COSTS, less
accumulated amortization of $745,286 0 0
OTHER ASSETS
Licenses and other intangibles, less accumulated
amortization of $646,730 -------------- ---------

TOTAL ASSETS $5,878,645 $15,108

CAPITALIZED PRODUCTION COSTS, less

</TABLE>

23
<PAGE> 26

INFOTOPIA, INC.
BALANCE SHEETS

UNAUDITED

<TABLE>
<CAPTION>
For the period ended For the period ended
August 31, 2000 February 29,2000
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to related party $ $
Accounts payable and accrued expenses 6,690,124 0
Current maturities of long-term debt 1,510,949 0
Current maturities of notes payable
stockholders 54,989 0
Deferred revenue, current portion 1,172,339 0
----------- -----------
Total current liabilities 9,428,401 0

LONG TERM LIABILITIES 37,092 0
----------- -----------
9,465,493 0

STOCKHOLDERS' EQUITY
Common stock - 8/31/00:$.001 par
value, 100,00 shares authorized;
53,308,902 shares issued and outstanding; 53,309 -
Common stock - 2/29/00: $.001 par value,
shares authorized; 40,000,000; shares issued
and outstanding $ 12,841
Additional paid-in-capital $17,745,610 38,333

Accumulated deficit (21,385,766) (36,066)
------------ ------------
Total stockholders' equity (3,586,847) 15,108
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,878,645 $ 15,108
============ ============
</TABLE>

24
<PAGE> 27

INFOTOPIA, INC.
STATEMENT OF OPERATIONS

UNAUDITED

<TABLE>
<CAPTION>
For the six month period ended For the three month period ended
------------------------------------ -------------------------------------
August 31, 2000 August 31, 1999 August 31, 2000 August 31, 1999
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
REVENUE
Sales, net of returns
and allowances of $0,
$0,$64,986 and $0 $1,026,566 $ 0 $ 155,298 $ 0
COST OF SALE 400,697 0 27,745 0
----------- ----------- ------------ -----------
GROSS PROFIT 625,869 0 127,553 0
----------- ----------- ------------ -----------
OPERATING EXPENSES
General and
administrative 6,185,014 5,182 4,849,020 2,303
Selling and marketing 4,152,199 0 3,810,338 0
Impairment Loss 935,697 935,697
Depreciation and
amortization 237,432 0 80,527 0
----------- ----------- ------------ -----------
Total operating expenses 11,510,342 5,182 9,675,582 2,303
----------- ----------- ------------ -----------
LOSS FROM OPERATIONS (10,884,473) 5,182 (9,548,029) (2,303)
OTHER EXPENSES
Interest expense 198,188 0 0 0
----------- ----------- ------------ -----------
LOSS BEFORE INCOME TAXES (11,082,661) (5,182) (7,799,240) (2,303)

INCOME TAXES 0 (1,963) 0 (483)
----------- ----------- ------------ -----------
NET LOSS $(11,082,661) $ (3,219) $ (7,799,240) $ (1,820)
============ =========== ============ ===========
</TABLE>

Basic and diluted loss per share

Weighted average shares outstanding

25
<PAGE> 28

INFOTOPIA, INC.
STATEMENT OF CASH FLOWS
For the periods ended August 31, 2000 and August 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
For the six month periods ended
---------------------------------------------
August 31, 2000 August 31, 1999
-------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net (loss) $(11,082,661) $(3,219)
Adjustments to reconcile net
(loss) to net cash provided by
(used in) operating activities
Depreciation and amortization 237,432
Impairment Loss 935,697
Increase in deferred taxes (1,963)
Changes in assets and liabilities
Accounts receivable - trade (1,208,535)
Inventory (625,247)
Prepaid expenses (2,779,513)
Common stock issued for services 8,303,288
Accounts payable and accrued expenses 541,038
------------ ------------
Net cash provided by operating activities (2,052,648) (5,182)
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (250,490)
Licenses and other intangibles (114,008)
------------ ------------
Net cash used in investing activities (364,498) 0
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Note Receivable (525)
Proceeds from issuance of debt 1,190,000
Payments on debt (733,629)
Payment of special distribution (19,475)
Proceeds from stock subscriptions (2,039,245)
Common stock offering costs (7,375)
------------ ------------
Net cash provided (used in) financing activities 2,495,616 (27,375)
------------ ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 78,470 (32,557)
------------ ------------
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 4,579 (43,707)
------------ ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD 83,049 11,150
============ ============
SUPPLEMENTAL INFORMATION
Interest paid $ 0
Income taxes paid $ 0
</TABLE>

26
<PAGE> 29

INFOTOPIA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED AUGUST 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. On April 25,
2000 Abravanel's Formulas, Inc. (DABV) acquired Infotopia, Inc. (a
wholly owned subsidiary of National Boston Medical, Inc. in which 100%
of the outstanding stock of Infotopia, Inc. was 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.

b) Business Operations
The Company's mission is to produce, market and distribute an expanding
line of high quality, innovative health fitness and consumer products.
Infotopia seeks out products that deliver superior value, outstanding
equality and competitive prices to best satisfy customer demand. The
Company markets its products to consumers through a variety of marketing
channels including INFOMERCIALs, distribution alliances and the
Internet 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 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 for accounts when deemed
uncollectible.

27
<PAGE> 30

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 are 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
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
represents costs in excess of net assets acquired in connection with
businesses acquired. Goodwill is being amortized 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 group 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 market 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.

n) Fair Market 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 market value due to the relatively short
maturity of these instruments. The fair market value of long-term
borrowings was determined based upon interest rates currently available
to the Company for borrowings with similar terms. The fair market value
of long-term borrowings approximates the carrying amounts at August 31,
2000.

o) Long-lived Assets
Long-lived assets to be held and used are reviewed for impairment
whenever

28
<PAGE> 31

events or changes in circumstances indicate 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 market value of the
assets. Long-lived assets to be disposed of are reported at the lower of
carrying amount or fair market 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.

NOTE 2 - PREPAID EXPENSES

Prepaid expenses are summarized as follows:

<TABLE>
<CAPTION>
Aug 31, 2000
------------
<S> <C>
Legal and professional services $2,502,072
Capital development fee 65,001
Royalties and other deposits 14,000
Inventory 0
----------
Total prepaid expenses $2,581,073
==========
</TABLE>

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
Aug 31, 2000 Feb 29, 2000
------------ ------------
<S> <C> <C>
Warehouse equipment and molds $167,789
Computer equipment and software 148,033
Furniture and office equipment 44,022
Leasehold improvements 11,360
Vehicles 13,641
--------
$384,845
Less: accumulated depreciation and amortization 193,473
--------
Property and equipment, net $191,372
========
</TABLE>

Depreciation expense for the quarter ended August 31, 2000 was $16,868
and for the six month period was $90,726.

NOTE 4 - CAPITALIZED PRODUCTION COSTS

Capitalized production costs are summarized as follows:

<TABLE>
<CAPTION>
Aug 31, 2000
------------
<S> <C>
Cactus Jack production $286,636

Dean Tornabene (DTCP) production 458,650
--------
$745,286
Less: impairment loss 679,033
Less: accumulated amortization 66,253
--------
Capitalized production costs - net $ 0
--------
</TABLE>

Production cost amortization for the quarter ended August 31, 2000 was
$18,056 and $46,529 for the six month period. For the quarter ended
August

29
<PAGE> 32

31, 2000, the production costs relating to Cactus Jack was written off
due to the discontinuation of product lines and the settlement agreement
with Cactus Jack. Since the Body Rocker infomercial was completely
re-edited and reproduced, the Company has chosen to write off the cost
of the original production of the Body Rocker infomercial produced by
Promoseltzer, Inc.

NOTE 5 - INTANGIBLES

Intangibles are summarized as follows:

<TABLE>
<CAPTION>
Aug 31, 2000
------------
<S> <C>
Goodwill $1,047,278
Cactus Jack products 330,000
DTCP products 232,500
----------
$1,609,778
Less: accumulated amortization 381,066
Less: impairment loss 265,664
----------
Total intangibles - net $963,048
==========

</TABLE>

Amortization expense for the period was $45,603 for the quarter ended
August 31, 2000 and $100,177 for the six months ended August 31, 2000.

NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
Aug 31, 2000
------------
<S> <C>
Flex Marketing Inc. Notes Payable $150,247
Stock subscription agreements 1,190,000
Other Notes Payable 197,468
----------
$1,537,715
Less: Current Portion 1,510,949
----------
Total Long-term debt - net $26,766
==========
</TABLE>

The stock subscriptions were converted to common stock in September,
2000.

NOTE 7 - NOTES PAYABLE TO STOCKHOLDERS AND AFFILIATES

The Company has an aggregate of $54,989 due to stockholder loans which
arose from the parent's acquisition of various entities.

NOTE 8 - ACCOUNTS PAYABLE

Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
Aug 31, 2000
------------
<S> <C>
Accounts payable - regular trade $1,904,482
Accrued liabilities 3,545,233
Accounts payable related to Torso Tiger Agreement 1,240,409
----------
$6,690,124
==========
</TABLE>

30
<PAGE> 33

NOTE 9 - DEFERRED REVENUE

NOTE 10 - INCOME TAXES

At August 31, 2000, the Company had net carry-forward losses of
approximately $17,380,000. 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:

<TABLE>
<S> <C>
Deferred Tax Assets
Loss Carry-forwards $7,855,500
Less: Valuation allowance (7,855,500)
----------
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 11 - CAPITAL STOCK TRANSACTIONS

From June 1, 2000 through August 2000, the following shares of common
stock were issued for the reasons stated. The beginning balance at June
1, 2000 was 19,555,402. At the end of the period there were 53,308,902
shares issued and outstanding.

On July 10, 2000, 8,330,000 shares were issued to Mark Levine and Dave
Richmond to provide ongoing management and consulting for the Torso
Tiger campaign. This payment represents full and complete payment until
such time as the Torso Tiger Company is discontinued.

On July 14, 2000 3,500 shares were issued to Promoseltzer. There shares
were required per their production agreement for the BodyRocker
INFOMERCIAL.

On July 27, 2000, 420,000 shares were issued to First Equity Capital as
compensation for their services relating to the issuance of promissory
notes with warrants.

On August 11, 2000, 600,000 shares were issued to Bondy & Schloss for
their SEC legal services; 3,000,000 shares were issued to Jeffrey E.
Jacobson for patent, copyright and trademark reviews and production of
all current and future Infotopia, Inc. products; 1,300,000 shares were
issued to Dean Tornabene for his consultation as to the development of
his BodyRocker and BunRocker.

On August 16, 2000, 500,000 shares were issued to Rose Del Prince and
Charles Perez, designees of Dean Tornabene, for the licensing rights of
the BodyRocker.

31
<PAGE> 34

On August 21, 2000, 3,000,00 shares were issued to Jeffrey E. Jacobson
(these shares were issued in error and subsequently cancelled in
September) for legal services; 2,500,000 were purchased by J.B. Marc and
Associates, Inc. at $0.39 per share for an investment of $966,905.

On August 25, 2000, 3,800,000 shares were issued to Adam MacDonald for
marketing consultation, including, but not limited to, ongoing day to
day management of INFOMERCIAL campaigns; 1,500,000 shares were issued
to Bruce E. Colfin for legal services.

On August 31, 2000, 2,000,000 shares were issued to Lakeside Management
to provide investor relations.

During this period the company issued promissory notes for a total value
of $1,190,000. The company issued 8,389,500 warrants at an average price
of $0.14. These warrants were subsequently converted to Common Stock in
October.

NOTE 12 - GOING CONCERN

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As of August 31, 2000, the
Company has a working capital deficit of $4,704,176 and an accumulated
deficit of $21,385,766. Based upon the Company's plan of operation, the
Company estimates that existing resources, together with funds generated
from operations, and funds generated in subsequent transactions will be
sufficient to fund the Company's working capital. The Company is
actively seeking additional equity and debt financing to fund inventory,
media and future production expenses. 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 13 - SUBSEQUENT EVENTS

On September 13, 2000, 2,200,000 common stock shares (shares) were
issued to AT Development Trust for investor relations and financial
consulting; 3,800,000 shares were issued to employees per their
employment contracts; 700,000 shares were issued to Clinton Smith for
his services as a director of Infotopia, Inc.

On September 14, 2000, 1,100,000 shares were purchased by Jeff Rackover
at $0.10 per share for a subscription agreement dated August 18, 2000
for a total investment of $110,000.

On September 14, 2000, 1,400,000 shares were purchased by MLJ
Management, Inc. at $0.10 per share for a subscription agreement dated
August 18, 2000 for a total investment of $140,000.

On September 14, 2000, 1,380,000 shares were purchased by Corinthian
Financier Groupe at $0.64 per share for a subscription agreement for a
total investment of $880,000. (This subscription agreement replaced a
previously completed subscription agreement at $1.00 per share and
reflected an adjustment due to the significant reduction in the price
per share of Infotopia, Inc.); 500,000 additional shares were issued in
error and subsequently cancelled.

On September 14, 2000, 4,000,000 shares were issued to Modern Media per
the terms of the July 31, 2000 licensing agreement for the Torso Tiger.

On September 14, 2000, 2,640,000 shares were issued to certain employees
for repayment of expenses and prepaid expenses.

32
<PAGE> 35

On September 14, 2000, 36,590 shares were issued to Scott Evans for
settlement of debt.

On September 14, 2000, 150,000 were issued to two members of the
administrative staff of Infotopia, Inc. per terms of their employment
agreements.

On September 14, 2000, 6,500,000 shares were issued to Thomson Kernaghan
for the settlement of $4,750,000 worth of potential royalties which were
assumed from National Boston Medical, Inc. in the acquisition by Dr.
Abravanel's Formula (DABV) of Infotopia, Inc.; 12,750,000 shares were
issued to Thomson Kernaghan for a total of investment of $1,767,500.
(3,750,000 shares were subsequently assigned to Oxford Capital, in
addition a warrant to purchase 1,000,000 shares of Infotopia, Inc.
common stock for $0.138 was also issued.) (Of the $1,767,500 the company
has received $1,383,800 and the balance of 383,700 will be paid upon
effectiveness of the SB-2 registration.)

On September 14, 2000, 500,000 shares were issued to Triad, Inc. in
exchange for the forgiveness of their promissory notes valuing $150,000.

On September 21, 6,200,000 shares were issued to Robert Pierce for
consulting services for the World Wide Web and Internet projects;
1,500,000 shares were issued to Bruce Colfin for legal services.

On October 5th Thomson Kernaghan converted their one million warrants to
Common Stock of the Company for $138,000 which is payable upon
effectiveness of the Registration Statement.

On October 12, 2000, 1,500,000 shares were issued to First Equity
Capital as compensation for their services relating to the issuance of
promissory notes with warrants.

During this period the company issued promissory notes for a total value
of $823,000. The company issued 5,553,250 warrants at an average price
of $0.15. These warrants were subsequently converted to Common Stock in
October.

On October 16, 2000 the company entered into an agreement with Thomson
Kernaghan for an option to purchase 3,000,000 shares of common stock for
$500,000 at $0.16 per share. (The $500,000 will be utilized to provide a
loan to National Boston Medical, Inc. This loan, along with
consideration from other creditors will allow National Boston Medical,
Inc. to submit a reorganization plan to the bankruptcy courts in order
to come out of their Chapter 11 Bankruptcy.)

On October 18, 2000 the Company entered into an agreement with Thomson
Kernaghan for an option to purchase 4,000,000 shares of Common Stock for
$800,000 at .20 per share, payable upon effectiveness of an SB-2
registration of said option.

On October 20, 2000 the Company entered into an agreement with Capacity
Unlimited for an option to purchase 4,125,000 shares of Common Stock for
$525,000 at .127 per share, $200,000 payable on October 24th and the
balance upon effectiveness of an SB-2 registration of said option.

On October 22, 2000 the Company entered into an agreement with various
consultants for 4,155,000 options for Common Stock in exchange for
services. These options are cashless options and the Company will
receive services in lieu of cash.

The Company has utilized the proceeds from the various stocks and option
issuances to retire the Company's entire short and long term debt

33
<PAGE> 36

excluding, one $50,000 promissory note. The Company has subsequently
invested $1,100,000 additional capital into the Torso Tiger campaign to
fund additional inventory requirements to meet the high sales demand for
the Torso Tiger. (The Company has averaged approximately $1,000,000 in
orders per week since the inception of the Torso Tiger campaign on
August 18th, 2000.)

On October 1, 2000 the Company reached a settlement agreement with
Cactus Jack's Marketing Corporation and Jack E. Barringer, Cactus Jack's
Marketing Corporation and Jack E. Barringer had previously filed a
lawsuit and asked for damages of $5,000,000 on a variety of complaints.
The lawsuit was dropped in exchange for $100,000.00 and the return of
all remaining inventories of Cactus Jack's products to Cactus Jack's
Marketing Corporation.

On October 12, 2000 the Board of Directors with majority consent from
shareholders approved the increase of authorized shares to 190 million
common and 10 million preferred.

On September 18, 2000, the Company entered into a Settlement Agreement
with Scott Evans for settlement of debt of $60,977 by $50,000 in cash
and the residual in 36,590 shares of common stock of Infotopia.

34
<PAGE> 37

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

35
<PAGE> 38

Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)

BALANCE SHEET

ASSETS

<TABLE>
<CAPTION>
February 29,
2000
<S> <C>
Current Assets
Cash $ 2,838
Officer receivable 525
Samples and supplies 11,745
Total current assets 15,108

Other Assets
Deferred taxes receivable 9,810
Valuation allowance - Deferred taxes (9,810)
Total other assets --

Total Assets $ 15,108

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.

36
<PAGE> 39

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.

37
<PAGE> 40

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 9/04/98 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.

38
<PAGE> 41

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.

39
<PAGE> 42

Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

Note 1 - Nature of business and summary of significant accounting policies

Nature of business - Dr. Abravanel's Formulas, Inc. was incorporated on April
28, 1998, in the state of Nevada. The Company was formed as a nutritional
supplement development and marketing corporation. The Company has developed
products specifically for the reduction or elimination of cravings in people.

As a development stage company, management's efforts have been in product
development and marketing strategies.

Basis of presentation - The financial statements have been prepared in
conformity with generally accepted accounting principals.

Inventories - Inventories, which at February 29, 2000, consisted primarily of
production supplies, are stated at the lower of cost or market determined on the
first-in, first-out (FIFO) basis.

Intangibles - Start-up costs, research and development costs and formula costs
are charged to the expense in the period incurred.

Income taxes - The Company accounts for income taxes under the provisions of
SFAS No. 109, Accounting for Income Taxes (SFAS No. 109). Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS No. 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.

Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual amounts could differ from those
estimates.

Per share information - Per share information has been computed using the
weighted average number of common shares outstanding during the period.

Note 2 - Contract payable

Effective on April 28, 1998, the Company agreed to give 10,000,000 shares of
common stock, with a par value of $10,000, and $50,000 in cash. The stock was
issued on April 28, 1998, and the cash was paid in installments of $30,525 in
1998 and $19,475 in March 1999.

Note 3 - Shareholders equity

Voting rights and powers - Common stock shall be entitled to cast thereon one
(1) vote in person or by proxy for each share of the common stock standing in
his name.

Dividends and distributions -

a) Cash dividends - subject to the rights of holders of preferred stock, holders
of common stock shall be entitled to receive such cash dividends as may be
declared thereon by the board of directors from time to time out of assets or
funds of the Corporation legally available thereof;

b) Other dividends and distributions - The board of directors may issue shares
of the common stock in the form of a distribution or distributions pursuant to a
stock dividend or split-up of the shares of the common stock;

c) Other rights - Except as otherwise required by the Nevada Revised Statutes
and as may otherwise be provided in these Amended Articles of Incorporation,
each share of the common stock shall have identical powers, preferences and
rights, including rights in liquidation;

Preferred stock - The powers, preferences, rights, qualifications, terms,
limitations and restrictions pertaining to the preferred stock, or any series
thereof, shall be such as may be fixed, from time to time, by the board of
directors in its sole

40
<PAGE> 43

discretion, authority to do so being hereby expressly vested in the board.

Transfer restrictions - No sale, offer to sell, or transfer of any common stock
issued shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended with respect to such shares is then in effect
or an exemption from the registration requirements of said act is then in fact
applicable to said shares. In addition, all common stock issued at $.01 (500,000
shares) may not be sold, offered for sale, or transferred unless approved and
authorized in writing by the Company's board of directors.

Note 4 - Income Taxes

As of February 29, 2000, the company has available net operating loss
carryforwards of approximately $39,000. These carryforwards will expire in the
years 2014 and 2015. As of February 29, 2000, the Company recognized a deferred
tax asset amounting to $8,260 from its loss carryovers.

Note 5 - Contingencies

The Company is dependent on Dr. Elliot Abravanel for the development and
marketing of the Company's product line.

Note 6 - Private placement memorandum and filings with the SEC

As of February 29, 2000, 1,341,353 shares of common stock have been issued
through the Company's private placement offerings. The Company has applied for
and received the CUSIP number for the or the Company's publicly traded shares.
The Company, through its sponsoring market maker Equitrade Securities, Inc.,
filed Form 211 on July 21, 1999, for listing its shares on the OTC Electronic
Bulletin Board. The Company has received two sets of comments from OTC Bulletin
Board examiners and responded to them. The Company filed with SEC on December
10, 1998, and this filing became effective February 8, 1999. The SEC has
notified the Company that all questions and comments have been cleared.

Note 7 - Equity Funding

The Company anticipates the need for additional capital to launch its product
line. Management may elect to sell additional equity, debt or enter into
partnerships to fund its financial needs. Currently, the Company has developed
its first product, "Replen 100 for Vibrant Health", and has a limited inventory
of this product.

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 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.

41
<PAGE> 44

WHERE CAN YOU FIND MORE INFORMATION

42
<PAGE> 45

34,745,000 SHARES

INFOTOPIA, INC.

COMMON STOCK

PROSPECTUS

JANUARY __, 2001

<PAGE> 46

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.............................. $ 1,389.80
Printing and Engraving Expenses................... 4,000.00
Legal Fees and Expenses........................... 40,000.00
Accounting Fees and Expenses...................... 10,000.00

Total............................................. $ 55,389.80
</TABLE>

II-1
<PAGE> 47

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 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-2
<PAGE> 48

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-3
<PAGE> 49

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
3.1 Articles of Incorporation, as amended.

3.2(1) Bylaws.

4.1(2) Specimen Stock Certificate.

4.2 Secured Convertible Debenture.

4.3 Securities Purchase Agreement.

4.4 Stock Purchase Warrant.

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

10.1(3) Acquisition Agreement by and between Torso Tiger, Inc. and Infotopia, Inc.

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 Manufacturing, Marketing and Distribution Agreement with Dean Tornabene.

10.6 Settlement Agreement and Full Release with Cactus Jack.

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

10.8(4) Lease.

10.9 License Agreement by and between Lohan Media, LLC and Infotopia, Inc.

10.10 Vision Publishing Inc./Technical Analysis Agreement.

10.11 INFOMERCIAL Marketing and Distribution Agreement.

10.12 Executive Employment Agreement by and between Infotopia and Daniel Hoyng.

10.13 Executive Employment Agreement by and between Infotopia and Ernest Zavoral.

10.14 Executive Employment Agreement by and between Infotopia and Marek Lozowicki

10.15 Executive Employment Agreement by and between Infotopia and Lisa Ulshafer.

10.16 Executive Employment Agreement by and between Infotopia and Robert Tilton.

10.17 Executive Employment Agreement by and between Infotopia and Alan E. Ricks.

10.18 Executive Employment Agreement by and between Infotopia and William F. Gross.

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

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

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

(2) Incorporated by reference to Infotopia's Registration Statement on Form S-8 (No. 333-49642) filed on November 9, 2000.

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

(4) Filed with Post Effective Amendment No.1 to Infotopia's Registration Statement on Form SB-2 (No.
333-47448) on November 3, 2000

</TABLE>

<PAGE> 50

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 11th day of January, 2001.

<TABLE>
Signature Title
--------- -----

<S> <C>
/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, Executive Vice
------------------- President and Secretary
-------------------

Marek Lozowicki
</TABLE>

<PAGE> 51

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 January 11, 2001.

INFOTOPIA, INC.

By:/s/ Daniel Hoyng

Daniel Hoyng
Chief Executive Officer, Chairman and
Director

<TABLE>

<S> <C>
/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, Executive Vice
------------------- President and Secretary
-------------------
Marek Lozowicki
</TABLE>