<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 FORM 10-QSB/A
           QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE
                                      1934
                           ACT REPORTING REQUIREMENTS

              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                                   SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
                         COMMISSION FILE NO. 000-251572

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

                NEVADA                             95-4685068
        (STATE OF ORGANIZATION)   (I.R.S. EMPLOYER IDENTIFICATION NO.)

                           3635 BOARDMAN CANFIELD ROAD
                               CANFIELD, OH 44406
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                       218 TEARALL ROAD, RAYHAM, MA 07767
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AS OF LAST REPORT)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (330) 702-3000

          CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE
        FILE BY SECTION 13 OR 15(d) OF THE EXCHANGE ACT DURING THE PAST
         12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS
                           FOR THE PAST 90 DAYS. YES [X]

             AS OF AUGUST 1, 2001, 11,622,134 SHARES OF COMMON STOCK
                                  OUTSTANDING.
<PAGE>   2
Part I. Financial Information

Item 1. Financial Statements

                         INFOTOPIA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                       At                 At
                                                                 June 30, 2001    December 31, 2000
                                                                 -------------    -----------------
                                                                  (Unaudited)
<S>                                                              <C>              <C>
CURRENT ASSETS
       Cash and cash equivalents                                  $ 1,428,332        $   787,150
       Accounts receivable - net of $680,026 and $141,538          11,120,501            934,392
       Inventory                                                    2,990,203            418,689
       Loans Receivable                                               700,000                 --
       Subscription Receivable                                      2,100,000                 --
       Prepaid expenses and other current assets                    3,605,168            268,051
       Employee Advances                                               78,555             65,485
       Investments in marketable securities, at fair value             48,000            174,000
                                                                  -----------        -----------
            Total current assets                                   22,070,759          2,647,767


PROPERTY AND EQUIPMENT, less
       accumulated depreciation
       of $300,878 and $ 255,383                                      422,177            239,773

CAPITALIZED PRODUCTION COSTS, less
       accumulated amortization of  $-39,453- and $-0-              1,475,766            690,475

OTHER ASSETS
       Licenses and other intangibles, less accumulated
         amortization of $1,951,201 and $318,970                   16,093,942          2,415,307
       Loans Receivable - Related Parties,
         net of current portion                                     2,386,547                 --
       Deposits                                                     1,582,286            212,143
                                                                  -----------        -----------
            TOTAL ASSETS                                          $44,031,477        $ 6,205,465
                                                                  ===========        ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>   3
\                         INFOTOPIA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       At                At
                                                                 June 30, 2001    December 31, 2000
                                                                 -------------    -----------------
<S>                                                              <C>              <C>
                                                                   (UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
       Accounts payable and accrued expenses                      $  1,602,183         $  1,798,620
       Due to Employees                                                     --              108,723
       Debentures                                                           --               50,000
       Short Term Notes Payable to Stockholders                        594,090                   --
       License Agreements Payable                                    7,920,211                   --
       Media & A/R Loans Payable                                     4,253,433                   --
       Bank Loans                                                    2,206,178                   --
       Deferred Revenue                                              1,968,563               38,162
                                                                  ------------         ------------
            Total Current Liabilities                               18,544,658            1,995,505
                                                                  ------------         ------------

LONG-TERM LIABILITIES
       Convertible Debenture                                                --              600,000
                                                                  ------------         ------------
         TOTAL LIABILITIES                                          18,544,658            2,595,505
                                                                  ------------         ------------
STOCKHOLDERS' EQUITY
       Common stock: $.001 par value, 500,000,000
         shares authorized; shares issued and outstanding:
         7,168,095 (post 1:200 reverse split) at 6/30/01
         and 172,236,005 at 12/31/00                                     7,168              172,236

       Additional paid-in-capital                                   61,817,646           41,440,254

       Accumulated deficit                                         (35,343,495)         (38,026,530)
       Unrealized gain/(loss) on marketable securities                (102,000)              24,000
       Deferred Compensation                                          (892,500)                  --
                                                                  ------------         ------------
       Total stockholders' equity                                   25,486,819            3,609,960
                                                                  ------------         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 44,031,477         $  6,205,465
                                                                  ============         ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>   4
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                For the three months ended               For the six months ended
                                                         June 30,                                 June 30,
                                            ------------------------------------     -----------------------------------
                                                2001                    2000                 2001               2000
                                            --------------       ---------------     ----------------      -------------
<S>                                         <C>                   <C>                   <C>                <C>
REVENUE
       Sales (Gross)                        $ 37,528,764          $      729,884        $  60,347,209            729,884
       Less: Sales Returns and
               Allowances                      1,569,599                  21,033            2,542,622             21,033
                                            ------------          --------------        -------------      -------------
            Net Sales                         35,959,165                 708,851           57,804,587            708,851

COST OF SALES                                  9,850,560                 217,510           16,069,126            217,510
                                            ------------          --------------        -------------      -------------
GROSS PROFIT                                  26,108,605                 491,341           41,735,461            491,341
                                            ------------          --------------        -------------      -------------
OPERATING EXPENSES
       General and administrative              1,401,121               1,224,385            2,573,002          1,225,413
       Selling and marketing                  20,849,857                 911,800           31,785,104            911,800
       Depreciation and amortization             849,397                  87,860            1,717,179             87,860
                                            ------------          --------------        -------------      -------------
            Total operating expenses          23,100,375               2,224,045           36,075,285          2,225,073
                                            ------------          --------------        -------------      -------------

INCOME (LOSS) FROM OPERATIONS                  3,008,230              (1,732,704)           5,660,176         (1,733,732)

OTHER EXPENSES
       Interest expense                        1,408,455                  74,558            2,110,249             74,558
       Discount expense                           80,000                      --              866,891                 --
                                            ------------          --------------        -------------      -------------
            Total other expenses               1,488,455                  74,558            2,977,140             74,558
                                            ------------          --------------        -------------      -------------

INCOME (LOSS) BEFORE INCOME TAXES              1,519,775              (1,807,262)           2,683,036         (1,808,290)

INCOME TAXES                                          --                      --                   --                 --
                                            ------------          --------------        -------------      -------------
NET INCOME (LOSS)                           $  1,519,775          $   (1,807,262)       $   2,683,036         (1,808,290)
                                            ============          ==============        =============      =============

Earnings (Loss) per share:
     Basic                                  $       0.52          $       (21.90)       $        1.39             (43.58)
                                            ============          ==============         ============      =============
     Diluted                                $       0.47          $       (21.90)       $        1.26             (43.58)
                                            ============          ==============        =============      =============
Weighted Average Shares Outstanding:
     Basic                                     2,908,794                  82,531            1,932,835             41,493
                                            ============          ==============         ============      =============
     Diluted                                   3,260,871                  82,531            2,121,448             41,493
                                            ============          ==============         ============      =============
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>   5
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                           At                   At
                                                                     June 30, 2001        June 30, 2000
                                                                     -------------        -------------
<S>                                                                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                                    $  2,683,036         $ (1,808,290)
     Adjustments to reconcile net income to net cash
       provided by (used in ) operating activities
        Bad Debt and sales returns                                        538,488              110,335
        Non-Cash Interest                                                 866,891                  -
        Depreciation and amortization                                   1,717,179              676,457
        Issuance of stock for compensation                              1,020,000                  -
        Issuance of stock for consulting and legal services             1,160,000                  -
        Issuance of stock for purchase of license                         797,301                  -
        Issuance of stock for deferred compensation                       770,550                  -
Changes in assets and liabilities
        Accounts receivable - trade                                   (10,724,596)             (53,841)
        Subscriptions receivable                                       (2,100,000)                 -
        Inventory                                                      (2,571,514)            (506,659)
        Loans Receivable                                               (3,086,547)                 -
        Prepaid Expenses                                               (4,229,617)          (1,305,642)
        Accounts payable and accrued expenses                            (196,437)           3,276,783
        License agreements payable                                      7,920,211                  -
        Deferred Revenue                                                1,930,400                  -
        Deposits                                                       (1,370,143)              81,301
        Change in other assets and liabilities                           (127,796)             (33,977)
                                                                     ------------         ------------
Net cash used in operating activities                                  (5,002,594)             436,467
                                                                     ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                  (227,899)            (544,584)
     Capitalized Production Costs                                        (824,744)            (745,286)
     Licenses and other intangibles                                   (15,310,866)          (1,537,277)
                                                                     ------------         ------------
Net Cash used in investing activities                                 (16,363,509)          (2,827,147)
                                                                     ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of debt                                     8,253,701            2,007,835
     Payments on debt                                                     (50,000)             679,665
     Sale of common stock                                              13,803,584                6,016
                                                                     ------------         ------------
Net cash provided by financing activities                              22,007,285            2,693,516
                                                                     ------------         ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 641,182              302,836

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                             787,150                  -
                                                                     ------------         ------------

CASH AND CASH EQUIVALENTS - END OF YEAR                              $  1,428,332         $    302,836
                                                                     ============         ============

SUPPLEMENTAL INFORMATION:
        Interest paid                                                $        -           $        -
                                                                     ============         ============
        Income taxes paid                                            $        -           $        -
                                                                     ============         ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES

During the six months ended June 30, 2001 the Company:

      --    Issued 110,000 shares of the Company's common stock at a value of
            $1,160,000 as compensation for service rendered by various
            consultants, attorneys and others;

      --    Issued 26,250 shares of the Company's common stock at a value of
            $1,020,000 as compensation to officers and other employees of the
            Company;

      --    Issued 42,500 shares of the Company's common stock at a value of
            $797,301 for license rights.
<PAGE>   6
                                 Infotopia, Inc.
                          Notes to Financial Statements
                  For the Six Month Period Ended June 30, 2001
                                   (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 on September
            11, 1997. The company was acquired by its parent company, National
            Boston Medical, Inc. ("Parent"), in a share exchange agreement
            executed on November 21, 1998.

            On April 25, 2000, Dr. Abravanel's Formula, Inc., a Nevada
            corporation (DABV), acquired Infotopia in a share exchange in which
            100% of the outstanding stock of Infotopia, Inc. was exchanged for
            100% of the common stock of DABV. Subsequent to the share exchange,
            DABV changed its name to Infotopia, Inc. (IFTP). On June 25, 2001
            Infotopia, Inc. changed its symbol to IFTA.

            The accompanying financial statements include the accounts of
            Infotopia, Inc. (a Nevada corporation), and its subsidiary
            Infotopia, Inc. (an Ohio corporation).

      b)    Nature of Operations

            The Company engages in the development, marketing, advertising and
            selling of health, fitness and consumer products.

      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 amounts of assets and
            liabilities and disclosure of contingent assets and liabilities at
            the date of the financial statements and the reported amounts of
            revenue and expenses during the period presented. Actual results
            could differ from those estimates.

      d)    Revenue Recognition

            For the six months ended June 30, 2001, the Company's revenues were
            derived from fitness and health products. Revenue is recognized upon
            shipment of products to the customer.

            Receipts for sales that have not been shipped at the end of the
            period presented are recorded as deferred revenue.

            The Company maintains a provision for estimated returns and
            allowances.

            Securities and Exchange Commission ("SEC") Staff Accounting Bulletin
            ("SAB") No. 101, as amended by SAB 101B, addresses revenue
            recognition policies and is effective for the quarter ending June
            30, 2001. The company is already substantially in compliance with
            SAB 101 and its adoption has no material effect on the financial
            statements.
<PAGE>   7
      e)    Cash and Cash Equivalents

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

      f)    Concentration of Credit Risk

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

      g)    Accounts Receivable

            For financial reporting purposes, the Company utilizes the allowance
            method of accounting for doubtful accounts. The Company performs
            ongoing credit evaluations of its customers and maintains an
            allowance for potential credit losses. The allowance is based on an
            experience factor and review of current accounts receivable.
            Uncollectible accounts are written off against the allowance
            accounts when deemed uncollectible. In addition, the Company
            maintains an allowance for customer returns, based on an experience
            factor. The Company considers these allowances adequate at June 30,
            2001.

      h)    Inventory

            Inventory consists of finished goods, which are valued at the lower
            of cost or market on a first-in, first-out basis.

      i)    Property and Equipment

            Property and equipment are stated at cost. Repair and maintenance
            costs are charged against income as incurred, while renewals and
            betterments are capitalized as additions to the related assets.
            Depreciation is provided for in amounts sufficient to relate the
            cost of depreciable assets to operations over their estimated
            service lives, primarily on a straight-line basis. The estimated
            services lives used in determining depreciation are five to seven
            years for computers, software, furniture and equipment

            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)    Investments

            The Company classifies all of its investments as available-for-sale.
            Available-for-sale securities are carried at fair value, with the
            unrealized gains and losses reported as a component of shareholders'
            equity in comprehensive income (loss), net of income taxes.
            Investments available for current operations are classified in the
            consolidated balance sheet as current assets: investments held for
            long-term purposes are classified as noncurrent assets. Interest
            income and realized gains and losses on securities are included in
            "Other expense (income) - net" in the consolidated statement of
            operations. The cost of securities sold is based on the specific
            identification method.

      k)    Capitalized Production Costs

            Pursuant to Financial Accounting Standards Board ("FASB") Statement
            on Financial Accounting Standards ("SFAS") No. 53 "Financial
            Reporting by Producers and Distributors of Motion Picture Films"
            production costs are capitalized and amortized over the useful lives
            of the programs.
<PAGE>   8
      l)    Intangibles

            Intangible consist of goodwill and license costs. Goodwill
            represents costs in excess of net assets acquired in connection with
            businesses acquired. Goodwill is amortized over 5 years. License
            costs are being amortized over the lives of the license agreements.

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

      m)    Income Taxes

            Income taxes are provided for based on the liability method of
            accounting pursuant to 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.

      n)    Fair Value of Financial Instruments

            The carrying amounts of cash and cash equivalents, accounts
            receivable, accounts payable and accrued expenses approximate fair
            value due to the relatively short maturity of these instruments.

      o)    Long-lived Assets

            Long-lived assets to be held and used are reviewed for impairment
            whenever 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 value of the assets and long-lived assets to be disposed of are
            reported at the lower of carrying amount or fair value less cost to
            sell.

      p)    Stock-Based Compensation

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

      q)    In July 2001 the FASB issued SFAS 141, "Business Combinations" and
            SFAS 142, "Goodwill And Other Intangible Assets." SFAS 141 requires
            that the purchase method of accounting be used to account for all
            business combinations entered into after June 30, 2001. SFAS 142
            requires that goodwill and other intangible assets with indefinite
            lives be tested for impairment annually and not be subjected to
            amortization. The provisions of SFAS 142 will apply to us beginning
            January 1, 2002. The amortization of goodwill reduced our net income
            by $29,341 for the six months ended June 30, 2001. We have not
            quantified the impact of adopting other provisions of these
            standards.

NOTE 2 - PREPAID EXPENSES

            Prepaid expenses are summarized as follows:
<TABLE>
<CAPTION>
                                                                             Jun 30, 2001
                                                                             ------------
<S>                                                                          <C>
            Legal and professional services                                  $  1,210,163
            Prepayment for Media                                                1,223,494
            Advertising                                                           957,499
            Prepayment for Insurance                                              138,881
            Prepayment for Rent                                                    45,000
            Prepayment for Leases                                                  25,011
            Prepayment for inventory                                         $      5,120
                                                                             ------------
</TABLE>
<PAGE>   9
<TABLE>
<S>                                                                          <C>
              Total prepaid expenses and other current assets                $  3,605,168
                                                                             ============
</TABLE>

NOTE 3 - INVESTMENTS IN MARKETABLE SECURITIES

            The investments at June 30, 2001 available for sale are as follows:

<TABLE>
<CAPTION>
                                          Cost        Net Unrealized      Market Value
                                                        Gain/(Loss)
                                        ---------     --------------      -------------
<S>                                     <C>           <C>                 <C>
      Millennium Direct, Inc.           $ 150,000          $(102,000)         $ 48,000
      Common Stock                      =========          =========          ========
</TABLE>


NOTE 4 - PROPERTY AND EQUIPMENT

            Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                 Jun 30, 2001
                                                 ------------
<S>                                              <C>
            Production molds                         $295,941
            Computer equipment and software           267,487
            Furniture and office equipment            107,647
            Leasehold Improvements                     32,136
            Telephone System                           19,844
                                                     --------
                                                     $723,055
            Less: accumulated depreciation            300,878
                                                     --------
            Property and equipment, net              $422,177
                                                     ========
</TABLE>

            Depreciation expense for the quarter ended June 30, 2001 was $27,539
            and $45,495 for the six months ended June 30, 2001.

NOTE 5 - CAPITALIZED PRODUCTION COSTS

            Capitalized production costs are summarized as follows:

<TABLE>
<CAPTION>
                                                     Jun 30, 2001
                                                     ------------
<S>                                                  <C>
            Total Tiger                                $  463,921
            Prostate-Osteo                                440,690
            Spud Whiz                                     226,667
            Tiger Gym                                     200,000
            Medicus Dual 2000                              63,466
            Cathi Graham                                   40,000
            Facial Spa                                     29,475
            Robert Allen                                   20,000
            Cooking Saddle                                 20,000
            Rejuvicare                                     11,000
                                                       ----------
                                                       $1,515,219

            Less:  accumulated amortization                39,453
                                                       ----------
            Capitalized production costs, net          $1,475,766
                                                       ==========
</TABLE>

              Production cost amortization for the first six months and the
              quarter ended June 30, 2001 was $39,453.
<PAGE>   10
NOTE 6 - INTANGIBLES

            Intangibles are summarized as follows:

<TABLE>
<CAPTION>
                                                  Jun 30, 2001
                                                  ------------
<S>                                               <C>
            Bun & Thigh License                    $10,345,000
            Total Tiger                              3,761,420
            Provida License                          1,200,000
            Goodwill                                   880,277
            J. Group - skin care line                  797,300
            Safeshield                                 500,000
            Tiger Gym                                  477,146
            Prosteo License                             84,000
                                                   -----------
                                                   $18,045,143
            Less: accumulated amortization           1,951,201
                                                   -----------
            Total intangibles - net                $16,093,942
                                                   ===========
</TABLE>

            Amortization expense for the quarter ended June 30, 2001 was
            $782,405 and $1,632,231 for the six months ended June 30, 2001.

NOTE 7 - ACCOUNTS PAYABLE

            Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                      Jun 30, 2001
                                                      ------------
<S>                                                   <C>
            Accrued liabilities - product               $  627,085
            Sales Tax Payable                              546,998
            Accounts payable - regular trade               239,269
            Accrued liabilities - regular trade            188,831
                                                        ----------
              Total                                     $1,602,183
                                                        ==========
</TABLE>


NOTE 8 - LICENSE AGREEMENT PAYABLES

            License agreement payable at June 30, 2001 are summarized as
            follows:

<TABLE>
<S>                                                   <C>
            Bun & Thigh                               $4,727,765
            Total Tiger                                3,192,446
                                                      ----------
              Total license agreement payables        $7,920,221
                                                      ==========
</TABLE>


NOTE 9 - DEFERRED REVENUE

            Deferred revenues at June 30, 2001 is summarized as follows:

<TABLE>
<S>                                         <C>
            Bun & Thigh                     $  879,450
            Provida                            506,301
            Total Tiger                        497,309
            Medicus                             85,503
                                            ----------
              Total Deferred Revenue        $1,968,563
                                            ==========
</TABLE>

NOTE 10 - DEFERRED COMPENSATION

            On April 11, 2001, the Company issued 50,000 shares of Common Stock
            to certain employees, valued at $1,020,000 as deferred compensation,
            which will be recognized over the next two years. At June 30, 2001,
            the remaining deferred compensation balance was $892,500.
<PAGE>   11
NOTE 11 - RELATED PARTY TRANSACTIONS

            On April 11, 2001 the Company entered into a short-term note
            receivable with Daniel Hoyng for $852,528 for the purpose of
            providing funds to exercise options. On July 10, 2001 Daniel Hoyng
            repaid his loan by returning to the treasury 306,665 shares of
            Infotopia, Inc. common stock to valued at $852,528.

            On April 11, 2001 the Company entered into a short-term note
            receivable with Ernest Zavoral for $694,174 for the purpose of
            providing funds to exercise options. On July 10, 2001 Ernest Zavoral
            repaid his loan by returning to the treasury 249,703 shares of
            Infotopia, Inc. common stock valued at $694,174.

            On April 11, 2001 the Company entered into a short-term note
            receivable with Marek Lozowicki for $525,554 for the purpose of
            providing funds to exercise options. On July 10, 2001 Marek
            Lozowicki repaid his loan by returning to the treasury 189,048
            shares of Infotopia, Inc. common stock valued at $525,554.

            On April 11, 2001 the Company entered into a short-term note
            receivable with Clinton Smith for $79,005 for the purpose of
            providing funds to exercise options. On July 10, 2001 Clinton Smith
            repaid his loan by returning to the treasury 28,419 shares of
            Infotopia, Inc. common stock valued at $79,005.

            On April 11, 2001 loans in the amount of $102,086 were extended to
            various employees for the purpose of exercising their options. At
            6/30/01 the remaining balance of these loans were $85,286.

            On May 15, 2001 the Company entered into long-term relocation loan
            receivables with certain employees for $150,000.

NOTE 12 - INCOME TAXES

            At June 30, 2001, the Company had net carry-forward losses of
            approximately $35,000,000. 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>
<CAPTION>
            Deferred Tax Assets
<S>                                                            <C>
              Loss Carry-forwards                               $11,845,645
              Less: Valuation allowance                         (11,845,645)
                                                               ------------
            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 13 - GOING CONCERN
<PAGE>   12
            The accompanying financial statements have been prepared assuming
            the Company will continue as a going concern. As of June 30, 2001
            the company has an accumulated deficit of $35,343,495 and a current
            profit of $2,683,036. Based upon the Company's plan of operation,
            the Company anticipates that existing resources, together with funds
            generated from operations, will generate sufficient funds to fund
            the Company's working capital.

NOTE 14 - CAPITAL STOCK

            On June 25, 2001, the Company effected a 1:200 reverse split of its
            common stock without changing the par value thereof.

            On April 2, 2001 1,900,000 shares of preferred series A convertible
            stock were issued to directors, officers and employees of the
            company replacing common stock requirements in their employment
            agreements. These shares were subsequently converted on April 11,
            2001 into 190,000 shares of Infotopia, Inc. common stock. The
            preferred shares were returned to treasury.

            On April 11, 2001 15,000 shares of Infotopia, Inc. common stock were
            issued for legal services.

            On April 11, 2001 45,000 shares of Infotopia, Inc. common stock were
            issued for consulting services.

            On April 25, 2001 Gorda Private Investments, Ltd. converted
            1,607,143 shares of their preferred series B convertible stock into
            160,714 shares of Infotopia, Inc. common stock for $1,000,000.

            On May 1, 2001 Gorda Private Investments, Ltd. converted 909,091
            shares of their preferred series B convertible stock into 90,909
            shares of Infotopia, Inc. common stock for $900,000.

            On May 10, 2001 Gorda Private Investments, Ltd. converted 1,261,905
            shares of their preferred series B convertible stock into 126,190
            shares of Infotopia, Inc. common stock for $530,000.

            On May 17, 2001 Gorda Private Investments, Ltd. converted 1,142,857
            shares of their preferred series B convertible stock into 114,286
            shares of Infotopia, Inc. common stock for $480,000.

            On May 23, 2001 Gorda Private Investments, Ltd. converted 1,179,004
            shares of their preferred series B convertible stock into 127,900
            shares of Infotopia, Inc. common stock for $448,162.


            On April 11, 2001 Thomson Kernaghan converted 2,000,000 shares of
            their preferred series A convertible stock into 200,000 shares of
            Infotopia, Inc. common stock for a previous investment of
            $2,800,000.

            On April 11, 2001 50,000 shares of Infotopia, Inc. common stock were
            purchased at $14.00 per share for a subscription agreement for a
            total investment of $700,000.

            On April 11, 2001 18,000 shares of Infotopia, Inc. common stock were
            purchased at $18.00 per share for a subscription agreement for a
            total investment of $330,000.

            On April 11, 2001 6,380 shares of Infotopia, Inc. common stock were
<PAGE>   13
            purchased at $40.00 per share for a subscription agreement for a
            total investment of $255,200.

            On April 11, 2001 51,857 were issued for the conversion of a
            $600,000 convertible debenture held by Altea Investments LTD.

            On April 11, 2001 96,000 shares of Infotopia, Inc. common stock were
            purchased at $6.25 per share for a subscription agreement for a
            total investment of $600,000.

            On April 11, 2001 42,500 shares of common stock were issued for the
            license rights to the "Jules & Jane", "Bubbe's Best" and "Skindom"
            skin products at a total value of $500,000.

            On April 11, 2001 certain officers, directors and employees
            exercised their options into 180,268 shares of Infotopia, Inc.
            common stock for a total price of $2,253,345.

            On April 11, 2001 certain employees, directors and employees were
            issued 50,000 shares of Infotopia, Inc. common stock per their
            employment agreements.

            On June 1, 2001 2,943,123 shares of Infotopia, Inc. common stock
            were purchased at $1.268 per share for a subscription agreement for
            a total investment of $3,732,346.

            On June 25, 2001 1,860,000 shares of Infotopia, Inc. common stock
            were purchased at $1.04838 per share for a subscription agreement
            for a total investment of $1,950,000.

            On June 29, 2001 25,000 shares of Infotopia, Inc. common stock were
            issued for legal services.

            On June 29, 2001 25,000 shares of Infotopia, Inc. common stock were
            issued for consulting services.


NOTE 15 - SUBSEQUENT EVENTS

            On July 10, 2001 certain officers and directors exercised their
            options into 37,500 shares of Infotopia, Inc. common stock. Of this
            amount 14,029 shares of Infotopia, Inc. common stock were retired to
            treasury to pay for the options. 3,869 shares of Infotopia, Inc.
            common stock were also retired to treasury to pay for loans owed to
            the company by officers and directors.

            On July 10, 2001 Infotopia, Inc. entered into a long-term loan
            receivable with an employee for $50,000.

            On July 13, 2001 1,700,000 shares of Infotopia, Inc. common stock
            were purchased at $.588 per share for a subscription agreement for a
            total investment of $1,000,000.

            On July 17, 2001 Infotopia, Inc. has entered into a contract with
            TriStar Products to handle the retail and international launch of
            its hit infomercial product, the Total Tiger.
<PAGE>   14
            On July 20, 2001 125,000 shares of Infotopia, Inc. common stock were
            issued for legal services.

            On July 20, 2001 2,740 shares of Infotopia, Inc. common stock were
            issued for the Crouching Tiger license rights.

            On July 20, 2001 15,000 shares of Infotopia, Inc. common stock were
            issued for consulting services.

            On July 23, 2001 Infotopia, Inc. entered into a Letter of Intent
            with Infomercial Management Corporation ("IMC") , Modern Interactive
            Technology, Inc. ("MIT") and their principals, providing Infotopia,
            Inc. with, among other things, an exclusive option to acquire one
            hundred percent (100%) of the issued and outstanding shares of
            common stock of IMC and MIT.

            On August 3, 2001, Sea Spray Holdings, Ltd. purchased a convertible
            debenture, secured by substantially all of our assets in the
            principal amount of $1,000,000, and warrants to purchase up to
            500,000 shares of our common stock. Forms of such debenture and
            warrant have been filed as part of this Registration Statement. This
            transaction was exempt from registration under Section 4(2) of the
            Securities Act of 1933.

            On August 7, 2001, the Company entered into an investor relations
            contract with Rubin Investment Group, Inc., which called for
            compensation, among other things, of 300,000 shares of common stock,
            warrants to buy 1,000,000 shares at $1 per share, and warrants to
            buy 500,000 shares at $1.50 per share.

            On August 9, 2001, the Company issued an aggregate of 976,992 shares
            of common stock, in satisfaction of certain debts with an aggregate
            amount of $996,532 relating to expenses incurred by Daniel Hoyng,
            Ernest Zavoral and Marek Lozowicki on behalf of the Company.

            On August 13, 2001, the Company issued an additional 100,000 shares
            of common stock for legal expenses valued at $113,000.
<PAGE>   15
         The following is a Management Summary of 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. (Formerly Flex Marketing, Inc. (OH)) was
incorporated under the laws of Ohio on September 11, 1997 ("Infotopia Ohio").
The company was acquired by its parent company, National Boston Medical, Inc.
("Parent"), in a share exchange agreement executed on November 21, 1998.

          On April 25, 2000, Dr.Abravanel's Formulas, Inc., a Nevada
corporation (DABV), acquired Infotopia Ohio, a wholly owned subsidiary of
National Boston Medical, Inc. in a share exchange in which 100% of the
outstanding stock of Infotopia was exchanged for 100% of the common stock of
DABV. As a result of the share exchange, DABV changed its name to Infotopia,
Inc.

         The accompanying financial statements include the accounts of
Infotopia, Inc., and its subsidiary Infotopia Ohio. Infotopia is in the direct
marketing/direct to retail marketing business, which encompasses the sale of
various products through commercials, infomercials, print media, radio, the
Internet and all traditional methods of selling to the consumer such as
traditional retail. In particular, the Company utilizes electronic retailing, in
which electronic media, such as television, radio and the Internet, is used to
convey all the information a consumer needs to make a buying decision, and to
make a specific offer to the consumer, with an appeal to make an immediate
buying decision.

         Infotopia receives and processes almost all of its orders for directly
marketed products through a customer service call center or through direct
online Internet orders. The orders are routed to various "fulfillment centers"
from which products are shipped directly to the consumers. The call centers and
fulfillment centers are contracted entities.

         The Company markets a variety of healthcare, fitness, weight reduction,
recreation, cooking aid, and skin care products through direct marketing/direct
to retail marketing. The Company's securities are quoted on the Over-the-Counter
Bulletin Board ("OTCBB") under the symbol IFTA.OB

         The Company's revenues originate from the healthcare, fitness, weight
reduction, recreation, cooking aid, and skin care products. During the past
quarter, the Company has significantly increased the range of its product mix
and has entered into a number of agreements to further broaden its product mix.
The Company's objective is to be one of the leading direct
<PAGE>   16
marketing companies in the United States. To achieve this, it will be necessary
for the Company to expand the size of its revenues through marketing its
current products, acquiring new products to market, and continuing to generate
revenue through multiple revenue streams. The Company also needs to capitalize
on its early marketing success by continuing to expand the current distribution
channels and to maintain its focus on emerging trends while continuing to
retain its high level of expertise in this industry.

         PRODUCTS, Infotopia is currently marketing the Torso Tiger, the Tiger
Gym, 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. These products, at the present time, form the bulk of our sales. 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. The Torso Tiger II is a
smaller version of the Torso Tiger which is sold through major retailers
throughout the world. The Tiger Gym 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 Tiger Gym include the upper and lower body abs, waist,
chest, back and shoulders, triceps, biceps and the hamstring gluts and thighs.
The Cooking Saddle is a fully netted cotton material implement 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
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 and acupressure in the neck, back and torso. The
unit is marketed with an adjustable neck support roller and video instruction
tape. The Body by Jake Bun & Thigh Rocker enables users to tone hips and thighs
and to simultaneously tighten the buttocks area. 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.
Michael Thurmond's Six Week Body Makeover is a weight loss program customized to
users' metabolism and body types.

         PRODUCTS TO BE RELEASED DURING 2001 The Company currently has 30 new
products that are in various stages of development, and expects to be able to
market approximately 9 new products during the balance of fiscal 2001, pending
completion of the supporting infomercials.

         The exclusive marketing rights to the Torso Tiger, Torso Tiger II, and
Hot Mommies System properties (all of which are trademarks of Torso Tiger, Inc.)
were acquired by agreement with Torso Tiger on August 17, 2000. On October 30,
2000, the Company entered into another agreement with Torso Tiger, Inc. and
Total Tiger, Inc. for the rights to advertise, promote, market, sell and
distribute the Total Tiger product, described above.
<PAGE>   17
         On October 30, 2000, the Company entered into an agreement with Modern
Health Services along with Natural Science Corporation of America, Inc. to
license the rights to market and sell one osteoporosis and prostate products.

         On November 30, 2000, the Company entered into a licensing agreement
with Lohan Media LLC for the Body by Jake Bun & Thigh Rocker. On March 30, 2001,
the Company entered into a license agreement ("License Agreement") with J Group
Holdings, Inc. ("J Group") whose two subsidiaries, Bubbe's Best, Inc. ("Bubbe's
Best") and Centerprise, Inc. ("Centerprise") manufacture and distribute a wide
line of skin care products geared to a variety of markets. Under the terms of
the License Agreement, Infotopia has exclusive worldwide rights jointly with J
Group to advertise promote, market, sell and distribute the following product
lines of J Group: "Jules & Jane," "Bubbe's Best," and "Skindom."

         On April 5, 2001, Infotopia entered into a Stock Purchase Agreement
("Stock Purchase Agreement") with National Boston Medical, Inc., a Nevada
corporation (the "Seller"), to purchase all of the outstanding shares of
National Boston Medical, Inc., a Delaware corporation, ("NBMDE") and subsidiary
of the Seller. NBMDE's primary asset is Safeshield(R), a germicidal skin
protectant, which helps prevent cross-contamination. Infotopia is now marketing
and distributing Safeshield(R) in the food service, medical and retail markets
through Dermaguard, Inc., Safeshield(R)'s master distributor.

         On April 6, 2001, the Company entered into a strategic alliance with
Provida Life Sciences, Inc. ("Provida") to market "Michael Thurmond's Six Week
Body Makeover" through a nationwide television advertising campaign. Michael
Thurmond's Six-Week Body Makeover is a weight loss program customized to users'
metabolism and body types.

         Infotopia develops new products based on ideas that come from a variety
of sources, including inventors, suppliers, trade shows, industry conferences,
and strategic alliances with various manufacturing and consumer products
companies. As of the date of this Registration, the Company has 30 new products
that are in various stages of development, and expects to be able to market
approximately 9 new products during the balance of fiscal 2001, pending
completion of the supporting infomercials.

         ENTREPORT TRANSACTION On June 15, 2001, we entered into a letter of
intent with EntrePort Corporation, a corporation traded on the American Stock
Exchange, to effect a merger and reorganization transaction. It is contemplated
that under this agreement, we would merge our subsidiary, Infotopia Ohio, which
has all of our revenue-generating assets, with EntrePort, EntrePort being the
surviving entity. EntrePort is to issue to us 15,600,000 units of EntrePort
securities, each unit consisting of one share of EntrePort common stock, 1/2
common stock purchase warrant with an exercise price of $5.00 per share, and 1/4
common stock purchase warrant with an exercise price of $10.00 per share. In
addition, we are to pay EntrePort $500,000, of which $100,000 relates to
reimbursement for EntrePort's counsel's fees in connection with the merger.
EntrePort is to issue an aggregate of 1,380,000 similar units to two unrelated
third parties, Pali Financial and Cogent Capital Corp. as finders' fees in
connection with the merger (on August 13, 2001 Gregory Kofford, a principal of
Cogent Capital Corp., was appointed the Company's Chief Financial Officer). The
transaction is subject to numerous contingencies, including the approval by
EntrePort's shareholders (for which a related preliminary proxy statement has
been prepared and
<PAGE>   18
filed with the United States Securities and Exchange Commission), and the
approval by the American Stock Exchange of the continued listing of the
surviving corporation. We cannot predict at this time whether the transaction
with EntrePort will be completed, or when such transaction will be completed.

         MODERN INTERACTIVE TECHNOLOGY, On July 19, 2001, we entered into a
Proposed Stock Purchase Agreement, Letter of Intent, ("LOI") with Modern
Interactive, Inc., a California corporation ("MIT") and Infomercial Management
Corporation, a California corporation, ("IMC") and their principals, providing
Infotopia with, among other things, an exclusive option (the "Option") to
acquire one hundred percent (100%) of the issued and outstanding shares of
common stock of IMC and MIT. Should Infotopia exercise the Option and should all
conditions to closing of the transaction be satisfied, IMC and MIT will become
wholly owned subsidiaries of Infotopia. Closing of the transaction is subject
to, among other things, the completion and approval of usual and customary due
diligence reviews; execution and delivery of a definitive agreement; an opinion
acceptable to Infotopia, IMC and MIT as to the fairness of the purchase price of
the transaction. Pending the closing of the transaction, Infotopia, IMC and MIT
have agreed to enter into a co-development agreement providing for the joint
development of projects. These projects include the acquisition of existing
licenses held by IMC and MIT, as well as projects that will be developed
together. The LOI provides for rights and ownership of the projects to be
allocated among Infotopia, IMC and MIT under circumstances which assumes either
the closing or non-closing of the subject stock purchase transaction.


<PAGE>   19

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2000.

NET INCOME

Net income for the first six months of 2001 was $2,683,036 or $1.26 per diluted
share compared to a loss of ($1,808,290) or ($43.58) per diluted share for the
first six months of 2000. The increase in net income and diluted earnings per
share was attributed to the Company's commencement of operations and the
implementation of a growth strategy to acquire and develop new products and
aggressively market those products to the
<PAGE>   20
public. These efforts resulted in significantly higher revenue and improvement
in the results of operations.

REVENUES

During the first six months of 2001, the Company's net sales were $57,804,587
compared to $708,851 for the first six months of 2000 (an increase of
$57,095,736). The increase from the prior year was primarily attributed to the
Company's commencement of operations and aggressive marketing efforts.

COST OF SALES

The Company's cost of sales increased $15,851,616 from the comparable period in
2000 to $16,069,126. The increase in the cost of sales was principally
associated with the increase in revenues and is reflective of the Company's
commencement of operations and expansion efforts from the prior year.

OPERATING EXPENSES

Operating expenses for the first six months of 2001 were $36,075,285 as compared
to $2,225,073 for the first six months of 2000 (an increase of $33,850,212). The
significant increase in operating expenses was primarily due to greater selling
and marketing expenses and to a lesser extent increases in depreciation and
amortization expenses and general and administrative costs.

Selling and marketing expenses of $31,785,104 increased $30,873,304 from the
comparable period and reflect the concerted efforts of management to promote the
Company's products. The Company promotes its products primarily through the
purchase of media time and the use of twenty-eight-minute infomercials.

The Company's depreciation and amortization expenses increased $1,629,319 from
the comparable period to $1,717,179. This increase was primarily attributed to
amortization expenses associated with capitalized licensing agreements.

General and administrative expenses for the first six months of 2001 were
$2,573,002 as compared to $1,225,413 for the first six months of 2000 (an
increase of $1,347,589). This increase primarily reflects various infrastructure
expenses that were incurred to facilitate the Company's expansion in the current
and future periods.

INCOME FROM OPERATIONS

The Company's income from operations was $5,660,176 for the six months ended
June 30, 2001 as compared with a loss of ($1,733,732) for the six months ended
June 30, 2000. The increase in income from operations reflects the strategies
implemented by the Company's management team to generate significantly higher
revenue and improve the results from operations.
<PAGE>   21
OTHER INCOME AND EXPENSES AND EXTRAORDINARY ITEMS

Other expenses for the six months ended June 30, 2001 consisted primarily of
interest expense $2,977,140 versus $74,558 for the comparable period of 2000.
The interest expense recognized by the Company was primarily associated with
loans to fund the purchase of media time. In addition, during the first six
months of 2001, the Company recognized $866,891 of discount expense due to
embedded beneficial conversion features associated with convertible notes.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed its working capital requirements through
internally generated funds, the sale of shares of its common stock, and proceeds
from short-term borrowings, debentures and notes payable. As of June 31, 2001,
the Company had working capital (current assets less current liabilities) of
$3,526,101 as compared to working capital at December 31, 2000 of $652,262. The
increase in the Company's working capital was primarily attributed to increases
in accounts receivable ($10, 186,109), prepaid expenses ($3,337,117),
subscriptions receivable ($2,100,000) and inventory ($2,571,514), partially
offset by increases in license agreements payable ($7,920,211) and media and A/R
loans payable ($4,253,433). Although the Company anticipates being able to meet
its cash needs during the next six months, it may seek to issue corporate debt
or equity securities in the event there are not enough internally generated
resources to satisfy the Company's cash needs in order to expand the business.
Any debt incurred or issued by the Company may be secured or unsecured, at fixed
or variable rates of interest and may be subject to such terms as the Company's
board of directors deems prudent. Any sales of equity securities may be at or
below current market rates for the Company's common stock. The Company expects
any proceeds from such additional credit or sale of securities to be used
primarily in the marketing and development of its product lines.

The Company does not believe that its business is subject to seasonal trends. In
addition, the Company does not believe that its business is subject to
inflationary pressures nor has any such pressures had a significant impact on
the Company's results of operations for the period presented. Furthermore, on an
ongoing basis, the Company attempts to minimize any effects inflation on its
operating results by controlling operating costs, and whenever possible, seeking
to ensure product prices reflect increases in costs due to inflation.
<PAGE>   22
Part II. Other Information

Item 1. Legal Proceedings

      On or about June 25, 2001, Registrant filed suit in the State Court of the
Commonwealth of Massachusetts against Lycos Terra Network, Inc. and Raging Bull,
Inc. The suit seeks the disclosure of the identities of the authors of certain
statements Registrant deems defamatory, and, in addition, seeks an injunction
enjoining Lycos Terra Network, Inc. and Raging Bull, Inc. from continuing to
publish false and defamatory messages. Discovery is continuing in this matter.
Registrant cannot predict the ultimate resolution of this proceeding.

      On or about June 27, 2001, Registrant filed suit in the Supreme Court of
the State of New York, County of New York, against Greg Giordano, Paul Giordano,
First Equity Capital, Inc. and Louis Cimino. Registrant's suit charges such
defendants with making libelous, defamatory and slanderous statements. The
Supreme Court granted a preliminary injunction, on July 23, 2001, enjoining such
defendants from publishing, in any press release or written or oral
communications, any false, misleading, libelous, slanderous or defamatory
statements or information about the Company, or its officers and/or directors.
Registrant cannot predict the ultimate resolution of this proceeding.

Item 2. Changes in Securities and Use of Proceeds

      Effective at the close of business on June 25, 2001, the Registrant
effected a 1:200 reverse stock split, without changing the par value of its
shares. The transactions below that occurred before such date reflect pre-split
shares.

      The following sets forth sales of unregistered securities during the
period covered by this Quarterly Report on Form 10-QSB.

      On April 11, 2001, 10,000,000 shares of Infotopia, Inc. common stock were
purchased by Thomson Kernaghan at $14.00 per share for $700,000.

      On April 11, 2001, 3,300,000 shares of Infotopia, Inc. common stock were
purchased by Thomson Kernaghan at $20.00 per share for $330,000.

      On April 11, 2001, 300,000 shares of Infotopia, Inc. common stock were
purchased by
<PAGE>   23
Thomson Kernaghan at $20.00 per share for $30,000.

      On April 11, 2001, 1,276,000 shares of common stock were issued to Altea
Investments Ltd. for $255,200.

      On April 11, 2001, 10,371,428 shares of common stock were issued to Altea
Investments Ltd. upon conversion of a promissory note in the principal amount of
$600,000 and exercise of a warrant to purchase an additional 1,800,000 shares of
common stock.

      On April 11, 2001, 19,200,000 shares were issued to Classic Art Forms,
Ltd. for $600,000.

      On June 1, 2001 2,943,123 shares of Infotopia, Inc. common stock were
purchased at $1.268 per share for a subscription agreement for a total
investment of $3,732,346.

      On June 25, 2001 1,860,000 shares of Infotopia, Inc. common stock were
purchased at $1.04838 per share for a subscription agreement for a total
investment of $1,950,000.

      On June 29, 2001 25,000 shares of Infotopia, Inc. common stock were issued
for legal services.

      On June 29, 2001 25,000 shares of Infotopia, Inc. common stock were issued
for consulting services.

      For sales of securities and issuances of securities between July 1, 2001
and August 13, 2001, please refer to Note 15 to the financial statements herein.

Item 3. Defaults Upon Senior Securities

      There were no defaults upon the senior securities of the Registrant during
the period covered by this Quarterly Report on Form 10-QSB.

Item 4. Submission of Matters to a Vote of Security Holders

      There were no matters submitted to a vote of security holders during the
period covered by this Quarterly Report on Form 10-QSB. An Information Statement
on Form 14C was filed with the United States Securities and Exchange Commission
on April 6, 2001.

Item 5. Other Information

      None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

      Reference is made to Registrant's Current Report on Form 8-K, dated July
27, 2001, which includes a copy of that certain Letter of Intent entered into
by and among the Registrant and Infomerical Management Corporation et alia.
<PAGE>   24
(B) Reports on Form 8-K

      On July 27, 2001, Registrant filed a Current Report on Form 8-K, relating
to that certain Letter of Intent entered into by and among the Registrant and
Infomerical Management Corporation et alia.

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

INFOTOPIA, INC.


By: /s/ Daniel Hoyng
    ----------------------------------------
    Daniel Hoyng, Chief Executive Officer


By: /s/ Gregory Kofford
    ----------------------------------------
    Gregory Kofford, Chief Financial Officer







Dated: August 16, 2001