UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB
 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 May 31, 2000 Commission File No.
000-25157
2

                         INFOTOPIA, INC.
     (Exact name of registrant as specified in its charter)







Nevada                                            95-4685068
(State of organization) (I.R.S. Employer Identification No.)

43 Taunton Green, Suite 5, P.O. Box 391, Taunton, MA 02780
(Address of principal executive offices)

Registrant's telephone number, including area code (508) 884-8173

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 July 14, 2000, there were 34,385,402 shares of common stock
outstanding.



                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

Unaudited  financial statements as of May 31, 2000, and  for  the
three-month period then ended.
INFOTOPIA, INC.
BALANCE SHEETS
UNAUDITED
<TABLE>
<S>                                     <C>             <C>
                                          For the        For the
                                          Period      Period Ended
                                          Ended
                                          May 31,      February 29,
                                           2000           2000
                                        -----------   -------------
                                          -----           ----
Cash and cash equivalents            $      4,556  $         4,579
Accounts receivable, net of
allowance for
  doubtful accounts of $27,000 and        142,153           82,585
$15,000
Inventory                                 482,559          195,531
Prepaid expenses and other current      1,527,633          724,231
assets
                                       ----------    -------------
                                             ----
Total current assets                    2,156,901        1,006,926


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



  amortization of $50,141 and             688,933          690,235
$21,668


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

INFOTOPIA, INC.
BALANCE SHEETS

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



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


STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 40,000,000
  shares authorized; 20,260,902 shares issued and                        20,260                  -
outstanding
Additional paid-in capital                                           11,616,859                  -
Accumulated deficit                                                (10,739,665)        (9,614,080)
                                                               ----------------    ---------------
                                                                             -
Total stockholders' equity                                              897,454        (9,614,080)
                                                                  -------------    ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $        4,807,523  $       3,597,044
                                                                       ========           ========
</TABLE>
INFOTOPIA, INC.
STATEMENT OF OPERATION
UNAUDITED
<TABLE>
<S>                                  <C>                   <C>
                                       For the Period     For the Period
                                          Ended               Ended
                                        May 31, 2000       May 31, 1999
REVENUE                               ---------------    ----------------
Sales, net of returns and
allowances
   of $64,986 and $103,200         $          871,268  $        1,187,684

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


OPERATING EXPENSES
General and administrative                  1,335,994           1,103,362
Selling and marketing                         341,861           1,383,399
Depreciation and amortization                 156,905              78,576
                                       --------------       -------------
    Total operating expenses                1,834,760           2,565,337
                                      ---------------     ---------------

LOSS FROM OPERATIONS                      (1,336,444)         (1,747,000)

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

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

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

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

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

INFOTOPIA, INC.
STATEMENT OF CASH FLOWS
For the Quarter Ended May 31, 2000
UNAUDITED
<TABLE>
<S>                                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                       $ (1,534,633)
   Adjustments to reconcile net (loss) to net
cash
     provided by (used in) operating activities
        Depreciation and amortization                 156,905
Changes in assets and liabilities
Accounts receivable - trade                          (71,568)
Inventory                                           (287,028)
Prepaid expenses                                      680,302
Other changes                                         409,048
Accounts payable and accrued expenses                 630,295
Customer deposits                                   (550,000)
                                                   -----------
                                                          --
Net cash provided by operating activities           (566,679)
                                                   -----------
                                                          --

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                  (153,000)
Capitalized production cost                          (27,171)
Licenses and other intangibles                              0
                                                   -----------
                                                           -
Net cash used in investing activities               (180,171)
                                                   -----------
                                                          --

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt                         51,689
Payments on debt                                      (9,863)
Proceeds from stock subscriptions                     705,000
                                                   -----------
Net cash provided (used in) financing activities      746,827
                                                   -----------
NET INCREASE (DECREASE) IN CASH AND CASH                 (24)
EQUIVALENTS

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR           4,579
                                                   -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD        $      4,556
                                                       ======

SUPPLEMENTAL INFORMATION:
Interest paid                                    $      6,910
Income taxes paid                                $          0


</TABLE>
                         Infotopia, Inc.
                  Notes to Financial Statements
          For the Three Month Period Ended May 31, 2000
                           (Unaudited)




NOTE 1 - Summary of significant accounting policies

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

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

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

  d)   Revenue Recognition
       Infotopia  recognizes product revenues  upon  shipment  to
       the  customer.   Products are often back-ordered  and  are
       not  shipped  immediately.  The Company  recognizes  these
       cash  receipts  as customer deposits for sales  that  have
       yet to be completed.

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

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

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

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

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

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

  j)   Capitalized Production Costs
       SFAS   No.  53  "Financial  Reporting  by  Producers   and
       Distributors    of   Motion   Picture   Films"    requires
       capitalization of production costs and is to be  amortized
       over the useful life of the program.

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

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

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

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

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

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

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

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


  NOTE 2 - INVESTMENTS

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

  NOTE 3 - PREPAID EXPENSES

       Prepaid expenses are summarized as follows:

<TABLE>
<S>                                  <C>
Legal and professional services paid       $1,341,757
                        in stock
         Capital development fee 70,77
                                  2
           Employee compensation           41,104
                       Royalties           60,000
                       Inventory           14,000
                                    -------------
          Total prepaid expenses       $1,527,633
                                         ========
                        </TABLE>

  NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

   <TABLE>
   <S>                                   <C>
          Warehouse equipment and molds          $320,789
        Computer equipment and software  152,06
                                          8
         Furniture and office equipment            41,726
                 Leasehold improvements            11,360
                               Vehicles            13,641
                                              -----------
                                                 $539,584
     Less: accumulated depreciation and           199,490
                           amortization
                                              -----------
            Property and equipment, net          $340,094
                                                  =======
                               </TABLE>

Depreciation expense for the quarter ended May 31, 2000 was
    $54,574.

  NOTE 5 - CAPITALIZED PRODUCTION COSTS

       Capitalized production costs are summarized as follows:

   <TABLE>
   <S>                                   <C>
                 Cactus Jack production          $292,424
       Dean Tornabene (DTCP) production  446,65
                                          0
                                               ----------
                                                  739,074
         Less: accumulated amortization            50,141
                                              -----------
     Capitalized production costs - net          $688,933
                                                  =======
                               </TABLE>

       Production cost amortization for the period was $28,473.

  NOTE 6 - INTANGIBLES

Intangibles are summarized as follows:

   <TABLE>
   <S>                                   <C>
                               Goodwill          $880,277
                     Safeshield formula  343,99
                                          6
                   Cactus Jack products           330,000
                          DTCP products           170,000
                                             ------------
                                                1,724,273
         Less: accumulated amortization           477,678
                                             ------------
                Total intangibles - net        $1,246,595
                                                 ========
                               </TABLE>

       Amortization expense for the period was $73,858.

  NOTE 7 - LONG-TERM DEBT

       Long-term debt consists of the following:

   <TABLE>
   <S>                                   <C>
      Flex Marketing Inc. Notes Payable          $600,763
                  Virasept Note Payable  37,00
                                         0
                     Triad Note Payable           150,000
                Frederickson Television            93,911
                    Other Notes Payable           191,489
                                             ------------
                                                1,073,163
                  Less: Current Portion           338,627
                                           --------------
             Total Long-term debt - net          $734,536
                                                 ========
                               </TABLE>


  NOTE 8 - NOTES PAYABLE TO STOCKHOLDERS AND AFFILIATES

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

  NOTE 9 - ACCOUNTS PAYABLE

       Accounts  payable  and  accrued expenses  consist  of  the
       following:


   <TABLE>
   <S>                                   <C>
                       Accounts payable        $2,396,621
                    Accrued liabilities  358,98
                                          4
                                            -------------
                                               $2,755,605
                                                 ========
                               </TABLE>

  NOTE 10 - DEFERRED REVENUE

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

  NOTE 11 - INCOME TAXES

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

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

   <TABLE>
   <S>                                   <C>
                    Deferred Tax Assets
                    Loss Carry-forwards  $11,148,71
                                              3
              Less: Valuation allowance     (11,148,713 )
                                         ----------------
                Net Deferred Tax Assets  $                 -
                                                =========
                               </TABLE>

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

  NOTE 12 - CAPITAL STOCK TRANSACTIONS

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

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

  NOTE 13 - GOING CONCERN

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

  NOTE 14 - SUBSEQUENT EVENTS

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

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

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

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

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation,   those  expectations  reflected  in  forward-looking
statements contained in this Statement.

THE  FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND  RESULTS
OF  OPERATIONS  SHOULD BE READ IN CONJUNCTION WITH THE  FINANCIAL
STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS  INCLUDE
ELSEWHERE   HEREIN.  THIS  DISCUSSION  CONTAINS   FORWARD-LOOKING
STATEMENTS  THAT RELATE TO FUTURE EVENTS OR THE COMPANY'S  FUTURE
FINANCIAL  PERFORMANCE  AND  INVOLVE  KNOWN  AND  UNKNOWN  RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE  COMPANY'S  OR
THE INDUSTRY'S ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR
ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE  RESULTS,
LEVELS  OF  ACTIVITY,  PERFORMANCE OR ACHIEVEMENTS  EXPRESSED  OR
IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.

                        Plan of Operation
Infotopia Inc. is in the Direct Marketing business that
encompasses commercials, infomercials, print media, radio and the
World Wide Web. In order for the Company to increase revenues
significantly, it may be necessary to seek additional capital to
accomplish its business plan.  Over the next twelve months the
Company will require approximately $5,000,000 to fully execute
its business plan. This will be sufficient to continue ongoing
operations including existing and future projects.  The Company
expects to fund a portion of these funds from cash flow received
from product sales, with the balance coming from additional
finance. The Company is currently reviewing several financing
opportunities and will announce any developments as they occur.
The Company realizes that the life-blood of Direct to Retail
Marketing is new products. Therefore the Company's product
research and development/marketing department is one of the
utmost importance to the Company's 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. The Company has
approximately 6 new products in various stages of development,
all suitable for the Direct to Retail Marketing.

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

On  June  26, 2000 Infotopia acquired exclusive rights to  market
the  Torso  Tiger  Ab machine. The Torso Tiger has  continued  to
produce  between $800,000 to $1,000,000 per week in  gross  sales
revenue  since  February 2000. The Torso  Tiger  infomercial  was
rated  the sixth most successful infomercial running during month
of  April  by Infomercial Monitoring, Inc. based on the frequency
of  airings in the United States. Infotopia  is completing  final
edits  of the Body Rocker total body work out machine. The  edits
are  expected  to  be completed by August 20, 2000.  In  addition
Infotopia is completing a new diet show that will be completed by
mid  September  2000. We are projecting these  new  products  and
additional projected launches in the coming year to help  achieve
our  goal  of $54,000,000 in sales revenue for the end of  fiscal
2001.

The Company plans to hire 5 new employees within next 12 months.
Any significant increase in demand for customer support and sales
may require adding further employees.
Infotopia's  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:
  Electronic media includes television, radio and the Internet.
  The  message  contains all information that the consumer  needs
  to make a buying decision.
  There is a specific offer made to the consumer.
  There  is an appeal to the consumer to make an immediate buying
  decision.

There  are  Five  Steps  in  developing an  effective  Electronic
Retailing campaign.
  Product development is the process of selecting and
  positioning a product for an electronic retailing campaign.
  Production is the creation of the script or copy and the
  development of the creative content of the campaign.
  Media placement is the selection and booking of the actual
  airtime for broadcasting the campaign.
  Telemarketing & Fulfillment, also known as the "back end," is
  the system for receiving calls generated by broadcast
  campaigns, filling orders, shipping them and processing
  returns, if necessary.
  Supplemental distribution is the exploitation of other
  marketing channels, either while the ER campaign is running or
  after the campaign has run its course.
The  success of the Backstroke was the result of trial and  error
and  a  fast  learning curve on the part of INFOTOPIA management.
Deciding that it is better to learn from the mistakes of  others,
INFOTOPIA   undertook  extensive  research  into  the  electronic
retailing industry.  INFOTOPIA analyzed the competition for their
strengths  and  weaknesses.  "Why do some products succeed  while
others fail?"  "Why do some companies succeed while others fail?"
INFOTOPIA 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
INFOTOPIA  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  marshalling  the  skills  and
resources  best  suited  to a particular  inventor  and  product.
Infotopia's streamlined organization provides this new  paradigm.
Through strategic industry alliances, INFOTOPIA is able to  offer
a  broad  range of talent and expertise that would  be  extremely
expensive to offer "in-house."
INFOTOPIA's   management  has  chosen  to   outsource   specialty
functions  to companies with experience and expertise in  various
areas   of  "Direct  Response  to  Retail  Marketing."    Through
outsourcing, INFOTOPIA is able to multiply the company's  ability
to  recruit  inventors,  attract new products,  and  successfully
launch  multiple  products.   Outsourcing  offers  the  following
benefits:
  Streamlined Organization - Reduced manpower and overhead
  Streamlined Decision-Making Process - Rapid Market Response
  Increased Efficiency- Reduced cost to manufacturer
  Improved Cash-flow - Reducing the need for long term Financing
  Improved Profitability-  Increase the Value to Shareholders
                          Product Line
Infotopia  is  a product development company that specializes  in
the flexible marketing, advertising, and direct response sales of
innovative   consumer  products.   Infotopia  has  developed   or
obtained  the  marketing  rights to several  products  in  growth
industries,   including,  healthcare,  fitness,  and  recreation.
Independent  research projects have shown that  these  industries
have  tremendous  marketing and sales  potential.   INFOTOPIA  is
currently direct marketing the Backstroker, which has been highly
successful   among   consumers   and   healthcare   professionals
throughout  the  U.S.  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,
INFOTOPIA  will  outsource portions of a product  launch  or  the
entire product to other media production companies.
The  Company  currently has two products  that  it  is  marketing
through  infomercial marketing, known in the industry  as  Direct
Response  Television (DRTV).  INFOTOPIA is promoting  the  highly
successful  Backstroke  Back Massager and  the  company  is  also
completing several  products by Dean Tornabene for launch in  the
third  quarter  of 2000: the Body Rocker and Fat Fighter  System.
INFOTOPIA is actively pursuing and reviewing additional  products
that may lend themselves well to this form of marketing.

                      Competitive Advantage
The  management  of  INFOTOPIA believes that the  company  has  a
sustainable competitive advantage in the DRTV industry  based  on
the structure and products of the Infotopia division.
     Efficient and responsive corporate structure
     Focus on the inventor
     High potential quality products
     Quality of outsource partners and strategic alliances
Backstroke Back Massager
The Backstroke is a body massager and health care device designed
by  a  chiropractic physician.  The Backstroke provides  valuable
muscle   stimulation,  enhanced  circulation,   and   therapeutic
acupressure  throughout the neck, back and torso.  Users  benefit
from  the specially designed massage elements mounted on a  frame
that  is  placed  horizontally on the floor.   The  elements  are
placed  in  a  specific  pattern, vary in size  and  firmness  to
provide  the  correct stimulation and acupressure throughout  the
entire back.  The unit includes an adjustable neck support roller
and video instruction tape.
The  Backstroke won a Silver Medal Award at INPEX XIII, America's
largest  invention  trade  show,  held  May  15  -  18,  1997  in
Pittsburgh,  Pennsylvania.  The INPEX XIII  trade  show  featured
over  1,500  different products and 30 different  countries  were
represented.
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 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  category.  Unit sales, estimated at 4.6 million,  are
predicted to rise 4 - 10% throughout the entire category.   While
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 US, 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  health
care  and  body  care  devices; furthermore,  the  products  were
offered at relatively high price points.  Prior to the mid  80's,
the  products  were  marketed  to  high  income  individuals   as
"specialty"  or  "exclusive" items only distributed  in  specific
retail stores or catalogs.
According to recent market studies, the Backstroker, retailing at
$59.90 (plus $19.95 shipping and handling), is being marketed  at
an  ideal  price  point  for back massage units.   Traditionally,
consumers  have  paid  as much as $500 for  back  massage/therapy
products  that  offer similar benefits as the Backstroker.   Back
massage products that provide therapeutic massage and safe spinal
traction  are currently being sold at prices of $200 -  $500  per
unit.  These products are usually sold in exclusive retail stores
and catalogs.

Dean Tornabene
                           Background
For   over  fifteen  years,  Dean  Tornabene  has  pioneered  the
philosophy of "balance through herbs and nutrition." A former Mr.
America,  renowned celebrity nutritionist and inventor, Dean  has
the  knowledge  and  practical experience  to  be  considered  an
authority  on  health  and  nutrition.  His  national  television
programs  on  health and nutrition and his magazine  columns  are
followed  by  millions  of people. As the  inventor  of  the  Fat
Fighting Systemr, Metasystemr, Bun and Thigh Sculptor, Ab  Rocker
and  numerous fitness and lifestyle products, Dean's name appears
on   his  products  as  a  symbol  of  quality,  confidence   and
authenticity.  Major  Fortune 500 companies have  consulted  with
Dean,  and  he  has been instrumental in the development  of  the
technology used in their health and fitness products.
Tornabene and Infotopia
Infotopia  has signed an exclusive sales and marketing  agreement
with Dean Tornabene and Charles Perez to produce a minimum of  12
new infomercial products for the next four years and the right of
first refusal on all new inventions.
Dean Tornabene and Charles Perez are the co-inventors of the Bunn
and  Thigh  Sculptor, the Ab Rocker and several other  inventions
that  have  been utilized in Direct Response to Retail Marketing.
These  inventions have produced over 300 million dollars in sales
during the past four years and continue to produce at a very high
level.
Dean  and  Charles have ready for market, a new piece of  fitness
equipment presently called the ``Body Rocker.'' Dean states,  ``I
believe  that  the Body Rocker is the greatest fitness  invention
since  the  barbell and will revolutionize personal home  fitness
equipment.''  Production on an infomercial has already  begun  by
Promoseltzer  Productions, and is scheduled for  release  in  the
thrid quarter of 2000.
Daniel  Hoyng, CEO of Infotopia states, ``An opportunity to  land
inventors  of  the quality of Dean and Charles  is  part  of  the
Infotopia  strategy to provide an exclusive home to inventors  of
previously  successful infomercial products. The Body Rocker  has
the potential in an eighteen-month period to match the revenue of
all  of  Dean and Charles previous products combined. The signing
of  Dean  and Charles should clearly indicate to our shareholders
and  competitors  that we are in the Direct  Response  to  Retail
segment to stay and intend to become a new industry leader.''
Upcoming Products by Dean
Body Rocker
The Body Rocker has enormous marketing potential.  The Body
Rocker is a "total body" fitness machine that will provide a no-
impact workout at all fitness levels.  The BODY ROCKER is
designed to have mass appeal for beginners through serious
fitness enthusiasts.  Sales are projected in excess of 1 million
units.

               Dean Tornabene Fat Fighting System
Dean Tornabene is a recognized expert in the field of nutrition.
The Fat Fighting System is an all-natural dietary supplement that
safely and effectively enhances the body's ability to burn off
calories and unwanted fat.  The product is scheduled for launch
in September 2000.


   Management's Discussion and Analysis of Financial Condition
During  the quarter ended May 31, 2000, the Company's  net  sales
were only $871,000 compared to the previous year's quarter (1999)
net  sales of approximately $1,188,000.  This decrease in  volume
was  primarily  due to: (1) the Company's main  direct  to  sales
product,  the  Backstroke  Back Massager,  had  matured  and  has
subsequently  been  remarketed to retail sales  outlets  and  the
international trade; (2) the Company was in a state of transition
in  this quarter whereby new products produced by Cactus Jack and
Dean  Tornabene  (DTCP)  were being manufactured  and  commercial
production prepared for their roll-outs beginning July, 2000; (3)
the  Company greatly reduced its sales and marketing expenses for
the  quarter which has a direct effect on sales.  The sales  from
the  quarter were predominantly from previously recorded deferred
sales  as  well  as  some new sales associated  with  the  retail
markets.

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

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

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

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

As  of May 31, 2000, the Company has a working capital deficit of
$643,632  and an accumulated deficit of $10,739,664.  Based  upon
the  Company's  plan  of  operation, the Company  estimates  that
existing   resources,   together  with   funds   generated   from
operations, will not be sufficient to fund the Company's  working
capital.   The Company is actively seeking additional equity  and
debt  financing.   There  can  be no assurances  that  sufficient
financing will be available on terms acceptable to the Company or
at  all.  If the Company is unable to obtain such financing,  the
Company will be forced to scale back operations, which would have
an  adverse  effect  on  the Company's  financial  condition  and
results of operation.
Since   management  expects  improvements  in   revenue   streams
throughout  2000, certain expenses such as production  and  media
costs  would increase in proportion to revenues.  Other  expenses
related  to general and administrative expenses are not  expected
to  rise proportionally as project increase and revenues improve.
The  Company  is  able  to generate increasing  revenues  without
significantly   increasing  employee  counts   or   general   and
administrative   expenses   as   certain   marketing   activities
(fulfillment  and  production) are generally  outsourced.   While
management  believes that revenues and growth  will  increase  in
future  periods, the upside potential from successful infomercial
marketing  is  great but the risk of failure is  always  present.
Therefore, while management's operating plan is predicated on the
successful  launch of new products, there can  be  no  assurances
that  profitability  will be realized  if  one  or  more  of  the
products  fail.   This  risk leads to  the  conclusion  that  the
Company  will  require supplemental capital to  maintain  and  to
increase  its  stable  of  products, to fund  operations  and  to
improve profitability.

        Cash Requirements And Needs For Additional Funds

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

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

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

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

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

As of this filing the Company is finalizing negotiations to raise
an additional $5,000,000.  The Company believes that its present
arrangements will provide sufficient working capital to continue
operations for the next twelve months.  There can be no guaranty
that unrealized funding will be realized.

                      Current Developments

On  April 19, 2000, the Company filed a Form 8-K stating that the
Company  had  changed  accountants.  That  Form  8-K  is   hereby
incorporated by reference.

On  May  12,  2000, the Company filed a Form 8-K  and  subsequent
amended Form 8-K stating that the Company had acquired Infotopia,
Inc. and had changed its name to Infotopia, Inc. These Forms  8-K
are incorporated by reference. (See Exhibit 10.1 to this 10-QSB)


                        Subsequent Events

License Agreement

On  June  26, 2000, the Company entered into a License  Agreement
with Torso Tiger, Inc. ("TT") (see Exhibit 10.2). Under the terms
of  the  Agreement,  TT grants and licenses to  the  Company  the
exclusive  worldwide rights to advertise, promote, market,  sell,
distribute  and  exploit the abdominal fitness product  currently
known  as  "Torso  Tiger" and all improvements and  modifications
(the "Products") and related upsells by any manner and in any and
all  media  and markets now know or hereafter devised, including,
without  limitation,  airing  the  Infomercial,  commercial   and
promotional  spots on broadcast, cable, satellite and  all  other
forms  of  television  transmission  now  existing  or  hereafter
developed,  television shopping programs such  as  QVC  and  HSN,
radio,  internet,  all  print media,  direct  mail  solicitation,
inbound  and  outbound telemarketing, catalog  sales,  continuity
program,  retail  sales  and  all  other  channels  or  means  of
distribution now existing or developed.

The  Company  will manage and oversee all operations relating  to
the   advertising,  promotion,  manufacturing,  sale,  marketing,
distribution and exploitation of the Product and related Upsells,
including:
     (i)  coordination  of  advertising  and  promotion  for  the
          Product and Upsells;
     (ii) coordination of telemarketing services;
     (iii)     coordination of television media buying;
     (iv) coordination of fulfillment;
     (v)  implementation of continuity program;
     (vi) coordination  of the manufacturing of the  Product  and
          Upsells;
     (vii)       implementation  of  non-television  distribution
          channels for the Product and Upsells;
     (viii)     coordination  of customer service  regarding  the
          Product and Upsells;
     (ix) oversee  all  transactional,  financial,  business  and
          contractual  matters relating to the marketing  of  the
          Product,  including the negotiation  of  contracts  (in
          consultation  with the Company) for all  of  the  above
          services ; and
     (x)  providing   general   management,  administrative   and
          bookkeeping  services with respect  to  the  day-to-day
          operations  of  the marketing and distribution  of  the
          Product,  including generating monthly  statements  and
          computing  and disbursing "Adjusted Gross Revenues"  to
          the Company and royalties to TT.

In consideration of the license by Torso Tiger, the Company shall
compensate TT as follows:

(a)   Infotopia shall issue to TT or its designees, in accordance
with  all  applicable securities laws, shares of  its  restricted
common  stock,  validly  issued, fully paid  and  non-assessable,
equal to Five Hundred Thousand Dollars ($500,000) at the price of
fifteen  cents ($0.15) per share. Such shares shall be  Rule  144
restricted  shares. In the event such shares are  not  valued  at
Five  Hundred Thousand Dollars ($500,000) at the time such shares
become  free  trading, Infotopia shall, at TT's election,  either
pay  to  TT  or its designees the difference in cash between  the
value  of  such  shares  at such time and Five  Hundred  Thousand
Dollars  ($500,000)  or issue to TT or its  designees  additional
shares of Infotopia common stock or warrants or stock options  to
purchase  shares  of  Infotopia  common  stock,  in  either  case
necessary to achieve an aggregate value of Five Hundred  Thousand
Dollars  ($500,000).  If at any time Infotopia  ceases  to  be  a
publicly  traded company and TT or its designees  have  not  sold
such  shares prior to such time, Infotopia shall pay  TT  or  its
designees  an  amount  equal  to Five  Hundred  Thousand  Dollars
($500,000).

(b)   Infotopia  shall  be  obligated to  register  some  of  its
securities  for  sale for its own account or for the  account  of
other persons within six (6) months of the date hereof. Infotopia
shall at such time give written notice ("Infotopia's Notice"), at
its expense, to TT of its intention to do so at least thirty (30)
days prior to the filing of a registration statement with respect
to such registration with the Securities and Exchange Commission.
Unless  Infotopia receives notice from TT to the contrary  within
ten  (10)  business days after Infotopia's Notice is received  by
TT,  Infotopia  shall cause all of TT's shares to  be  registered
under   the   Securities  Act  in  connection  with   Infotopia's
registration so as to permit the sale by TT of TT's  shares.  All
expenses incurred in effecting any registration pursuant to  this
subparagraph, including, without limitation, all registration and
filing fees, printing expenses, expenses of compliance with  blue
sky  laws  and  fees and disbursements of counsel for  Infotopia,
shall  be  borne by Infotopia. The foregoing registration  rights
shall apply to TT's designees if the Infotopia shares were issued
to said designees.

(c)   Infotopia represents, warrants and covenants that  it  will
comply   with  Rule  144  in  all  respects,  including,  without
limitation,  Rule  144(c)  (1) and (2).  If  Infotopia  fails  to
register  such  restricted shares as set forth in Paragraph  4(b)
above,  Infotopia  shall  issue  to  TT  or  its  designees,   in
accordance with all applicable securities laws, at TT's election,
shares  of its common stock, validly issued, fully paid and  non-
assessable,  or warrants or stock options to purchase  shares  of
Infotopia  common  stock at an exercise price  of  fifteen  cents
($0.15)  per share, equal in market value to One Hundred Thousand
Dollars  ($100,000). The parties hereto agree that such  issuance
is not intended to be in full or complete satisfaction of any dam
ages  arising out of such default or breach by Infotopia and that
such  issuance shall not preclude any action or remedy  available
to  TT  with  respect  to such default or  breach  by  Infotopia.
Moreover, in such event, TT or its designees shall be entitled to
exercise  a  "put"  right  to Infotopia upon  written  notice  to
Infotopia,  pursuant  to which Infotopia shall  be  obligated  to
purchase  such  restricted shares from TT or its designees  at  a
purchase price equal to the value of such shares at the  time  of
such  written  notice,  but in no event less  than  Five  Hundred
Thousand  Dollars  ($500,000) regardless of  the  value  of  such
shares at such time.

Compensation to TT for Services. In consideration of the services
to  be  rendered  by  TT  as  set forth herein,  Infotopia  shall
compensate TT during the Term as follows:

(a)   TT  shall receive a weekly royalty of five percent (5%)  of
one hundred percent (100%) of Gross Sales Revenues of the Product
and  Upsells from worldwide sales and exploitation of the Product
and  Upsells  by  any means and media other than  retail.  "Gross
Sales  Revenues" shall mean all gross revenues actually  received
by TT or its designees on behalf of Infotopia in respect of sales
and  exploitation  of the Product and Upsells by  any  means  and
media other than retail, excluding (i) sales, excise, use or  any
other  taxes, and (ii) actual returns, actual refunds and  actual
chargebacks.

(b)  TT shall receive a weekly royalty of seventeen percent (17%)
of one hundred percent (100%) of the "Wholesale Selling Price" of
the   Product  and  Upsells  from  worldwide  retail  sales   and
exploitation  of  the  Product  and Upsells,  including,  without
limitation, internet sales through torsotiger.com and third party
internet  sales. "Wholesale Selling Price" shall mean  the  gross
amount  invoiced by TT or its designee on behalf of Infotopia  to
retailers  and/or  distributors  for  resale  to  consumers   and
actually  received by TT or its designees on behalf of  Infotopia
in  respect  of  worldwide retail sales and exploitation  of  the
Product  and  Upsells, excluding (i) sales, excise,  use  or  any
other  taxes, and (ii) actual returns, actual refunds and  actual
chargebacks.

(c)   TT shall receive an additional contingent cash bonus  equal
to  Two Hundred Fifty Thousand Dollars ($250,000), payable within
fifteen  (15) business days following the achievement  by  TT  on
behalf  of  Infotopia of Gross Sales Revenues and  the  Wholesale
Selling  Price  from  worldwide sales  and  exploitation  of  the
Product and Upsells by any means and media of Ten Million Dollars
($10,000,000)  or  One Million Dollars ($1,000,000)  in  Adjusted
Gross Revenues (as defined below) before taxes and excluding  the
reserve  against returns and the reserve for working capital  set
forth in Paragraph 6 hereof.

(d)   TT shall receive an additional contingent cash bonus  equal
to  One  Hundred  Thousand  Dollars  ($100,000),  payable  within
fifteen  (15)  business days following any month in the  calendar
year  2000  during  which  a minimum of  Eight  Hundred  Thousand
Dollars  ($800,000) in media is aired resulting  in  a  ratio  of
Gross  Television Sales Revenues to Costs Per Order of  2.5/1  or
greater  for  such month, up to a maximum bonus of Three  Hundred
Thousand Dollars ($300,000).

(e)   Notwithstanding anything to the contrary contained  herein,
"Gross  Sales Revenues" and "Wholesale Selling Price"  shall  not
include any gross revenues received by TT in respect of sales and
exploitation  of the Product and Upsells by any means  and  media
after the effectiveness of this Agreement (i.e., the satisfaction
of  the conditions precedent set forth in Paragraph 5(a) and 3(b)
hereof) to the extent such gross revenues are realized from sales
made,  or  purchase orders for units of the Product  and  Upsells
placed, prior to the effectiveness of this Agreement.

Pursuant to the terms of the licensing agreement described above,
on  July  13,  2000, Torso Tiger was issued 3,334,334  shares  of
common  stock on which was exempt from registration  in  reliance
upon Section 4(2) of the Securities Act of 1933, as amended.  The
Company agreed to retain Mark Levine and David Richmond to act as
consultants to the Company regarding the management and operation
of  the  Torso  Tiger  product as long as the  License  Agreement
remains in full force and effect.

Settlement Agreement

On  June 12, 2000, the Company entered into a Mutual Release  and
Settlement  Agreement  ("Release")  with  Greenwood  &  Hall,   a
division of PCS Link, Inc. (see Exhibit 10.3). Under the terms of
the  Release,  the  Company paid Greenwood  &  Hall  the  sum  of
$131,500  as full and final payment.In consideration of Greenwood
&  Hall's  decision  to settle the matter for significantly  less
that contract value and actual damages they incurred, the Company
will  not  be entitled to any service credits and/or refunds  for
services  that  no  longer  need to  be  rendered  due  to  order
cancellations and/or customer initiated chargebacks.

Change in Officers and Directors

On  July 3, 2000, the Company decided to increase the members  of
the  Board  of  Directors to 5 members and appointed  C.  Anthony
Ferracone  and  James  Kosta as newly appointed  members  of  the
board.  Also  on  July 3, 2000, the Company  accepted  Mr.  Marek
Lozowicki's  resignation as Treasurer of the  Company,  effective
immediately.  Mr.  C. Anthony Ferracone was  appointed  as  Chief
Financial Officer and as well as Treasurer of the Company.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
     1. Greenwood and Hall vs. Infotopia, Inc. and National
Boston Medical, Inc. were settled July 14, 2000 and the case was
dismissed with prejudice.  Greenwood and Hall received $131,500
as payment in full. (see Exhibit 10.3)

     2. Settlement Agreement and Full Release with David M.
Vitko, D.V. Back Products, Inc. General Partner, Backstroke,
LTD., and Infotopia, Inc. Dated July 11, 2000. Infotopia retains
all rights to the Backstroke Back Massager and David M. Vitko,
D.V. Back Products, Inc. General Partner, Backstroke, LTD will
receive $368,434.14 over a 4 month period. (see Exhibit 10.4)

     3. The Company is still in negotiations to enter into a
Settlement Agreement and Full Release with Remon Hayek and
Infotopia, Inc. pertaining to the Backstroke Back Massager. Hayek
will receive $125,000.00 over 4 months for past obligations due
Hayek.

     4. On July 10, 2000 Infotopia, Inc. executed with DTCP (Dean
Tornabene) an Addendum to their Manufacturing, Marketing and
Distribution Agreement for future products. This addendum gives
Infotopia the rights to three new product per year and language
that will continues to allow Infotopia Inc. to market their
current products the BodyRocker, Fat Fighting System and the Bunn
Rocker. (see Exhibit 10.5)

     5. On July 12, 2000 Infotopia, Inc. entered into an
agreement with Cactus Jack's Marketing Corp. to discontinue
marketing the Cactus Jack product line. Cactus Jack received a
cash settlement of $125,000.  Cactus Jack gave to Infotopia, Inc.
1,000,000 shares of NMBX stock and a complete and full release.
(see Exhibit 10.6)

ITEM 5.   OTHER INFORMATION
      1.      i.     The   Company's  principal  accountant   was
               dismissed on April 25, 2000

            ii.  The principal accountant's report on the financial
               statements for the past two years was modified as to uncertainty
               that the Company will continue as a going concern.

iii. The Company decided to retain the auditors of Infotopia,
Inc., the surviving company. The decision to change accountants
was approved by the board of directors.
            iv.  A.             There were no disagreements with the former
                accountant on any matter of accounting principles or practices,
                financial statement disclosure, or auditing scope or procedure,
                which, if not resolved to the former accountants satisfaction,
                would have caused it to make reference to the subject matter of
                the disagreement(s) in connection with its report.
       2.    A  new  accountant has been engaged as the principal
          accountant to audit the issuer's financial statements. The new
          accountant is Merdinger, Fruchter, Rosen & Corso, P.C. and was
          engaged as of April 25, 2000. Neither the Company nor anyone
          acting on its behalf consulted the new accountant regarding:

            ii.  the application of accounting principles to a specific
               completed or contemplated transaction, or the type of audit
               opinion that might be rendered on the small business issuer's
               financial statements, as part of the process of deciding as to
               the accounting, auditing or financial reporting issue, or

iii. any matter that was the subject of a disagreement or event
identified in response to paragraph 1(iv) of this Item.
       3.   The Company has provided the former accountant with a copy
          of the disclosures it is making in response to this Item. The
          Company has requested the former accountant to furnish a letter
          addressed to the Commission stating that it agrees with the
          statements made by the Company. The Company has filed the letter
          as an exhibit to the registration statement containing this
          disclosure.

                      Registration of Stock
During  April  and  May  2000, the Company  filed  Forms  S-8  to
register   shares  to  be  issued  to  various   individuals   as
consultants  to the Company. As of May 31, 2000, the Company  has
issued  5,129,285 shares of stock pursuant to the filing  of  the
Forms S-8.
Subsequently,  the Company has issued 14,830,000  shares  of  its
common stock pursuant to the filing of Forms S-8 during June 2000
and on July 7, 2000.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

3.1  The  Company's Articles of Incorporation are attached to the
     Company's Amended Form 10-SB, filed on April 30, 1999. These
     exhibits are incorporated by reference to that Form.

3.2  The  Company's Bylaws are attached to the Company's  Amended
     Form  10-SB,  filed  on April 30, 1999. These  exhibits  are
     incorporated by reference to that Form.

10.1 Acquisition Agreement
10.2 License Agreement
10.3 Mutual Release and Settlement Agreement with Greenwood &
Hall
10.4 Settlement Agreement and Full Release with David M. Vitko,
D.V. Back Products, Inc. General Partner, Backstroke, LTD.
10.5 Addendum to their Manufacturing, Marketing and Distribution
Agreement with Dean Tornabene
10.6 Settlement Agreement and Full Release with Cactus Jack.
10.7 Letter of Understanding with First Equity Capital

16   Letter on Change in Certifying Accountant

27   Financial Data Schedule

Reports on Form 8-K:

On  April 19, 2000, the Company filed a Form 8-K stating that the
Company had changed accountants. That Form is hereby incorporated
by reference.

On  May  12,  2000, the Company filed a Form 8-K  and  subsequent
amended Form 8-K stating that the Company had acquired Infotopia,
Inc. and had changed its name to Infotopia, Inc. These Forms  are
incorporated by reference.