<PAGE>


                                  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, RAYNHAM, MA 02767
           (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>
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 $218,254          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                    2,722,568            268,051
       Employee Advances                                               78,555             65,485
       Investments in marketable securities, at fair value             48,000            174,000
                                                                  -----------        -----------
            Total current assets                                   21,188,159          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 $814,018 and $318,970                      5,417,559          2,415,307
       Loans Receivable - Related Parties,
         net of current portion                                     2,386,547                 --
       Deposits                                                     1,582,286            212,143
                                                                  -----------        -----------
            TOTAL ASSETS                                          $32,472,494        $ 6,205,465
                                                                  ===========        ===========
</TABLE>

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


<PAGE>
\                         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                      $  2,670,236         $  1,798,620
       Due to Employees                                                     --              108,723
       Debentures                                                           --               50,000
       Short Term Notes Payable to Stockholders                        594,090                   --
       Media & A/R Loans Payable                                     4,253,433                   --
       Bank Loans                                                    2,206,178                   --
       Deferred Revenue                                              1,968,563               38,162
                                                                  ------------         ------------
            Total Current Liabilities                               11,692,500            1,995,505
                                                                  ------------         ------------

LONG-TERM LIABILITIES
       Convertible Debenture                                                --              600,000
                                                                  ------------         ------------
         TOTAL LIABILITIES                                          11,692,500            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                                   60,935,046           41,440,254

       Accumulated deficit                                         (39,167,720)         (38,026,530)
       Unrealized gain/(loss) on marketable securities                (102,000)              24,000
       Deferred Compensation                                          (892,500)                  --
                                                                  ------------         ------------
       Total stockholders' equity                                   20,779,994            3,609,960
                                                                  ------------         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 32,472,494         $  6,205,465
                                                                  ============         ============
</TABLE>

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


<PAGE>
                         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          1,652,365
       Less: Sales Returns and
               Allowances                      2,637,654                  39,388            3,610,677            154,640
                                            ------------          --------------        -------------      -------------
            Net Sales                         34,891,110                 690,496           56,736,532          1,497,725

COST OF SALES                                  9,850,560                 131,573           16,069,126            398,223
                                            ------------          --------------        -------------      -------------
GROSS PROFIT                                  25,040,550                 558,923           40,667,406          1,099,502
                                            ------------          --------------        -------------      -------------
OPERATING EXPENSES
       General and administrative              1,401,121               3,865,445            2,573,002          5,368,166
       Selling and marketing                  23,940,375                 266,604           36,110,879          1,106,539
       Depreciation and amortization             382,588                 154,875              579,996            290,445
       Impairment expense                             --                 575,038                   --            575,038
                                            ------------          --------------        -------------      -------------
            Total operating expenses          25,724,084               4,861,962           39,263,877          7,340,188
                                            ------------          --------------        -------------      -------------

INCOME (LOSS) FROM OPERATIONS                   (683,534)             (4,303,039)           1,403,529         (6,240,686)

OTHER EXPENSES
       Interest expense                        1,171,875                  72,939            1,677,828            168,241
       Discount expense                           80,000                      --              866,891                 --
                                            ------------          --------------        -------------      -------------
            Total other expenses               1,251,875                  72,939            2,544,719            168,241
                                            ------------          --------------        -------------      -------------

LOSS BEFORE INCOME TAXES                      (1,935,409)             (4,375,978)          (1,141,190)        (6,408,927)

INCOME TAXES                                          --                      --                   --                 --
                                            ------------          --------------        -------------      -------------
NET INCOME (LOSS)                           $ (1,935,409)         $   (4,375,978)       $  (1,141,190)        (6,408,927)
                                            ============          ==============        =============      =============

Loss per share:
     Basic and Diluted                      $      (0.66)         $       (53.02)       $       (0.59)           (154.46)
                                            ============          ==============         ============      =============

Weighted Average Shares Outstanding:
     Basic and  Diluted                        2,908,794                  82,531            1,932,835             41,493
                                            ============          ==============         ============      =============
</TABLE>


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

<PAGE>
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                           At                At
                                                                     June 30, 2001     June 30, 2000
                                                                     -------------     -------------
<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss)                                                    $ (1,141,190)        (6,408,927)
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities
        Bad debt and sales returns                                        538,488             67,902
        Non-cash interest                                                 866,891                -
        Depreciation and amortization                                     579,996            290,445
        Impairment of long term assets                                        -              575,038
        Issuance of stock for compensation                              1,020,000                368
        Issuance of stock for consulting & legal services               1,160,000          2,283,823
        Issuance of stock for purchase of license                         797,301                -
        Issuance of stock for deferred compensation                       770,550             75,888
        Insurance of stock as part of spinoff & reverse acquisition           -               34,703
Changes in assets and liabilities
        Accounts receivable - trade                                   (10,724,596)            60,765
        Subscriptions receivable                                       (2,100,000)               -
        Inventory                                                      (2,571,514)          (176,779)
        Loans receivable                                               (3,086,547)               -
        Prepaid expenses                                               (4,229,617)         1,521,597
        Accounts payable and accrued expenses                             871,616          2,804,586
        Due to affiliates                                                     -             (946,355)
        Deferred revenue                                                1,930,400           (336,691)
        Deposits                                                       (1,370,143)           (14,000)
        Change in other assets and liabilities                           (127,796)           (23,870)
                                                                     ------------       ------------
Net cash used in operating activities                                 (16,816,161)          (191,507)
                                                                     ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                  (227,899)           (32,282)
     Capitalized production Costs                                        (824,744)          (191,313)
     Licenses and other intangibles                                    (3,497,299)               -
                                                                     ------------       ------------
Net Cash used in investing activities                                  (4,549,942)          (223,595)
                                                                     ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of debt                                     8,253,701            841,905
     Payments on debt from affiliates                                           -            (32,528)
     Payments on debt                                                     (50,000)          (210,493)
     Sale of common stock                                              13,803,584                -
                                                                     ------------       ------------
Net cash provided by financing activities                              22,007,285            598,884
                                                                     ------------       ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 641,182            183,782

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                             787,150            119,054
                                                                     ------------       ------------

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 services 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.

During the six months ended June 30, 2000 the Company:

      --   Issued 367,988 shares of the Company's common stock at a value of
           $368 as compensation to officers of the company;

      --   Issued 14,209,285 shares of the Company's common stock at a value of
           $2,283,823 as compensation for services rendered by various
           consultants, attorneys and others;

      --   Issued 11,478,129 shares, in the aggregate, of the Company's common
           stock at a value of $34,703 to National Boston Medical, Inc. and Dr.
           Abravanel as per the Dr. Abravanel spinoff agreement dated April 25,
           2000.
<PAGE>
                                 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).

            The accompanying unaudited consolidated financial statements have
            been prepared in accordance with the instructions to Form 10-QSB,
            and therefore, do not include all the information necessary
            for a fair presentation of financial position, results of
            operations and cash flows in conformity with generally
            accepted accounting principles.

            In the opinion of management, all adjustments (consisting of
            normal recurring accruals) considered necessary for a fair
            presentation have been included. Operating results for the six
            month period ended June 30, 2001 are not necessarily indicative
            of the results that may be expected for the year ended December
            31, 2001. The unaudited condensed consolidated financial statements
            should be read in conjunction with the consolidated financial
            statements and footnotes thereto included in the Company's
            December 31, 2000 annual report included in SEC Form 10-KSB/A.

      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>
      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>
      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 15 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      December 31, 2000
                                                                             -------------     -----------------
<S>                                                                          <C>                        <C>
            Legal and professional services                                  $    327,563               $ 15,794
            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                163,208
            Prepayment for taxes                                                    --                     5,000
            Prepayment for royalties                                                --                    74,844
            Interest Receivable                                                     --                     9,205
                                                                             ------------               ----------
</TABLE>
<PAGE>
<TABLE>
<S>                                                                     <C>                 <C>
              Total prepaid expenses and other current assets           $  2,722,568        $268,051
                                                                        ============        ========
</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>



     The investments at December 31, 2000 available for sale are as follows:

<Table>
<Caption>                                                                                   Market
                                                                        Cost                 Value
                                                                       --------            ----------
<S>                                                                     <C>                 <C>
     Millenium Direct, Inc. Common Stock                                $150,000            $ 174,000
     National Boston Medical, Inc. Common Stock                          444,444               --
                                                                        --------            --------
               Total                                                    $594,444            $ 174,000
                                                                        ========            =========
               Net Unrealized gain                                                          $  24,000
                                                                                            =========
               Impairment Loss                                                              $(444,444)
                                                                                            =========

</Table>




NOTE 4 - PROPERTY AND EQUIPMENT

     Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                 Jun 30, 2001     December 31, 2000
                                                 ------------     -----------------
<S>                                              <C>              <C>
            Production molds                         $295,941        $295,941
            Computer equipment and software           267,487         163,696
            Furniture and office equipment            107,647          35,519
            Leasehold Improvements                     32,136           --
            Telephone System                           19,844           --
                                                     --------        --------
                                                     $723,055        $495,156
            Less: accumulated depreciation            300,878         255,383
                                                     --------        --------
            Property and equipment, net              $422,177        $239,773
                                                     ========        ========
</TABLE>

     Depreciation expense for the quarter ended and the first six months
     June 30, 2001 was $27,539 and $45,495, respectively. Depreciation
     expense for the quarter ended and the first six months June 30, 2000
     was $60,387 and $151,944 respectively.

NOTE 5 - CAPITALIZED PRODUCTION COSTS

            Capitalized production costs are summarized as follows:

<TABLE>
<CAPTION>
                                                     Jun 30, 2001     December 31, 2000
                                                     ------------     -----------------
<S>                                                  <C>              <C>
            Total Tiger                                $  463,921          $350,000
            Prostate-Osteo                                440,690           250,000
            Kitchenware Set                               185,000             --
            Fitness Equipment Set                         200,000             --
            Medicus Dual 2000                              63,466            10,000
            Spudwizz                                       41,667             --
            Cathi Graham                                   40,000            20,000
            Facial Spa                                     29,475            29,475
            Robert Allen                                   20,000            20,000
            Cooking Saddle                                 20,000             --
            Rejuvicare                                     11,000            11,000
                                                       ----------          ---------
                                                       $1,515,219          $690,475

            Less:  accumulated amortization                39,453             --
                                                        ----------         ---------
            Capitalized production costs, net          $1,475,766          $690,475
                                                       ==========          =========
</TABLE>

     Production cost amortization for the first six months and the
     quarter ended June 30, 2001 was $39,453, and $0 for the quarter and
     six months ended June 30, 2000.
<PAGE>
NOTE 6 - INTANGIBLES

            Intangibles are summarized as follows:

<TABLE>
<CAPTION>
                                                  Jun 30, 2001           December 31, 2000
                                                  ------------           -----------------
<S>                                               <C>                    <C>
            Bun & Thigh License                    $ 2,770,000             $1,770,000
            Provida License                          1,200,000                 --
            Goodwill                                   880,277                880,277
            J. Group - skin care line                  797,300                 --
            Safeshield                                 500,000                 --
            Prosteo License                             84,000                 84,000
                                                   -----------              ----------
                                                   $ 6,231,577              $2,734,277
            Less: accumulated amortization             814,018                 318,970
                                                   -----------              ----------
            Total intangibles - net                $ 5,417,559              $2,415,307
                                                   ===========              ==========
</TABLE>

            Amortization expense for the quarter ended  and the first six months
            June 30, 2001 was $315,596 and $495,048, respectively. Amortization
            expense for the quarter ended and the first six months June 30, 2000
            was $94,488 and $138,501, respectively.

NOTE 7 - ACCOUNTS PAYABLE

            Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                      Jun 30, 2001             December 31, 2000
                                                      ------------             -----------------
<S>                                                   <C>                      <C>
            Accrued liabilities - product               $1,695,138             $        --
            Sales Tax Payable                              546,998                      --
            Accounts payable - regular trade               239,269               1,253,202
            Accrued liabilities - regular trade            188,831                 545,418
                                                        ----------              ----------
              Total                                     $2,670,236              $1,798,620
                                                        ==========              ==========
</TABLE>

NOTE 8 - DEFERRED REVENUE

            Deferred revenues is summarized as follows:

<TABLE>
                                            June 30, 2001                       December 31, 2000
                                            -------------                       -----------------
<S>                                         <C>                                 <C>
            Torso Tiger                              0                            $38,162
            Bun & Thigh                     $  879,450                               --
            Provida                            506,301                               --
            Total Tiger                        497,309                               --
            Medicus                             85,503                               --
                                            ----------                            -------
              Total Deferred Revenue        $1,968,563                            $38,162
                                            ==========                            =======
</TABLE>

NOTE 9 - 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>
NOTE 10 - RELATED PARTY TRANSACTIONS

     The transactions set forth herein do not include compensation or benefits
as provided in the employment agreements of the Officers and Directors of the
Company. In addition, all common share amounts provided herein reflect the 1:200
reverse split effected by the Company on June 21, 2001.

     From April 26, 2000, through September 13, 2000, the Company issued 6,750
common shares to Clinton Smith on behalf of the Law Firm of Roby and Smith for
legal services provided. The aggregate value of the shares issued was $192,190.

     On September 14, 2000, the Company distributed to Thomson Kernaghan 6.5
million common shares with a value of $3,250,000 as settlement of certain debts
assumed by the Company as part of the share exchange agreement with National
Boston Medical.

     On January 3, 2001, the Company borrowed $100,000 from Ernest Zavoral in
the form of a short-term convertible note bearing interest at a rate of 20%. The
principal amount of this note was repaid in cash on April 19, 2001. The interest
for this note of $5,808 was repaid by a distribution of 5,694 shares of the
Company's common stock on August 9, 2001. This borrowing provided operating
capital to the Company.

     On January 3, 2001, the Company borrowed $100,000 from Daniel Hoyng in the
form of a short-term convertible note bearing interest at a rate of 20%. The
principal amount of this note was repaid in cash on June 6, 2001. This borrowing
provided operating capital to the Company.

     On January 4, 2001, Thomson Kernaghan converted a convertible note of
$600,000 into 72,000 shares of the Company's common stock.

     On February 14, 2001, the Company borrowed $166,667 from Ernest Zavoral in
the form of a media funding agreement bearing interest at a rate of 2% per week.
The purpose of this borrowing was to provide the Company with capital to buy
media time for the airing of infomercials. The interest rate was based on
current industry standards. This agreement was repaid by a distribution of a
235,294 shares of the Company's common stock on August 14, 2001. The value of
the shares distributed was $240,000.

     On February 14, 2001, the Company borrowed $166,667 from Marek Lozowicki in
the form of a media funding agreement bearing interest at a rate of 2% per week.
The purpose of this borrowing was to provide the Company with capital to buy
media time for the airing of infomercials. The interest rate was based on
current industry standards. This agreement was repaid by payments of $156,182
and a distribution of a 282,402 shares of the Company's common stock on
August 14, 2001. The value of the shares distributed was $84,721 (as amended).

     On February 14, 2001, the Company borrowed $186,667 from Daniel Hoyng in
the form of a media funding agreement bearing interest at a rate of 2% per week.
The purpose of this borrowing was to provide the Company with capital to buy
media time for the airing of infomercials. The interest rate was based on
current industry standards. The principal amount of this agreement was repaid on
May 11, 2001.

     On February 28, 2001, Thomson Kernaghan purchased 2.0 million shares of the
Company's preferred series B stock for $2.8 million. These shares were
subsequently converted into 200,000 shares of the Company's common stock on
April 11,2001.

     On April 11, 2001, the Company loaned $525,831 to Marek Lozowicki. This
loan was repaid to the Company on August 14, 2001 by a return of 189,148 of the
Company's common shares, which were returned to treasury stock. The price per
share of the shares returned was $2.78. The purpose of this loan was to provide
such officer with funds to exercise certain options.

     On April 11, 2001, the Company loaned $694,174 to Ernest Zavoral. This loan
was repaid to the Company on August 14, 2001 by a return of 249,703 of the
Company's common shares, which were returned to treasury stock. The price per
share of the shares returned was $2.78. The purpose of this loan was to provide
such officer with funds to exercise certain options.

     On April 11, 2001, the Company loaned $852,148 to Daniel Hoyng. This loan
was repaid to the Company on August 14, 2001 by a return of 306,528 of the
Company's common shares, which were returned to treasury stock. The price per
share of the shares returned was $2.78. The purpose of this loan was to provide
such officer with funds to exercise certain options.

     On April 11, 2001, the Company loaned $79,005 to Clinton Smith. This loan
was repaid to the Company on August 14, 2001 by a return of 28,419 of the
Company's common shares, which were returned to treasury stock. The price per
share of the shares returned was $2.78. The purpose of this loan was to provide
such officer with funds to exercise certain options.

     On May 29, 2001, Ernest Zavoral provided to KMI, Inc. 55,000 shares of
Infotopia, Inc. common shares from his personal holdings as payment for investor
relation services to be provided to the Company. The value



<PAGE>
of the shares distributed to KMI, Inc. was $308,000. As repayment of the amount
incurred on behalf of the Company, Mr. Zavoral was paid $165,000 on June 9, 2001
and $100,000 on June 19, 2001. On August 14, 2001, the Company distributed
42,157 shares of common stock as payment of the remaining $43,000 owed to him.

     On June 11, 2001, the Company entered into an advertising agreement with
the Financial Broadband Network (FBN), which calls for commitments on the part
of the Company greater than $50,000. FBN is owned by two entities of which Mark
Valentine, Chairman of Thomson Kernaghan, is the President.

     On June 29, 2001 the Company issued 25,000 common shares to Cogent Capital
for certain consulting services. The value of these shares was $80,000. Gregory
Kofford, a principal of Cogent Capital, was appointed as the Company's Chief
Financial Officer on August 13, 2001.

     In June and July of 2001, the Company issued $400,000 to Dan Hoyng for the
purpose of constructing kitchen and fitness production sets for the filming of
infomercials at his residence on behalf of the Company.

     On September 4, 2001, the Company issued Daniel Hoyng 352,941 common shares
as repayment for various production and other costs he incurred on behalf of the
Company. The value of the shares issued to Mr. Hoyng was $105,882 (as amended).

     On September 4, 2001, the Company distributed to Ernest Zavoral 58,503
shares of the Company's common stock for various expenses totaling $59,492 (as
amended) that were incurred on behalf of the Company.

     From September 14, 2000 through August 17, 2001, the Company has entered
into various common stock subscription agreements with Thomson Kernaghan. The
aggregate amount of common shares included in these agreements was 6,674,874.
The total value received by the Company pursuant to these agreements was
$10,669,496.


     The following tables list the outstanding loans receivable balances from
related parties and the short term notes payable to stockholders balances as of
June 30, 2001. Note, loans receivable -- related parties from "other" employees
are not to officers or directors of the company.

LOANS RECEIVABLE -- RELATED PARTIES

<Table>
<Caption>
                                                June 30, 2001              December 31, 2000
                                                -------------              -----------------
EMPLOYEE                                            AMOUNT
<S>                                             <C>                        <C>
Daniel Hoyng                                     $  852,528                $ 29,715
Ernest Zavoral                                      694,174                   --
Marek Lozowicki                                     525,554                  19,516
Clinton Smith                                        79,005                   --
Other Employees                                     313,841                  16,254
                                                 -----------                -------
   Gross                                          2,465,102                  65,485
   Less: current Portion                             78,555                  65,485
                                                -----------                 -------
   Total-Net of currrent Portion                 $2,386,547                $     --

</Table>
SHORT TERM NOTE PAYABLES TO STOCKHOLDERS

<Table>
<Caption>
EMPLOYEE                                          AMOUNT
<S>                                             <C>                     <C>
Ernest Zavoral                                   $278,809               $ 36,956
Marek Lozowicki                                   272,217                   --
Daniel Hoyng                                       43,064                 71,767
                                                 -----------            --------
   Total                                         $594,090               $108,723
                                                 ===========            ========
</Table>

NOTE 11 - 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                               $13,317,025
              Less: Valuation allowance                         (13,317,025)
                                                               ------------
            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 - GOING CONCERN

            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 $39,167,720 and a current
            loss of $1,141,190. 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 13 - 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
            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 14 - 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.

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

     The following is a discussion of certain factors affecting the results of
operations, liquidity and capital resources of Infotopia, Inc. ("Infotopia" or
the "Company"). You should read the following discussion and analysis in
conjunction with the Company's consolidated financial statements and related
notes that are included herein under Item 1 above.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

     The statements contained in the section captioned Management's Discussion
and Analysis of Financial Condition and Results of Operations which are
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Registrant's present expectations or beliefs concerning future events. The
Registrant cautions that such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Registrant to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things, the uncertainty as to the Registrant's future profitability; the
uncertainty as to the demand for prepaid telephone services; increasing
competition in the telecommunications market; the Registrant's ability to hire,
train and retain sufficient qualified personnel; the Registrant's ability to
obtain financing on acceptable terms to finance its growth strategy; and the
Registrant's ability to develop and implement operational and financial systems
to manage its growth.

         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>
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>
         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>
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.

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

NET INCOME

The Company's net loss for the first six months of 2001 was $1,141,190 or $0.54
per diluted share compared to a loss of $6,408,927 or $154.46 per diluted
share for the first six months of 2000. The increase in net income and diluted
earnings per share was attributed to the implementation of the Company's growth
strategy to acquire and develop new products and aggressively market those
products to the 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 gross revenues were
$60,347,209 compared to $1,652,365 for the first six months of 2000 (an increase
of $58,694,844). Net sales were $56,736,532 compared to $1,497,725 (an increase
of $55,238,807). The increases from the prior year were primarily attributed to
the Company's expansion of its product line and aggressive marketing efforts.
For the first six months of 2001, the majority of the Company's revenue was
generated by the following products; the Body by Jake Bun and Thigh Rocker
($45.6 million in gross revenue), the Total Tiger ($9.3 million in gross
revenue) and the Six Week Body Makeover ($4.2 million in gross revenue).

COST OF SALES

The Company's cost of sales increased $15,670,903 from the comparable period in
2000 to $16,069,126. The increase in the cost of sales was principally
associated with the increase in revenue and is reflective of the Company's
expansion efforts.

OPERATING EXPENSES

Operating expenses for the first six months of 2001 were $39,263,877 as
compared to $7,340,188 for the first six months of 2000 (an increase of
$31,923,689). The significant increase in operating expenses was primarily due
to greater selling and marketing expenses.

Selling and marketing expenses of $36,110,879 increased $35,004,340 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. Media
expense for the first six months of 2001 were $20,994,907 as compared with
$501,154 for the first six months of 2000.

The Company's depreciation and amortization expenses increased $289,551 from
the comparable period to $579,996. This increase was primarily attributed
amortization expenses associated with capitalized licensing rights.

General and administrative expenses for the first six months of 2001 were
$2,573,002 as compared to $5,368,166 for the first six months of 2000 (a
decrease of $2,795,164 or 37%). The decrease from the prior year was primarily
attributed to lower legal expenses (a decrease of $1,511,280 from the prior
year) and was primarily attributed to the significant fees incurred in the
prior to establish the Company as a public entity.

INCOME FROM OPERATIONS

The Company's income from operations was $1,403,529 for the six months ended
June 30, 2001 as compared with a loss of $(6,240,686) for the six months ended
June 30, 2000. The increase in income form operations reflects the strategies
implemented by the Company's management team to generate significantly higher
revenue and improve the results from operations.

OTHER INCOME AND EXPENSES AND EXTRAORDINARY ITEMS

Other expenses for the six months ended June 30, 2001 consisted primarily of
interest expense of $2,544,719, versus $168,241 for the comparable period of
2000. The interest expense recognized by the Company was primarily associated
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 the
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 common stock, and proceeds
from short-term borrowings, debentures and notes payable. As of June 30, 2001,
the Company had working capital (current assets less current liabilities) of
$9,495,659 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 an increase in 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
significant cash needs for the development of infomercials and other capital
expenditures to expand the business and build the necessary infrastructure. 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 of inflation on
its operating results by controlling operating costs, and when possible,
seeking to ensure product prices reflect increases in costs due to inflation.

<PAGE>
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>
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>
(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/ Marek Lozowicki
    ----------------------------------------
    Marek Lozowicki, Acting Chief Financial Officer







Dated: November 20, 2001