<PAGE>   1

                                  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 NOVEMBER 30, 2000
                        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.)

                                218 TEARALL ROAD
                                RAYNHAM, MA 02767
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 884-9900

CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED 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 JANUARY 23, 2001, THERE WERE 189,996,005 SHARES OF COMMON STOCK
OUTSTANDING.
<PAGE>   2
                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

        Unaudited financial statements as of November 30, 2000, and for the
nine-month period then ended.


                                 INFOTOPIA, INC.
                                 BALANCE SHEETS
                              AT NOVEMBER 30, 2000
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                                    At                         At
                                                             November 30, 2000           February 29, 2000
                                                             -----------------           -----------------
<S>                                                          <C>                         <C>
CURRENT ASSETS
       Cash and cash equivalents                                 $  497,942                      $ 2,838
       Accounts receivable, net                                   1,461,807                          525
       Inventory                                                    646,977                       11,745
       Loan Receivable - affiliate                                  500,000                            0
       Prepaid expenses and other current assets                    365,922                            0
                                                                  ---------                      -------
            Total current assets                                  3,472,647                       15,108

PROPERTY AND EQUIPMENT, less
       accumulated depreciation
       of $224,988 and $0                                           238,590                            0
CAPITALIZED PRODUCTION COSTS, less
       accumulated amortization of $458,650 and $0                  900,000                            0
OTHER ASSETS
       Other Investments                                            594,444
       Licenses and other intangibles, less accumulated
         amortization of $366,465                                 2,176,312                            0
                                                                  ---------                      -------
            TOTAL ASSETS                                         $7,381,993                      $15,108
                                                                 ==========                      =======
</TABLE>

                                       2
<PAGE>   3
                                 INFOTOPIA, INC.
                                 BALANCE SHEETS

                                    UNAUDITED



<TABLE>
<CAPTION>
                                                                      For the period ended      For the period ended
                                                                       November 30, 2000         February 29, 2000
                                                                       -----------------         -----------------
<S>                                                                   <C>                       <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses                             $      2,320,455          $             0
     Current maturities of long-term debt                                        50,000                        0
     Current maturities of notes payable to stockholders                         11,274                        0
                                                                          -------------            -------------
TOTAL LIABILITIES                                                             2,381,729                        0

STOCKHOLDERS' EQUITY
     Common stock  - 11/31/00: $.001 par value, 190,000,000
     shares authorized; 161,806,005 shares issued and outstanding;              161,806                        0
     Common stock - 2/29/00: $.001 par value,
     shares authorized 40,000,000; shares issued and outstanding                                          12,841
     Additional paid-in-capital                                              41,071,632                   38,333
     Accumulated deficit                                                    (36,233,174)                 (36,066)
                                                                          -------------            -------------
     Total stockholders' equity                                               5,000,264                   15,108
                                                                          -------------            -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $   7,381,993            $      15,108
                                                                          =============            =============
</TABLE>

                                       3
<PAGE>   4
                                 INFOTOPIA, INC.
                             STATEMENT OF OPERATIONS

                                    UNAUDITED


<TABLE>
<CAPTION>
                                                  For the nine month period ended            For the three month period ended
                                                  -------------------------------           --------------------------------
                                               November 30, 2000   November 30, 1999     November 30, 2000   November 30, 1999
                                               -----------------   -----------------     -----------------   -----------------
<S>                                            <C>                 <C>                   <C>                 <C>
REVENUE
     Sales, net of returns and allowances
       of $360,609, $0, $295,623 and $0          $  8,657,040         $          0         $  8,371,770         $          0
COST OF SALES                                       2,425,706                    0            2,364,284                    0
                                                 ------------         ------------         ------------         ------------
GROSS PROFIT                                        6,231,334                    0            6,007,486                    0
                                                 ------------         ------------         ------------         ------------
OPERATING EXPENSES
     Professional Services/Consulting              16,430,340                    0           14,491,249                    0
     General and administrative                     4,052,533                5,882            1,325,443                  700
     Selling and marketing                          9,340,922                    0            5,587,755                    0
     Impairment Loss                                  935,697                    0                    0
     Depreciation and amortization                    693,476                    0              456,044                    0
                                                 ------------         ------------         ------------         ------------
          Total operating expenses                 31,452,968                5,882           21,860,491                  700
                                                 ------------         ------------         ------------         ------------
LOSS FROM OPERATIONS                              (25,221,634)              (5,882)         (15,853,005)                (700)
OTHER EXPENSES
     Interest expense                                 200,151                    0              200,151                    0
                                                 ------------         ------------         ------------         ------------
LOSS BEFORE INCOME TAXES                          (25,421,785)              (5,882)         (16,053,156)                (700)

INCOME TAXES                                                0                2,650                    0                  687
                                                 ------------         ------------         ------------         ------------
NET LOSS                                         $(25,421,785)        $     (3,232)        $(16,053,156)        $        (13)
                                                 ============         ============         ============         ============

Basic and diluted loss per share                       (0.52)                (0.66)               (0.28)               (0.11)

Weighted average shares outstanding              $ 49,342,020               12,841           57,873,985               12,841
</TABLE>

                                       4
<PAGE>   5
                                INFOTOPIA, INC.
                            STATEMENT OF CASH FLOWS
         For the periods ended November 30, 2000 and November 30, 1999
                                   UNAUDITED


<TABLE>
<CAPTION>
                                                                  For the nine month period ended
                                                                  -------------------------------
                                                               November 30, 2000    November 30, 1999
                                                               -----------------    -----------------
<S>                                                            <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net (loss)                                                $(25,421,785)        $     (3,232)
          Adjustments to reconcile net (loss) to net cash
            provided by (used in) operating activities
                Depreciation and amortization                         693,476
                Issuance of Stock for Services                     17,434,140
                Impairment Loss                                       935,697
                Increase in deferred taxes                                                  (2,650)
       Changes in assets and liabilities
                Accounts receivable - trade                        (1,047,667)
                Inventory                                            (451,446)
                Prepaid expenses                                      358,310
                Accounts payable and accrued expenses              (2,066,382)
                Due to related party                                8,703,182
                Customer deposits                                    (631,301)
                                                                 ------------         ------------
Net cash provided by operating activities                          (1,493,776)              (5,882)
                                                                 ------------         ------------
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of property and equipment                            (385,742)
       Licenses and other intangibles                              (2,511,624)
                                                                 ------------         ------------
Net cash used in investing activities                              (2,897,366)                   0
                                                                 ------------         ------------
CASH FLOWS FROM FINANCING ACTIVITIES
       Loan to affiliate                                             (500,000)                (525)
       Proceeds from issuance of debt                               2,025,500
       Payments on debt                                            (2,300,240)
       Payment of special distribution                                                     (19,475)
       Proceeds from stock subscriptions                            5,659,245
       Common stock offering costs                                                         (12,562)
                                                                 ------------         ------------
Net cash provided (used in) financing activities                    4,884,505              (32,562)
                                                                 ------------         ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  493,363              (38,444)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                         4,579               43,707
                                                                 ------------         ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                             497,942                5,263
                                                                 ============         ============
SUPPLEMENTAL INFORMATION
       Interest paid                                             $          0
       Income taxes paid                                         $          0
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES


During the nine month period ended November 30, 2000, the Company:

-- issued 59,458,500 shares of the Company's common stock at a value of
$16,430,340, as compensation for services rendered by various consultants,
attorneys and others;

-- purchased the Torso Tiger license for 4,000,000 shares of the Company's
common stock for a value totaling $600,000;

-- issued 22,701,590 shares of the Company's common stock to relieve note
payables valuing $5,497,028;

-- issued 13,678,125 shares of the Company's common stock for promissory notes
converted for a total value of $1,975,500.

                                       5

<PAGE>   6
                                 Infotopia, Inc.
                          Notes to Financial Statements
                For the Nine Month Period Ended November 30, 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 April 25, 2000. 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. were 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

                                       6
<PAGE>   7
         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
         remaining 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.

                                       7
<PAGE>   8
         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 November 30, 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 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.

NOTE 2 - PREPAID EXPENSES

         Prepaid expenses are summarized as follows:

                                       8

<PAGE>   9
<TABLE>
<CAPTION>
                                                                             Nov 30, 2000
                                                                             ------------
<S>                                                                          <C>
            Legal and professional services                                      $243,397
            Leases                                                                 12,595
            Royalties and other deposits                                          109,930
                                                                                  -------
                 Total prepaid expenses                                          $365,927
                                                                                 ========
</TABLE>

     NOTE 3 - PROPERTY AND EQUIPMENT

            Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                                             Nov 30, 2000
                                                                             ------------
<S>                                                                          <C>
            Warehouse equipment and molds                                        $232,351
            Computer equipment and software                                       156,488
            Furniture and office equipment                                         55,160
            Leasehold improvements                                                  5,938
            Vehicles                                                               13,641
                                                                                   ------
                                                                                 $463,578
            Less: accumulated depreciation and amortization                       224,988
                                                                                  -------
            Property and equipment, net                                          $238,590
                                                                                 ========
</TABLE>

              Depreciation expense for the quarter ended November 30, 2000 was
              $88,034 and for the nine month period was $188,211.

     NOTE 4 - CAPITALIZED PRODUCTION COSTS

            Capitalized production costs are summarized as follows:

<TABLE>
<CAPTION>
                                                                             Nov 30, 2000
                                                                             ------------
<S>                                                                          <C>
            Dean Tornabene (DTCP) Production                                     $478,650
            Hot Mommies Production                                                250,000
            Total Tiger Production                                                380,000
            Prosteo-Ostate Production                                             250,000
                                                                                  -------
            Total Production Cost                                               1,358,650
            Less: accumulated amortization                                        458,650
                                                                                  -------
            Capitalized production costs - net                                   $900,000
                                                                                 ========
</TABLE>

            Production cost amortization for the quarter ended November 30,2000
            was $336,055 and $382,584 for the nine month period.


     NOTE 5 - OTHER INVESTMENTS

            Other investment costs are summarized as follows:


<TABLE>
<CAPTION>
                                                                             Nov 30, 2000
                                                                             ------------
<S>                                                                          <C>
            Investment in Millennium Direct                                      $150,000
            Investment in National Boston Medical, Inc.                           444,444
                                                                                  -------
                 Total Investments                                               $594,444
                                                                                 ========
</TABLE>

     NOTE 6 - INTANGIBLES

                                       9
<PAGE>   10
            Intangibles are summarized as follows:

<TABLE>
<CAPTION>
                                                                             Nov 30, 2000
                                                                             ------------
<S>                                                                          <C>
            Goodwill                                                             $880,277
            DTCP license                                                           62,500
            Bun & Thigh License                                                 1,000,000
            Torso Tiger License                                                   600,000
                                                                                  -------
                                                                               $2,542,777
            Less: accumulated amortization                                        366,465
                                                                                  -------
            Total intangibles - net                                            $2,176,312
                                                                               ==========
</TABLE>

              Amortization expense for the period was $31,955 for the quarter
              ended November 30, 2000 and $122,681 for the nine months ended
              November 30, 2000.

     NOTE 7 - ACCOUNTS PAYABLE

            Accounts payable and accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                                                             Nov 30, 2000
                                                                             ------------
<S>                                                                          <C>
            Accounts payable - regular trade                                     $643,960
            Accrued liabilities                                                 1,253,873
            Accounts payable related to Torso Tiger Agreement                     422,622
                                                                                  -------
                 Total                                                         $2,320,455
                                                                               ==========
</TABLE>

     NOTE 8 - LONG-TERM DEBT

            Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                             Nov 30, 2000
                                                                             ------------
<S>                                                                          <C>
            Promissory Notes Payable                                              $50,000
                                                                                  -------
                                                                                  $50,000
            Less: Current Portion                                                  50,000
                                                                                   ------
            Total Long-term debt - net                                                 $0
                                                                                       ==
</TABLE>


     NOTE 9 - NOTES PAYABLE TO STOCKHOLDERS AND AFFILIATES

         The Company has in aggregate $11,274 due to stockholder loans which
         arose from the parent's acquisition of various entities.


     NOTE 10 - DEFERRED REVENUE

         There was no deferred revenue at November 30, 2000.

     NOTE 11 - INCOME TAXES

         At November 30, 2000, the Company had net carry-forward losses of
         approximately $25,421,785. 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

                                       10
<PAGE>   11
         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              $ 13,558,284
     Less: Valuation allowance         (13,558,284)
                                      ------------
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

              From September 1, 2000 through November 30, 2000, the following
              common stock shares (shares) were issued for reasons as stated
              below. The beginning balance at September 1, 2000 was 53,308,902.
              At the end of the period there were 161,806,005 shares issued and
              outstanding.

              On September 13, 2000, 2,200,000 common stock shares (shares) were
              issued to AT Development Trust for investor relations and
              financial consulting; 3,800,000 shares were issued to employees
              per their employment contracts; 700,000 shares were issued to an
              attorney for legal services.

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

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

              On September 14, 2000, 1,880,000 shares were purchased
              at $0.47 per share according to a subscription agreement
              for a total investment of $880,000. (this subscription agreement
              replaced a previously completed subscription agreement at $1.00
              per share and reflected anadjustment due to the significant
              reduction in the price per share of Infotopia, Inc.)

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

              On September 14, 2000, 2,915,000 shares were issued to certain
              employees for repayment of expense they had incurred on behalf of
              the company.

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

                                       11
<PAGE>   12
              On September 14, 2000, 150,000 were issued to two members of the
              administrative staff of Infotopia, Inc per terms of their
              employment agreements.

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

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

              On September 21, 6,200,000 shares were issued to Robert Pierce for
              consulting services for the world wide web and Internet projects
              at $.7031 per share for a total value of $4,359,220.

              On October 5, 2000, 1,500,000 shares in the name of Jeffery
              Jacobson were cancelled.

              On October 5, 2000, 1,000,000 shares were purchased by Thomson
              Kerneghan at $0.138 per share according to a subscription
              agreement dated October 5, 2000 for a total investment of
              $138,000.

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

              On October 27, 2000, 1,215,000 shares were issued to First Equity
              Capital as compensation for their services relating to the
              issuance of promissory notes with warrants.

              On October 27, 2000, 11,860,125 shares were issued to the
              promissory note holders who converted their notes to equity. These
              shares represented a total value of $1,712,500 which was
              previously received by the company.

              On October 27, 2000, 3,240,000 shares were issued to certain
              entities and persons for investor relation services.

              On October 27, 2000, 2,500,000 shares were purchased by Capacity
              Unlimited at $0.08 per share according to a subscription agreement
              dated October 24, 2000 for a total investment of $200,000;
              1,625,000 shares were purchased by Capacity Unlimited at $0.1847
              according to a subscription agreement dated October 18, 2000 for a
              total investment of $100,000.

              On October 27, 2000, 150,000 shares were issued to Lisa Ulshafer
              for services she provided as an internet and web site consultant.

              On October 27, 2000, 217,388 shares were issued to National Boston
              Medical, Inc. per the spin-off agreement dated April 25, 2000.

              On October 27, 2000, 1,050,000 shares were issued to Cove Hill
              Consulting for financial and management services.

                                       12
<PAGE>   13
              On October 27, 2000, 3,000,000 shares were purchased by Thomson
              Kernaghan at $0.16 per share according to a subscription agreement
              dated October 18, 2000 for a total value of $500,000. These
              proceeds were used to provide a loan to National Boston Medical,
              Inc. This loan will allow National Boston Medical, Inc. to submit
              a reorganization plan to the bankruptcy courts in hopes of coming
              out of their Chapter 11 Bankruptcy.

              On October 27, 2000, 4,000,000 shares were purchased by Thomson
              Kernaghan at $0.138 per share according to a subscription
              agreement dated October 24, 2000 for a total investment of
              $552,000.

              On October 27, 2000, 5,000,000 shares were purchased by Bay
              Partners Limited at $0.10 per share according to subscription
              agreement dated October 17, 2000 for a total investment of
              $500,000; 5,000,000 shares were purchased by Vista Partners at
              $0.10 per share according to a subscription agreement dated
              October 17, 2000 for a total investment of $500,000.

              On October 30, 2000, 5,000,000 shares were issued to Bay Partners
              Limited in exchange for cash flow management and financing
              resources.

              On October 30, 2000, 1,500,000 shares were issued to Dynamic Views
              for investor relation services.

              On November 3, 2000, 1,818,000 shares were issued to the
              promissory note holders who converted their notes to Infotopia
              common stock. These shares represented a total value of $263,000
              which was previously received by the company.

              On November 9, 2000, 7,690,000 shares were issued to Modern
              Media/Mark Levine for his consulting work on the production of the
              Hot Mommies, Total Tiger and Prosteo-Ostate infomercials and other
              projects as required.

              On November 9, 2000, 2,000,000 shares were issued to Johanna
              McCann for investor relation services.

              On November 9, 2000, 5,000,000 shares were issued to Lohan Media
              for the license rights to the Bun & Thigh Rocker. (This was only a
              partial payment for the license; they were to receive 10,000,000
              shares valued at $1,000,000, we issued them 5,000,000 shares and
              paid the remainder in cash; they are also to receive 7,000,000
              shares next quarter and a $1,000,000 cash payment for the
              remainder of the license)



     NOTE 13 - GOING CONCERN

              The accompanying financial statements have been prepared assuming
              the Company will continue as a going concern. As of November 30,
              2000, the Company has a working capital deficit of $1,090,919 and
              an accumulated deficit of $36,233,174. Based upon the Company's
              plan of operation, the Company estimates that existing resources,
              together with funds generated from operations and funds generated
              in subsequent transaction section of this document, will be

                                       13
<PAGE>   14
              sufficient to fund the Company's working capital. The Company is
              actively seeking additional equity and debt financing to fund
              inventory, media and future production expenses. If the Company is
              unable to obtain such financing, the Company will be forced to
              scale back operations, which would have an adverse effect on the
              Company's financial condition and results of operation.

     NOTE 14 - SUBSEQUENT EVENTS

              On January 1, 2001, the company entered into employment agreements
              with Lisa Ulshafer, Vice-President of Information Technology,
              Robert Tilton, Vice-President of Investor Relations and Alan
              Ricks, Vice-President of Operations.

              On January 4, 2001, 7,000,000 shares were issued to Lohan Media,
              LLC for the license rights to the Bun & Thigh Rocker.

              On January 4, 2001, 750,000 shares were issued to The Vision
              Publishing Corp. for investor relation services.

              On January 4, 2001, 180,000 shares were issued to Next Millennium
              Capital Holdings, LLC for capital development services.

              On January 4, 2001, 400,000 shares were issued to Edward S.
              Gelfand/Pro-Osteo, LLC per our agreement with Modern Interactive
              Technologies.

              On January 4, 2001, 800,000 shares were issued to The Infomercial
              Development Companies for the license rights to five infomercial
              products; (1) The Medicus Dual 2000 golf training program with
              Davis Love, III; (2) Cathi Graham's Fresh Start weight loss
              program; (3) Robert Allen's Multiple Streams of Cash business
              opportunity program; (4) The Facial Spa skin care program; and (5)
              The Rejuvicare skin care program.

              On January 4, 2001, 1,000,000 shares were issued to Bondy &
              Schloss for Legal Services.

              On January 4, 2001, 12,000,000 shares were issued to Altea
              Investments in exchange for a $600,000 loan. This stock is to be
              held in escrow as collateral against the short-term loan. The
              12,000,000 shares of Infotopia common stock will be returned to
              treasury upon full payment of the loan. If the loan is not paid in
              cash, the shares will be released to cover the debt; 2,400,000
              shares were issued to Altea Investments for financing fees.

              On January 4, 2001, 1,120,000 shares were purchased by Daniel
              Hoyng at $.0625 per share for a total investment of $70,000;
              1,120,000 shares were purchased by Marek Lozowicki at $.0625 per
              share for a total investment of $70,000; 1,120,000 shares were
              purchased by Ernest Zavarol at $0.625 per share for a total
              investment of $70,000 (as allowed by their employment agreements).

              On January 4, 2001, 300,000 shares were issued to The Frederiksen
              Group for past services provided for infomercial production.

                                       14
<PAGE>   15
              On January 8, 2001, the company entered into employment agreements
              with William Gross, Vice-President of Internet Marketing and Doug
              Blattner, Chief Information Officer.

                                       15
<PAGE>   16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the Company's
financial statements and notes thereto appearing elsewhere in this report.


OVERVIEW

         Infotopia, Inc. was originally incorporated in the name of Flex
Marketing, Inc. under the laws of the State of Ohio on September 11, 1997. The
Company was acquired by and became a wholly owned subsidiary of National Boston
Medical, Inc. in a share exchange agreement executed on November 21, 1998. On
April 25, 2000, Dr. Abravanel's Formulas, Inc., a Nevada corporation ("Dr.
Abravanel's"), acquired Infotopia in a share exchange in which 100% of the
outstanding stock of Infotopia was exchanged for common stock of Dr.Abravanel's.
As a result of the share exchange, Dr. Abravanel's changed its name to
Infotopia, Inc.

        Infotopia is in the Direct Marketing business encompassing commercials,
infomercials, print media, radio and the World Wide Web. In order for Infotopia
to increase revenues significantly, it may be necessary to seek additional
capital to accomplish our business plan. The Company is funded through cash
flows from operations and does not anticipate that it will need any additional
funding over the next twelve months for ongoing operations including existing
and future projects. We realize that the life-blood of Direct to Retail
Marketing is new products. Therefore our product research and
development/marketing department is considered to be of key importance to our
future. New product ideas come from a variety of sources, including inventors,
suppliers, trade shows, industry conferences, strategic alliances with
manufacturing and consumer product companies. Currently, we have 16 new products
in various stages of development, all suitable for "Direct to Retail" Marketing.

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

        We hired five (5) new employees. As the company expands its operations,
we may add additional employees. Our goal is to become a leader in Electronic
Retailing, specializing in Direct Response Television (DRTV). Electronic
Retailing is the use of any electronic media to present products to the consumer
and provide a means of purchasing. There are four characteristics of electronic
retailing:

                  (i) Electronic media includes television, radio and the
                  Internet.

                  (ii) The message contains all information that the consumer
                  needs to make a buying decision.

                                       16
<PAGE>   17
                  (iii)    There is a specific offer made to the consumer.

                  (iv)     There is an appeal to the consumer to make an
                  immediate buying decision.

        The success of the Backstroke was the result of trial and error and a
fast learning curve on the part of our management. Deciding that it is better to
learn from the mistakes of others, we undertook extensive research into the
electronic retailing industry. We analyzed the competition for its strengths and
weaknesses. "Why do some products succeed while others fail?" "Why do some
companies succeed while others fail?" We learned that the companies or products
that failed all shared some common traits:

                Lack of new products

                Inability to attract inventors

                Poorly designed products

                Insufficient cost containment

        We realized that the current Direct Marketing paradigms needed to be
challenged and reinvented with the emphasis placed on the inventor. The inventor
is supported by a streamlined organization that is capable of marshaling the
skills and resources best suited to a particular inventor and product. Our
streamlined organization provides this new paradigm. Through strategic industry
alliances, we are able to offer a broad range of talent and expertise that would
be extremely expensive to offer in house. Our management has chosen to outsource
specialty functions to companies with experience and expertise in various areas
of "Direct Response to Retail Marketing." Through outsourcing, we are able to
multiply the company's ability to recruit inventors, attract new products, and
successfully launch multiple products.


PRODUCT LINE

        Infotopia is a product development company that specializes in the
flexible marketing, advertising, and direct response sales of innovative
consumer products. We have developed or obtained the marketing rights to several
products in growth industries, including, healthcare, fitness, and recreation.
We are currently direct marketing the Backstroke Back Massager, which has been
highly successful among consumers and healthcare professionals throughout the
United States and abroad. Additional contracts and agreements have been made
with Designs by Dean and Torso Tiger, Inc. Based on the particular product and
profit potential, we will outsource portions of a product launch to other media
production companies. Product development efforts led to the successful Body
Rocker in the fourth quarter of 2000. We are also actively pursuing and
reviewing additional products that may lend themselves well to this form of
marketing.


        On August 18, 2000, we acquired exclusive rights to market the Torso
Tiger machine. The Torso Tiger infomercial was consistently rated in the top ten
infomercials during the months of August through November 2000 by Infomercial
Monitoring, Inc. based on the frequency of airings in the United States. In
November, 2000 the Company released the

                                       17
<PAGE>   18
Torso Tiger II is a scaled-down version of the best-selling Torso Tiger
available only through retail channels. On October 27, 2000 Infotopia, Inc.
acquired rights to market two new products and infomercials from Torso Tiger,
Inc. The key product to the deal is the new "Total Tiger (TM)"; the Total
Tiger(TM) is a complete total body workout that anyone can do quickly and easily
to achieve amazing results. The product is a completely new design and will
utilize some of the basic components that made the Torso Tiger (TM) so
successful. In addition to Total Tiger(TM), the Company acquired "the Hot
Mommies(TM) System". The "Hot Mommies(TM) System" is a program designed to give
mothers essential nutrients for better energy, stress-relief, better skin, hair
and nails, weight loss, hormonal balance, mental clarity and focus and an
increased sex drive. The infomercial has been completed and early results showed
that for every dollar spent on media, three dollars was brought back into the
Company.

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

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

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

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

        Infotopia, Inc. is also marketing the Cooking Saddle, which allows the
ability to effortlessly lift turkey or other meats from cooking pan to the
table. We are projecting revenues in these new products and additional projected
launches in the coming year to

                                       18
<PAGE>   19
help us achieve our goal of $38,000,000 in sales revenue for the end of fiscal
2001 (ending February 28, 2001). The Company is projecting net sales of
$220,233,158 for fiscal 2002.


PRODUCTS

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


TORSO TIGER

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


TORSO TIGER II

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


BODY ROCKER

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


COOKING SADDLE

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


BACKSTROKE BACK MASSAGER

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

                                       19
<PAGE>   20
BODY BY JAKE BUN & THIGH ROCKER

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


HOT MOMMIES SYSTEM

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


PRODUCTS TO BE RELEASED DURING 2001

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

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2000 AS COMPARED TO
THE NINE MONTHS ENDED NOVEMBER 30, 1999

REVENUES

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

     During the nine months ended November 30, 2000, the Company's net revenues
were $8,657,040, an increase of $8,657,040 as compared to the nine months ended
November 30, 1999. This was due to the fact that the Predecessor Company, Dr.
Abravanel's Formulas Inc., was a startup company that had yet to generate any
revenue. During the past nine-month period, however, the Company has become a
leading provider of retail products sold primarily through infomercials with
some available through direct retail. The products are geared to delivery
through electronic ordering and include television, radio and the Internet.
Given so large a buying audience and the "reach" available through these media,
the Company has been able to make major inroads in the development of sales
during a relatively short period.

OPERATING EXPENSES

     As mentioned earlier, the Predecessor Company was not fully operational and
therefore required relatively small expenditures to operate. Infotopia, on the
other hand, went through a major restructuring during this comparable period,
redefining its strategic plan to focus primarily on a highly targeted and
relatively upscale segment of the retail buying

                                       20
<PAGE>   21
market, the fitness enthusiasts. This shift in its business coupled with
Infotopia becoming a public company resulted in the Company incurring certain
expenses unique to public companies including professional and legal fees. In
addition, the Company entered into a variety of licensing agreements designed to
enable it to offer premium products in the areas in which the Company had chose
to compete. Thus, General and Administrative Expenses were $4,052,533 for the
nine months ended November 30, 2000 as compared to $5,882 for the nine months
ended November 30, 1999.

         Selling and Marketing Expenses were $9,340,922 for the nine months
ended November 30, 2000 as compared to $0.00 during the comparable period of
1999. Selling and Marketing Expenses are a key component of the Retail Marketing
industry and therefore, such expenses will generally comprise a large portion of
the Company's total operating expenses. Thus, during the nine months ended
November 30, 2000, Selling and Marketing Expenses were 29.7% of total operating
expenses of $31,452,968. It should also be noted and as discussed below, a major
portion of the Selling and Marketing Expenses reflected in the Company's
Statement of Operations were incurred during the six-month period ended November
30, 2000.

OTHER EXPENSES

     The Company reported depreciation and amortization expenses of $693,476 for
the nine month period ended November 30, 2000. These expenses were largely
attributable to the amortization of the production costs associated with the
Company's videotapes and films used for its infomercials.

NET INCOME (LOSS) BEFORE INCOME TAXES

     For the nine month period ended November 30, 2000, the Company had a loss
of ($25,421,785) as compared to a loss of ($3,232) during the comparable period
of 1999. The Company is a new provider of the products and services that it
offers through infomercials and direct product marketing. Therefore, many of the
expenses associated with its business during the nine-month period ended
November 30, 2000 are one-time charges related to startup organizations. Such
expenses include the amortization of capital licenses, production costs,
professional and legal fees, and management and product consulting fees. The
Company believes that as its experience in the business matures and it generates
more sales volume, it will generate higher revenues and be profitable. (talk
about stock)

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 COMPARED TO
THE THREE MONTHS ENDED NOVEMBER 30, 1999

REVENUES

         The Company reported revenues of $8,371,770 for the three month period
ended November 30, 2000 as compared to revenues of $0.00 during the comparable
period in 1999. As explained above, the predecessor company was a developmental
company that was not fully operational. Although Infotopia is still in a
developmental stage, its sales performance as of the filing of this financial
report is very brisk. In addition, for a number of products, there is a time lag
between ordering and the booking of revenues. This is due to the fact that
revenues are not booked until the product is actually shipped. In some
instances, products may be on back order and therefore, the booking of the
revenue may not occur for a significant period of time although the
corresponding expense has occurred. The sales this quarter were a reflection of
the August acquisition of the Torso Tiger.

                                       21
<PAGE>   22
OPERATING EXPENSES

     The Company incurred General and Administrative operating expenses of
$1,325,443 for the three months ended November 30, 2000. These expenses
consisted primarily of legal and professional services fees related to the
Company becoming a reporting company under the Securities and Exchange Act of
1934 (the "Exchange Act") as well as for certain management consulting services
rendered to the Company in connection with the restructuring of its overall
business strategy.

     The Company reported Selling and Marketing expenses of $5,587,755 for the
three months ended November 30, 2000. Most of this category of expense is a
reflection of the company's increased media purchases. Media is bought in
advance and actual sales from the purchase of media often follow in future
periods. The media increase reflected the Torso Tiger, Backstroke and Hot
Mommies marketing campaigns during this period.

     Depreciation costs for the three-month period ended November 30, 2000 were
$456,044 primarily the result of the amortization of the production costs
associated with the Company's development of its infomercials, the key component
of the Company's business.

NET INCOME (LOSS) BEFORE INCOME TAXES

     The Company reported a net loss of ($16,053,156) for the three-month period
ended November 30, 2000. The loss consisted primarily of a decision to not
capitalize consulting and professional services because they are not ongoing and
will not reflect in future quarters. The company chose to expense a large amount
of the costs associated with the development of many of the new products which
will launch in the coming months. These launches will provide significant
revenue and profit growth. The decision to take many of these expenses now will
increase earnings per share in future periods.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had cash and cash equivalents at the end of the nine months
ended November 30, 2000 in the amount of $497,942 as compared with $5,263 for
the comparable period in 1999. As of November 30, 2000, the Company had a
working capital deficit of $1,090,919 and an accumulated deficit of $36,233,174.

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

     The Company believes that its business is subject to seasonal trends. Sales
of the Company's product offerings tend to be very strong during the first five
months of the year and very sluggish during the summer months. The Financial
Statements for the nine months ended November 30, 2000 reflect this seasonality.

                                       22
<PAGE>   23
     The Company does not believe that inflation had a significant impact on the
Company's results of operations for the period presented. On an ongoing basis,
the Company attempts to minimize any effects of inflation on its operating
results by controlling operating costs, and, whenever possible, seeking to
insure that product price rates reflect increases in costs due to inflation.

     CAUTIONARY STATEMENT 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 not
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
Company's present expectations or beliefs concerning future events. The Company
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 Company 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 Company's future profitability; the uncertainty as to the
demand for Distance Learning; increasing competition in the Distance Learning
market; the ability to hire, train and retain sufficient qualified personnel;
the ability to obtain financing on acceptable terms to finance the Company's
growth strategy; and the ability to develop and implement operational and
financial systems to manage the Company's growth.



NEW ACCOUNTING PRONOUNCEMENTS

         No new pronouncement issued by the Financial Accounting Standards
Board, the American Institute of Certified Public Accountants or the Securities
and Exchange Commission is expected to have a material impact on the Company's
financial position or reported

                                       23
<PAGE>   24
PART II OTHER INFORMATION

     Item 1     Legal Proceedings

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

        On December 11, 2000, a suit was filed against Infotopia and two of its
officers in the State Court of Fulton County, Georgia by Jeff Freedman
("Freedman"), who apparently had not been fully paid royalties under an
agreement Freedman had entered into with National Boston Medical, Inc., the
former parent of Infotopia. The claim seeks to recover damages in contract and
tort. Infotopia management is committed to providing a vigorous defense to the
claims of the Plaintiff. Infotopia asserts that Freedman's claim is properly
asserted

                                       24
<PAGE>   25
against National Boston Medical, Inc. ("NBMI") and that claim will be handled as
part of the bankruptcy proceeding. Moreover, Freedman and NBMI have entered into
an agreement settling this claim. A Motion to Dismiss will be filed at the
earliest appropriate time.


     Item 2     Changes in Securities

                See Financial Statements

     Item 3     Defaults on Debt or Equity Instruments.

                None

     Item 4     Submission of Matters to a Vote of Shareholders

     Majority consent to an increase in the Company's authorized capitalization
in the nine month period ended November 30, 2000.

     Item 5     Other Information

                None

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

EXHIBITS

EXHIBIT

<TABLE>
<CAPTION>
NUMBER            DESCRIPTION
<S>               <C>
3.1(6)            Articles of Incorporation, as amended.

3.2(1)            Bylaws.

4.1(2)            Specimen Stock Certificate.

4.2(6)            Secured Convertible Debenture.

4.3(6)            Securities Purchase Agreement.

4.4(6)            Stock Purchase Warrant.

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

10.2(3)           License Agreement.
</TABLE>

                                       25
<PAGE>   26
<TABLE>
<S>               <C>
10.3(3)           Mutual Release and Settlement Agreement with Greenwood & Hall.

10.4(3)           Settlement Agreement and Full Release with David M. Vitko, D.V. Back
                  Products, Inc. General Partner, Backstroke, LTD.

10.5(3)           Addendum Manufacturing, Marketing and Distribution Agreement with Dean Tornabene.

10.6(6)           Settlement Agreement and Full Release with Cactus Jack.

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

10.8(5)           Lease.

10.9(6)           License Agreement by and between Lohan Media, LLC and Infotopia, Inc.

10.10(6)          Vision Publishing Inc./Technical Analysis Agreement.

10.11(6)          INFOMERCIAL Marketing and Distribution Agreement.

10.12(6)          Executive Employment Agreement by and between Infotopia and Daniel Hoyng.

10.13(6)          Executive Employment Agreement by and between Infotopia and Ernest Zavoral.

10.14(6)          Executive Employment Agreement by and between Infotopia and Marek Lozowicki

10.15(6)          Executive Employment Agreement by and between Infotopia and Lisa Ulshafer.

10.16(6)          Executive Employment Agreement by and between Infotopia and Robert Tilton.

10.17(6)          Executive Employment Agreement by and between Infotopia and Alan E. Ricks.

10.18(6)          Executive Employment Agreement by and between Infotopia and William F. Gross.

10.19             Executive Employment Agreement by and between Infotopia and Douglas Blattner.




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

                                       26
<PAGE>   27
<TABLE>
<S>               <C>
(2)               Incorporated by reference to Infotopia's Registration Statement on Form S-8
                  (No. 333-49642) filed on November 9, 2000.

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

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

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

(6)               Filed with Infotopia's Registration Statement on Form SB-2 (No. 333-53542) on
                  January 11, 2001.
</TABLE>




Reports on Form 8-K:

On October 5, 2000, the Company filed a Form 8-K/A with pro forma financial
statements regarding its share exchange with Dr. Abravanel's Formulas, Inc.
which was filed earlier in 2000. That Form is hereby incorporated by reference.


                                       27
<PAGE>   28
         In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the Company in the capacities set forth
and on the dates indicated.


<TABLE>
<CAPTION>
        Signature            Position                                       Date

<S>                          <C>                                       <C>
   By: Daniel Hoyng          Chairman, Chief Executive                 January 23, 2001
       ---------------       Officer and Director
       Daniel Hoyng


   By: Marek Lozowicki       Acting Chief Financial, Officer           January 23, 2001
       -----------------     Executive Vice, President
       Marek Lozowicki
</TABLE>


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