<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 SEPTEMBER 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)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (330) 702-3700

         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 NOVEMBER 19, 2001, 19,289,623 SHARES OF COMMON STOCK
                                  OUTSTANDING.









<PAGE>
Part 1. Financial Information
Item 1. Financial Statements

                        INFOTOPIA, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>

                                                                   At                    At
                                                           September 30, 2001    December 31, 2000
                                                           ------------------    -----------------
                                                              (Unaudited)

<S>                                                           <C>                   <C>
CURRENT ASSETS
  Cash and cash equivalents..............................     $   923,423           $  787,150
  Accounts receivable -- net of $874,782 and $218,254....       5,063,646              934,392
  Inventory..............................................       1,568,941              418,689
  Loans receivable.......................................         802,500                   --
  Loans receivable -- related parties....................          56,002                   --
  Subscriptions receivable...............................         100,000                   --
  Settlement receivable..................................          75,000                   --
  Prepaid expenses and other current assets..............       1,516,940              268,051
  Prepaid compensation -- current portion................         200,417                   --
  Employee advances......................................         186,069               65,485
  Deposit on investments.................................         350,000
  Investments in marketable securities, at fair value....          30,000              174,000
                                                              -----------           ----------
      Total current assets...............................      10,872,938            2,647,767

PROPERTY AND EQUIPMENT, less accumulated depreciation
  of $68,688 and $255,383................................         650,041              239,773

CAPITALIZED PRODUCTION COSTS, less accumulated
  amortization of $70,827 and $-0-.......................       1,477,275              690,475

OTHER ASSETS
  Licenses and other intangibles, less accumulated
    amortization of $1,170,342 and $318,970..............       5,611,235            2,415,307
  Deposit on acquisition.................................       1,000,000                   --
  Fulfillment/Card processing cash reserves..............       1,209,713              212,143
  Prepaid compensation net of current portion............         255,004                   --
                                                              -----------           ----------
      TOTAL ASSETS.......................................     $21,076,206           $6,205,465
                                                              ===========           ==========
</Table>

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


<PAGE>

                        INFOTOPIA, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                                    At                    At
                                                                            September 30, 2001     December 31, 2000
                                                                            ------------------     -----------------
                                                                               (Unaudited)
<S>                                                                            <C>                    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses..................................      $  3,534,666           $  1,798,620
  Due to employees.......................................................                --                108,723
  Convertible debenture..................................................                --                 50,000
  Loans payable -- related parties.......................................           272,835                     --
  Promissory notes payable...............................................           850,000                     --
  Media & A/R loans payable..............................................         5,217,727                     --
  Deferred revenue.......................................................           681,996                 38,162
                                                                               ------------           ------------
      Total current liabilities..........................................        10,557,224              1,995,505

LONG-TERM LIABILITIES
  Convertible debenture..................................................           696,987                600,000
                                                                               ------------           ------------
    TOTAL LIABILITIES....................................................        11,254,211              2,595,505
                                                                               ------------           ------------
STOCKHOLDERS'  EQUITY
  Common stock: $.001 par value, 500,000,000 shares authorized;
    shares issued and outstanding: 14,309,070
    (post 1:200 reverse split) at 9/30/01 and 172,236,005 at 12/31/00....            14,309                172,236

  Additional paid-in-capital.............................................        64,506,083             41,440,254
  Accumulated deficit....................................................       (51,797,516)           (38,026,530)
  Deferred compensation..................................................          (630,000)                    --
  Unrealized gain/(loss) on marketable securities........................          (120,000)                24,000
                                                                               ------------           ------------
                                                                                 11,972,876              3,609,960

  Less Treasury stock at cost............................................        (2,150,881)                    --

  Total stockholders' equity.............................................         9,821,995              3,609,960
                                                                               ------------           ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.............................      $ 21,076,206           $  6,205,465
                                                                               ============           ============
</Table>

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






<PAGE>

                        INFOTOPIA, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   UNAUDITED

<TABLE>
<CAPTION>
                                         FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                               SEPTEMBER 30,                   SEPTEMBER 30,
                                        ----------------------------    ----------------------------
                                            2001            2000            2001            2000
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
REVENUE
  Sales...............................  $ 27,148,761    $  2,589,680    $ 87,495,970    $  4,242,044
  Less: Sales Returns and Allowances..     3,467,985         247,095       7,078,662         401,735
                                        ------------    ------------    ------------    ------------
    Net Sales.........................    23,680,776       2,342,585      80,417,308       3,840,309
COST OF SALES.........................     6,572,045         970,415      22,641,171       1,368,638
                                        ------------    ------------    ------------    ------------
GROSS PROFIT..........................    17,108,731       1,372,170      57,776,137       2,471,671
                                        ------------    ------------    ------------    ------------

OPERATING EXPENSES
  General and administrative..........     3,506,293      13,170,447       6,079,295      18,538,614
  Selling and marketing...............    20,636,173       3,084,097      56,747,052       4,190,636
  Depreciation and amortization.......       440,913          38,385       1,020,909         328,829
  Loss on share issuance..............     1,510,000              --       1,510,000              --
  Impairment loss.....................     1,569,525         168,580       1,569,525         743,618
                                        ------------    ------------    ------------    ------------
    Total operating expenses..........    27,662,904      16,461,509      66,926,781      23,801,697
                                        ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS..................   (10,554,173)    (15,089,339)     (9,150,644)    (21,330,026)

OTHER EXPENSES/(INCOME)
  Interest expense....................     1,331,900         628,649       3,009,728         804,773
  Discount expense....................       697,701         333,993       1,564,592         333,993
  Loss on disposal of assets..........        55,409              --          55,409              --
  Other income........................        (9,387)        (10,255)         (9,387)        (18,137)
                                        ------------    ------------    ------------    ------------
    Total other expenses..............     2,075,623         952,387       4,620,342       1,120,629

LOSS BEFORE INCOME TAXES..............   (12,629,796)    (16,041,726)    (13,770,986)    (22,450,655)
INCOME TAXES..........................            --              --              --              --
                                        ------------    ------------    ------------    ------------
NET LOSS..............................  $(12,629,796)   $(16,041,726)   $(13,770,986)   $(22,450,655)
                                        ============    ============    ============    ============

Loss per share:
  Basic...............................  $      (1.07)   $     (65,04)   $      (2.62)   $    (202.87)
  Diluted.............................  $      (1.07)   $     (65.04)   $      (2.62)   $    (202.87)

Weighted Average Shares Outstanding
  Basic...............................    11,769,695         246,627       5,246,192         110,662
  Diluted.............................    11,769,695         246,627       5,246,192         110,662
</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 NINE MONTHS ENDED
                                   UNAUDITED
<Table>
<Caption>
                                                                   At                    At
                                                           September 30, 2001    September 30, 2000
                                                           ------------------    ------------------
<S>                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss................................................      $(13,770,986)         $(22,450,654)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities
      Bad debt..........................................           856,528               305,999
      Non-cash interest.................................         1,564,592                    --
      Depreciation and amortization.....................         1,020,909               328,829
      Impairment loss...................................         1,569,525               743,618
      Loss on disposal of assets........................            55,409                    --
      Issuance of stock for compensation................           390,000                 4,318
      Issuance of stock for consulting & legal services.           997,008            13,205,149
      Issuance of stock as part of spinoff & reverse
        acquisition.....................................                --                34,703
      Loss on issuance of stock.........................         1,510,000                    --
      Unrealized loss on marketable securities..........          (144,000)                   --
Changes in assets and liabilities
      Accounts receivable -- trade......................        (4,785,782)           (1,942,083)
      Subscriptions receivable..........................          (100,000)             (383,700)
      Inventory.........................................        (1,154,106)             (519,836)
      Loans receivable..................................          (802,500)                   --
      Prepaid compensation & loans receivable -- related
      party.............................................          (511,423)             (301,553)
      Loans to officers.................................        (9,951,160)                   --
      Settlement receivable.............................           (75,000)                   --
      Prepaid expenses..................................        (2,693,889)            1,349,497
      Deposits on investments...........................          (350,000)                   --
      Investments.......................................                --              (444,444)
      Changes in other assets and liabilities...........          (227,717)              318,901
      Accounts payable and accrued expenses.............         1,736,045             2,390,006
      Due to affiliates.................................                --              (746,355)
      Deferred Revenue..................................           643,834             1,408,940
      Fulfillment/Card processing cash reserves.........          (997,570)              (52,169)
                                                              ------------          ------------
Net cash used in operating activities...................       (25,220,283)           (6,750,724)
                                                              ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment....................          (268,013)             (140,003)
  Capitalized production costs..........................          (978,298)                   --
  Deposit on acquisition................................        (1,000,000)                   --
  Licenses and other intangibles........................        (3,250,000)                   --
                                                              ------------          ------------
Net Cash used in investing activities...................        (5,496,311)             (140,003)
                                                              ------------          ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of debt........................         8,238,788             7,021,902
  Payments on debt by affiliates........................                --               (72,528)
  Payments on debt......................................                --            (1,052,061)
  Sale of common stock..................................        22,614,079             2,096,906
                                                              ------------          ------------
Net cash provided by financing activities...............        30,852,867             7,994,219
                                                              ------------          ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS...............           136,273             1,103,492

CASH AND CASH EQUIVALENTS -- BEGINNING OF PERIOD........           787,150               119,054
                                                              ------------          ------------
CASH AND CASH EQUIVALENTS -- END OF PERIOD..............      $    923,423          $  1,222,548
                                                              ============          ============
SUPPLEMENTAL INFORMATION:
      Interest paid.....................................      $   2,944,37          $         --
                                                              ============          ============
      Income taxes paid.................................      $         --          $         --
                                                              ============          ============
</Table>
The accompanying notes are an integral part of these consolidated financial
statements.

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES

During the nine months ended September 30, 2001 the Company:

      -- Issued 652,740 shares of the Company's common stock at a value of
         $1,854,975 as compensation for services rendered by various
         consultants, attorneys and others. As of September 30, 2001, $997,008
         has been recognized as expense;

      -- 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. As of September 30, 2001, $390,000 has been recognized as
         expense;

      -- Issued 42,500 shares of the Company's common stock at a value of
         $797,301 for license rights.

      -- 3,579,554 shares of the companies common stock were returned to
         treasury by certain employees for the purpose of paying off loans in
         the amount of $9,951,160

During the nine months ended September 30, 2000 the Company:

      -- Issued 367,988 shares of the Company's common stock at a value of
         $4,318 as compensation to officers of the company;

      -- Issued 40,729,285 shares of the Company's common stock at a value of
         $13,205,149 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

<PAGE>
                                Infotopia, Inc.
                         Notes to Financial Statements
               For the Nine Month Period Ended September 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 72% 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 subsidiaries
          Infotopia, Inc. (an Ohio corporation) and East Side Venture
          Partners LLC (a limited liability Company organized under the State of
          New York).

          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 nine month period ended
          September 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 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 amounts could differ from those
          estimates.

     d)   Revenue Recognition

          For the nine months ended September 30, 2001, the Company's revenues
          were primarily 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
          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 September 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
     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. In addition, the Company
     maintains an allowance for customer returns, based on an experience factor.
     The Company considers these allowances adequate at September 30, 2001 and
     2000 respectively.


h)   Inventory

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

i)   Property and Equipment

     Property and equipment is 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 service 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 sheets 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 statements 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
<PAGE>
     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.

l)   Intangibles

     Intangibles consist of goodwill and license costs. Goodwill represents
     costs in excess of net assets acquired in connection with businesses
     acquired. Goodwill is being amortized to operations 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 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.

m)   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.

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)   Recent Accounting Pronouncement

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
     "Business Combinations" and SFAS No. 142, "Accounting for Goodwill and
     Other Intangible Assets." SFAS 141 requires the use of the purchase method
     of accounting and prohibits the use of the pooling of interests method of
     accounting for business combinations, initiated after June 30, 2001. SFAS
     141 also requires that the Company recognize acquired intangible assets
     apart from goodwill if the acquired intangible assets meet certain
     criteria. SFAS 141 applies to all business combinations initiated after
     June 30, 2001, and for purchase business combinations completed on or after
     July 1, 2001. Upon adoption of SFAS 142, which is effective for the fiscal
     year beginning January 1, 2002, the Company is required to reclassify, if
     necessary, the carrying amounts of intangible assets and goodwill, based on
     the criteria in SFAS 141. SFAS 142 requires, among other things, that
     companies no longer amortize goodwill, but instead test goodwill for
     impairment, at least annually. In addition, SFAS 142 requires that the
     Company identify reporting units for the purpose of assessing potential
     future impairments of goodwill, reassess the useful lives of other existing
     recognized intangible assets, and cease amortization of intangible assets
     with an indefinite useful life.
<PAGE>


    The amortization of goodwill reduced our net income by $44,011 for the nine
    months ended September 30, 2001. We have not quantified the impact of
    adopting other provisions of these standards.

NOTE 2 -- ACCOUNTS RECEIVABLE

    The Company's Accounts receivable consists of the following:


<Table>
<Caption>
                                                         Sep 30, 2001      Dec 31, 2000
                                                         ------------      ------------
<S>                                                       <C>               <C>
  Consumer receivables..............................      $5,009,848        $1,152,646
  Wholesale receivables.............................         668,897                --
  Royalty receivables...............................         168,733                --
  Other.............................................          90,950                --
                                                          ----------        ----------
                                                          $5,938,428        $1,152,646
  Less: allowance for doubtful accounts.............         874,782           218,254
                                                          ----------        ----------
    Total accounts receivable.......................      $5,063,646        $  934,392
                                                          ==========        ==========
</Table>

NOTE 3 -- INVENTORY

    Inventory is summarized by Product as follows:

<Table>
<Caption>
                                                         Sep 30, 2001      Dec 31, 2000
                                                         ------------      ------------
<S>                                                       <C>               <C>
  Bun & Thigh.......................................      $  819,581        $   61,952
  Total Tiger.......................................         334,595                --
  Provida...........................................         305,001                --
  Torso Tiger.......................................          95,615           239,063
  Cooking Saddle....................................          14,149            29,090
  Backstroke........................................              --            18,234
  Prostanorm........................................              --            28,750
  Hot Mommies.......................................              --            41,600
                                                          ----------        ----------
    Total inventory.................................      $1,568,941        $  418,689
                                                          ==========        ==========
</Table>

NOTE 3 -- PREPAID EXPENSES

    Prepaid expenses are summarized as follows:

<Table>
<Caption>
                                                         Sep 30, 2001      Dec 31, 2000
                                                         ------------      ------------
<S>                                                       <C>               <C>
  Legal and professional services...................      $  486,211        $   15,794
  Media.............................................         447,534                --
  Inventory.........................................         368,957           163,208
  Insurance.........................................         122,631                --
  Deposits..........................................          44,108                --
  Advertising.......................................          24,999                --
  Rent..............................................          22,500                --
  Royalties.........................................              --            74,844
  Taxes.............................................              --             5,000
  Other.............................................              --             9,205
                                                          ----------        ----------
    Total prepaid expenses                                $1,516,940        $  268,051
                                                          ==========        ==========
</Table>
<PAGE>
\
NOTE 5 -- DEPOSIT ON INVESTMENTS

     In September of 2001, the Company's wholly owned subsidiary East Side
     Venture Partners, LLC disbursed funds totaling $350,000 for the purchase of
     3.8 million common shares of DLD Group, Inc. and Millennium Direct Inc.,
     respectively. As of September 30, 2001, the certificates for these shares
     where not yet received by the Company's subsidiary. The Company's
     subsidiary was funded via two intercompany loans totaling $250,000 and one
     promissory note of $100,000 from a private investor.

NOTE 6 -- INVESTMENTS IN MARKETABLE SECURITIES

     The investments at September 30, 2001 available for sales are as follows:

<TABLE>

<CAPTION>
                                                   Net Unrealized
                                      Cost           Gain/(Loss)       Market Value
                                    --------       --------------      ------------
     <S>                            <C>              <C>                 <C>
     Millennium Direct, Inc.
     Common Stock.................  $150,000         ($120,000)           $30,000

                                    ========         ==========          ========
</TABLE>
     The investments at December 31, 2000 are available for sale as follows:

<TABLE>

<CAPTION>
                                                           Cost            Value
                                                         --------        ---------
     <S>                                                 <C>             <C>
     Millennium 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 7 -- PROPERTY AND EQUIPMENT

     Property and equipment is summarized as follows:

<TABLE>

<CAPTION>
                                                  Sep 30, 2001        Dec 31, 2000
                                                  ------------        ------------
     <S>                                           <C>                  <C>
     Computer equipment and software.............   $191,699            $163,696
     Office furniture and equipment..............    178,996              35,519
     Leasehold improvements......................    149,044                  --
     Production molds............................    143,100             295,941
     Vehicles....................................     31,733                  --
     Telephone system............................     24,157                  --
                                                    --------            --------
                                                    $718,729            $495,156
     Less: accumulated depreciation..............     68,688             255,383
                                                    --------            --------
        Total property and equipment.............   $650,041            $239,773
                                                    ========            ========
</TABLE>

     Depreciation expense for the quarter ended and the first nine months ended
     September 30, 2001 was $39,945 and $85,440, respectively. In addition, in
     the current period the Company disposed of equipment and production molds
     that had a carrying value of $285,405 and resulted in a loss of $55,409.
     Depreciation expenses for the quarter ended and the first nine months ended
     September 30, 2000 was $68,746 and $220,690 respectively.

NOTE 8 -- CAPITALIZED PRODUCTION COSTS

     Capitalized production costs are summarized as follows:

<TABLE>
<CAPTION>
                                                  Sep 30, 2001        Dec 31, 2000
                                                  ------------        ------------
     <S>                                           <C>                  <C>
     Total Tiger.................................   $439,952            $350,000
</TABLE>

<PAGE>

<Table>
<Caption>

<S>                                                       <C>               <C>
  Calvantage........................................         243,241           125,000
  Prostanorm........................................         243,242           125,000
  Kitchenware set...................................         200,000                --
  Fitness equipment set.............................         200,000                --
  Perfecta..........................................         160,000                --
  Spud Wizz.........................................          41,667                --
  Cooking Saddle....................................          20,000                --
  Facial Spa........................................              --            29,475
  Robert Allen......................................              --            20,000
  Cathi Graham......................................              --            20,000
  Rejuvicare........................................              --            11,000
  Medicus Duai 2000.................................              --            10,000
                                                          ----------        ----------
                                                          $1,548,102        $  690,475
  Less: accumulated amortization....................          70,827                --
                                                          ----------        ----------
    Total capitalized production costs..............      $1,477,275        $  690,475
                                                          ==========        ==========
</Table>


     As of September 30, 2001, the Company had capitalized $200,000 each for
both a Kitchenware set and a Fitness Equipment set that were constructed at the
residence of Daniel Hoyng, Chairman and Chief Executive Officer of the Company.
These expenditures were approved by the Company's Board of Directors and under
an agreement approved by them, the Company may use the facilities to film up to
10 infomercials a year for a 5 year period. Furthermore, under this agreement,
if in the event Mr. Hoyng sells his residence, he will be required to repay to
the Company the $400,000 in improvements, less $20,000 for every completed video
shoot performed by the Company at his residence.

     During the quarter ended September 30, 2001 the Company recorded $124,525
to impairment loss for capitalized production costs on products the Company
no longer deems to be viable.

     Amortization expense for capitalized production costs was $44,644 and
$70,827 for the quarter and nine months ended September 30, 2001. No
amortization was recorded on capitalized production costs as of September 30,
2000.

NOTE 9 -- INTANGIBLES

    Intangibles are summarized as follows:


<Table>
<Caption>
                                                         Sep 30, 2001      Dec 31, 2000
                                                         ------------      ------------
<S>                                                       <C>               <C>
  Bun & Thigh License...............................      $2,770,000        $1,770,000
  Provida License...................................       1,750,000                --
  Goodwill..........................................         880,277           880,277
  J. Group -- skin care line........................         797,300                --
  Safeshield........................................         500,000                --
  Prostanorm........................................          42,000            42,000
  Calvantage........................................          42,000            42,000
                                                          ----------        ----------
                                                          $6,781,577        $2,734,277
 Less: accumulated amortization.....................       1,170,342           318,970
                                                          ----------        ----------
    Total intangibles...............................      $5,611,235        $2,415,307
                                                          ==========        ==========
</Table>

    Amortization expense for the quarter ended and the nine months ended
    September 30, 2001 was $341,654 and $807,361, respectively. Amortization
    expense for the quarter ended and the nine months ended September 30,
    2000 was $(30,362) and $108,139, respectively.

NOTE 10 -- DEPOSIT ON ACQUISITION

    As outlined in a letter of intent filed under Form 8-K on July 19, 2001, the
    Company paid $1.0 million for the exclusive option to acquire 100% of the
    stock of Infomercial Management Corporation and Modern Interactive
    Technology. The letter of intent describes certain dates and events to
    effect the completion of this transaction. However, as of the date of this
    filing, the dates of the events to complete the transaction have expired and
    the $1.0 million acquisition option payment will likely be expensed in the
    fourth quarter.

NOTE 11 -- FULFILLMENT/CARD PROCESSING CASH RESERVE



<PAGE>
     The fulfillment centers utilized by the Company require that we maintain
certain cash reserves for credit card processing and shipping. These reserve
levels are adjusted regularly and based on sales volume and estimated return
rates established by the fulfillment center. When a product campaign is
completed, these funds are returned to the Company. As of September 30, 2001 the
cash reserves held by the fulfillment centers was $1,209,713 compared to
$198,143 at December 31, 2000.

NOTE 12 -- ACCOUNTS PAYABLE

    Accounts payable and accrued expenses consist of the following:

<Table>
<Caption>
                                                         Sep 30, 2001      Dec 31, 2000
                                                         ------------      ------------
  <S>                                                     <C>               <C>
  Accrued liabilities -- product related............      $1,571,040        $       --
  Sales taxes payable...............................         828,600                --
  Accrued liabilities -- regular trade..............         587,904           545,418
  Accounts payable -- regular trade.................         520,707         1,253,202
  Accounts payable -- product related...............          26,415                --
                                                          ----------        ----------
    Total accounts payable and accrued liabilities..      $3,534,666        $1,798,620
                                                          ==========        ==========
</Table>

NOTE 13 -- PROMISSORY NOTES PAYABLE

As of September 30, 2001 the Company owed $850,000 on two promissory notes
payable. The following is a summary of the general terms and conditions of
these promissory notes.

    On September 7, 2001, the Company entered into a $2.5 million promissory
    note with Thomson Kernaghan & Co. Limited (a related party). As of September
    30, 2001, the Company had received funds under the promissory note totaling
    $750,000. The promissory note bears interest at a rate of 14% per year and
    is to be paid in full on December 31, 2001. The note is secured by a
    security agreement that provides a second charge on all property and
    equipment of the Company and all accounts receivable and inventory.

    On March 21, 2001, the Company's wholly owned subsidiary East Side Venture
    Partners LLC, executed a $100,000 promissory note with BG Holdings, LLC. The
    funds from this note were received in September, 2001. The note begins to
    bear interest at a rate of 10% per year 360 days from the date of the note.
    The note is payable upon the subsidiary's receipt of $100,000 from an equity
    or debt financing.

NOTE 14 -- MEDIA AND A/R FUNDING LOANS

    Media and A/R funding loans are summarized by Product as follows:

<Table>
<Caption>
                                                         Sep 30, 2001      Dec 31, 2000
                                                         ------------      ------------
  <S>                                                     <C>               <C>
  Bun & Thigh
    Infomercial Management Corporation..............      $2,681,123        $       --
    Private investors...............................         720,000                --
  Provida
    Infomercial Management Corporation..............       1,216,604                --
  Total Tiger
    Infomercial Management Corporation..............         600,000                --
                                                          ----------        ----------
    Total media and A/R funding loans...............     $5,217,727        $       --
                                                          ==========        ==========
</Table>

    The purpose of these loans is to fund the purchase of media and inventory
    and are secured by accounts receivable and inventory. The interest rate paid
    on these loans ranges from 2% a week to 4% a month. As of September 30,
    2001, the Company recorded interest expense of $2,796,654 for media and A/R
    funding loans.

NOTE 15 -- DEFERRED REVENUE

    Deferred revenue is recorded by the Company for orders that have been
    received but have yet to be fulfilled. Deferred revenue is summarized by
    product as follows:

<Table>
<Caption>
                                                         Sep 30, 2001      Dec 31, 2000
                                                         ------------      ------------
  <S>                                                     <C>               <C>
  Bun & Thigh.......................................      $  234,504        $       --
  Provida...........................................         227,887                --
  Total Tiger.......................................         219,605                --
  Torso Tiger.......................................              --            38,162
                                                          ----------        ----------
    Total media and A/R funding loans...............      $  681,996        $   38,162
                                                          ==========        ==========
</Table>
<PAGE>

NOTE 16 -- CONVERTIBLE DEBENTURE

On August 3, 2001, the Company entered into a Securities Purchase Agreement with
Sea Spray Holdings, Ltd. to issued a $1.0 million convertible debenture and a
detachable stock purchase warrant to purchase 500,000 shares of the Company's
common stock. The convertible debenture has a two-year term bearing interest at
a rate of 12% per year. The stock purchase warrant allows Sea Spray Holdings,
Ltd. to purchase the Company's stock at a price equal to the closing bid price
as of the closing date if exercised within 45 days of the closing date. If Sea
Spray Holdings, Ltd. exercises the stock purchase warrant after 45 days of the
closing date, the purchase price of the shares is the lesser of 60% of the
closing bid price as of the closing date or 60% of the closing bid price on the
date of exercise. As of September 30, 2001, the debenture had not been converted
nor had the warrants been exercised. In addition, the Company recognized
$675,000 of discount expense associated with the beneficial conversion features
of the debenture and had amortized $22,701 to discount Expense related to the
warrants. The remaining discount to be recognized on the warrants was $263,013.

NOTE 17 -- 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 September 30, 2001, the
     remaining deferred compensation balance was $630,000.

NOTE 18 -- IMPAIRMENT LOSS

     For the quarter ended September 30, 2001, the Company recognized an
     impairment loss of $1,569,525. This amount was composed of a $1,270,000
     impairment of prepaid advertising time that was purchased from a company
     that has filed for bankruptcy protection and the impairment of $175,000
     in costs associated with the aborted Entreport merger. In addition, the
     Company impaired $124,525 of previously capitalized production costs on
     products no longer deemed to be viable. Management of the Company intends
     to vigorously pursue a return of the funds associated with the impairment
     of prepaid advertising. However, the probability that these funds will be
     returned is not determinable.

NOTE 19 - LOSS ON SHARE ISSUANCE
     In the third quarter of 2001, the company reconized a loss of $1,510,000
     on the issuance of shares of the Company's common stock. This loss was
     attributed to an erroneous distribution of shares. Management of the
     company intends to vigourously persue a return of the Shares or receive
     appriopriate value for the shares. However, the probablity that these
     shares will bereturned or value received is not determinable.

NOTE 20 -- 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
<PAGE>


amount of this note was repaid in cash on April 19, 2001.

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 and the
interest of $8,438 was repaid on August 21, 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.

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 282,402 shares of the Company's common stock on September 4,
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 and the interest of $34,626 was repaid on August 21, 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 $525,554 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











<PAGE>


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 1, 2001 the Board of Directors authorized $400,000 to be paid to Daniel
Hoyng for the purpose of making improvements to the kitchen and fitness
facilities at 3988 Fairway Drive, Canfield, Ohio, for use in the production of
the Company's infomercials for a period of five years. The Company may film
infomercials up to ten times per calendar year at 3988 Fairway Drive. In the
event that Daniel Hoyng sells the residence at 3988 Fairway Drive, he will be
required to repay to the Company the $400,000 in improvements, less $20,000 for
every completed video shoot performed by the Company at 3988 Fairway Drive.

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 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 September 4, 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.

From July through October 2001, Daniel Hoyng was advanced monies totaling
$155,639.

On July 20, 2001, the Company issued Thomson Kernaghan 400,000 shares of
Infotopia, Inc. common stock valued at $860,000. These shares were issued in
error. See Note 19.

In September 2001, the Company entered into a relocation loan agreement with
Daniel Hoyng for $225,000.

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.

On September 4, 2001, the Company issued Thomson Kernaghan 1,300,000 shares of
Infotopia, Inc. common stock valued at $650,000.

In October 2001, the Company entered into a relocation loan agreement with
Marek Lozowicki for $225,000.

From September 14, 2001 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 4,866,124.


<PAGE>


          The total value received by the Company pursuant to these agreements
          was $6,172,387.

          As of September 30, 2001 the company had a deposit on investment of
          $200,000 for 3,800,000 shares in DLD Holdings, a company of which
          Ernest Zavoral, President of Infotopia, Inc., is chairman.

          The following tables list the prepaid compensation paid to employees
          in the form of relocation loans, other related party loans and
          short-term notes payable to related parties. Prepaid compensation
          represents loans that were made to officers of the Company and other
          key employees as an incentive to relocate to the Company's new
          headquarters in Canfield, Ohio. The amounts paid to officers in excess
          of $60,000 are listed individually. All of these loans are being
          forgiven over a two to three year period. If an employee leaves or is
          terminated for cause within the two to three year period, the
          remaining portion of the employees' loan is payable, subject to review
          by the Company's Board of Directors. Loans receivable -- related
          parties are not from any officers or directors of the Company and are
          expected to be paid in full within the next twelve months. Loans
          Payable -- related parties, represent funds provided to the Company
          for operational needs. These funds will be repaid within the next 12
          months.

                   PREPAID COMPENSATION AND LOANS RECEIVABLE
                                RELATED PARTIES

<TABLE>
<CAPTION>
                                             Sep. 30, 2001    Dec. 31, 2000
                                             -------------    -------------
     <S>                                       <C>               <C>
     Prepaid compensation other
     employees -- current portion.........      125,417                --

     Prepaid compensation -- Daniel
     Hoyng -- current portion.............       75,000                --
                                               --------          --------
     Total Prepaid Compensation...........      200,417                --

     Loans receivable -- related parties..       56,002            65,485
                                               --------          --------
     Total prepaid compensation and loans
     receivable -- current portion........      256,419            65,485
                                               --------          --------
     Prepaid compensation other employees
     -- non current portion...............      105,004                --

     Prepaid compensation -- Daniel Hoyng
     -- non current portion...............      150,000                --
                                               --------          --------
     Total prepaid compensation -- non
     current portion......................      255,004                --
                                               --------          --------

     Total prepaid compensation and loans
     receivable -- related parties........      511,423            65,485
                                               ========          ========
</TABLE>

LOANS PAYABLE -- RELATED PARTIES

<TABLE>
<CAPTION>
                                             Sep. 30, 2000    Dec. 31, 2000
                                             -------------    -------------
     <S>                                       <C>               <C>
     Ernie Zavoral.........................    $272,835          $ 36,956
     Daniel Hoyng..........................          --            71,767
                                               --------          --------
       Total -- net of current portion.....    $272,835          $108,723
                                               ========          ========
</TABLE>

     NOTE 21 -- INCOME TAXES

          At September 30, 2001, the Company had net carry-forward losses of
          approximately $52,000,000. 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>

          <S>                                                      <C>
          Deferred Tax Assets
            Loss Carry-forwards.................................   $ 17,680,000
            Less: Valuation allowance...........................    (17,680,000)
                                                                   ------------
          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 22 -- GOING CONCERN



<PAGE>

     The accompanying financial statements have been prepared assuming the
     Company will continue as a going concern. As of September 30, 2001, the
     Company has an accumulated deficit of $51,797,516 and a current loss of
     $13,770,986. 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 23 -- CAPITAL STOCK TRANSACTIONS

     On July 20, 2001 certain officers and directors exercised their options
     into 7,500,000 shares of Infotopia, Inc. common stock for a value of
     $7,800,000. Of this amount 14,029 shares of Infotopia, Inc. common stock
     were retired to treasury to pay for the options.

     On July 20, 2001 400,000 shares were issued to Thomson Kernaghan for a
     value of $860,000. These shares were issued in error. See Note 19.

     On July 20, 2001 125,000 share of Infotopia, Inc. common stock were issued
     for legal services value at $307,500.

     On July 20, 2001 2,740 shares of Infotopia, Inc. common stock were issued
     for certain license fees valuing $6,740.

     On August 14, 2001, 300,000 shares of Infotopia, Inc. common stock were
     issued for investor relation services for a value of $300,000.

     On August 14, 2001, certain officers and directors returned 771,798 shares
     of Infotopia, Inc. common stock to pay for loans totalling $2,151,158 owed
     to the Company.

     On September 4, 2001, the Company issued an aggregate of 976,992 shares of
     common stock, in satisfaction of certain debts with an aggregate amount of
     $293,095 (as amended) relating to expenses incurred by Daniel Hoyng, Ernest
     Zavoral and Marek Lozowicki on behalf of the Company.

     On September 4, 2001, the Company issued an additional 100,000 shares of
     common stock for legal services valued at $50,000.

     On September 4, 2001, 15,000 shares of Infotopia, Inc. common stock were
     issued for consulting services valued at $30,000.

     On September 4, 2001, 1,300,000 shares of Infotopia, Inc. common stock were
     issued to Thomson Kernaghan for a value of $650,000. These shares were
     issued in error. See Note 19.

     As of September 30, 2001, Common stock valued at $1,729,959 was issued to
     Thomson Kernaghan before payment was received. This amount has been
     recorded as a reduction to additional paid in capital.

NOTE 24 -- SUBSEQUENT EVENTS

     On October 4, 2001, 2,000,000 shares of Infotopia, Inc. common stock were
     issued for legal services valued at $540,000.

     On October 8, 2001, the company entered into an investor relations contract
     with Strategic Investor Relations, LLC which called for compensation of
     300,000 shares of common stock, $6,500 per month for twelve months and
     warrants to buy 1,500,000 shares at $0.18 per share (as amended).

     On October 12, 2001, 41,664 shares of Infotopia, Inc. common stock were
     issued to three individuals for product endorsements valued at $42,497.
<PAGE>
On October 19, 2001 2,500,000 shares of Infotopia, Inc. common stock were issued
in the name of Sea Spray Holdings. These shares are being kept in an escrow
account at Bondy & Schloss LLP until Sea Spray Holdings, Ltd. either converts
their debenture entered into with Infotopia, Inc., dated August 3, 2001,
pursuant to its terms (as amended), and/or exercises that certain warrant
exercisable for Infotopia, Inc. common stock and dated August 3, 2001, pursuant
to its terms (as amended).

On October 19, 2001 300,000 shares of Infotopia, Inc. common stock were issued
for investor relation services valuing $138,000.

In October the company entered into a relocation loan receivable with an
employee for $225,000.

In October, 2001, Gregory Kofford was relieved of his duties as Chief Financial
Officer of the Company.

On November 8, 2001 Marek Lozowicki provided the company with funds of $50,000
to cover some operating expenses.

On November 13, 2001 the Company amended the securities purchase agreement with
Sea Spray Holdings, Ltd. Per the amendment the applicable conversion percentage
of the debenture was changed from 70% to 50%. In addition, the warrants
associated with this purchase agreement were increased to 1,000,000 from
500,000.

On November 19, 2001 Strategic Investor Relations, LLC. purchased 138,889 shares
via the exercise of their warrants for a value of $25,000.
<PAGE>


Item 2. Management's Discussion and Analysis

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

The following is a discussion of certain factors affecting the Company's results
of operations, liquidity and capital resources. 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
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 prepaid telephone services; increasing competition in the
telecommunications market; the Company's ability to hire, train and retain
sufficient qualified personnel; the Company's ability to obtain financing on
acceptable terms to finance its growth strategy; and the Company's ability to
develop and implement operational and financial systems to manage its growth.


                            DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of Ohio on September 11, 1997. The
Company was originally controlled by National Boston Medical, Inc., pursuant to
an exchange agreement executed on November 21, 1998. Subsequently, on April 25,
2000, Dr. Abravanel's Formulas, Inc., a Nevada corporation, acquired the
Company in a share exchange in which all of the Company's stock was exchanged
for 72% of the stock of Dr. Abravanel's Formulas, Inc. As a result of this
share exchange, the parent Nevada entity changed its name to Infotopia, Inc. In
September of 2001, the Company established East Side Venture Partners, LLC, a
wholly owned subsidiary. The accompanying financial statements of Infotopia,
Inc. and its wholly owned subsidiaries Infotopia Ohio and East Side Venture
Partners, LLC.

The Company is in the direct marketing/direct to retail marketing business,
which encompasses the sale of various products through a variety of media,
including commercials, infomercials, print media, radio, the Internet, and
traditional retail outlets.


<PAGE>


In particular, we use electronic retailing via television, radio and the
Internet, to convey to a customer all necessary buying decision information, and
to make a specific offer to the consumer, with an appeal to make an immediate
buying decision.

The Company receives and processes almost all of its orders for directly
marketed products through a customer service call center, or through direct
online Internet orders, which are then routed to what are known as fulfillment
centers, from where the products are actually shipped directly to the consumers.
The customer service call center/telemarketing and fulfillment functions for the
Company's Major products are primarily performed by West Direct, Inc. and
Promotions Distributor Services Corp. The services of these firms are contracted
through Infomercial Management Corporation, which serves as the Company's
campaign manager for major products.

Our revenues are derived from a mix of healthcare, fitness, weight-reduction,
and kitchen products.

MAJOR PRODUCTS:

Our major products are the Body by Jake Bun and Thigh Rocker, the Total Tiger
and Michael Thurmond's Six Week Body Makeover. During the first nine months of
2001, our gross revenues were $87.5 million, of which the Body by Jake Bun and
Thigh Rocker accounted for approximately $59.4 million and the Total Tiger and
Michael Thurmond's Six Week Body Makeover accounted for $14.8 million and $11.9
million respectively. The following is a description of the major products.

  Body by Jake Bun & Thigh Rocker

The Bun & Thigh Rocker is a fat burning, no impact aerobic machine, which has
been specially engineered with a revolutionary arcing motion, called "Power
Arc." The Bun & Thigh Rocker can increase metabolism to help lose fat and slim
down by rocking the body through this arc, which works all the lower body's
muscle groups. The included resistance bands offer different intensity levels
from a beginner to an advanced workout.

  Total Tiger

The Total Tiger tones the upper and lower body at the same time through the use
of a patented Toning T. The Toning T supports and stabilizes the lower body
allowing better mobility of the upper body will engaging the muscles in the legs
and buttocks for a more effective workout. The hand gliders separate making it
possible to change arm positions to focus on different upper body muscle groups,
while simultaneously working the stomach area.

  Michael Thurmond's Six-Week Body Makeover

The Six-Week Body Makeover is an easy to follow program that guarantees
individuals that they will lose up to 30 pounds in six weeks. The program is
completely customized to an individuals exact metabolism and body type through
the use of a questionnaire, a

<PAGE>


video, a body reshaping blueprinting kit, custom eating and body sculpting
plans, a Living Lean maintenance program, recipe guides and menu planners, a
dining out guide and a toll-free hotline.

OTHER CURRENTLY MARKETED PRODUCTS:

The Company is also marketing the following products. However, given their
current sales volume, these are not deemed major products.

Cooking Saddle

The Cooking Saddle allows you to conveniently and easily lift turkeys, hams,
roasts and chickens from the oven to the cutting board, hassle-free and with no
mess. Made from 100 percent netted cotton, the Cooking Saddle is placed
underneath the meat prior to roasting and can accommodate up to 30 pounds. It
is recommended for one time use, but can be washed and reused. This product is
in the initial roll-out phase and has primarily been marketed on TV shopping
networks.

Hot Mommies System

The Hot Mommies System is a series of 100 percent natural dietary supplements
that include Essential 3, which contains a chi boost to help rebuild youthful
energy, increase sex drive, strengthen muscles and burn calories; the ultimate
slimming formula, which contains herbs that are uniquely formulated to improve
metabolic function; and a balancing formula, which combines herbs that help
reduce PMS, curb sugar cravings, improve sleep, boost the immune system and aid
with stress. The System's weight loss supplement, Fat Sweeper, containing
chitosan, is a fat-trapping product that binds to the fat in foods that are
eaten so the fat cannot be absorbed by the body and then can be eliminated
through the digestive tract. This product is in the initial roll-out phase and
being tested in various venues.

Backstroke

The Backstroke uses specifically designed massage rollers mounted on a frame
that when placed on the floor, provide an individual with a therapeutic
massage. Designed by a chiropractic physician, the Backstroke provides valuable
muscle stimulation, enhanced circulation and therapeutic acupressure throughout
the neck, back and torso. Because the rollers are placed in a specific pattern
and vary in size and firmness, they provide the correct stimulation and
acupressure for the entire back. The unit also includes an adjustable neck
support roller and a video instruction tape. This product is currently being
marketed and sold internationally.

Torso Tiger

The Torso Tiger is an abdominal and upper body exercise machine that allows the
user to exercise the upper and lower abdominal muscles, waist, chest, back and
shoulders, and

<PAGE>


triceps and biceps simultaneously. This Product is currently being marketed and
sold internationally.

  Safeshield

Safeshield is an anti-microbial that kills bacteria such as staph, e.coli,
pseudomonas and salmonella and various viruses.

FUTURE PRODUCTS

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.
The following products are in the final development stage and scheduled for
release over the next six months. In addition to these products we are in the
process of assessing the viability of approximately 15 additional products. The
actual procurement and roll-out of these products, if at all, is not known.

  Prosta-Norm

Prosta-Norm is an all-natural supplement that promotes seven ways to good
prostate health. It contains three herbal therapies, each clinically proven to
reduce symptoms of prostate enlargement and promote prostate health. The
expected roll-out of this product is November 2001.

  Cal-Vantage

Cal-Vantage is an all natural, complete dietary supplement offering the highest
quality form of calcium believed to be available. It is more effective in
maintaining bone density and nearly twice as absorbable as the calcium in milk.
Cal-Vantage also contains 15 other essential nutrients for good bone and heart
health. The expected roll-out of this product is November 2001.

  Perfecta Cookware Appliance System

Perfecta Cookware Appliance System by Wearever is the first self-watching,
self-basting, speed cooking system that can fry, steam, roast and bake on top of
the stove in approximately one fourth of the time of conventional cooking
processes. An entire meal can be placed in the cookware, whether the foods are
frozen, dry or fresh, and the Perfecta System, with its patented Thermo-Speed
technology, will cook each dish without having to watch, stir or flip the foods.
The projected roll-out date for this product is December 2001.

  Air Bake

Airbake cooking sheets, pizza pans and cake pans, can be immediately taken out
of the oven and placed directly on any surface without the potential risk of
burning or scorching

<PAGE>

surfaces as with most conventional bakewear products. These Airbake products
have a non-stick Wearever surface that provides even heat and comes with
patented cooking feet that do not get hot. The projected roll-out date for this
product is December 2001.

Spud Wizz

In 45 seconds, this unique potato peeling system can peel six-to-eight potatoes
by use of a water flowing mechanism. A hose is connected to the unit and to the
kitchen faucet, while the consumer cranks the handle of the dome containing the
potatoes. The appliance whirls the potatoes through the flowing water while
expelling the peels through an open spout into the sink. The Spud Wizz can also
be used to peel carrots, apples, beets, radishes, turnips and yams. The
projected roll-out date for this product is January 2002.

Tiger Gym

The Tiger Gym is a smooth, rocking motion, exercise machine that ergonomically
positions the body to alleviate stress to the back and joints, while working the
overall body. In addition to the exercise machine, the Tiger Gym also comes with
a get Fit Kit that includes an instructional workout wall chart, a Sit and Get
Fit instructional video, an advanced workout guide and a Tiger Gym Metabolic
Optimizer herbal dietary supplement, which provides maintenance support for
weight control management. The projected roll-out date for this product is March
2002.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000.

REVENUES

The Company's gross revenues for the nine months ended September 30, 2001 were
$87,495,970 compared to $4,242,044 for the nine months ended September 30, 2000
(an increase of $83,253,926). Net sales were $80,417,308 compared to $3,840,309
(an increase of $76,576,999). The increases from the prior year were primarily
attributed to the Company's expansion of its product line and aggressive
marketing efforts. For the following products; the Body by Jake Bun and Thigh
Rocker ($59.4 million in gross revenue), the Total Tiger ($14.8 million in gross
revenue) and the Six Week Body Makeover ($11.9 million in gross revenue).

COST OF SALES

The Company's cost of sales increased $21,272,533 from the comparable period in
2000 to $22,641,171. The increase in the cost of sales was principally
associated with the increase in revenue and is reflective of the Company's
expansion efforts.

<PAGE>


OPERATING EXPENSES

Operating expenses for the first nine months of 2001 were $66,926,781 as
compared to $23,801,697 for the first nine months of 2000 (an increase of
$43,125,084). The significant increase in operating expenses was primarily due
to greater selling and marketing expenses and to a lesser extent, a loss on the
issuance of shares and an increase in impairment expense.

Selling and marketing expenses of $56,747,052 increased $52,556,416 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 nine months of 2001 was $29,591,942 as compared with
$2,467,374 for the first nine months of 2000. Also contributing to the increase
in selling and marketing expenses were increases in royalty expense
($9,111,937), shipping costs ($4,839,561), fulfillment costs ($2,601,863) and
campaign management fees ($2,150,969). These increases were primarily attributed
to the Company's significant increase in sales volume.

In the third quarter of 2001, the Company recognized a loss of $1,510,000 on the
issuance of shares of the Company's common stock. This loss was attributed to an
erroneous distribution of shares. Management of the Company intends to
vigorously pursue a return of the shares or receive appropriate value for the
shares. However, the probability that these shares will be returned or value
received is not determinable.

The Company recognized impairment losses of $1,569,525 in the third quarter of
2001 versus impairment expenses of $743,618 recognized in the first nine months
of 2000. The current period impairment expense was primarily attributed to a
write-off of $1,270,000 for prepaid advertising time that was purchased from a
company that has subsequently filed for bankruptcy protection. Management of
the Company intends to vigorously pursue a return of the funds. However, the
probability that these funds will be returned is not determinable. The Company
also recorded impairment expense in the current period of $175,000 for costs
associated with the aborted Entreport merger and $124,525 for previously
capitalized production costs on products no longer deemed to be viable.

The Company's depreciation and amortization expenses increased $692,080 from the
comparable period to $1,020,909. This increase was primarily attributed to
amortization expenses associated with capitalized licensing rights.

General and administrative expenses for the first nine months of 2001 were
$6,079,295 as compared to $18,538,614 for the first nine months of 2000 (a
decrease of $12,459,319). The decrease from the prior year was primarily
attributed to lower consulting expenses (a decrease of $7,087,262 from the prior
year) and a one time payment in the prior year of $3,307,428 as settlement for
certain royalty claims.

LOSS FROM OPERATIONS
<PAGE>


The Company's loss from operations for the first nine months ended September 30,
2001 was $9,150,644 versus a loss for the comparable period of $21,330,026. The
improvement in the Company's results from operations from the prior year was
primarily attributed the Company's ability to generate significantly higher
revenue from the sales of its products.

OTHER INCOME AND EXPENSES AND EXTRAORDINARY ITEMS

Other expenses for the first nine months ended September 30, 2001 consisted
primarily of interest expense of $3,009,728 versus $804,773 for the comparable
period of 2000. The interest expense recognized by the Company was primarily
associated with loans to fund the purchase of media time and inventory. In
addition, during the first nine months of 2001, the Company recognized
$1,564,592 of discount expense which was primarily due to embedded beneficial
conversion features associated with convertible notes. In the prior year, the
Company recognized $333,993 in discount expense for similar funding instruments.

NET LOSS

The Company's net loss for the first nine months of 2001 was $13,770,986
compared to a loss of $22,450,655 for the first nine months of 2000. The
decrease in the Company's net loss was attributed to the implementation of a
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.

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 September 30,
2001, the Company had working capital (current assets less current liabilities)
of $315,714 as compared to working capital at December 31, 2001 of $652,262.
Although the Company anticipates being able to meet its cash needs during the
next three 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 is currently primarily marketing fitness equipment. Management
believes these products are subject to seasonal trends and is partially
attributed to a decrease in




<PAGE>


revenues in the third quarter of 2001. Management intends to expand its product
line to mitigate this risk in the future.

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.

                           Part II. Other Information

Item 1. Legal Proceedings

     What follows is a description of material legal proceedings that occurred
during the quarter represented by this Quarterly Report on Form 10-QSB.

On December 11, 2000, a proceeding was commenced in the State Court of Fulton
County, Georgia by Jeff Freedman against us and two of our officers. Plaintiff
claims he was not fully paid royalties under an agreement he had entered into
with National Boston Medical, Inc., a debtor in bankruptcy and our former
parent. Plaintiff sought to recover damages in contract and in tort in the
amount of $325,000 plus interest. In October, 2001 we entered into a settlement
agreement with Mr. Freedman.

On or about April 23, 2001, Bristol DLP, LLC ("Bristol") filed a complaint in
the United States District Court for the Southern District of New York
("SDNY") alleging that Infotopia had entered into an agreement with Bristol for
the issuance of certain warrants and other good and valuable consideration in
return for Bristol's purchase of a convertible debenture ("Debenture") to be
issued by Infotopia. We have asserted in responsive pleadings that we deny
liability, that we deny that there was a breach of contract, and that we deny
plaintiffs sustained a loss. We have reached a tentative settlement in this
matter.

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.

On or about August 23, 2001, 26 former noteholders of ours sued us in the
United States District Court for the Northern District of Ohio. Plaintiffs
allege that they were induced by certain allegedly false statements by us to
convert certain notes they held into common stock. Plaintiffs seek $5 million
in compensatory damages. Registrant intends to vigorously defend this lawsuit,
and cannot predict the ultimate resolution of the proceeding.

On or about September 27, 2001, 58 plaintiffs sued us in the United States
District Court for the Northern District of Ohio. Plaintiffs allege that as a
result of Registrant's alleged dissemination of certain materially false and
misleading statements, they purchase Registrant stock at artificially inflated
prices. Plaintiffs seek $5 million in compensatory damages. Registrant intends
to vigorously defend this lawsuit, and cannot predict the outcome of this
proceeding.

On or about November 2, 2001, a lawsuit was commenced in the Supreme Court of
the State of New York, County of New York by J Group Holdings, Inc. and two of
its principals alleging that we breached an alleged license agreement and the
principals' consulting agreements. The plaintiffs are seeking damages in the
approximate amount of $2,600,000. We intend to vigorously defend this lawsuit.
We 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 21, 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.

<PAGE>

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

By private placement memoranda dated June 1, June 25, and July 13, 2001, an
aggregate of 5,203,124 shares of Infotopia, Inc. common stock was sold to
Thomson Kernaghan, for an aggregate consideration of $6,682,346.

In a private placement on or about August 3, 2001, Registrant sold a $1,000,000
secured convertible debenture, convertible into common stock at prices tied to
prevailing quotations for Registrant's common stock, and warrants to purchase
500,000 shares of common stock, at prices tied to prevailing quotations for
Registrant's common stock, to Sea Spray Holdings, Ltd., for an aggregate sum of
$1,000,000.

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 of
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, filed 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.

(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.
<PAGE>
                                   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


Dated: November 20, 2001



By: /s/ Marek Lozowicki
   ------------------------------------------------
   Marek Lozowicki, Acting Chief Accounting Officer


Dated: November 20, 2001