<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB/A

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.

COMMISSION FILE NUMBER 000-251572

                                 INFOTOPIA, INC.
        (Exact name of small business issuer as specified in its charter)

     Nevada                                               95-4685068
(State of incorporation)                              IRS Employer ID No.

                       218 Tearall Road, Raynham, MA 02767
                    (Address of Principal Executive Offices)

                                 (508) 884-9900
                           (Issuer's telephone number)

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of May 4, 2001, there were 443,828,053
shares of common stock outstanding.

Transitional Small Business Disclosure Format: [ ] Yes [X ] No
<PAGE>   2
Part I

Item 1.  Financial Statements

        See attached.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

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

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

        The statements contained in the section captioned Management's
Discussion and Analysis of Financial Condition and Results of Operations which
are historical are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
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 the Company's products; increasing competition in the markets in
which the Company competes; 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.

OVERVIEW

    INFOTOPIA, INC. (Formerly Flex Marketing, Inc. (OH)) (the "Company" or
"Infotopia") was incorporated under the laws of Ohio in September 11, 1997. The
company was acquired by its parent company, National Boston Medical, Inc.
("Parent"), in a share exchange agreement executed on November 21, 1998.

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

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

     Infotopia is in the direct marketing/direct to retail marketing business,
which encompasses the sale of various products through commercials,
infomercials, print media, radio, the Internet and all traditional methods of
selling to the consumer such as traditional retail. In particular, the Company
utilizes electronic retailing, in which electronic media, such as television,
radio and the Internet, is used to convey all the information a consumer needs
to make a buying decision, and to make a specific offer to the consumer, with an
appeal to make an immediate buying decision. Infotopia receives and processes
almost all of its orders for directly marketed products through a customer
service call center or through direct online Internet orders. The orders are
routed to various "fulfillment centers" from which products are
<PAGE>   3

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

         The Company's revenues originate from the sale of healthcare, fitness,
weight reduction, recreation, kitchen products and skin care products. During
the past quarter, the Company has significantly increased the range of its
product mix and has entered into a number of agreements to further broaden its
product mix.

         The Company's objective is to be one of the leading direct marketing
companies in the United States. To achieve this, it will be necessary for the
Company to expand the size of its revenues through marketing its current
products, acquiring new products to market, and continuing to generate revenue
through multiple revenue streams. The Company also needs to capitalize on its
early marketing success by continuing to expand the current distribution
channels and to maintain its focus on emerging trends while continuing to retain
its high level of expertise in this industry.

         The Company currently markets the Cooking Saddle (a cooking device
which allows meats, such as large turkeys, to be removed from an oven pan
easily), the Backstroke (a back massager), the Torso Tiger(an abdominal and
upper body workout machine), the BodyRocker (a machine that allows for strength
training and non-impact aerobics, developing various parts of the body), the
Torso Tiger II (a scaled down version of the Torso Tiger machine), the Body by
Jake Bun and Thigh Rocker (an exercise product that allows the user to trim and
tone the hips and thighs), the Medicus Dual 2000 (a golf-swing trainer), the Hot
Mommies System (a program designed to give mothers essential nutrients for
health and vitality), the Total Tiger (an exercise product for upper and lower
body), "Michael Thurmond's Six Week Body Makeover," the Jules and Jane skin care
products line (consisting of 12 natural skin care products), Bubbe's Best baby
skin care products and Safeshield (an anti-microbial that kills bacteria such as
staph, e-coli, psuedomonas and salmonella and various viruses).

         The exclusive marketing rights to the Torso Tiger, Torso Tiger II, and
Hot Mommies System properties (all of which are trademarks of Torso Tiger, Inc.)
were acquired by agreement with Torso Tiger on August 17, 2000.

         On October 30, 2000, the Company entered into another agreement with
Torso Tiger, Inc. and Total Tiger, Inc. for the rights to advertise, promote,
market, sell and distribute the Total Tiger product, described above.

         On October 30, 2000, the Company entered into an agreement with Modern
Health Services along with Natural Science Corporation of America, Inc. to
license the rights to market and sell two osteoporosis and prostate products.

         On November 16, 2000, the Company entered into a joint venture
agreement with Infomercial Development Companies of San Diego, California for
the marketing of six new products, and a right of first refusal on all new
products under their development. The new products include: (i) Facial Spa (a
hand held home facial unit utilizing rechargeable batteries), (ii) the Fresh
Start weight loss program, the (iii) Rejuvicare skin care system, (iv) the
Medicus Dual 2000 golf swing training device, (v) the Multiple Streams of Cash
business opportunity package (which includes workbooks, tapes, and
telecoaching), and (vi) Changes, a female menopausal and PMS herbal supplement.

         On November 30, 2000, the Company entered into a licensing agreement
with Lohan Media LLC for the Body by Jake Bun & Thigh Rocker.
<PAGE>   4
        On March 30, 2001, the Company entered into a license agreement
("License Agreement") with J Group Holdings, Inc. ("J Group") whose two
subsidiaries, Bubbe's Best, Inc. ("Bubbe's Best") and Centerprise, Inc.
("Centerprise") manufacture and distribute a wide line of skin care products
geared to a variety of markets. Under the terms of the License Agreement,
Infotopia has exclusive worldwide rights jointly with J Group to advertise
promote, market, sell and distribute the following product lines of J Group:
"Jules & Jane," "Bubbe's Best," and "Skindom."

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

        On April 6, 2001, the Company entered into a strategic alliance with
Provida Life Sciences, Inc. ("Provida") to market "Michael Thurmond's Six Week
Body Makeover" through a nationwide television advertising campaign. Michael
Thurmond's Six Week Body Makeover is a weight loss program customized to users'
metabolism and body types. The Company is allowed to air a maximum of $300,000
in media per week.

        Infotopia develops new products based on ideas that come from a variety
of sources, including investors, suppliers, trade shows, industry conferences,
and strategic alliances with various manufacturing and consumer products
companies. As of the date of this Quarterly Report, the Company has 30 new
products that are in various stages of development, and expects to be able to
market approximately 13 new products during the balance of fiscal 2001, pending
completion of the supporting infomercials.

        The Company's industry is extremely competitive, with a number of
entities offering similar products and/or advertising through similar media. The
Company estimates the number of competitors in the home fitness equipment sector
to be 75. The Company is not aware of any competitors marketing products similar
to the Hot Mommies System or the Cooking Saddle through the same marketing
channels. The Company's competitive position is affected by its ability to
develop attractive advertising campaigns for its products, and to acquire and/or
develop the rights to attractive products. Diminished consumer interest in the
Company's products would adversely affect its business. Likewise, an inability
to develop new and attractive products would adversely affect the Company's
competitive position.
<PAGE>   5
position.

        The Company also competes on the basis of customer service and efficient
inventory control and product distribution, which includes allowing for product
returns and warranties. Many of the Company's competitors possess greater
financial resources, wider brand name recognition, broader distribution networks
and other resources and characteristics that may give these competitors a
competitive advantage.

         With respect to the Company's intellectual property, the Company is
prosecuting a patent application with the United States Patent and Trademark
Office for the Cooking Saddle product. The Company cannot predict at this time
whether it will be ultimately successful in securing a patent for such product.
As noted above, the Company has entered into a variety of marketing and license
agreements with respect to various products, with Torso Tiger, Inc., National
Science Corporation of America, Infomercial Development Companies, Lohan Media
LLC, Provida Life Sciences, Inc., and the J Group which allow the Registrant to
utilize the patent and trademark rights of these other entities with respect to
the licensed products. The Company has the exclusive license rights to 5 issued
patents, and 7 patents that are pending, and non-exclusive rights to one issued
patent. The Company, in addition, has the exclusive license rights to six
federally registered trademarks, and seven trademarks for which federal
registration has been sought, and non-exclusive rights to one federally
registered trademark.

         The Company's principal manufacturers and suppliers of the products it
distributes are: Pacnet Resources (People's Republic of China and Taiwan),
Classicor (Canada), VitaQuest (USA), Lohan Media (USA), and the J Group. The
Company does not depend on a few major customers as the products are marketed
mainly to consumers through TV Infomercials and Internet.


RESULTS OF OPERATION FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2000.

REVENUES

During the three months ended March 31, 2001, Registrant's net sales were
$23,922,632, as compared to $0 during the comparable period in 2000,
representing an increase of $23,922,632, and an infinite percentage. The
increase during the year was primarily attributable to the Company's
commencement of operations, and the aggressive marketing of its products, and
acquisition of new products to market, compared to the lack of marketable
products in the prior period.

COST OF GOODS SOLD

The Registrant's Cost of Sales increased to $6,691,634 from $0 (an infinite
percentage) for the three months ended March 31, 2001 as compared with the three
months ended March 31, 2000. The increase in the cost of goods sold during this
period is principally associated with the increase in revenues, and the fact
that the Company marketed products in much of 2000 and the first quarter of
2001, whereas it did not in the first quarter of 2000.

OPERATING EXPENSES


Operating expenses for the three months ended March 31, 2001 increased to
$14,438,250 from $1,028 for the comparable period of 2000, or an increase of
$14,437,222, (>14,000%). In general, this substantial increase primarily was the
direct result of the Company putting in place a new management team, and greater
selling and marketing expenses incurred as a result of commencing operations.
For the three months ended March 31, 2001 as compared with
<PAGE>   6
the comparable period of 2000, selling expenses increased $12,580,984 from $0
(an infinite percentage). The increase was due to the Company's commencement of
operations and continued development and implementation of various new products,
the development of selling materials and increased sales efforts. General and
administrative expenses increased to $1,605,956 from $1,028 (>1,500%) for the
period ended March 31, 2001 as compared to the comparable period in 2000. This
increase reflects the Company's efforts to build a new, fully-fledged management
team focused on the Company's growth, and the commencement of operations.

INCOME FROM OPERATIONS

The Company had income from operations of $2,792,748 for the three months ended
March 31, 2001 as compared with a loss of ($1,028) for the three months ended
March 31, 2000. This increase in income was primarily attributable to the
Company's implementation of its new marketing and growth strategy, the
commencement of its operations, and its investment in new products and new tools
to market these products, all of which resulted in significantly higher
revenues, with resulting improvement in results from operations.

TOTAL OTHER INCOME (EXPENSE) AND EXTRAORDINARY ITEMS

Other income (expense) for the three months ended March 31, 2001 consisted
primarily of interest expense, ($1,230,444) compared to $0 for the comparable
period in 2000. Of the $1,230,444, $786,891 was a discount expense which was
incurred as a one time charge due to an embedded conversion feature on the
debentures.

NET INCOME.

For the three months ended March 31, 2001, the Company had income before income
taxes of $1,562,304 as compared with ($1,028) for the comparable period of 2000.
As previously noted, the Company's increase in net income was the result of
commencing operations, expanding its product line, and the aggressive marketing
of its product line. In addition, the Company entered into a number of strategic
alliances which enabled it to generate revenues and resulting in increases in
income from multiple revenue streams.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Registrant has financed its working capital requirements
through internally generated funds, the sale of shares of its common stock, and
proceeds from short-term bank borrowings, debentures, and notes payable. As of
March 31, 2001, the Company had working capital (current assets less current
liabilities) of $4,229,149 as compared with working capital at December 31, 2000
of $652,262. This increase in working capital is the result of the Company's
increase in accounts receivable by $9,645,660 during the three months ended
March 31, 2001, a more than tenfold increase in prepaid expenses from $268,051
as of December 31, 2000 to $2,877,100 for the three months ended March 31, 2001,
and a large increase in inventory from $418,689 for the period ended December
31, 2000 to $2,004,839 for the three months ended March 31, 2001, an increase of
approximately 379%. Although the Company anticipates being able to meet its cash
needs during the next twelve months, it may seek to issue corporate debt or
equity securities in the event that there is not enough cash to satisfy the
Company's cash needs for the coming year. Any debt incurred or issued by the
Company may be secured or unsecured, fixed or variable rate interest and may be
subject to such terms as the board of directors of the Company deems prudent.
Any sales of equity securities may be at or below
<PAGE>   7
current market rates for the Company's common stock. The Company expects any
proceeds from such additional credit or sale of securities to be used primarily
in the marketing and development of its product lines.

The Company does not believe that its business is subject to seasonal trends.


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

NEW ACCOUNTING PRONOUNCEMENTS

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

Part II

Item 1.  Legal Proceedings

        Bristol v. Infotopia, Inc. On or about April 23, 2001, Bristol DLP, LLC
("Bristol") filed a complaint in the United States Southern District Court 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 secured convertible
debenture ("Debenture") to be issued by Infotopia. Infotopia believes that there
was no contractual obligation on the part of Infotopia to issue the Debenture or
any other equity instrument to Bristol and intends to vigorously defend this
lawsuit.

        Sephora v. Infotopia, Inc. On or about April 5, 2001, Sephora Capital
Management, Inc. ("Sephora") filed a complaint in the United States Southern
District Court of New York alleging that Infotopia and Sephora had entered into
an agreement for Infotopia to issue 2.5 million shares to Sephora for
consideration of $250,000. Infotopia claims that it was not a party to this
transaction and intends to vigorously defend this lawsuit.

Item 2.  Changes in Securities

        On March 13, 2001, the Board of Directors of the Company, pursuant to
the authority expressly granted to it in the Company's Amended and Restated
Articles of Incorporation ("Charter"), created out of the 10,000,000 shares of
the preferred stock of the Company authorized in Article III of the Charter, a
series of 3,900,000 shares of Series A Preferred Stock (the "Series A
Preferred"). Each share of the Series A Preferred was convertible into twenty
(20) shares of Common Stock which had the potential of diluting the shares of
the Company's Common Stock owned by the existing shareholders of the Company's
Common Stock.

        On March 13, 2001 (amended March 19, 2001 and April 27, 2001), the Board
of Directors of the Company, pursuant to the authority expressly granted to it
in the Company's Amended and Restated Articles of Incorporation
<PAGE>   8
created out of the 10,000,000 shares of the preferred stock of the Company
authorized in Article III of the Charter, a series of 6,100,000 shares of Series
B Preferred Stock (the "Series B Preferred"). Each share of the Series B
Preferred is convertible into twenty (20) shares of Common Stock at a price per
share equal to the lesser of: (a) a 30% discount from the closing bid price on
the date of the issuance of the Series B Preferred, or (b) a 30% discount from
the lowest closing bid price during the twenty (20) trading days immediately
prior to the conversion. This had the potential of diluting the shares of the
Company's Common Stock owned by the then existing shareholders of the Company's
Common Stock.

        On April 4, 2001, the Company amended its Charter in order to increase
its authorized shares to 500,000,000 shares of Common Stock and 30,000,000
shares of Preferred Stock.

UNREGISTERED SALES OF SECURITIES

        On January 4, 2001, 7,000,000 shares valued at $770,000 were issued to
Lohan Media for the license rights to the Bun & Thigh Rocker.

        On January 4, 2001, 750,000 shares valued at $82,500 were issued to
Vision Publishing Corp. for investor relation services.

        On January 4, 2001, 180,000 shares valued at $41,400 were issued to
Next Millennium Capital Holdings LLC for capital development services.

        On January 4, 2001, 400,000 shares valued at $84,000 were issued to
Edward S. Gelfand/Pro-Osteo, LLC pursuant to an agreement with Modern
Interactive Technologies.

        On January 4, 2001, 800,000 shares valued at $112,000 were issued to The
Infomercial Development Companies for the license rights to five infomercial
products:

                  (1)      The Medicus Dual 2000 golf training program with
                           Davis Love, III;

                  (2)      Cathi Graham's Fresh Start weight loss program;

                  (3)      Robert Allen's Multiple Streams of Cash business
                           opportunity program;

                  (4)      The Facial Spa skin care program; and

                  (5)      The Rejuvicare skin care program.

        On January 4, 2001, 1,000,000 shares valued at $230,000 were issued
to Bondy & Schloss LLP for legal services rendered.

        On January 4, 2001, the company entered into an agreement with Altea
Investments Ltd. for a $600,000 loan. Twelve million (12,000,000) shares of
Infotopia, Inc. common stock were issued in the name of Altea Investments Ltd.
and held by Bondy & Schloss LLP as collateral on the note. A warrant to purchase
an additional 2,400,000 shares of Infotopia, Inc. common stock was issued to
Altea Investments Ltd. for financing fees. Subsequently, on January 19, 2001,
Thomson Kernaghan assumed the loan. A conversion agreement was entered into with
Thomson Kernaghan to allow for the early conversion of the debt to equity.
Thomson Kernaghan paid an additional $344,980 and was allowed to convert this
loan into 12,000,000 shares of common stock held by Bondy & Schloss LLP. This
conversion brought the total price per share to $0.787483.

        On January 4, 2001, 3,360,000 shares were purchased by officers of the
Company for a total value of $210,000 (as allowed by their employment
agreements).

        On January 4, 2001, 300,000 shares valued at $24,000 were issued to
The Frederiksen Group for services rendered.

        On March 14, 2001, the Company sold 2,000,000 shares of its Convertible
Preferred Stock, Series A, at $1.40 per share for a total value of $2,800,000 to
Thomson Kernaghan.
<PAGE>   9
        On March 20, 2001, the Company sold 6,100,000 shares of its Convertible
Preferred Stock, Series B, at $0.00164 per share for a total value of $10,004 to
Gorda Private Investments, Ltd.

        On April 2, 2001, 1,900,000 shares of preferred series A convertible
stock valued at $2,375,000 were issued to directors, officers and employees of
the company, replacing common stock requirements in their employment agreements.
These shares were subsequently converted on April 11, 2001 into 46,053,527
shares of Infotopia, Inc. common stock. The preferred shares were returned to
treasury.

        On April 11, 2001, 3,000,000 shares of the Company's common stock valued
at $240,000 were issued to Bondy & Schloss, LLP for legal services rendered.

        On April 11, 2001, 3,000,000 shares of the Company's common stock
valued at $240,000 were issued to Pali Financial Group, Inc. for consulting
services.

        On April 11, 2001, 3,000,000 shares of the Company's common stock
valued at $240,000 were issued to KMI, Inc. for investor relation services.

        On April 11, 2001, 3,000,000 shares of the Company's common stock
valued at $240,000 were issued to RMK Investments, Inc. for consulting services.

        On April 11, 2001, Gorda Private Investments, Ltd. converted 714,286
shares of their Series B preferred convertible stock into 14,285,714 shares of
Infotopia, Inc. common stock for $1,000,000.

        On April 11, 2001, Thomson Kernaghan converted 2,000,000 shares of their
Series A preferred convertible stock into 40,000,000 shares of Infotopia, Inc.
common stock for $2,800,000.

        On April 11, 2001, 10,000,000 shares of Infotopia, Inc. common stock
were purchased by Thomson Kernaghan at $.07 per share for $700,000.

        On April 11, 2001, 3,300,000 shares of Infotopia, Inc. common stock were
purchased by Thomson Kernaghan at $.10 per share for $330,000.

        On April 11, 2001, 300,000 shares of Infotopia, Inc. common stock were
purchased by Thomson Kernaghan at $.10 per share for $30,000.

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

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

        On April 11, 2001, 19,200,000 shares were issued to Classic Art Forms,
Ltd. upon conversion of a promissory note in the principal amount of $600,000
and exercise of a warrant to purchase additional shares of common stock.

        On April 11, 2001, 8,500,000 shares of common stock were issued to J
Group Holdings for the license rights to the "Jules & Jane", "Bubbe Best"
and "Skindom" skin products, to be applied against advance royalties due
of $500,000.
<PAGE>   10
         On April 30, 2001, 25,745,379 shares of Infotopia, Inc. common stock
were issued to certain officers, directors and employees upon exercise of their
options at an exercise price in the aggregate of $1,609,086.

         On May 1, 2001 Gorda Private Investments, Ltd. converted 1,140,000
shares of their Series B Preferred convertible stock into 22,800,000 shares of
Infotopia, Inc. common stock for $900,000.

Item 3.  Defaults Upon Senior Securities

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

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

        No matters were submitted to the Company's security holders for a vote
during the period covered by this Quarterly Report on Form 10-QSB. On April 6,
2001, the Company filed a definitive Information Statement on Schedule 14C,
relating to an increase in Registrant's authorized capitalization; such matter,
pursuant to the rules and regulations of the Securities and Exchange Commission,
and the corporation law of the State of Nevada, did not have to be submitted to
Company's shareholders, as a majority of the votes eligible to be cast
consented to the increase in writing.

Item 5.  Other Information

        The Company has no other information to report in this Form 10-QSB.

<PAGE>   11
Item 6.  Exhibits and Reports on Form 8-K

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
------         -----------
<S>            <C>
3.1(2)         Articles of Incorporation, as amended.

3.2(1)         Bylaws.

4.1.1(2)       Specimen Stock Certificate, Common Stock.

4.1.2(2)       Specimen Stock Certificate, Preferred Stock, Series A.

4.1.3(2)       Specimen Stock Certificate, Preferred Stock, Series B.

4.1.4(2)       Certificate of Designation of Convertible Preferred Stock, Series A, as amended.

4.1.5(2)       Certificate of Designation of Convertible Preferred Stock, Series B, as amended.

10.1(2)        License Agreement by and between J Group Holdings, Inc. and Infotopia, Inc.

10.2(2)        Consulting Agreement by and between I Net Financial Management, Ltd. and Infotopia, Inc.
</TABLE>


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

(2)      Incorporated by reference to Infotopia's Quarterly Report on
         Form 10-QSB (File No. 0-25157), Filed on May 8, 2001.

        (b) On February 23, 2001, the Company filed a report on Form 8-K to
change the Company's fiscal year from February 28, 2001 to December 31, 2000 and
on March 23, 2001, the Company filed a transitional Form 10-KSB for the
ten-month period ended December 31, 2000.

<PAGE>   12
                                   SIGNATURES


        In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                         INFOTOPIA, INC.
                         (Registrant)


                         May 24, 2001


                         By:/S/ Daniel Hoyng
                            -------------------------------------------------
                            Daniel Hoyng, Chairman, CEO & Director


                         By:/S/ Marek Lozowicki
                            -------------------------------------------------
                             Marek Lozowicki, Acting CFO, Secretary & Treasurer

<PAGE>   13
                         INFOTOPIA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                            At                At
                                                                                      March 31, 2001   December 31, 2000
                                                                                      --------------   -----------------
<S>                                                                                   <C>              <C>
CURRENT ASSETS
       Cash and cash equivalents                                                       $   194,743      $    787,150
       Accounts receivable - net of 141,458 and $218,254                                10,580,052           934,392
       Inventory                                                                         2,004,839           418,689
       Loan Receivable                                                                     200,000                --
       Subscription Receivable                                                           1,356,914                --
       Prepaid expenses and other current assets                                         2,877,100           268,051
       Employee Advances                                                                    73,753            65,485
       Investments in marketable securities, at fair value                                 180,000           174,000
                                                                                       -----------      ------------
             Total current assets                                                       17,467,401         2,647,767


PROPERTY AND EQUIPMENT, less
       accumulated depreciation
       of $273,339 and  $255,383                                                           277,236           239,773

CAPITALIZED PRODUCTION COSTS, less
       accumulated amortization of  $-0- and $-0-                                        1,006,249           690,475



OTHER ASSETS
       Licenses and other intangibles, less accumulated
         amortization of $552,325 and $300,549                                           4,279,252         2,415,307
       Deposits                                                                          1,102,233           212,143
                                                                                       -----------      ------------

             TOTAL ASSETS                                                              $24,132,371      $  6,205,465
                                                                                       ===========      ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>   14
                         INFOTOPIA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                                                 At                     At
                                                                           March 31, 2001         December 31, 2000
                                                                           --------------         -----------------
<S>                                                                        <C>                    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
         Accounts payable and accrued expenses                              $ 3,121,293             $   1,798,620
         Due to Employees                                                            --                   108,723
         Debenture                                                              545,000                    50,000
         Due to Related Parties                                                 832,401
         Stock to be issued for Cash/Services                                 1,087,831
         Media and A/R Loans Payable                                          5,138,069
         Deferred Revenue                                                     2,513,657                    38,162

                                                                            -----------             -------------
                   Total Current Liabilities                                 13,238,251                 1,995,505
                                                                            -----------             -------------
LONG-TERM LIABILITIES
       Convertible Debenture                                                         --                   600,000
                                                                            -----------             -------------

         TOTAL LIABILITIES                                                   13,238,251                 2,595,505
                                                                          -------------             -------------

STOCKHOLDERS' EQUITY
       Preferred Stock: $.001 par value, 10,000,000
         shares authorized; shares issued and outstanding: 8,100,000
         at 3/31/01 and -0- at 12/31/00                                           8,100

       Common stock: $.001 par value, 190,000,000
         shares authorized; shares issued and outstanding; 189,996,005          189,996                   172,236
         at 3/31/01 and 172,236,005 at 12/31/00

       Additional paid-in-capital                                            47,130,250                41,440,254

       Accumulated deficit                                                  (36,464,226)              (38,026,530)
       Unrealized gain on marketable securities                                  30,000                    24,000
                                                                            -----------             -------------
       Total stockholders' equity                                            10,894,120                 3,609,960
                                                                             ----------             -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $24,132,371             $   6,205,465
                                                                            ===========             =============
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>   15
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                For the three               For the three
                                                                 months ended                month ended
                                                              ------------------          ------------------
                                                                March 31, 2001               March 31, 2000
                                                                --------------               --------------
<S>                                                           <C>                         <C>
REVENUE
       Sales, net of returns and allowances
         of $725,767                                             $ 23,922,632                 $       --

COST OF SALES                                                       6,691,634                         --
                                                                 -------------                -------------

GROSS PROFIT                                                       17,230,998                         --
                                                                 -------------                -------------


OPERATING EXPENSES
       General and administrative                                   1,605,956                        1,028
       Selling and marketing                                       12,580,984
       Depreciation and amortization                                  251,310
                                                                 -------------                -------------
             Total operating expenses                              14,438,250                         1,028
                                                                 -------------                -------------


INCOME (LOSS) FROM OPERATIONS                                       2,792,748                        (1,028)

OTHER EXPENSES
       Interest expense                                               443,553                             0
       Discount expense                                               786,891                             0
                                                                 -------------                -------------
            Total other expenses                                    1,230,444                             0
                                                                 -------------                -------------

INCOME BEFORE INCOME TAXES                                          1,562,304                        (1,028)

PROVISION FOR INCOME TAXES                                                  0                             0
                                                                 -------------                -------------

NET INCOME (LOSS)                                                $  1,562,304                        (1,028)
                                                                 =============                =============

Earnings (Loss) per share:
       Basic                                                     $       0.01                         --
       Diluted                                                   $       0.01                         --

Weighted Average Shares Outstanding:
       Basic                                                      189,206,671                    12,841,353
       Diluted                                                    209,285,658                    12,841,353
</TABLE>


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

<PAGE>   16
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   UNAUDITED


<TABLE>
<CAPTION>
                                                                                    For the three             For the three
                                                                                     months ended              months ended
                                                                                    March 31, 2001            March 31, 2000
                                                                                    --------------            --------------
<S>                                                                                <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                                         $    1,562,304               $  (1,028)
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities
        Bad Debt and sales returns                                                        (76,796)
        Non-Cash Interest                                                                 860,891
        Depreciation and amortization                                                     251,311
        Stock to be issued                                                                502,631
        Issuance of stock options, less deferred compensation                              15,636
Changes in assets and liabilities
        Accounts receivable - trade                                                    (9,568,865)
        Subscriptions receivable                                                       (1,356,914)
        Inventory                                                                      (1,586,150)
        Prepaid Expenses                                                               (2,609,049)
        Other Assets                                                                     (316,991)
        Accounts payable and accrued expenses                                           1,322,673
        Deferred Revenue                                                                2,475,495
        Deposits                                                                         (890,090)
                                                                                   ---------------              ----------
Net cash used in operating activities                                                  (9,413,914)                 (1,028)
                                                                                   ---------------              ----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                                   (55,418)
     Capitalized Production Costs                                                        (315,774)
     Licenses and other intangibles                                                    (1,800,000)
                                                                                   ---------------              ----------
Net Cash used in investing activities                                                  (2,171,192)                      --
                                                                                   ---------------              ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of debt                                                     6,570,470
     Payments on debt                                                                     472,045
     Proceeds from stock to be issued                                                     585,200
     Sale of common stock                                                               3,364,984
                                                                                   ---------------              ----------
Net cash provided by financing activities                                              10,992,699                       --
                                                                                   ---------------              ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                (592,407)                 (1,028)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                             787,150                   3,855
                                                                                   ---------------              ----------

CASH AND CASH EQUIVALENTS - END OF YEAR                                            $      194,743               $   2,827
                                                                                   ===============              ==========

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


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

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES

During the three months ended March 31, 2001 the Company:

    -- 8,500,000 shares were to be issued in March for the purchase of the
       J Group skin care license.

    -- 32,888 shares were to be issued in March for public relation services.

    -- 14,400,000 shares were issued on January 4, 2001 to relieve a note
       payable of $600,000.

<PAGE>   17
                                 Infotopia, Inc.
                          Notes to Financial Statements
                 For the Three Month Period Ended March 31, 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 in September
            11, 1997. The company was acquired by its parent company, National
            Boston Medical, Inc. ("Parent"), in a share exchange agreement
            executed on November 21, 1998.

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

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

      b)    Nature of Operations

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

      c)    Use of Estimates

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

      d)    Revenue Recognition

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

      e)    Cash and Cash Equivalents

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

      f)    Concentration of Credit Risk

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

      g)    Accounts Receivable

            For financial reporting purposes, the Company utilizes the allowance
            method of accounting for doubtful accounts. The Company performs
            ongoing credit evaluations of its customers and maintains an
            allowance for potential credit losses. The allowance is based on an
            experience factor and review of current accounts receivable.
            Uncollectible accounts are written off against the allowance
            accounts
<PAGE>   18
            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 March 31, 2001.

      h)    Inventory

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

      i)    Property and Equipment

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

            Upon retirement or sale, the cost and related accumulated
            depreciation of the disposed assets are removed and any resulting
            gain or loss is credited or charged to operations.

      j)    Investments

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

      k)    Capitalized Production Costs

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

      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 amortized over 5 years. License
            costs are being amortized over the lives of the license agreements.

            Should events or circumstances occur subsequent to the acquisition
            of a business or purchase of a license which brings into question
            the realizable value or impairment of the related intangible asset,
            the Company will evaluate the remaining useful life and balance of
            the intangible asset and make adjustments, if required. The
            Company's principal consideration in determining an impairment
            includes the strategic benefit to the Company of the particular
            asset as measured by undiscounted current and expected future
            operating income of that specified group of assets and expected
            undiscounted future cash flows. Should an impairment be identified,
            a loss would be reported to the extent that the carrying value of
            the related intangible asset exceeds the fair value of that
            intangible asset as determined by valuation techniques available
            under the circumstances.
<PAGE>   19
      m)    Income Taxes

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

      n)    Offering Costs

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


      o)    Fair Value of Financial Instruments

            The carrying amounts of cash and cash equivalents, accounts
            receivable, accounts payable, accrued expenses and income taxes
            payable approximate fair value due to the relatively short maturity
            of these instruments. The fair value of long-term borrowings was
            determined based upon interest rates currently available to the
            Company for borrowings with similar terms. The fair value of
            long-term borrowings approximates the carrying amounts at March 31,
            2001.

      p)    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.

      q)    Stock-Based Compensation

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

NOTE 2 - PREPAID EXPENSES

         Prepaid expenses are summarized as follows:

<TABLE>
<CAPTION>
                                                               Mar 31, 2001
                                                               ------------
<S>                                                            <C>
      Prepayment for inventory                                  $      850
      Advertising                                                  400,000
      Legal and professional services                              196,865
      Media -- future revenue                                      928,885
      Media -- deferred revenue                                  1,350,500
                                                                ----------
           Total prepaid expenses and other current assets      $2,877,100
                                                                ==========
</TABLE>

NOTE 3 - INVESTMENTS IN MARKETABLE SECURITIES

      The investments at March 31, 2001 available for sale are as follows:

<TABLE>
<CAPTION>
                                                  Cost           Market Value
                                                  ----           ------------
<S>                                            <C>                <C>
    Millennium Direct, Inc. Common Stock       $ 150,000          $ 180,000
                                               =========          =========
</TABLE>

<PAGE>   20
<TABLE>
<S>                                            <C>                <C>
         Net Unrealized Gain                                         30,000
                                                                     ======
</TABLE>


NOTE 4 - PROPERTY AND EQUIPMENT

            Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                                Mar 31, 2001
                                                                ------------
<S>                                                             <C>
      Production molds                                            $298,941
      Computer equipment and software                              223,209
      Furniture and office equipment                                28,425
                                                                    ------
                                                                  $550,575
      Less: accumulated depreciation and amortization              273,339
                                                                   -------
      Property and equipment, net                                 $277,236
                                                                  ========
</TABLE>

      Depreciation expense for the quarter ended March 31, 2001 was $17,955.

NOTE 5 - CAPITALIZED PRODUCTION COSTS

      Capitalized production costs are summarized as follows:

<TABLE>
<CAPTION>
                                                               Mar 31, 2001
                                                               ------------
<S>                                                            <C>
      Total Tiger                                               $  339,951
      Prostate-Osteo                                               440,690
      Medicus Dual 2000                                             63,466
      Cathi Graham                                                  40,000
      Rejuvicare                                                    11,000
      Facial Spa                                                    29,475
      Robert Allen                                                  20,000
      Cooking Saddle                                                20,000
      Spud Whiz                                                     41,667
                                                                ----------
                                                                $1,006,249
      Less:  accumulated amortization                                    0
                                                                ----------
      Capitalized production costs, net                         $1,006,249
                                                                ----------
</TABLE>

      Production cost amortization for the quarter ended March 31, 2001 was $0.

NOTE 6 - INTANGIBLES

         Intangibles are summarized as follows:

<TABLE>
<CAPTION>
                                                                Mar 31, 2001
                                                                ------------
<S>                                                             <C>
      Goodwill                                                  $  880,277
      Bun & Thigh License                                        2,770,000
      Prosteo License                                               84,000
      J. Group - skin care line                                    797,300
      Provida License                                              300,000
                                                                ----------
                                                                $4,831,577
      Less: accumulated amortization                               552,325
      Total intangibles - net                                   $4,279,252
                                                                ==========
</TABLE>

      Amortization expense for the quarter ended March 31, 2001 was $233,355.

NOTE 7 - ACCOUNTS PAYABLE
<PAGE>   21
      Accounts payable and accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                                               Mar 31, 2001
                                                               ------------
<S>                                                            <C>
      Accounts payable - regular trade                          $  287,216
      Accrued liabilities - regular trade                          206,119
      Accrued liabilities related to Torso Tiger Agreement          63,085
      Accrued liabilities related to Total Tiger Agreement         146,669
      Accrued liabilities related to Bun & Thigh Agreement         972,515
      Accounts payable related to Bun & Thigh Agreement          1,445,689
                                                                ----------
           Total                                                $3,121,293
                                                                ==========
</TABLE>

NOTE 8 - DEFERRED REVENUE

      Deferred revenue at March 31, 2001 is summarized as follows:

<TABLE>
<S>                                                             <C>
      Bun & Thigh                                               $1,769,070
      Total Tiger                                                  666,081
      Medicus                                                       78,506
                                                                ----------
           Total Deferred Revenue                               $2,513,657
                                                                ==========
</TABLE>


NOTE 9 - DUE TO RELATED PARTIES

This account consists of the following:

Short Term Note Payable to Stockholders
           Daniel Hoyng                                           $100,000
           Ernest Zavoral                                          100,000
           Marek Lozowicki                                          50,000
Short Term Media/Inventory Funding Loans
           Daniel Hoyng                                           $209,067
           Marek Lozowicki                                         186,667
           Ernest Zavoral                                          186,667
                                                                  --------
TOTAL DUE TO RELATED PARTIES                                      $832,401
                                                                ==========

NOTE 10 - INCOME TAXES

      At March 31, 2001, the Company had net carry-forward losses of
      approximately $36,000,000. 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>
<S>                                                          <C>
      Deferred Tax Assets
           Loss Carry-forwards                               $ 12,184,094
           Less: Valuation allowance                          (12,184,094)
                                                             ------------
      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.

<PAGE>   22
NOTE 11 - GOING CONCERN

      The accompanying financial statements have been prepared assuming the
      Company will continue as a going concern. As of March 31, 2001 the company
      has an accumulated deficit of $35,674,705 and a current profit of
      $1,562,304. 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 12 - CAPITAL STOCK TRANSACTIONS

      On January 4, 2001, 12,000,000 shares of Infotopia, Inc. common stock were
      issued to Altea Investments (as collateral, held in escrow by Bondy &
      Schloss) upon conversion of a promissory note in the principal amount of
      $600,000.

      On January 4, 2001, 3,360,000 shares were purchased by officers of the
      Company for a total value of $210,000 (as allowed by their employment
      agreements).

      On March 14, 2001, the Company sold 2,000,000 shares of its Series A
      Convertible Preferred Stock, at $1.40 per share for a total value of
      $2,800,000.

      On March 14, 2001, the Company sold 6,100,000 shares of its Series B
      Convertible Preferred Stock, at $0.00164 per share for a total value of
      $10,004.

NOTE 13 - SUBSEQUENT EVENTS

      On April 2, 2001, 1,900,000 shares of preferred series A convertible stock
      valued at $2,375,000 were issued to directors, officers, and employees of
      the Company, replacing common stock requirements in their employment
      agreements. These shares were subsequently converted on April 11, 2001
      into 38,000,000 shares of Infotopia, Inc. common stock. The preferred
      shares were returned to treasury.

      On April 5, 2001, the Company purchased all of the issued and outstanding
      shares of common stock (14,988,614) of National Boston Medical, Inc., a
      Delaware corporation, from National Boston Medical, Inc., a Nevada
      corporation. The total purchase price was $500,000.

      On April 10, 2001, the Company entered into a consulting agreement with
      Jane Schub and Julius Eulberg for a term of five years.

      On April 11, 2001, 8,053,057 shares of Infotopia, Inc. common stock valued
      at $496,344 were issued to employees per their employment agreements.

      On April 11, 2001, 3,000,000 shares of Infotopia, Inc. common stock valued
      at $240,000 were issued to Bondy & Schloss, LLP for legal services
      rendered.

      On April 11, 2001, 3,000,000 shares of Infotopia, Inc. common stock valued
      at $240,000, of which $877 was accrued in March,  were issued to Pali
      Financial Group, Inc. for consulting services.


<PAGE>   23
      On April 11, 2001, 3,000,000 shares of Infotopia, Inc. common stock valued
      at $240,000, of which $877 was accrued in March,  were issued to KMI, Inc.
      for investor relation services.

      On April 11, 2001, 3,000,000 shares of Infotopia, Inc. common stock valued
      at $240,000, of which $877 was accrued in March,  were issued to RMK
      Investments, Inc. for consulting services.

      On April 11, 2001, Gorda Private Investments, Ltd. converted 714,286
      shares of their Series B Preferred convertible stock into 14,285,714
      shares of Infotopia, Inc. common stock for $1,000,000.

      On April 11, 2001, Thomson Kernaghan converted 2,000,000 shares of their
      Series A Preferred convertible stock into 40,000,000 shares of Infotopia,
      Inc. common stock for $2,800,000.

      On April 11, 2001, 10,000,000 shares of Infotopia, Inc. common stock were
      purchased by Thomson Kernaghan at $.07 per share for a subscription
      agreement for $700,000.

      On April 11, 2001, 3,300,000 shares of Infotopia, Inc. common stock were
      purchased by Thomson Kernaghan at $.10 per share for $330,000.

      On April 11, 2001, 300,000 shares of Infotopia, Inc. common stock were
      purchased by Thomson Kernaghan at $.10 per share for $30,000.

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

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

      On April 11, 2001, 19,200,000 shares were issued to Classic Art Forms,
      Ltd. upon conversion of a promissory note in the principal amount of
      $600,000 and the exercise of a warrant to purchase additional shares of
      common stock.

      On April 11, 2001, 8,500,000 shares of common stock were issued to J Group
      Holdings for the license rights to the "Jules & Jane", "Bubbe Best" and
      "Skindom" skin products to be applied against advance royalties due of
      $500,000.

      On April 15, 2001, the Company entered into a consulting agreement with I
      Net Financial Management, Ltd. for the identification of potential merger
      candidates.

      On April 18, 2001, the Company entered into a Financial Service Consulting
      Agreement with Cogent Capital Corporation for financial consulting
      services.

      On April 18, 2001, the Company entered into a Financial Service Consulting
      Agreement with Gregory L. Kofford for financial consulting services.
<PAGE>   24
            On April 24, 2001, the Company (lender) entered into a Loan
            Agreement with Buyersonline.com, Inc. (debtor) for an aggregate
            principal amount of $500,000 with a maturity of eight months at an
            interest rate of 2% above the prime lending rate. The Company
            plans to enter into a strategic marketing relationship with
            Buyersonline.com, Inc.

            On April 26, 2001, the Company executed a letter of intent with
            EntrePort Corporation.

            On April 30, 2001, certain officers, directors and employees
            exercised their options into 25,745,379 shares of Infotopia, Inc.
            common stock at an exercise price in the aggregate of $1,609,086.

            On May 1, 2001, Gorda Private Investments, Ltd. converted 1,140,000
            shares of their Series B preferred convertible stock into 22,800,000
            shares of Infotopia, Inc. common stock for $900,000.