<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 organization)                               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

                         INFOTOPIA, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

<Table>
                                                                    At                  At
                                                              March 31, 2001     December 31, 2000
                                                               (UNAUDITED)
<S>                                                          <C>                 <C>
CURRENT ASSETS
     Cash and cash equivalents                                 $   194,742          $  787,150
     Accounts receivable -- net of 513,231 and $141,458          8,405,298             934,392
     Inventory                                                   2,168,047             418,689
     Loan Receivable                                               200,000                  --
     Subscription Receivable                                     1,356,914                  --
     Prepaid expenses and other current assets                   2,686,892             268,051
     Employee Advances                                              73,754              65,485
     Investments in marketable securities, at fair value           180,000             174,000
                                                                ----------           ---------
          Total current assets                                  15,265,647           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 $1,168,797 and $318,970                   11,237,780           2,415,307
     Deposits                                                    1,102,233             212,143
                                                               -----------          ----------
          TOTAL ASSETS                                         $28,889,145          $6,205,465
                                                               ===========          ==========
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>   3
                         INFOTOPIA, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                        At                  At
                                                  March 31, 2001   December 31, 2000
                                                  --------------   -----------------
                                                   (UNAUDITED)
<S>                                               <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses          $ 1,741,526       $  1,798,620
     Due to Employees                                         -            108,723
     Debentures                                         545,000             50,000
     Short Term Note Payables to Stockholders           832,401                  -
     License Agreement Payable                        6,535,584                  -
     Stock to be issued for Cash/Services             1,087,831                  -
     Media & A/R Loans Payable                        5,138,068                  -
     Deferred Revenue                                 2,513,659             38,162
                                                    -----------       ------------
          Total Current Liabilities                  18,394,069          1,995,505
                                                    -----------       ------------

LONG-TERM LIABILITIES
     Convertible Debenture                                    -            600,000
                                                    -----------       ------------
          TOTAL LIABILITIES                          18,394,069          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: 189,996,000 at 3/31/01
      and 172,236,005 at 12/31/00                       189,996            172,236

     Additional paid-in-capital                      47,130,249         41,440,254

     Accumulated deficit                            (36,863,269)       (38,026,530)
     Unrealized gain on marketable securities            30,000             24,000
                                                    -----------       ------------
     Total stockholders' equity                      10,495,076          3,609,960
                                                    -----------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $28,889,145       $  6,205,465
                                                    ===========       ============

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>   4
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   UNAUDITED


<TABLE>
<CAPTION>
                                                           For the three months ended March 31,
                                             ------------------------------------------------------------------
                                                           2001                              2000
                                             --------------------------------  --------------------------------
<S>                                          <C>                                <C>
REVENUE
     Sales, net of returns and allowances
       of $973,993 and $115,252              $                     21,845,422   $                        807,229
$

COST OF SALES                                                       6,218,566                            266,650
                                             --------------------------------   --------------------------------

GROSS PROFIT                                                       15,626,856                            540,579
                                             --------------------------------   --------------------------------

OPERATING EXPENSES
     General and administrative                                     1,171,881                          1,502,721
     Selling and marketing                                         10,935,247                            839,935
     Depreciation and amortization                                    867,782                            135,570
                                             --------------------------------   --------------------------------
          Total operating expenses                                 12,974,910                          2,478,226
                                             --------------------------------   --------------------------------

INCOME (LOSS) FROM OPERATIONS                                       2,651,946                         (1,937,647)

OTHER EXPENSES
     Interest expense                                                 701,794                             95,302
     Discount expense                                                 786,891
                                             --------------------------------   --------------------------------
          Total other expenses                                      1,488,685                             95,302

INCOME (LOSS) BEFORE INCOME TAXES                                   1,163,261                         (2,032,949)

INCOME TAXES                                                                -                                -
                                             --------------------------------   --------------------------------

NET INCOME (LOSS)                            $                      1,163,261                         (2,032,949)
                                             ================================   ================================
Earnings (Loss) per share:
     Basic                                   $                           1.23   $                             -
                                             ================================   ================================
     Diluted                                 $                           1.11   $                             -
                                             ================================   ================================
Weighted Average Shares Outstanding:
     Basic                                                            946,033                                 -
                                             ================================   ================================
     Diluted                                                        1,046,428                                 -
                                             ================================   ================================


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

</TABLE>
<PAGE>   5
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                                   UNAUDITED


<Table>
<Caption>
                                                                         At                At
                                                                    March 31, 2001   March 31, 2000
                                                                    --------------   --------------
<S>                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss)                                                     $  1,163,261     $(2,032,949)
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities
          Bad debt and sales returns                                       371,773          22,530
          Non-cash interest                                                860,891              --
          Depreciation and amortization                                    867,783         135,570
          Stock to be issued                                               502,631              --
          Issuance of stock options, less deferred compensation             15,636              --
Changes in assets and liabilities
          Accounts receivable - trade                                   (7,842,680)         43,286
          Subscriptions receivable                                      (1,356,914)             --
          Inventory                                                     (1,749,358)         94,560
          Prepaid expenses                                              (2,418,841)        837,366
          Other assets                                                    (316,991)             --
          Due to affiliates                                                     --      (1,121,316)
          Accounts payable and accrued expenses                            (57,094)      1,895,616
          License agreements payable                                     6,535,584              --
          Deferred revenue                                               2,475,496         213,309
          Deposits                                                        (890,090)             --
                                                                       -----------      ----------
Net cash (used in) provided by  operating activities                    (1,838,913)         87,972
                                                                       -----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                    (55,419)        (12,283)
     Capitalized production costs                                         (315,774)       (256,930)
     Licenses and other intangibles                                     (9,375,001)             --
                                                                       -----------      ----------
Net Cash used in investing activities                                   (9,746,194)       (269,213)
                                                                       -----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of debt                                      6,570,470          93,911
     Payments on debt                                                           --         (27,145)
     Proceeds from stock to be issued                                      585,200              --
     Sale of common stock                                                3,837,029              --
                                                                       -----------      ----------
Net cash provided by financing activities                               10,992,699          66,766
                                                                       -----------      ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 (592,408)       (114,475)

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

CASH AND CASH EQUIVALENTS - END OF YEAR                                $   194,742      $    4,579
                                                                       ===========      ==========
SUPPLEMENTAL INFORMATION:
          Interest paid                                                $   627,794              --
                                                                       ===========      ==========
          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 issued in April for the purchase of the J. Group
      skin care license for a total value of $500,000

   -- 32,888 shares were issued in April for public relation services

   -- 12,000,000 shares were issued on January 4, 2001 to relieve a note payable
      of $600,000
<PAGE>   6
                                 Infotopia, Inc.
                          Notes to Financial Statements
                   For the Three Months 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 on September 11, 1997. The company was acquired by its
                  parent company, National Boston Medical, Inc. ("Parent"), in a
                  share exchange agreement executed on November 21, 1998.

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

                  Receipts for sales that have not been shipped at the end of
                  the period presented are recorded as deferred revenue.

                  The Company maintains a provision for estimated returns and
                  allowances.

                  Securities and Exchange Commission ("SEC") Staff Accounting
                  Bulletin ("SAB") No. 101, as amended by SAB 101B, addresses
                  revenue recognition policies and is effective for the quarter
                  ending June 30, 2001. The company is already substantially in
                  compliance with SAB 101 and its adoption has no material
                  effect on the financial statements.

         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
<PAGE>   7
                  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 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.
<PAGE>   8
                  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.

         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:
<PAGE>   9
<TABLE>
<CAPTION>
                                                              March 31, 2001      December 31, 2000
                                                              --------------      -----------------
      <S>                                                     <C>                 <C>
      Prepayment for inventory                                  $      850             $163,208
      Advertising                                                  400,000                --
      Legal and professional services                              196,865               15,794
      Prepayment for Media                                       2,089,177                --
      Prepayment for royalties                                       --                  74,844
      Interest receivable                                            --                   9,205
      Taxes                                                          --                   5,000
                                                                ----------             --------
           Total prepaid expenses and other current assets      $2,686,892             $268,051
                                                                ==========             ========
</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
                                               =========          =========
    Net Unrealized Gain                                              30,000
                                                                     ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                  Cost           Market Value
                                                  ----           ------------
    <S>                                        <C>                <C>
    Millennium Direct, Inc. common stock       $ 150,000          $ 174,000
    National Boston Medical common stock         444,444                 --
                                               ---------          ---------
      Total                                    $ 594,444            174,000
                                               =========          =========
      Net Unrealized Gain                                            24,000
                                                                  =========
      Impairment Loss                                             $(444,444)
                                                                  =========
</TABLE>

NOTE 4 - PROPERTY AND EQUIPMENT

   Property and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                                               March 31, 2001     December 31, 2000
                                                               --------------     -----------------
      <S>                                                        <C>                 <C>
      Production molds                                           $298,941            $295,941
      Computer equipment and software                             223,209             163,696
      Furniture and office equipment                               28,425              35,519
                                                                 --------            --------
                                                                 $550,575            $495,156

      Less: accumulated depreciation and amortization              273,339            255,383
                                                                  --------           --------
      Property and equipment, net                                 $277,236           $239,773
                                                                  ========           ========
</TABLE>



   Depreciation expense for the quarters ended March 31, 2001 and 2000 was
   $17,955 and $91,557 respectively.

NOTE 5 - CAPITALIZED PRODUCTION COSTS

         Capitalized production costs are summarized as follows:
<TABLE>
<CAPTION>
                                                              March 31, 2001      December 31, 2000
                                                              --------------      -----------------
      <S>                                                     <C>                 <C>
      Total Tiger                                               $  339,951           $ 350,000
      Prostate-Osteo                                               440,690             250,000
      Medicus Dual 2000                                             63,466              10,000
      Cathi Graham                                                  40,000              20,000
      Rejuvicare                                                    11,000              11,000
      Facial Spa                                                    29,475              29,475
      Robert Allen                                                  20,000              20,000
</TABLE>
<PAGE>   10
<TABLE>
<CAPTION>
      <S>                                                       <C>                  <C>
      Cooking Saddle                                                20,000              --
      Spud Whiz                                                     41,667              --
                                                                ----------           --------
                                                                $1,006,249           $690,475

      Less:  accumulated amortization                                   --              --
                                                                ----------           --------
      Capitalized production costs, net                         $1,006,249           $690,475
                                                                ==========           ========
</TABLE>

      Production cost amortization for the quarters ended March 31, 2001 and
      2000 were $0 and $0, respectively.

NOTE 6 - INTANGIBLES

         Intangibles are summarized as follows:
<TABLE>
<CAPTION>
                                                             March 31, 2001       December 31, 2000
                                                             --------------       -----------------
      <S>                                                    <C>                  <C>
      Goodwill                                                 $   880,277           $  880,277
      Bun & Thigh License                                       10,345,000            1,770,000
      Prosteo License                                               84,000               84,000
      J. Group - skin care line                                    797,300                 --
      Provida License                                              300,000                 --
                                                               -----------           ----------
                                                               $12,406,577           $2,734,277

      Less: accumulated amortization                             1,168,797              318,970
                                                               -----------           ----------
      Total intangibles - net                                  $11,237,780           $2,415,307
                                                               ===========           ==========
</TABLE>



         Amortization expense for the quarters ended March 31, 2001 and 2000
         was $849,827 and $44,013, respectively.

NOTE 7 - ACCOUNTS PAYABLE

         Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                                              March 31, 2001      December 31, 2000
                                                              --------------      -----------------
      <S>                                                     <C>                 <C>
      Accounts payable - regular trade                          $  273,233           $1,253,202
      Accrued liabilities - regular trade                          220,102              545,418
      Accrued liabilities - Product                              1,057,723                 --
      Sales Tax Payable                                            190,468                 --
                                                                ----------           ----------
           Total                                                $1,741,526           $1,798,620
                                                                ==========           ==========
</TABLE>

NOTE 8 - LICENSE AGREEMENT PAYABLES

         As of March 31, 2001, the Company owed an aggregate amount of
         $6,535,584 to Lohan Medic, LLC and Infomercial Management Corporation
         for certain non-contingent payments associated with the licensing
         rights of the Body By Jake Bun & Thigh Product. All amounts are
         payable by December 31, 2001.

NOTE 9 - DEFERRED REVENUE

         Deferred revenue is summarized as follows:
<TABLE>
<CAPTION>
                                                              March 31, 2001      December 31, 2000
                                                              --------------      -----------------
      <S>                                                     <C>
      Bun & Thigh                                               $1,769,070             38,162
      Total Tiger                                                  666,081               --
      Medicus                                                       78,508               --
                                                                ----------            -------
           Total Deferred Revenue                               $2,513,659            $38,162
                                                                ==========            =======
</TABLE>
<PAGE>   11
NOTE 10 - DUE TO RELATED PARTIES

This account consists of the following:

<TABLE>
<CAPTION>
                                                              March 31, 2001      December 31, 2000
                                                              --------------      -----------------
<S>                                                           <C>                 <C>
Short Term Note Payable to Stockholders
           Daniel Hoyng                                           $100,000            $ 71,767
           Ernest Zavoral                                          100,000              36,956
           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            $108,723
                                                                  ========            ========
</TABLE>

NOTE 11 - INCOME TAXES


         At March 31, 2001, the Company had net carry-forward losses of
         approximately $37,000,000. 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                               $ 12,522,539
           Less: Valuation allowance                          (12,522,539)
                                                             ------------
      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.

         22

NOTE 12 - 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 $36,863,269 and a current profit
         of $1,163,261. Based upon the Company's plan of operation, the Company
         anticipates that existing resources, together with funds generated from
         operations, will generate sufficient funds to fund the Company's
         working capital.

NOTE 13 - CAPITAL STOCK 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.

<PAGE>   12
         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.

         On June 25, 2001, the Company affected a reverse split of its common
         shares at a ratio of 200:1. As such, the reported earnings per share in
         and weighted average share amounts (basic and diluted) for the three
         months ended March 31, 2001 and 2000 have been adjusted to reflect the
         200:1 reverse split.

NOTE 14 - 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 38,000,020 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 the Company entered into a short-term note receivable
         with Daniel Hoyng for $852,528 for the purpose of providing funds to
         exercise options. On July 10, 2001 Daniel Hoyng repaid his loan by
         returning to the treasury 306,665 shares of Infotopia, Inc. common
         stock valued at $852,528.

         On April 11, 2001 the Company entered into a short-term note receivable
         with Ernest Zavoral for $694,174 for the purpose of providing funds to
         exercise options. On July 10, 2001 Ernest Zavoral repaid his loan by
         returning to the treasury 249,703 shares of Infotopia, Inc. common
         stock valued at $694,174.

         On April 11, 2001 the Company entered into a short-term note receivable
         with Marek Lozowicki for $525,554 for the purpose of providing funds to
         exercise options. On July 10, 2001 Marek Lozowicki repaid his loan by
         returning to the treasury 189,048 shares of Infotopia, Inc. common
         stock valued at $525,554.

         On April 11, 2001 the Company entered into a short-term note receivable
         with Clinton Smith for $79,005 for the purpose of providing funds to
         exercise options. On July 10, 2001 Clinton Smith repaid his loan by
         returning to the treasury 28,419 shares of Infotopia, Inc. common stock
         valued at $79,005.

         On Arpil 11, 2001 loans in the amount of $102,086 were extended to
         various employees for the purpose of exercising their options.

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

         On April 11, 2001, 9,000,000 shares of Infotopia, Inc. common stock
         valued at $720,000, of which $2,631 was accrued in March, were issued
         for consulting services.
<PAGE>   13
         On April 11, 2001, Gorda Private Investments, Ltd. converted 1,607,143
         shares of their Series B Preferred convertible stock into 32,142,857
         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 a previous investment of $2,800,000.

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

         On April 11, 2001, 3,600,000 shares of Infotopia, Inc. common stock
         were purchased at $.09per share for $330,000.

         On April 11, 2001 1,276,000 shares of Infotopia, Inc. common stock were
         purchased at $.20 per share for a subscription agreement for a total
         investment of $255,200.

         On April 11, 2001 10,371,428 were issued for the conversion of a
         $600,000 convertible debenture held by Altea Investments LTD.

         On April 11, 2001 19,200,000 shares of Infotopia, Inc. common stock
         were purchased at $0.03125 per share for a subscription agreement for a
         total investment of $600,000.

         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.

         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 11, 2001 certain officers, directors and employees exercised
         their options into 36,053,527 shares of Infotopia, Inc. common stock
         for a total price of $2,253,345.

         On April 11, 2001 certain employees, directors and employees were
         issued 10,000,000 shares of Infotopia, Inc. common stock per their
         employment agreements.

         On May 1, 2001 Gorda Private Investments, Ltd. converted 909,091 shares
         of their preferred series B convertible stock into 18,181,818 shares of
         Infotopia, Inc. common stock for $900,000.
<PAGE>   14
         On May 10, 2001 Gorda Private Investments, Ltd. converted 1,261,905
         shares of their preferred series B convertible stock into 25,238,095
         shares of Infotopia, Inc. common stock for $530,000.

         On May 17, 2001 Gorda Private Investments, Ltd. converted 1,142,857
         shares of their preferred series B convertible stock into 22,857,142
         shares of Infotopia, Inc. common stock for $480,000.

         On May 23, 2001 Gorda Private Investments, Ltd. converted 1,179,004
         shares of their preferred series B convertible stock into 23,580,088
         shares of Infotopia, Inc. common stock for $448,162.

         On June 1, 2001 588,624,733 shares of Infotopia, Inc. common stock were
         purchased at $.00634 per share for a subscription agreement for a total
         investment of $3,732,346.

         On June 25, 2001 1,860,000 (Post Reverse Split) shares of Infotopia,
         Inc. common stock were purchased at $1.04838 per share for a
         subscription agreement for a total investment of $1,950,000.

         On June 29, 2001 3,000,000 (Post Reverse Split) shares of Infotopia,
         Inc. common stock were issued for legal services.

         On June 29, 2001 5,000,000 (Post Reverse Split) shares of Infotopia,
         Inc. common stock were issued for consulting services.

         On July 10, 2001 certain officers and directors exercised their options
         into 37,500  (Post Reverse Split) shares of Infotopia, Inc. common
         stock. Of this amount 14,029 shares of Infotopia, Inc. common stock
         were retired to treasury to pay for the options. 3,869 shares of
         Infotopia, Inc. common stock were also retired to treasury to pay for
         loans owed to the company by officers and directors.

         On July 10, 2001 Infotopia, Inc. entered into a long-term loan
         receivable with an employee for $50,000.

         On July 13, 2001 1,700,000 (Post Reverse Split) shares of Infotopia,
         Inc. common stock were purchased at $.588 per share for a subscription
         agreement for a total investment of $1,000,000.

         On July 17, 2001 Infotopia, Inc. has entered into a contract with
         TriStar Products to handle the retail and international launch of its
         hit infomercial product, the Total Tiger.

         On July 20, 2001 125,000 (Post Reverse Split) shares of Infotopia,
         Inc. common stock were issued for legal services.

         On July 20, 2001 2,740 (Post Reverse Split) shares of Infotopia, Inc.
         common stock were issued for the Crouching Tiger license rights.

         On July 20, 2001 15,000 (Post Reverse Split) shares of Infotopia, Inc.
         common stock were issued for consulting services.

         On July 23, 2001 Infotopia, Inc. entered into a Letter of Intent with
         Infomercial Management Corporation ("IMC"), Modern Interactive
         Technology, Inc. ("MIT") and their principals, providing Infotopia,
         Inc. with, among other things, an exclusive option to acquire one
         hundred percent (100%) of the issued and outstanding shares of common
         stock of IMC and MIT.








<PAGE>   15
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>   16

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. This
Agreement was subsequently amended effective April 1, 2001.

         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. This Agreement
was subsequently amended January 1, 2001.

        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
<PAGE>   17
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.

        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.
<PAGE>   18
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2000.

NET INCOME

Net income for the first three months of 2001 was $1,163,261 compared to a loss
of ($2,032,949) for the first three months of 2000. The increase in net income
was attributed to the implementation of the Company's growth strategy to acquire
and develop new products and aggressively markets those products to the public.
These efforts resulted in significantly higher revenue and improvement in the
results of operations.

REVENUES

During the first three months of 2001, the Company's gross revenues were
$22,819,415 compared to $922,481 for the first three months of 2000 (an increase
of $21,896,934). Net sales were $21,845,422 compared to $807,229 (an increase of
$21,038,193). The increases from the prior year were primarily attributed to the
implementation of the Company's growth strategy and aggressive marketing efforts
for the Body by Jake Bun and Thigh Rocker product, which generated the majority
of the Company's revenue for the first three months of 2001 (gross revenue of
$21,626,016).

COST OF SALES

The Company's cost of sales of $266,650 for the first three months of 2000
increased $5,951,916 for the comparable period in 2001 to $6,218,566. The
increase in the cost of sales was principally associated with the increase in
sales of the Body by Jake Bun and Thigh Rocker.

OPERATING EXPENSES

Operating expenses for the first three months of 2001 were $12,974,910 as
compared to $2,478,226 for the first three months of 2000 (an increase of
$10,496,684). The significant increase in operating expenses was primarily due
to greater selling and marketing expenses and to a lesser extent, an increase in
depreciation and amortization expense.

Selling and marketing expenses of $10,935,247 increased by $10,095,312 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. For the
first three months of 2001, the Company incurred media expenses of $6,955,370
compared with $400,675 incurred for the first three months of 2000.

The Company's depreciation and amortization expenses increased $732,212 from the
comparable period to $867,782. This increase was primarily attributed to
amortization expenses associated with capitalized licensing rights.
<PAGE>   19
General and administrative expenses for the first three months of 2001 were
$1,171,881 as compared to $1,502,721 for the first three months of 2000 (a
decrease of $330,840). The decrease from the previous period was primarily
attributed to the significant costs in incurred in the previous period that
pertained to professional services in establishing the Company as a public
entity.

INCOME FROM OPERATIONS

The Company's income from operations was $2,651,946 for the three months ended
March 31, 2001 as compared with a loss of ($1,937,647) for the three months
ended March 31, 2000. The increase in income from operations reflects the
strategies implemented by the Company's management team to generate
significantly higher revenue and improve the results from operations.

OTHER INCOME AND EXPENSES AND EXTRAORDINARY ITEMS

Other expenses for the three months ended March 31, 2001 consisted of discount
expense of $786,891 and interest expense of $701,794. For the period ended March
31, 2000, other expenses consisted solely of interest expense ($95,302). During
the first three months of 2001, the Company recognized $786,891 of discount
expense due to embedded beneficial conversion features associated with
convertible notes. The interest expense recognized by the Company was primarily
associated with loans to fund the purchase of media time.

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 March 31, 2001,
the Company had working capital (current assets less current liabilities) of
($3,128,422) as compared with working capital at December 31, 2000 of $652,262.
This decrease was primarily attributed to an increase in license agreements
payable and is deemed to be a temporary situation. Although the Company
anticipates being able to meet its cash needs during the next nine months, it
may seek to issue corporate debt or equity securities in the event there are not
enough internally generated resources to satisfy the Company's significant cash
needs for the development of infomercials and other capital expenditures to
expand the business and build the necessary infrastructure. Any debt incurred or
issued by the Company may be secured or unsecured, at fixed or variable rates of
interest and may be subject to such terms as the Company's board of directors
deems prudent. Any sales of equity securities may be at or below current market
rates for the Company's common stock. The Company expects any proceeds from such
additional credit or sale of securities to be used primarily in the marketing
and development of its product lines.

The Company does not believe that its business is subject to seasonal trends. In
addition, the Company does not believe that its business is subject to
inflationary pressures nor has any such pressures had a significant impact on
the Company's results of operations for the period presented. Furthermore, on an
ongoing basis, the Company attempts to minimize any effects of inflation on
its operating results by controlling operating costs, and when possible, seeking
to ensure product prices reflect increases in costs due to inflation.


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
<PAGE>   20
(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 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.
<PAGE>   21
        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.

        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 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 38,000,020 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 for legal services rendered.

        On April 11, 2001, 9,000,000 shares of the Company's common stock valued
at $720,000 were issued for consulting services.

          On April 11, 2001, Gorda Private Investments, Ltd. converted 1,607,143
shares of their Series B preferred convertible stock into 32,142,857 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 a previous investment of $2,800,000.

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

        On April 11, 2001, 3,600,000 shares of Infotopia, Inc. common stock were
purchased at $.09 per share for $330,000.

        On April 11, 2001, 1,276,000 shares of common stock were purchased at
$0.20 For a total investment of $255,200.

        On April 11, 2001, 10,371,428 shares of common stock were issued for the
conversion of a $600,000 convertible debenture held by Altea Investments, Ltd.

        On April 11, 2001, 19,200,000 shares of Infotopia, Inc common stock were
purchased at $0.03125 per share for a subscription agreement for a total
investment of $600,000

        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 11, 2001 certain employees and directors were issued
10,000,000 shares of Infotopia, Inc. common stock per their employment
agreements.

         On April 11, 2002 the Company entered into a short-term note
receivable with Daniel Hoyng for $852,528 for the purpose of providing funds to
exercise options. On July 10, 2001 Daniel Hoyng repaid his loan by returning to
the treasury 306,665 shares of Infotopia, Inc. common stock to valued at
$852,528.

         On April 11, 2001 the Company entered into a short-term note receivable
with Ernest Zavoral for $694,174 for the purpose of providing funds to exercise
options. On July 10, 2001 Ernest Zavoral repaid his loan by returning to the
treasury 249,703 shares of Infotopia, Inc. common stock valued at $694,174.

         On April 11, 2001 the Company entered into a short-term note receivable
with Marek Lozowicki for $525,554 for the purpose of providing funds to exercise
options. On July 10, 2001 Marek Lozowicki repaid his loan by returning to the
treasury 189,048 shares of Infotopia, Inc. common stock valued at $525,554.

         On April 11, 2001 the Company entered into a short-term note receivable
with Clinton Smith for $79,005 for the purpose of providing funds to exercise
options. On July 10, 2001 Clinton Smith repaid his loan returning to the
treasury 28,419 shares of Infotopia, Inc. common stock valued at $79,005.

         On April 11, 2001 loans in the amount of $102,086 were extended to
various employees for the purpose of exercising their options.

         On May 1, 2001 Gorda Private Investments, Ltd. converted 909,091
shares of their preferred series B convertible stock into 18,181,818 shares of
Infotopia, Inc. common stock for $900,000.

<PAGE>   22
         On May 10, 2001 Gorda Private Investments, Ltd. converted 1,261,905
shares of their preferred series B convertible stock into 25,238,095 shares of
Infotopia, Inc. common stock for $530,000.

         On May 17, 2001 Gorda Private Investments, Ltd. converted 1,142,857
shares of their preferred series B convertible stock into 22,857,142 shares of
Infotopia, Inc. common stock for $480,000.

         On May 23, 2001 Gorda Private Investments, Ltd. converted 1,179,004
shares of their preferred series B convertible stock into 23,580,088 shares of
Infotopia, Inc. common stock for $448,162.

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.

Item 6.  Exhibits and Reports on Form 8-K

<TABLE>
<S>            <C>

EXHIBIT
NUMBER         DESCRIPTION
------         -----------

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>   23
                                   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)


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


                         By:/S/ Gregory Kofford
                            -------------------------------------------------
                             Gregory Kofford, Chief Financial Officer




                         October 2, 2001