<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 Form 10-KSB/A

Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934,
                  for the fiscal year ended December 31, 2000.

                 Name of Small Business Issuer: Infotopia, Inc.

              State or Other Jurisdiction of Incorporation: Nevada

                   IRS Employer Identification No.:95-4685068
                            Commission No.: 000-25157

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

         Issuer's Telephone Number, Including Area Code: (508) 884.9900

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

         Common Stock, par value $.001          NASD OTC Bulletin Board

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. [X] Yes [ ] No.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB/A. [ ]

Issuer's revenues for its most recent fiscal year were: $9,135,411.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold on March 15, 2001, is $23,624,500.

The number of shares outstanding of Registrant's common stock, as of March 15,
2001, is 189,996,005
<PAGE>   2
Part I

Item 1. Description of Business

         Registrant was incorporated, under the name of Flex Marketing, Inc.,
under the laws of the State of Ohio on September 11, 1997. Registrant was
acquired by, and became a wholly owned subsidiary of, National Boston Medical,
Inc. pursuant to a share exchange agreement which was executed on November 21,
1998. Subsequently, on April 25, 2000, Dr. Abravanel's Forumulas, Inc., a
corporation organized under the laws of the state of Nevada, acquired 100% of
the outstanding stock of Registrant, in exchange for stock of Dr. Abravanel's
Forumulas, Inc. As a result of this transaction, Dr. Abravanel's Forumulas, Inc.
changed its name to Infotopia, Inc., and Flex Marketing, Inc. became a wholly
owned subsidiary of Registrant.

         Registrant is in the direct marketing/direct to retail marketing
business, which encompasses the sale of various products through commercials,
infomercials, print media, radio, and the Internet. In particular, Registrant
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. Registrant receives and processes
almost all of its orders for directly marketed products through a customer
service call center or through direct online Internet orders. The orders are
routed to various "fulfillment centers" from which products are shipped directly
to the consumers. The call centers and fulfillment centers are contracted
entities.

         Registrant markets a variety of healthcare, fitness, recreation and
cooking aid products through direct marketing/direct to retail marketing.

         Registrant 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 Body Rocker (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) and the Total Tiger (an exercise product for upper and lower body).

         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.
<PAGE>   3
         On October 30, 2000, Registrant 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, Registrant entered into 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, Registrant 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, Registrant entered into a licensing agreement
with Lohan Media LLC for the Body by Jake Bun & Thigh Rocker.

         Registrant 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 Annual Report, Registrant has 16 new
products that are in various stages of development, and expects to be able to
market approximately eight products in the first and second quarters of 2001,
pending completion of the supporting infomercials.

         Registrant's industry is extremely competitive, with a number of
entities offering similar products and/or advertising through similar media.
Registrant estimates the number of competitors in the home fitness equipment
sector to be 75. Registrant is not aware of any competitors marketing products
similar to the Hot Mommies System or the Cooking Saddle through the same
marketing channels. Registrant'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 Registrant's products, including its Body Rocker and Torso Tiger products,
would adversely affect its business. Likewise, an inability to develop new and
attractive products would adversely affect Registrant's competitive position.
Registrant 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 Registrant'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 Registrant's intellectual property, Registrant is
prosecuting a patent application with the United States Patent and Trademark
<PAGE>   4
Office for the Cooking Saddle product. Registrant cannot predict at this time
whether it will be ultimately successful in securing a patent for such product.
As noted above, Registrant 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, and Lohan
Media LLC, which allow the Registrant to utilize the patent and trademark rights
of these other entities with respect to the licensed products. Registrant has
the exclusive license rights to 5 issued patents, and 7 patents that are
pending, and non-exclusive rights to 1 issued patent. Registrant, in addition,
has the exclusive license rights to 6 federally registered trademarks, and 7
trademarks for which federal registration has been sought, and non-exclusive
rights to 1 federally registered trademark.

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

Item 2. Description of Property

         Registrant's corporate offices are located at 218 Tearall Road,
Raynham, Massachusetts. The office space consists of 3,000 square feet, which
the Registrant rents for $2,700 per month, pursuant to a lease with David
Cuniff, dated May 19, 2000. Registrant has a one year lease which terminates on
June 30, 2001. Registrant anticipates moving to new office space in the near
future.

Item 3. Legal Proceedings

         On September 20, 2000, an action was commenced in the District Court of
Clark County, Nevada by Dragons Forever, Ltd., a corporation organized under the
laws of the Bahamas, against the Registrant and other parties. The claims
against Registrant are being made in Registrant's capacity as the successor
corporation to Flex Marketing, Inc. Plaintiff alleges that Flex Marketing
breached a certain Media Funding Agreement entered into by Plaintiff and Flex
Marketing on or about April 23, 1999. Plaintiff alleges that Flex Marketing did
not pay plaintiff the monies due it under such Agreement, and seeks general
damages of $10,000 and compensatory damages of $10,000 against each defendant,
and reimbursement for all legal costs incurred by the plaintiff in this suit.
Registrant intends to vigorously defend against the claims asserted in the
matter. Registrant has asserted in a responsive pleading that the plaintiff
neither has, nor can it assert, claims against Registrant, because the
plaintiff's claims are based upon a contract with National Boston Medical, Inc.,
a debtor in bankruptcy and the former parent of Registrant, and the plaintiff
has filed a proof of claim in the bankruptcy proceedings of National Boston
Medical, Inc. Discovery is continuing in this matter. Registrant cannot predict
the ultimate resolution of this proceeding.
<PAGE>   5
         On December 11, 2000, a proceeding was commenced in the State Court of
Fulton County, Georgia by Jeff Freedman against Registrant and two of its
officers. Plaintiff claims he was not fully paid royalties under an agreement he
had entered into with National Boston Medical, Inc., a debtor in bankruptcy and
the former parent of Registrant. Plaintiff seeks to recover damages in contract
and in tort. Registrant intends to vigorously defend against the claims asserted
in the matter. It is Registrant's understanding that plaintiff and National
Boston Medical, Inc. have entered into an agreement settling this claim.
Registrant asserts that plaintiff's claim is properly asserted against National
Boston Medical, Inc., and will be handled as part of that entity's bankruptcy
proceedings. Registrant cannot predict the ultimate resolution of this
proceeding.

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

         During the fourth quarter of calendar year 2000, no matters were
submitted to a vote of the security holders of the Registrant.

Part II.

Item 5. Market for Common Equity and Related Stockholder Matters

         Registrant's Common Stock, par value $.001 per share, is currently
quoted on the OTC Bulletin Board, under the symbol IFTP. Prior to April, 2000,
the stock was traded under the symbol DABV, when the Registrant was known as Dr.
Abravanel's Formulas, Inc. Please refer to Item 1., above, for a discussion of
the corporate history of Registrant.

         The following table sets forth the range of high and low closing bid
prices per share of Registrant's Common Stock, during each of the calendar
quarters identified below. (Trading commenced on October 19, 1999, and the stock
symbol was DABV until the second quarter of 2000.) These bid prices were
obtained from the National Quotation Bureau, and do not necessarily reflect
actual transaction, retail markups, markdowns or commissions. Based on the very
limited public float and trading in Registrant's Common Stock, Registrant
believes that such data in anecdotal, and may bear no relation to the true value
of Registrant's Common Stock, or the range of prices that would prevail in a
liquid market.

Quarter Ended:                   High Bid:          Low Bid

March 31, 1999                   Securities Not Listed
June 30, 1999                    Securities Not Listed
September 30, 1999               Securities Not Listed
December 31, 1999
(After October 19, 1999)         $0.0625            $0.0625
March 31, 2000                   $0.0625            $0.0625
June 30, 2000                    $0.5000            $0.0625
September 30, 2000               $0.9900            $0.0900
<PAGE>   6
December 31, 2000                $0.4844            $0.0781

         As of March 15, 2001, there were 189,996,005 shares issued and
outstanding of Registrant's common stock, par value $.001 per share.

         As of March 15, 2001, there were 47 holders of record of Registrant's
common stock, par value $.001 per share.

         Registrant, since the date of its incorporation, has not paid any
dividends on its common stock, and is unlikely to do so in the future, based on
the Registrant's financial condition and need for capital for its business plan.

         With respect to the sales of unregistered securities within the past
three years, between April, 1998 and September, 1998, Dr. Abravanel's issued
common stock in several transactions:

         Pursuant to a Technology Transfer Agreement, on April 28, 1998, Dr.
Abravanel's issued to Dr. Elliot Abravanel and Mark Delott 10,000,000 shares of
Registrant's common stock that were restricted, as such term is defined in Rule
144 promulgated under the Securities Act of 1933, in a transaction under Section
4(2) of such Act. In consideration of the issuance of these shares, Dr.
Abravanel's Formulas, Inc. acquired 100% of the rights of all of the formulas
they marketed.

         On August 26, 1998, Dr. Abravanel's issued to Dr. Elliot Abravanel and
Mark Delott 1,500,000 shares of common stock (750,000 each) in a transaction
under Rule 701 promulgated under the Securities Act of 1933, for a consideration
of $.001 per share, for a total aggregate consideration of $1,500.

         Between May and September, 1998, Dr. Abravanel's sold an aggregate of
1,341,353 shares of common stock at prices ranging from $0.01 to $0.20 per
share, for an aggregate consideration of approximately $133,000, to 30
investors. Dr. Abravanel's used the aggregate proceeds for general working
capital. These investors purchased such securities pursuant to an exemption from
registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 504
under Regulation D promulgated under such Act. There were no underwriters in
such offering, and no commissions were paid, nor discounts given to any
individual. None of the officers, directors or affiliates of Dr. Abravanel's
participated in this transaction. All purchasers executed a subscription
agreement, indicating that they have such knowledge and experience in financial
and business matters that either alone or with a purchaser's representative,
they are capable of evaluating the merits and risks of the investment. No
purchaser used a purchaser representative.

Item 6. Management's Discussion and Analysis or Plan of Operation
<PAGE>   7
The following is a discussion of certain factors affecting Registrant's results
of operations, liquidity and capital resources. You should read the following
discussion and analysis in conjunction with the Registrant's consolidated
financial statements and related notes that are included herein under Item 7
below.

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

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

OVERVIEW


Infotopia, Inc. ("Infotopia" or the "Registrant"), a Nevada corporation, is in
the direct marketing/direct to retail marketing business, which encompasses the
sale of various products through commercials, infomercials, print media, radio,
and the Internet. In particular, Registrant 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. Registrant receives and processes almost all of its orders for
directly marketed products through a customer service call center or through
direct online Internet orders. The orders are routed to various "fulfillment
centers" from which products are shipped directly to the consumers. The call
centers and fulfillment centers are contracted entities. Registrant markets a
variety of healthcare, fitness, recreation and cooking aid products through
direct marketing/direct to retail marketing. The Registrant's securities are
quoted on the Over-the-Counter Bulletin Board ("OTCBB") under the symbol IFTP.OB

The Registrant's revenues originate from the sale of the healthcare, fitness,
recreation and cooking aid products, which are described in more detail in Item
<PAGE>   8
1 of this Annual Report on Form 10-KSB. During the past year, Registrant has
significantly increased the range of its product mix and has entered into
numerous agreements (which are also described in Item 1 of this Annual Report on
Form 10-KSB) to further broaden its product mix.

The Registrant's objective is to be one of the leading direct marketing
companies in the United States. To achieve this, it will be necessary for
Registrant to expand the size of its revenues through marketing its current
products, acquiring new products to marketing, and continuing to generate
revenue through multiple revenue streams. The Registrant 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.

RESULTS OF OPERATION FOR THE TEN MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THE
TEN MONTHS ENDED DECEMBER 31, 1999.

REVENUES

During the ten months ended December 31, 2000, Registrant's net sales were
$9,135,411, as compared to $0 during the comparable period in 1999, representing
an increase of $9,135,411, and an infinite percentage. The increase during the
year was primarily attributable to the Registrant's commencement of operations,
and its 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 $3,368,601 from $0 (an infinite
percentage) for the ten months ended December 31, 2000 as compared with 1999.
The increase in the cost of goods sold during this period is principally
associated with the increase in revenues, and the fact that Registrant marketed
products in 2000, whereas it did not in 1999.

OPERATING EXPENSES

Operating expenses for the ten months ended December 31, 2000 increased to
$30,176,358 from $9,341 during 1999, or an increase of $30,167,017 (>1,000%). In
general, this substantial increase primarily was the direct result of the
Registrant having put in place a new management team, and greater selling and
marketing expenses incurred as a result of commencing operations. For the ten
months ended December 31, 2000 as compared with 1999, selling expenses increased
$5,803,977 from $0 (an infinite percentage). The increase was due to the
Registrant'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
$22,149,676 from $8,296 (>1,000%) from 1999 to 2000. This increase reflects the
<PAGE>   9
Registrant's efforts to build a new, fully-fledged management team focused on
the Registrant's growth, and the commencement of operations.

LOSS FROM OPERATIONS

The Registrant had a loss from operations of $26,735,233 for the ten months
ended December 31, 2000 as compared with a loss of $14,951 for the ten months
ended December 31, 1999. This loss was primarily attributable to the
Registrant's implementation of its new marketing and growth strategy, and the
commencement of its operations. The Registrant expects its investment in new
products and new tools to market such products to result in significantly higher
revenues in the future, with resulting improvement in results from operations.

TOTAL OTHER INCOME (EXPENSE) AND EXTRAORDINARY ITEMS

Other income for the ten months ended December 31, 2000 consisted primarily
($9,205) of interest income, was miscellaneous other income of $16,757, compared
to figures for the comparable period in 1999 of $0 and $0. Other expenses for
the ten months ended December 31, 2000 included an impairment loss of $444,444
relating certain common stock held in National Boston Medical, which is
described in Note 3 to the financial statements in Item 7 hereof. Registrant
also incurred interest expense in connection with debt financing of $1,877,620
during 2000, whereas it had no debt outstanding at December 31, 1999. These had
a significant impact on the increase of total other income (expense) of
($2,325,685) for the twelve months ended December 31, 2000, as opposed to ($0)
for the comparable period in 1999.

NET LOSS

For the ten months ended December 31, 2000, the Registrant had a loss before
income taxes of $26,735,233 as compared with $9,341 for 1999. As previously
noted, the Registrant incurred expenses in commencing operations, expanding its
product line, and in marketing its product line. This resulted in what the
Registrant believes to be a short-term loss in revenue and net income in 2000 in
exchange for a much larger revenue base and profitability in the foreseeable
future.

As described to Note 15 to the financial statements included in Item 7 of this
Annual Report on Form 10-K, the Registrant has available at December 31, 2000,
operating loss carryforwards of approximately $37,000,000, which may be applied
against future taxable income in years through 2019. The amount of and ultimate
realization of the benefits from the operating loss carryforward for income tax
purposes is dependent, in part, upon the tax laws in effect, the future earnings
of the Registrant, and other future events, the effects of which cannot be
determined. Because of the uncertainty surrounding the realization of the loss
carryforward the Registrant has established a valuation allowance equal to the
tax benefit for deferred taxes. The net deferred tax asset is
<PAGE>   10
approximately $12,580,000 as of December 31, 2000, with an offsetting valuation
allowance at December 31, 2000 of the same amount.

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, convertible debentures, and notes
payable. As of December 31, 2000, the Registrant had working capital (current
assets less current liabilities) of $652,262 as compared with working capital at
December 31, 1999 of $15,119. The Registrant may seek to issue corporate debt or
equity securities in order to satisfy its cash needs for the coming year. Any
debt incurred or issued by the Registrant may be secured or unsecured, fixed or
variable rate interest and may be subject to such terms as the board of
directors of the Registrant deems prudent. Any sales of equity securities may be
at or below current market rates for the Registrant's common
stock. The Registrant expects any proceeds from such additional credit or sale
of securities to be used primarily in the marketing and development of its
product line. No assurance can be given that the Registrant will be successful
in generating sufficient capital from new borrowings or from the sale of its
securities to adequately fund its liquidity needs.

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

The Registrant does not believe that inflation had a significant impact on the
Registrant's results of operations for the period presented. On an ongoing
basis, the Registrant 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 Registrant's
financial position or reported results of operations.

Item 7.  Financial Statements

         Reference is made to which contains the financial statements


Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         Subsequent to the Plan of Exchange dated April 25, 2000 (in which Dr.
Abravanel's Formulas, Inc. acquired the Registrant), Balmer & Nelson resigned
<PAGE>   11
as the independent accountants for Dr. Abravanel's. Balmer & Nelson had
previously audited the balance sheet of Dr. Abravanel's as of February 28, 1999
and the related statements of operations, stockholders' equity, and cash flows
for the period from April 28, 1998 (the inception of Dr. Abravanel's) through
the fiscal year ended February 28, 1999. Balmer & Nelson has not issued an
adverse opinion or a disclaimer of opinion, nor has any report during the past
year been qualified or modified as to uncertainty, audit scope, or accounting
principles.

         During Dr. Abravanel's most recent fiscal year, and any subsequent
interim period preceding the resignation of Balmer & Nelson, there were no
disagreements with Balmer & nelson on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.

         During Dr. Abravanel's most recent fiscal year, and any subsequent
interim period preceding this change in certified accountants, Balmer & Nelson
did not advise Dr. Abravenel's that: (i) the internal controls necessary to
develop reliable financial statements did not exist, (ii) that information had
come to the accountant's attention that led it to no longer be able to rely on
management's representations, or that made it unwilling to be associated with
the financial statements prepared by management, (iii) there was a need to
expand significantly the scope of its audit, or that information had come to the
attention of Balmer & Nelson during said time period, that, if further
investigated, may (a) materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report (including information that may prevent it from rendering an
unqualified audit report on those financial statements) or (b) cause it to be
unwilling to rely on management's representations or be associated with Dr.
Abravanel's financial statements, and (iv) information had come to the
accountant's attention that it had concluded materially impacted the fairness or
reliability of either (a) a previously issued audit report or the underlying
financial statements, or (b) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information that,
unless resolved to the accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements).

         On April 14, 2000, Dr. Abravanel's engaged Randy R. Simpson, CPA, P.C.,
as the new independent accountant engaged as the principal accountant to audit
Dr. Abravanel's financial statements. During Dr. Abravanel's two most recent
fiscal years, and any subsequent interim period prior to engaging Randy R.
Simpson, neither Dr. Abravanel's nor anyone on its behalf consulted Randy R.
Simpson regarding either: (i) the application of accounting principles to a
specified transaction, either completed or proposed, or (ii) the type of audit
opinon that might be rendered on Dr. Abravanel's financial statements, or (iii)
any matter which was either the subject of a disagreement (there were no
disagreements, as stated above) or a reportable event (as described in Item

<PAGE>   12
304(a)(1)(V) of Regulation S-K). The decision to engage Randy R. Simpson as Dr.
Abravanel's new accountant was recommended and approved by the board of
directors of Dr. Abravanel.

Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act


         The following Table sets forth certain information regarding the
executive officers and directors of Infotopia as of June 30, 2000:


Name                  Age               Title

Daniel Hyong          38                Director, Chairman, and Chief
                                        Executive Officer

Ernest Zavoral        44                Director and President

Marek Lozowicki       38                Acting CFO, Exec. V.P., Secretary

Clinton Smith         41                Director

Lisa Ulshafer         36                Vice President

Robert Tilton         33                Vice President

Alan Ricks            47                Vice President

William Gross         46                Vice President

Douglas Blattner      42                Vice President


         A brief description of the backgrounds of the current Executive
Officers and Directors are set forth below:

EXECUTIVE OFFICERS AND DIRECTORS

         DANIEL HOYNG, Chairman of the Board and CEO is an accomplished leader
with over eight years of experience as an executive in a public company. Mr.
Hoyng has served as the CEO and Chairman of Infotopia, Inc. since April 26, 2000
and previously served as Chairman and CEO of National Boston Medical, Inc. and
came with other key executives when Infotopia was acquired by Dr. Abravenals's
Formula from National Boston Medical, Inc. Previously, Mr. Hoyng excelled as a
Divisional Director for Healthcare Services Group, Inc., a publicly traded
company specializing in housekeeping and laundry services to the long-term care
industry. Prior to his work with Healthcare Services Group, Inc., Mr. Hoyng
served as a Sales Manager and then General Manager for ARA/Cory Refreshment
Services. Mr. Hoyng has established a solid track record of building sales and
profits for each of the Companies he has served. He was awarded his Bachelors in
Communications Degree from Saint Joseph's College in 1985.

         ERNEST ZAVORAL, Director and President, brings to the Registrant over
20 years of marketing and managerial experience. After attending Grove City
College, Mr. Zavoral spent 15 years as a marketer and project manager for
companies providing environmental solutions. His highly developed communication,
presentation and management skills led him to enter the product development
field, where he was responsible for bringing new and innovative products from
the drawing-board to retail success. Mr. Zavoral is credited for developing
"Why-Tie Shoelaces" and positioning that product to be a national success, with
Wal-Mart as a primary customer. As President of Infotopia, Mr. Zavoral is
responsible for the day to day operations along with developing and marketing
heath related new products such as INFOTOPIA's highly acclaimed Backstroke(r),
through television infomercials and into retail distribution.
<PAGE>   13
      MAREK  LOZOWICKI,  Secretary and Vice President has several years of
managerial and technology experience in the field of portrait photography in
the retail sector. His management positions with PCA, Inc., AFP, Inc. and
Portraits International, Inc. consisted of overseeing regional high volume
retail consumer portrait photography operations contracted with several
national retailers such as K-Mart, Wal-Mart, Ames, Bradlees and others. While
with AFP, Inc. Mr. Lozowicki was managing one of the largest regions in the
country and was responsible for implementing new digital photography
technologies that allowed for more efficient operations. Mr. Lozowicki most
recently served as the Vice President and Secretary of NBM, Inc., the parent
company of Infotopia, Inc. and remained with Infotopia, Inc. after Dr.
Abravanel's Formulas, Inc. acquired Infotopia in April 26, 2000. Mr. Lozowicki
had completed his college education in Poland and continued graduate studies at
the Athenaeum of Ohio in Cincinnati.

         CLINTON SMITH, ESQ., director, received a baccalaureate degree at
Morehouse College of Atlanta, Georgia where he majored in history and business
administration. Mr. Smith completed the Juris Doctor degree in law at the Tulane
University School of Law where he also received the 1987 Merit Award Recipient
for the Law League of Louisiana. Mr. Smith is a member of the Louisiana Bar and
is co-owner and General Partner of Roby & Smith, a full service law firm with a
concentration in litigation.  Mr. Smith is also a partner in the law firm of
Bryan & Jupiter whose practice focuses on education/school  law, commercial law,
workers' compensation and tort defense.

         LISA ULSHAFER, Vice President, is Infotopia's Manager of Information
Technology. Ms. Ulshafer has an extensive background in graphic and website
design. Prior to joining Infotopia, Ms. Ulshafer owned and operated her own
independent website and design businesses for over seven years, including Design
Concepts from 1993-1998, Your Way Website Services from 1998 through currently
and Webs on Wall Street from October 2000 through currently. One of Ms.
Ulshafer's primary areas of responsibility will be Infotopia's website as she
will focus on assisting Infotopia in the development of its strategic goal of
having a strong Internet presence. Ms. Ulshafter is a graduate of Michigan State
University where she earned a baccalaureate degree in 1986.

         ROBERT TILTON, Vice President, is Infotopia's Manager of Investor
Relations. Mr. Tilton's primary experience is in the retail sector, having owned
several companies in both the retail and wholesale markets. Upon graduating High
School in 1985, Mr. Tilton went into a private retail and wholesale business
manufacturing and distributing novelty gift products which he did for seven
years. His responsibilities were to design, manufacture and distribute the
products as well as general business maintenance. In 1992 Mr. Tilton joined his
family's gourmet baking company that specialized in retail and wholesale gourmet
products. This business catered to the hotel chains of Marriott, Hyatt, Holiday
Inn and several upscale country clubs in the northeast. Some of Mr. Tilton's
responsibilities were the corporation's finance along with all business
developments and the production done in the facility. In his financial capacity,
Mr. Tilton became more involved with the public trading company sector. In
October of 2000 he formed OTC Relations LLC, an investor relations firm that
caters to dealing with shareholders needs on a more personal level. At this time
he was hired as a consultant to Infotopia, handling the daily responsibilities
of shareholder requests and phone calls as well as briefing the company on the
current status of Infotopia in the marketplace. On January 7th, 2001 Mr. Tilton
joined Infotopia as Vice President of Investor Relations as a full-time
employee.

         ALAN RICKS, Vice President, is the executive head of operations for
Infotopia. Mr. Ricks's background consists of 22 years of managerial experience
in marketing, project management, operations, planning, and business
development. Mr. Ricks has spent the last six years as a consultant to retailers
in marketing and development. Prior to that he was a Projects Director for the
Edward J. DeBartolo Corp., and a Development Officer for JMB/Federated Realty
for six years. Mr. Ricks also held various positions in regional and local
economic development as Vice President - Business Development for the Dayton
Development Council and Director of Development and Planning for a local
municipality. He has also held various managerial positions, including
Administrator, for two municipal operations. Mr. Ricks holds a Masters Degree in
Administration, and a Bachelor of Arts Degree.

         WILLIAM GROSS, Vice President, is Infotopia's Manager of Internet
Direct Marketing. Mr. Gross was a co-founder and partner of an international
apparel company between 1984 and 1995. Mr. Gross also founded a retail and
advertising specialty products company and from 1996 until 2000, Mr. Gross was
responsible for taking new products from concept through manufacturing to
market. Most recently Mr. Gross was responsible for the initial business
development activities of Big Media, Inc., an Internet network advertising firm,
and assisted in company funding. Mr. Gross's educational background includes a
Bachelor of Science degree in Business Administration which was awarded to him
by the University of Illinois.

<PAGE>   14
         DOUGLAS BLATTNER, is Vice President and Chief Information Officer of
Infotopia. Mr. Blattner has a diverse background in technology systems
development and deployment. Most recently, Mr. Blattner was Director of
Information Systems for a multinational semiconductor manufacturer, leading the
development of computing systems technologies for that firm, which were
subsequently used by other international semiconductor firms, and leading the
development of a major manufacturing facility for his firm. Subsequently, Mr.
Blattner founded a technology consultancy firm, involved in on-line marketing
promotions, telecommunications and process control development for a number of
significant high technology companies, and was the founder and CTO of Community
Vision, Inc. In addition, Mr. Blattner served as the CTO of Big Media, Inc.
which is an Internet marketer. Mr. Blattner is named on numerous technology
patents in the field of Internet advertising and home automation.

         Reference is made to Item 3., above, for a description of the legal
proceedings commenced by Jeff Freedman against the Registrant; Messrs. Hoyng and
Zavoral are also named as defendants in this proceeding. Messrs. Hoyng, Zavoral,
and Lozowicki were executive officers of National Boston Medical, Inc. during
the two-year period prior to the filing of a petition in bankruptcy by such
entity. Mr. Smith served as a director of National Boston Medical, Inc. during
the two-year period prior to the filing of a petition in bankruptcy by such
entity.

         During the fiscal year ended December 31, 2000, the officers and
directors of Registrant failed to be in timely compliance with their reporting
requirements under Section 16 of the Securities Exchange Act of 1934. The
required filings will be made by Registrant within 60 days of the date of this
Report.



Item 10. Executive Compensation

Summary Compensation Table

         The following table shows the compensation received by the Chief
Executive Officer and all officers of Registrant who received more than $100,000
in salary. All figures in this table are for the year ended December 31, 2000.

<PAGE>   15

Name               Title         Annual Salary    Bonus        Grants of options

Daniel Hoyng       Chmn/CEO      $175,000         $5,000           (see note)
Ernest Zavoral     Pres.         $165,000         $5,000           (see note)
Marek Lozowicki    Vice-Pres.    $100,000         $3,000           (see note)


Note: Each of the named executive officers received 1/3 of their annual salary,
as noted in the third column above, in the form of stock options, exercisable at
$0.0625 per share, expiring December 15, 2001, as set forth below.

Name               Title        Amount of Salary     Price Per Option  # of
                                                                       options

Daniel Hoyng       Chmn/CEO     $58,000              $0.0625           928,000
Ernest Zavoral     Pres.        $55,000              $0.0625           880,000
Marek Lozowicki    Vice-Pres.   $33,333              $0.0625           533,320



Option Grants in Last Fiscal Year

         The following table shows the options granted to the individuals named
in the Summary Compensation Table, above, during the year ended December 31,
2000 (including the options referred to in the immediately preceding
table):


Name               ## of shares     % of total       Exercise      Expiration
                                  employee options   Price         Date
                                   granted in 2000

Daniel Hoyng       11,845,000       39.69%           $0.0625       12/15/01
Ernest Zavoral     10,047,000       33.67%           $0.0625       12/15/01
Marek Lozowicki    7,950,320        26.64%           $0.0625       12/15/01



         In addition, Clinton Smith, a director of Registrant, was granted
options to purchase 2,167,000 shares of Registrant's common stock, at an
exercise price of $0.0625, expiring on 12/15/01.

Option Exercises in Last Fiscal Year

         During Registrant's last fiscal year, there were no exercises of
options that had been granted to Registrant's named executive officers.


Item 11.  Security Ownership of Certain Beneficial Owners and
          Management

         To the best of Registrant's knowledge, there were no holders of more
than 5% of Registrant's common stock as of December 31, 2000 and as of the date
<PAGE>   16
hereof.

         The following table sets forth the ownership of Registrant's common
stock, by the executive officers referred to in the Summary Compensation Table
in Item 10 of this Annual Report on Form 10-KSB, and by Registrant's directors,
and by Registrant's directors and officers as a group. The percentage figures
assume 189,996,005 shares issued and outstanding. Because Registrant has
insufficient common shares authorized to issue shares of common stock upon the
exercise of certain options (referred to in Item 10, above), the figures
presented in the following table do not include such shares. The addresses for
all persons listed herein is c/o the Company, at its address set forth on the
first page of this Report:

Name                      Position             # shares common,%

Daniel Hoyng              Chairman/CEO         0/0
                          Director
Ernest Zavoral            President            0/0
                          Director
Marek Lozowicki           Vice-President       0/0

Clinton Smith              Director            1,000,000, .53%

All executive officers and
Directors as a group (9 persons)               1,524,000, .80%

Item 12. Certain Relationships and Related Transactions

         During the year ended December 31, 2000, there were no transactions
between the officers and/or directors of the Registrant reportable pursuant to
Item 404 of Regulation S-B.


Item 13. Exhibits and Reports on Form 8-K

         There were no Current Reports on Form 8-K filed by the Registrant
during the fourth quarter of the calendar year ended December 31, 2000.

Exhibits

(3)(i) (1) Registrant's Articles of Incorporation, as amended. (5)

(3)(ii)(1) Registant's Bylaws (1)

(4)(i)(1) Specimen Stock Certificate (2)

(4)(i)(2) Secured Convertible Debenture (5)

(4)(i)(3) Securities Purchase Agreement (5)

(4)(i)(4) Stock Purchase Warrant (5)

(10)(i)(1) Acquisition Agreement by and between Registrant and Torso
           Tiger, Inc. (3)

(10)(i)(2) License Agreement (3)

(10)(i)(3) Mutual Release and Settlement Agreement with Greenwood
           And Hall (3)


<PAGE>   17
(10)(i)(4) Settlement Agreement and Full Release with David M. Vitko,
           D.V. Back Products, Inc., General Partner, Backstroke, Ltd. (3)

(10)(i)(5) Addendum Manufacturing, Marketing and Distribution
           Agreement with Dean Tornabene (3)

(10)(i)(6) Settlement Agreement and Full Release with Cactus Jack (5)

(10)(i)(7) Letter of Understanding with First Equity Capital (3)

(10)(i)(8) Lease with David Cuniff, dated May 19, 2000 (4)

(10)(i)(9) License Agreement by and between Registrant and Lohan Media, LLC (5)

(10)(i)(10) Vision Publishing Inc./Technical Analysis Agreement (5)

(10)(i)(11) Infomercial Marketing and Distribution Agreement (5)

(10)(ii)(1) Executive Employment Agreement between Registrant and
            Daniel Hoyng (5)

(10)(ii)(2) Executive Employment Agreement between Registrant and
            Ernest Zavoral (5)

(10)(ii)(3) Executive Employment Agreement between Registrant and
            Marek Lozowicki(5)

(10)(ii)(4) Executive Employment Agreement between Registrant and
            Lisa Ulshafer (5)

(10)(ii)(5) Executive Employment Agreement between Registrant and
            Robert Tilton (5)

(10)(ii)(6) Executive Employment Agreement between Registrant and
            Alan E. Ricks (5)

(10)(ii)(7) Executive Employment Agreement between Registrant and
            William F. Gross (5)

(10)(ii)(8) Executive Employment Agreement between Registrant and
            Douglas Blattner (6)


(1) Registration Statement on Form 10-SB of Registrant (f/k/a Dr. Abravanel's
Formulas, Inc.)

(2) Registration Statement on Form S-8 of Registrant, No. 333-49642

(3) Quarterly Report of Registrant on Form 10-QSB for the quarter
ended May 31, 2000

(4) Registration Statement on Form SB-2 of Registrant, Amendment No. 1 thereto,
filed November 3, 2000

(5) Registration Statement on Form SB-2 of Registrant, filed January 11, 2001

(6) Previously Filed
<PAGE>   18
                                   SIGNATURES



         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Infotopia, Inc.

Dated: March 22, 2001

Daniel Hoyng, CEO and Chairman                           /s/ Daniel Hoyng
(principal executive officer)                         ________________________

Ernest Zavoral, President
(principal executive                                    /s/ Ernest Zavoral
officer) and Director                                 ________________________

Marek Lozowicki, Acting Chief
Financial Officer and
principal accounting officer,
Executive Vice President and                            /s/ Marek Lozowicki
Secretary                                             ________________________


                                                         /s/ Clinton Smith
Clinton Smith, Director                               ________________________




<PAGE>   19



                         INFOTOPIA, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000
<PAGE>   20
                         INFOTOPIA, INC. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000






                                 C O N T E N T S


                                                                        PAGE



INDEPENDENT AUDITORS' REPORT - MERDINGER, FRUCHTER, ROSEN & CORSO          1


INDEPENDENT AUDITORS' REPORT - RANDY SIMPSON                               2


CONSOLIDATED BALANCE SHEET                                               3- 4


CONSOLIDATED STATEMENT OF OPERATIONS                                       5


CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS                               6


CONSOLIDATED STATEMENT OF CASH FLOWS                                     7 - 8


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                             9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               10 - 24
<PAGE>   21
                          INDEPENDENT AUDITORS' REPORT


TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF INFOTOPIA, INC. AND SUBSIDIARY

We have audited the accompanying consolidated balance sheet of INFOTOPIA, INC.
AND SUBSIDIARY as of December 31, 2000 and the related consolidated statements
of operations and cash flows for the ten months ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
INFOTOPIA, INC. AND SUBSIDIARY as of December 31, 2000, and the consolidated
results of its operations and cash flows for the ten months ended December 31,
2000, in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 16 to
the financial statements, the Company has suffered recurring losses from
operations and its limited capital resources raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 16. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


                                    MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                    Certified Public Accountants
New York, New York
February 20, 2001
<PAGE>   22


                           RANDY SIMPSON CPA, P.C.
                          11775 SOUTH NICKLAUS ROAD
                              SANDY, UTAH 84092
                          FAX & PHONE (801) 572-3009



Board of Directors
Dr. Abravanel's Formulas, Inc.
(A Development Stage Company)
Los Angeles, CA


INDEPENDENT AUDITOR'S REPORT


We have audited the accompanying balance sheet of Dr. Abravanel's Formulas,
Inc. (A Development Stage Company) as of December 31, 1999, and the related
statements of operations, shareholder's equity and cash flows for the ten
months ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement based on our audit. The financial
statements of Dr. Abravanel's Formulas, Inc. from inception on April 28, 1998
to February 28, 1999, were audited by other auditors whose report dated March
5, 1999, expressed an unqualified opinion.

We conducted our audit in accordance with generally accepted auditing
standards. those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes exaimining, on a test basis, evidence
supporting the amounts and disclosures of the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit of the financial statements
provides a reasonable basis for our opinion.

In our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of Dr.
Abravanel's Formulas, Inc. as of December 31, 1999, and the results of its
operations, shareholder's equity and cash flows for the ten months ended
December 31, 1999, in conformity with generally accepted accounting principles.

/s/ Randy Simpson, CPA, PC
--------------------------
Randy Simpson, CPA, P.C.
A Professional Corporation

April 20, 2000
Sandy, Utah
<PAGE>   23
                         INFOTOPIA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET




<TABLE>
<CAPTION>
                                                                                      At                     At
                                                                                December 31, 2000     December 31, 1999
                                                                                -------------------   -----------------

CURRENT ASSETS
<S>                                                                              <C>                     <C>
         Cash and cash equivalents                                               $    787,150            $  3,855
         Accounts receivable, net of allowance for
           doubtful accounts and customer returns of $218,254 and $-0-                934,392                 525
         Inventory                                                                    418,689              11,745
         Prepaid expenses and other current assets                                    268,051                  --
         Employee advances                                                             65,485                  --
         Investments in marketable securities, at fair value                          174,000                  --
                                                                                --------------           ---------
                Total current assets                                                2,647,767              16,125


PROPERTY AND EQUIPMENT, less
         accumulated depreciation of $255,383                                         239,773                  --

CAPITALIZED PRODUCTION COSTS, less accumulated
         amortization of $-0-                                                         690,475                  --



OTHER ASSETS
         Licenses and Other Intangibles, less accumulated
           amortization of $318,970                                                 2,415,307                  --
         Deposits                                                                     212,143                  --
                                                                                -------------           ---------

                TOTAL ASSETS                                                        6,205,465           $  16,125
                                                                                =============           =========
</TABLE>






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






                                      - 3 -
<PAGE>   24
                         INFOTOPIA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET




<TABLE>
<CAPTION>
                                                                               At                         At
                                                                         Decmeber 31, 2000        December 31, 1999
                                                                        ------------------        -------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
           <S>                                                          <C>                           <C>
           Accounts payable and accrued expenses                        $     1,798,620              $     1,006
           Due to employees                                                     108,723                       --
           Convertible debenture                                                 50,000                       --
           Deferred Revenue                                                      38,162                       --
                                                                         ---------------              -----------
              Total Current Liabilities                                       1,995,505                    1,006


LONG-TERM LIABILITIES
           Convertible debenture                                                600,000                       --
                                                                         ---------------              -----------

           TOTAL LIABILITIES                                                  2,595,505                    1,006
                                                                         ---------------              -----------

COMMITMENTS AND CONTINGENCIES                                                        --

STOCKHOLDERS' EQUITY
         Common stock, $.001 par value, 190,000,000 shares
           authorized; 172,236,005 shares issued and outstanding                172,236
         Common stock, $.001 par value, 40,000,000 shares
           authorized; 12,841,353 shares issued and outstanding                                           12,841
         Additional paid-in-capital                                          41,440,254                   38,333
         Accumulated deficit                                                (38,026,530)                 (36,055)
         Unrealized gain on marketable securities                                24,000                       --
                                                                         ----------------              -----------
              Total stockholders' equity                                      3,609,960                   15,119
                                                                         ----------------              -----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $    6,205,465                $  16,125
                                                                         ================              ===========
</TABLE>




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






                                      - 4 -
<PAGE>   25
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     For the ten month period ended
                                                            --------------------------------------------------------
                                                                December 31, 2000                December 31, 1999
                                                            --------------------------         ---------------------
REVENUE
<S>                                                         <C>                                 <C>
         Sales, net of returns and allowances
           of $64,889 and $-0-                              $         9,135,411                 $                 --
COST OF SALES                                                         3,368,601                                   --
                                                            --------------------                --------------------
GROSS PROFIT                                                          5,766,810                                   --
                                                            --------------------                --------------------
OPERATING EXPENSES
         Selling and marketing                                        5,803,977                                1,045
         General and administrative                                  22,149,646                                8,296
         Impairment expense                                           2,006,661                                   --
         Depreciation and amortization                                  216,074                                   --
                                                            --------------------                 -------------------
                Total operating expenses                             30,176,358                                9,341
                                                            --------------------                 -------------------
LOSS FROM OPERATIONS                                                (24,409,548)                             (9,341)
                                                            --------------------                 -------------------
OTHER INCOME (EXPENSE)
         Interest Income                                                  9,205                                    0
         Other Income                                                    16,757
         Interest expense                                            (1,877,620)
         Impairment of available-for-sale securities                   (444,444)
         Loss on disposal of assets                                     (29,583)
                                                            --------------------
                Total other income (expense)                         (2,325,685)
                                                            --------------------
LOSS FROM OPERATIONS BEFORE INCOME TAXES                            (26,735,233)                             (9,341)
INCOME TAXES                                                                 --                              (5,610)
                                                            --------------------                 -------------------
NET LOSS                                                    $       (26,735,233)                 $          (14,951)
                                                            ====================                ====================
Basic and diluted loss per share                                          (0.25)                              (0.00)
                                                            ====================                ====================
Weighted average shares outstanding                                 105,490,686                           12,841,353
                                                            ====================                ====================
</TABLE>



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




                                      - 5 -
<PAGE>   26
                         INFOTOPIA, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
                   FOR THE TEN MONTHS ENDED DECEMBER 31, 2000








      NET LOSS                                                $    (26,735,233)

      OTHER COMPREHENSIVE LOSS
      Unrealized gain on marketable securities                           24,000
                                                               ----------------
      COMPREHENSIVE LOSS                                      $     (26,711,233)
                                                               ================








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

                                      - 6 -
<PAGE>   27
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                        For the ten month period ended
                                                                                    --------------------------------------
                                                                                    December 31, 2000    December 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                  <C>                    <C>
         Net (loss)                                                                  $ (26,735,233)         $ (14,951)
              Adjustments to reconcile net (loss) to net cash
                provided by (used in) operating activities
                   Deferred tax benefit established                                             --             (4,200)
                   Valuation allowance to eliminate deferred tax asset                          --              9,810
                   Bad debt and sales returns                                              218,254
                   Loss on sale of assets                                                   29,583
                   Unrealized loss on marketable securities                                444,444
                   Settlement expenses                                                   3,382,428
                   Depreciation and amortization                                           216,074
                   Asset impairment loss                                                 2,006,661
                   Issuance of stock for compensation                                        4,318
                   Issuance of stock options, less deferred compensation                   462,049
                   Stock issued for consulting and legal services                       16,209,236
         Changes in assets and liabilities
                   Accounts receivable - trade                                          (1,121,856)             1,006
                   Due to related party                                                    (16,714)
                   Inventory                                                              (223,158)
                   Prepaid expenses                                                        456,180              1,045
                   Other Assets                                                           (212,143)
                   Accounts payable and accrued expenses                                (1,588,216)
                   Deferred revenue                                                       (593,139)
                   Other                                                                   263,613
                                                                                        ------------          -------
Net cash used in operating activities                                                   (6,797,619)           (7,290)
                                                                                        ------------          -------
CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of property and equipment                                               (158,001)                --
         Marketable Securities                                                            (250,000)                --
         Note receivable, affiliate                                                       (500,000)                --
                                                                                        ------------          -------
Net cash used in investing activities                                                     (908,001)                --
                                                                                        ------------          -------
CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from issuance of notes payable                                         2,475,500                 --
         Sale of common stock                                                            6,012,691                 --
         Common Stock Offering Costs                                                            --            (12,562)
         Return of capital to founders                                                          --            (20,000)
                                                                                        ------------          -------
Net cash provided (used in) financing activities                                         8,488,191            (32,562)
                                                                                        ------------          -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                  782,571            (39,852)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                                4,579             43,707
                                                                                        ------------          -------
CASH AND CASH EQUIVALENTS - END OF YEAR                                              $     787,150          $   3,855
                                                                                        ============          =======

SUPPLEMENTAL INFORMATION
         Interest paid                                                               $          --          $      --
                                                                                        ============          =======
         Income taxes paid                                                           $       5,000          $      --
                                                                                        ============          =======
</TABLE>


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


                                      - 7 -
<PAGE>   28
                         INFOTOPIA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS



SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:

During the ten months ended December 31, 2000, the Company:

-        Issued 46,239,400 shares of the Company's common stock at a value of
         $12,588,426 as compensation for service rendered by various consultants
         and others;

-        Issued 18,799,885 shares of the Company's common stock at a value of
         $3,520,810 as compensation for service rendered by attorneys;

-        Issued 4,317,988 shares of the Company's common stock at a value of
         $4,318 as compensation to officers and other employees of the Company;

-        Issued 10,251,590 shares of the Company's common stock at a value of
         $3,753,878 settlement, for debt reduction and conversions.

-        Issued 8,193,500 shares of the Company's common stock at a value of
         $928,392 for infomercial management and consultation for production,
         and 500,000 shares of National Boston Medical, Inc. valued at $151,112.

-        Issued 17,200,000 shares of the Company's common stock at a value of
         $2,066,000 for license rights.

-        Issued 13,678,125 shares of the Company's common stock at $1,975,500,
         plus accrued interest in exchange for 1,767,500 convertible promissory
         notes that were discounted at $1,778,589 for beneficial conversion
         features.

-        Issued 3,203,130 shares of the Company's common stock at $3,203 in
         connection with the share exchange of Dr. Abravanel's Formula, Inc.

-        Issued 8,167,387 shares of the Company's common stock at $8,167 in the
         spin-off agreement with the Company's former Parent, National Boston
         Medical, Inc.

-        Issued 180,000 shares of the Company's common stock at a value of
         $41,400 for offering costs.

-        Exchanged 400,000 shares of Millennium common stock, valued at $100,000
         for consulting services.

-        Received 1,000,000 shares of National Boston Medical, Inc. common
         stock, valued at $293,332 in a settlement agreement with Cactus Jack.

-        Issued options valued at $200,278 for consulting services.

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


                                      - 8 -
<PAGE>   29
<TABLE>
<CAPTION>
                                                                 Common Stock               Additional
                                                        ----------------------------          Paid-in             Accumulated
                                                           Shares         Amount              Capital               Deficit
                                                        -------------   ------------      -----------------      -------------

<S>                                                         <C>           <C>                <C>                 <C>
Balance at March 31, 2000                                   8,167,387     $  8,167           $       --          $(11,291,297)

   Net loss for the ten months ended
     December 31, 2000                                             --            --                   --          (26,735,233)
   Unrealized loss on marketable securities                        --            --                   --                   --
   Shares issued in lieu of compensation                    4,317,988         4,318                   --                   --
   Shares issued for legal and consulting services         65,469,285        65,469           16,043,767                   --
   Shares issued for infomercial production                 8,193,500         8,194              920,198                   --
   Shares issued for product licenses                      17,200,000        17,200            2,048,800                   --
   Shares issued for debt conversion
     and reduction                                         23,001,590        23,002           14,634,188                   --
   Shares issued in exchange agreement
     Dr. Abravanol                                          3,203,130         3,203               23,225                   --

   Debentures converted to common stock                    13,678,125        13,678            3,763,306                   --

   Issuance of common stock                                29,005,000        29,005            4,557,900                   --
   Offering costs                                                  --            --             (746,309)                  --

   Stock options issued as compensation                            --            --              583,999                   --
   Common stock subscribed                                         --            --             (266,870)                  --
   Deferred compensation                                           --            --             (121,950)                  --
                                                      ---------------  ------------       --------------  -------------------

Balance at December 31, 2000                              172,236,005     $ 172,236          $41,440,254         $(38,026,530)
                                                         ============     =========          ===========         =============
</TABLE>




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



<TABLE>
<CAPTION>

                                                      Unrealized
                                                        Gain  on        Stockholders'
                                                      Investments          Equity
                                                      -----------      -------------

<S>                                                   <C>              <C>
Balance at March 31, 2000                             $     --         $(11,283,130)

   Net loss for the ten months ended
     December 31, 2000                                      --          (26,735,233)
   Unrealized loss on marketable securities             24,000               24,000
   Shares issued in lieu of compensation                    --                4,318
   Shares issued for legal and consulting services          --           16,109,236
   Shares issued for infomercial production                 --              928,392
   Shares issued for product licenses                       --            2,066,000
   Shares issued for debt conversion
     and reduction                                          --           14,657,190
   Shares issued in exchange agreement
     Dr. Abravanol                                          --               26,428

   Debentures converted to common stock                     --            3,776,984

   Issuance of common stock                                 --            4,586,905
   Offering costs                                           --             (746,309)

   Stock options issued as compensation                     --              583,999
   Common stock subscribed                                  --             (266,870)
   Deferred compensation                                    --             (121,950)
                                                      ------------       ------------

Balance at December 31, 2000                         $   24,000           $3,609,960
                                                      ============        ==========
</TABLE>




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










                                      - 9 -
<PAGE>   30
NOTE 1   - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a)       Organization and Basis of 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 was exchanged
                  for 100% of the common stock of DABV. As a result of the share
                  exchange, DABV changed its name to Infotopia, Inc.

                  The accompanying financial statements include the accounts of
                  Infotopia, Inc. (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.

         d)       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.

         e)       Revenue Recognition. For the ten months ended December 31,
                  2000, the Company's revenues were derived solely from fitness
                  products. Revenue is recognized upon shipment of products to
                  the customer.

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

                  The Company maintains a provision for estimated returns and
                  allowances.

                  Securities and Exchange Commission ("SEC") Staff Accounting
                  Bulletin ("SAB") No. 101, as amended by SAB101B, addresses
                  revenue recognition policies and is effective for the quarter
                  ending December 31, 2000. The company is already
                  substantially in compliance with SAB101 and its adoption has
                  no material effect on the financial statements.

         f)       Cash and Cash Equivalents. The Company considers all highly
                  liquid investments purchased with maturities of three months
                  or less to be cash equivalents.

         g)       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 year.


                                      - 10 -
<PAGE>   31
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         h)       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 December 31,
                  2000.

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

         k)       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 service lives used in
                  determining depreciation are five to seven years for
                  computers, software, furniture and equipment.

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

         j)       Investments
                  The Company classifies all of its investments as
                  available-for-sale. Available-for-sale securities are carried
                  at fair value, with the unrealized gains and losses reported
                  as a component of shareholders' equity in comprehensive income
                  (loss), net of income taxes. Investments available for current
                  operations are classified in the consolidated balance 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.

         l)       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.


                                     - 11 -
<PAGE>   32
NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         m)       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 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.

         n)       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 bases.

         o)       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.

         p)       Advertising Costs
                  Advertising costs are expensed as incurred and are included in
                  selling expenses. For the ten months ended December 31, 2000,
                  advertising expense amounted to $6,805.

         q)       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 face value of the
                  note receivable at December 31, 2000, was determined to be its
                  fair value. 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
                  December 31, 2000.


                                     - 12 -
<PAGE>   33
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 1 -            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         r)       Long-lived Assets Long-lived assets to be held and used are
                  reviewed for impairment whenever events or changes in
                  circumstances indicate that 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.

         s)       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.

         t)       Earnings Per Share
                  SFAS No. 128, "Earnings Per Share" requires presentation of
                  basic earnings per share ("Basic EPS") and diluted earnings
                  per share ("Diluted EPS").

                  The computation of basic earnings per share is computed by
                  dividing earnings available to common stockholders by the
                  weighted average number of outstanding common shares during
                  the period. Diluted EPS gives effect to all dilutive potential
                  common shares outstanding during the period. The computation
                  of diluted EPS does not assume conversion, exercise or
                  contingent exercise of securities that would have an
                  anti-dilutive effect on losses.

                  The shares used in the computation of earnings per share were
                  as follows:

                  Basic                                    105,490,686
                                                           -----------
                  Diluted                                  105,490,686
                                                           ===========
                  Loss per share - Basic and Diluted      $      (.25)
                                                          ============





                                     - 13 -
<PAGE>   34
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 2 -  PREPAID EXPENSES

          Prepaid expenses and other current assets are summarized as
          follows:

<TABLE>

           <S>                                                 <C>
           Prepayment for inventory                            $  163,208
           Legal and professional services                         15,794
           Taxes                                                    5,000
           Royalties                                               74,844
           Interest receivable                                      9,205
                                                                -----------
           Total prepaid expenses and other current assets    $   268,051
                                                                ===========
</TABLE>

NOTE 3 -   INVESTMENTS IN MARKETABLE SECURITIES

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

<TABLE>
<CAPTION>
                                                                         Market
                                                    Cost                  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>

         The net unrealized gain of $24,000 has been reported in other
         comprehensive loss.

         On August 21, 2000, National Boston Medical filed for protection under
         Title 11 of the United States Code. Since the realization of this
         investment is uncertain, the total cost has been written off to
         impairment expense.

NOTE 4 - PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
         Property and equipment is summarized as follows:
         <S>                                                         <C>
         Warehouse equipment and molds                               $   295,941
         Computer equipment and software                                 163,696
         Furniture and office equipment                                   35,519
                                                                     -----------
                                                                         495,156
         Less:  Accumulated depreciation and amortization                255,383
                                                                     -----------
         Property and equipment, net                                 $   239,773
                                                                     ===========
</TABLE>

         Depreciation expense for the ten months ended December 31, 2000 was
         $93,075.



                                     - 14 -
<PAGE>   35
NOTE 5 - CAPITALIZED PRODUCTION COSTS

         Capitalized production costs represent costs incurred in connection
         with the production of infomercials:

         Total Tiger                                                  $  350,000
         Prostate                                                        250,000
         Medicus Dual 2000                                                10,000
         Cathi Graham                                                     20,000
         Rejuvicare                                                       11,000
         Facial Spa                                                       29,475
         Robert Allen                                                     20,000
                                                                      ----------
         Capitalized Production Costs                                 $  690,475
                                                                      ==========

         The infomercial productions described above have not yet aired and,
         therefore, no amortization has been recorded.

NOTE 6 - INTANGIBLE ASSETS

         Intangible assets are summarized as follows:
          Goodwill                                                   $   880,277
          Bun and Thigh products license                               1,854,000
                                                                     -----------
                                                                       2,734,277
          Less:  Accumulated Amortization                                318,970
                                                                     -----------
          Total intangibles - net                                     $2,415,307
                                                                     ===========

NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts payable and accrued expenses consist of the following:

         Accounts payable                                           $  1,253,202
         Accrued expenses                                                545,418
                                                                    ------------
                                                                     $ 1,798,620
                                                                    ============
         Accounts payable includes liabilities assumed when the Company was spun
         off from its former parent company.







                                     - 15 -
<PAGE>   36
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 8 - CONVERTIBLE DEBENTURES, SHORT-TERM

         On August 25, 2000, the Company issued a 270-day promissory note with
         non-detachable warrants, granting the note holder the right to convert
         the note into common stock, 300,000 shares at $.08 per share and 52,500
         shares at $.50 per share. The non-detachable warrants expire 5 years
         from the date of the note. The note bears interest at 10% per annum,
         payable quarterly. Principle is due in two installments of 50% each, at
         180 days and 270 days from date of issuance, respectively. As of
         December 31, 2000, the warrants had not been exercised.

NOTE 9 - DEFERRED REVENUE

         Deferred revenue represents unfulfilled sales orders at December 31,
         2000 in the amount of $38,162.

NOTE 10- CONVERTIBLE DEBENTURE

         On December 28, 2000, the Company completed the sale of a $600,000
         secured convertible debenture. The debenture matures December 28, 2003
         and pays interest at 12% per annum. The agreement contains various
         restrictions and events of default.

         On January 19, 2001, the debenture holder sold the debenture to a third
         party who converted it to 12,000,000 shares of common stock of the
         Company, subject to "Rule 144" promulgated under the Securities Act of
         1933. In exchange for early conversion rights, the Company agreed to
         accept $.145415 per share that provided additional funds of $1,144,980,
         in addition to the $600,000 previously advanced under the terms of the
         debenture bringing the total conversion price to $1,744,980.

         During the months of July, August and September, 2000, the Company
         issued various 270-day notes, totaling $1,825,500, with non-detachable
         warrants, granting the noteholders of $1,767,500 the right to convert
         their notes into common stock, 10,605,500 shares at $.08 and 1,855,875
         at $.50, and notes holders of $58,000 notes the right to convert their
         notes into 145,000 shares of common stock at $.40 per share. As of
         December 31, 2000, these notes had been exercised, resulting in a
         beneficial conversion feature of $1,778,689. Upon conversion of the
         notes, both the discount and $22,895 of accrued interest on these notes
         were converted to additional paid-in-capital.

NOTE 11- COMMITMENTS AND CONTINGENCIES

         Employment Agreements The Company has entered into employment
         agreements as follows:

         The Company has a three-year employment agreement with Daniel Hoyng,
         its Chief Executive Officer. The term runs through April 26, 2003 and,
         unless notified by the Board of Directors or the Executive Committee of
         the Company, the agreement will automatically be renewed for one year,
         each year thereafter. In addition to a base salary, bonuses and other
         incentives, Mr. Hoyng will be granted 1,000,000 shares of common stock
         annually on the anniversary date of the agreement. These shares carry
         an anti-dilution provision and are not subject to any reverse split. To
         give the executive the opportunity to attain an ownership position of
         not less than 5% of the outstanding stock of the Company, the executive
         will be granted no less than


                                     - 16 -
<PAGE>   37
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 11- COMMITMENTS AND CONTINGENCIES (Continued)

         Employment Agreements (continued)

         3,000,000 options to purchase the Company's stock over 3 years. The
         first such award will be no less than 1,000,000 shares with an award
         date of June 1, 2000. Additionally, once a year the executive may
         choose to convert one-third of his annual salary to stock, the purchase
         price being the lowest closing price of the Company's stock during the
         last ten months (see Stock Options). In addition, in accordance with
         the agreement, the executive received, on September 13, 2000, a signing
         bonus of 1,500,000 shares of the Company's common stock.

         The Company has a three-year employment agreement with Ernest Zavoral,
         its President. The term runs through April 26, 2003 and, unless
         notified by the Board of Directors or the Executive Committee of the
         Company, the Agreement will automatically be renewed for one year, each
         year thereafter. The provisions of Mr. Zavarol's agreement, relating to
         stock and options, are substantially the same as those of Mr. Hoyng's
         agreement.

         The Company has a three-year employment agreement with Marek Lozowicki,
         its Executive Vice President. The term runs through April 26, 2003 and,
         unless notified by the Board of Directors or the Executive Committee of
         the Company, the Agreement will automatically be renewed for one year,
         each year thereafter. The provisions of Mr. Hoyng's agreement, relating
         to stock and options, are substantially the same as those of Mr.
         Hoyng's agreement.

         Compensation to the Board of Directors and Corporate Secretary
         According to board resolutions adopted on December 13, 2000, three
         current directors and the corporate secretary are entitled to receive
         options to purchase 500,000 shares of the Company's common stock each,
         per quarter, at the lowest trading price of the Company's common stock
         during the past ten months. If the Company achieves $30,000,000 in
         total revenues during the ten month period March 1, 2000 through
         February 28, 2001, the three board members and the secretary will be
         eligible for an additional stock option bonus of 500,000 shares each.

         The options are retroactive and prorated on a one-third basis each
         ($167,000 shares) for the first quarter of the 2001 fiscal year (March,
         April, May) and in full amounts for the calendar quarters thereafter.







                                     - 17 -
<PAGE>   38
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 11- COMMITMENTS AND CONTINGENCIES (Continued)

         Royalty and Management Agreements
         In July 2000, the Company entered into a license agreement with Torso
         Tiger for the exclusive worldwide rights to advertise, promote, market,
         sell, distribute and exploit Torso Tiger, an abdominal fitness product.
         Pursuant to the agreement, the Company engaged Torso Tiger Inc. as its
         exclusive management company to oversee all operations relating to the
         advertising, promotion, manufacturing, sale, marketing, distribution
         and exploitation of the product.

         In consideration of the license granted, the Company issued 4,000,000
         shares of its restricted common stock, equal to $600,000 at the price
         of $.15 per share. In the event such shares are not valued at $600,000
         at the time they become freely trading, the Company shall pay Torso
         Tiger or its designee the difference in cash or issue additional shares
         or warrants or stock options to purchase Infotopia common stock to
         achieve an aggregate value of $600,000.

         In consideration of the services rendered by Torso Tiger, the Company
         (i) issued unrestricted, free trading common stock with a value equal
         to $1,000,000, (ii) grants weekly royalties of 5% of "Gross Sales
         Revenues" of Torso Tiger (worldwide sales by any means other than
         retail), (iii) grants weekly royalties of 17% of the "Wholesale Selling
         Price" (from worldwide retail sales) of the product, (iv) shall pay
         additional contingent cash bonuses if certain levels of Gross Sales
         Revenues, Wholesale Selling Price are achieved and (v) shall pay
         additional contingent cash bonuses if certain Gross Television Sales
         Revenues are achieved. The agreement terminates on June 10, 2002 and
         can be extended for one or more periods.

         As of December 31, 2000, the Company discontinued the sale of the Torso
         Tiger and, therefore, established an impairment loss for the Torso
         Tiger license.

         In November 2000, the Company entered into a license agreement with
         Lohan Media, LLC ("LM") for the exclusive rights, until January 31,
         2004, unless terminated earlier, to jointly, with LM, advertise,
         promote, market, sell, distribute and exploit the product currently
         known as "Body by Jake, Bun & Thigh Rocker" and a related product known
         as "Body by Jake Body Shape Up System" in North America, excluding
         Canada and in any and all media. The rights to distribute the product
         in any other international markets are specifically excluded; however,
         the Company will receive a reverse royalty on products sold by LM
         internationally after February 20, 2001.





                                     - 18 -
<PAGE>   39
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 11- COMMITMENTS AND CONTINGENCIES (Continued)

         Royalty Agreements (continued)
         In consideration for the license, the Company shall pay LM a weekly
         royalty of five percent of "Gross Sales Revenues" from sales and
         exploitation of the product other than retail sales. In addition, the
         Company shall pay LM additional weekly royalties for payment by LM to
         Body By Jake Enterprises, LLC and the producers of the Infomercial.

         In consideration of the services to be rendered by LM, the Company (i)
         issued unrestricted, free trading common stock with a value equal to
         $1,000,000, (ii) shall make an additional cash payment of $1,000,000 on
         February 20, 2001, and (iii) shall issue 7,000,000 shares of the
         Company's unrestricted, free trading stock in February 2001. After
         February 20, 2001, the company will pay additional cash bonuses equal
         to $250,000 for every $5,000,000 of gross sales revenue. In addition,
         Infotopia shall pay royalties of 2% of "Gross Sales Revenue, "10% of
         the "Adjusted Gross Retail Revenue" and 3% of the "Adjusted Gross
         Revenues to a management company.

         On November 16, 2000, the Company entered into an agreement with a
         management company for the joint development of certain infomercial
         projects, which are currently managed by the management company. The
         Company issued 800,000 restricted shares of its common stock as payment
         for management consulting fees relating to the production of the
         infomercial. Upon "roll-out" of any of the selected projects, Infotopia
         will pay $12,500 to the management company, cash payments equal to 10%
         of the gross revenue from continuity product sales and participation,
         as agreed, in other sources of revenue and/or economic advantage. The
         agreement shall terminate, unless extended in writing in the form of a
         marketing and distribution agreement for each of the selected projects.
         As of the date of this report, the Company has agreed to sign marketing
         and distribution agreements for all five products covered by this
         agreement.

NOTE 12- RELATED PARTY TRANSACTIONS

         On October 8, 2000, the Company received a two-year, $500,000 note from
         its former Parent, bearing interest at 8%. The first interest payment
         is due on April 1, 2001; thereafter, interest is due quarterly. At the
         election of the Company, the note is due in cash or Parent stock. On
         August 21, 2000, the former parent company filed for protection under
         Title 11 of the United States Code. The funding of the principal of
         this note is subject to bankruptcy approval. Because of the uncertainty
         of the collection on this note, the full amount of $500,000 has been
         written off to impairment expense.





                                     - 19 -
<PAGE>   40
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 12- RELATED PARTY TRANSACTIONS (Continued)

         The Company made advances to and has receivables from officers and
         employees that amount to $83,896 and $71,767 as of December 2000,
         respectively.

         During the ten months ended December 31, 2000, the Company acquired
         certain assets from its former parent in exchange for assumption of an
         obligation. The Company paid $100,000 as settlement of this obligation.

         In April 2000, DABV purchased the stock of Flex Marketing, Inc.
         (Infotopia, Inc., Ohio) from its former Parent, in exchange for the
         rights to a patent for a back massage device. After the acquisition by
         DABV, which became Infotopia, Inc., the Company paid the patent owner
         $368,434 as settlement of a lawsuit the patent holder had against the
         former parent for commissions due from Flex Marketing, Inc.

NOTE 13- COMMON STOCK

         Of the 172,236,005 shares of common stock issued as of December 31,
         2000, 17,271,878 shares are restricted pursuant to the Securities Act
         of 1933.

NOTE 14- EQUITY COMPENSATION AND STOCK OPTIONS

         On April 26, 2000 the Company issued 367,988 shares and on September 13
         and 14, 2000, 3,950,000 shares of common stock as compensation to
         employees of Infotopia, Inc. for their involvement in the Company's
         activities. These shares have a vesting date of April 26, 2000 and are
         valued at $.001 per share (market at date of grant). As of
         December 31, 2000, employees holding 4,242,988 of such stock
         certificates remain employed by the Company and the total expense
         associated with these shares is included in the financial statements.

         Pursuant to his employment contract, on June 1, 2000, the Chief
         Executive Officer was granted options to purchase 1,000,000 shares of
         common stock with an exercise price of $.125 (the lowest market price
         of the prior twelve months); fair market value at date of grant was
         $.1566; therefore, a compensation cost aggregating $.0316 per share
         has been recognized in the financial statements. On December 13, 2000,
         the CEO was granted options to convert one-third of his salary into
         928,000 shares of common stock with an exercise price of $.0625 (the
         lowest market price of the prior twelve months); fair market value at
         date of grant was $.0781; therefore, a compensation cost aggregating
         $.0156 per share has been recognized in the financial statements. On
         December 15, 2000, the CEO was granted options to purchase 2,167,000
         shares of common stock with an exercise price of $.0625 (the lowest
         market price of the prior months) for services on the board of
         directors; fair market due at date of grant was $.0938; therefore, a
         compensation cost aggregating $.0313 per share has been recognized in
         the financial statements.

         Pursuant to his employment contract, on June 1, 2000, the President
         was granted options to purchase 800,000 shares of common stock with an
         exercise price of $.125 (the lowest market price of the prior twelve
         months); fair market value at date of grant was $.1566; therefore, a
         compensation cost aggregating $.0316 per share has been recognized in
         the financial statements. On December 13, 2000, the President was
         granted options to convert one-third of his salary into 880,000 shares
         of common stock with an exercise price of $.0625 (the lowest market
         price of the prior twelve months) fair market value at date of grant
         was $.0781; therefore, a compensation cost aggregating $.0156 per
         share has been recognized in the financial statements. On December 15,
         2000, the CEO was granted options to purchase 2,167,000 shares of
         common stock with an exercise price of $.0625 (the lowest market price
         of the prior months) for services on the board of directors; fair
         market value at date of grant was $.0938; therefore, a compensation
         cost aggregating $.0313 per share has been recognized in the financial
         statements

         Pursuant to his employment contract, on June 1, 2000, the Secretary
         was granted options to purchase 600,000 shares of common stock with an
         exercise price of $.125 (the lowest market price of the prior twelve
         months); fair market value at date of grant was $.1566, therefore, a
         compensation cost aggregating $.0316 per share has been recognized in
         the financial statements. On December 13, 2000, the Secretary was
         granted options to convert one-third of his salary into 533,320 shares
         of common stock with an exercise price of $.0625 (the lowest market
         price of the prior twelve months); fair market value at date of grant
         was $.0781; therefore, a compensation cost aggregating $.0156 per
         share has been recognized in the financial statements. On December 15,
         2000, the Secretary was granted options to purchase 2,167,000 shares
         of common stock with an exercise price of $.0625 (the lowest market
         price of the prior months) for his services as Company Secretary; fair
         market value at date of grant was $.0938; therefore, a compensation
         cost aggregating $.0313 per share has been recognized in the financial
         statements.


                                     - 20 -
<PAGE>   41
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 14- STOCK OPTIONS (Continued)

         Pursuant to a board of Directors resolution, dated December 13, 2000, a
         board member was granted options to purchase 2,500,000 shares of the
         Company's common stock at $.0625 per share, the lowest closing price of
         the Company's common stock during the past 12 months. All options
         issued are exercisable within 1 year from date of issuance. As of
         December 31, 2000, none of the options had been exercised.

         Pursuant to an interim agreement between Infotopia and Modern Health
         Sciences, Inc. ("Modern Health"), dated October 30, 2000, Modern Health
         was granted options for management services to be rendered on December
         15, 2000 to purchase 4,666,667 shares of the Company's Common Stock at
         an exercise price of $.06 per share. All options issued are exercisable
         with 1 year from date of issuance. As of December 31, 2000, none of the
         options had been exercised.

         In addition to the stock options granted to employees, the Company has
         granted 4,666,667 options with an exercise price of $.0625 to an
         outside consultant for the services performed related to management
         services for a new product line. These options were valued at $200,278,
         using the Black-Scholes option pricing model and have been included in
         consulting services.

         The following table summarizes the option activity during the ten
         months ended December 31, 2000:

<TABLE>
<CAPTION>
                                                                      Weighted
                                                                      Average
                                                                      Exercise
                                                     Shares           Price
                                                     ------------     ----------

         <S>                                         <C>              <C>
         Options outstanding at beginning of year             --              --
         Options exercised                                    --              --
         Options granted                              18,075,987         $0.0533
         Options forfeited/expired                            --              --
                                                     -----------
         Options outstanding at end of year           18,075,987         $0.0533
                                                     ===========         =======
                                                                         $0.0625
         Option price ranges at end of year                            to $0.125
         Weighted-average fair value of options
          Granted during the year                                        $0.0533
         Options exercisable at end of year           18,075,987
                                                      ==========
</TABLE>





                                     - 21 -
<PAGE>   42
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 14- STOCK OPTIONS (Continued)

         The following table summarizes options outstanding at December 31,2000:

<TABLE>
<CAPTION>
                                                                 Weighted
                                               Weighted           Average
         Number                                 Average          Remaining
         Outstanding     Exercise prices    Exercise prices   Contractual life
         -----------     ---------------    ---------------   ------------------

         <S>             <C>                <C>               <C>
         2,400,000       $0.1250            $0.1250           0.414
         15,675,987      $0.0625            $0.0625           0.959
</TABLE>

         The fair value of each option grant is estimated on the date of grant,
         using the Black-Scholes options-pricing model, with the following
         weighted-average assumptions used for grants during the ten months
         ended December 31, 2000:

<TABLE>

         <S>                                              <C>
         Risk-free interest rate                            4.88% to 5.96%
         Volatility rate                                  128.57%
         Expected lives                                     0.414 to 0.959 years
</TABLE>

         The Company uses the intrinsic value method (APB Opinion 25) to account
         for its stock options granted to officers, directors, and employees.
         Under this method, compensation expense is recorded over the vesting
         period based on the difference between the exercise price and quoted
         market price on the date the options are granted.

         Had the Company chosen the fair value method of accounting for
         transactions involving stock option issuance (SFAS No. 123), the
         Company would have recorded and additional $650,165 as presented by the
         pro forma statement below:
<TABLE>
<CAPTION>
        <S>                                           <C>
         Net loss as reported                          $  (26,735,233)
         Pro forma net loss                            $  (27,385,398)
         Net loss per common share                     $         (.25)
         Pro forma loss per share                      $         (.26)
</TABLE>

NOTE 15- INCOME TAXES

         The components of the provision for income taxes are as follows:

         Current Tax Expense
           U.S. Federal                                             $         --
           State and Local                                                    --
                                                                    ------------
         Total Current                                                        --
                                                                    ------------

         Deferred Tax Expense
           U.S. Federal                                                       --
           State and Local                                                    --
                                                                    ------------
         Total Deferred                                                       --
                                                                    ------------


                                     - 22 -
<PAGE>   43
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 15- INCOME TAXES (Continued)

         The reconciliation of the effective income tax rate to the Federal
         statutory rate is as follows for the ten months ended December 31,
         2000:


         <TABLE>
         <S>                                                       <C>
         Federal Income Tax Rate                                         (34.0)%
         Effect of Valuation Allowance                                    34.0 %
                                                                       ---------
         Effective Income Tax Rate                                         0.0 %
                                                                      ==========
         </TABLE>

         At December 31, 2000, 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 assets and liabilities are as follows:

         <TABLE>
         <S>                                                       <C>
         Deferred Tax Assets
           Loss Carry-forwards                                      $12,580,000
           Less:  Valuation Allowance                               (12,580,000)
                                                                 ---------------
         Net Deferred Tax Assets                                 $            -
                                                                 ===============
         </TABLE>

         Net operating loss carry-forwards expire starting in 2007 through 2019.
         Per year availability is subject to change of ownership limitations
         under Internal Revenue Code Section 382.

NOTE 16- GOING CONCERN

         The accompanying financial statements have been prepared assuming the
         Company will continue as a going concern. As of December 31, 2000, the
         Company has an accumulated deficit of $38,026,530 and a current loss of
         $26,735,233. 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 17- SUBSEQUENT EVENTS

         In January 2001, the Company entered into one-year employment contracts
         with five new employees with terms expiring between January 1 and
         January 10, 2002. In connection with these employment agreements, the
         employees have the option to convert one third on their salaries each
         year into the Company common stock. The exercise price is the lowest
         closing price of the preceding 12 months.


                                     - 23 -
<PAGE>   44
                         INFOTOPIA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 17- SUBSEQUENT EVENTS (Continued)

         On February 1, 2001, the Company entered into a retainer agreement for
         financial public relations counsel and for a program of financial
         communication and investor relations. The 12 month agreement calls for
         a monthly retainer of $5,000, plus direct and indirect expenses and the
         issuance of immediately vesting options to purchase 3,000,000 shares of
         the Company's common stock, exercisable at the closing bid price on
         February 1, 2001. The options expire January 31, 2006, and will be
         adjusted for any future stock splits and stock dividends.





















                                     - 24 -