Infotopia Inc · 10KSB · For 2/28/00

Filed On 6/12/00 1:35pm ET   ·   SEC File 0-25157   ·   Accession Number 1084178-0-195

Annual Report -- Small Business   ·   Form 10-KSB
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Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       45±   133K 

Document Table of Contents

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35                

SECURITIES AND EXCHANGE COMMISSION                

Washington, D.C. 20549                
______________________                

FORM 10-KSB               

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

For the fiscal year ended February 29, 2000                           

[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE                    
SECURITIES                                                            
EXCHANGE ACT OF 1934                                                

For the transition period from______ to _______                       

Commission file number: 000-25157                 

Dr. Abravanel's Formulas, Inc.                
(Exact name of registrant as specified in its charter)                  

Nevada                                                      
          95-4685068
(State or other jurisdiction of         (IRS employer               
         identification no.)
incorporation)                                                      

124 South Hudson Avenue, Los Angeles, CA                   90             
004                                                                             
(Address of principal executive offices)                  (Zip              
Code)                                                                           

Issuer's telephone number: (213) 933-0163                             

Securities registered pursuant to Section 12(b) of the Exchange                 
Act:                                                                            

Title of each class           Name of each exchange on              
which registered    
None                                         None           

Securities registered pursuant to Section 12(g) of the Act:                 
Common              

Check whether the issuer (1) filed all reports required to            
be filed by Section 13 or 15(d) of the Securities Exchange Act of               
1934 during the preceding 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                  
pursuant to Item 405 of Regulation S-B is not contained herein,                 
and will not 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.     [ X  ]                                                    

The issuer's revenues for its most recent fiscal year were $          
-0-                                                                             

The Company has established market for its common shares.             
Therefore, management has valued the 1,341,353 shares held by                   
non-affiliates as of April 15, 2000  at $133,000 or the aggregate               
price paid by such non-affiliates for the shares in the Company's               
offering.                                                                       

The number of shares outstanding of the issuer's common               
stock as of April 15, 2000, was 12,841,353 shares of common                     
stock, $.001 par value per share.                                               

Transitional Small Business Disclosure Format YES   [    ]            
NO  [ X ]                                                                       
PART I                

Item 1.   Description of Business.                                              

BUSINESS DEVELOPMENT                                                            

Dr. Abravanel's Formulas, Inc., a Nevada corporation (the             
"Company") is a nutritional supplement development and marketing                
corporation.  The Company was incorporated on April 28, 1998 and                
is headquartered at 124 South Hudson Avenue, Los Angeles, CA                    
90004.  On that same date, the Company entered into a Transfer of               
Formula Agreement through which it acquired the exclusive rights                
to market certain formulas developed by  Dr. Elliot Abravanel for               
$50,000 in cash and  the issuance of an aggregate of 10,000,000                 
of its common shares. The formulas are further discussed under                  
"BUSINESS OF THE COMPANY",  below.  In order to fund the initial                
development and marketing of the acquired formulas,  from May of                
1998 through September 1998, the Company conducted an offering of               
its common stock. under the exemption provided for  under                       
Sections 4(2) and  3(b), Regulation D, Rule 504.  The Company                   
sold 1,341,353 shares of its common stock to for gross proceeds                 
of approximately $133,000 which was allocated to general working                
capital.                                                                        

BUSINESS OF THE COMPANY                                                         

Principal Products of the Company and their Markets                             

The Company's Product Line: Three Nutritional Supplements             

All of the Company's nutritional supplement formulas are              
designed to assist in the reduction or elimination of various                   
cravings.  The Company currently offers three nutritional                       
supplements although the Company may choose to change the names                 
of the products during the development and marketing process as                 
it has already done in the case of Dr. Abravanel's Special                      
Formula for Vibrant Health. The three nutritional supplements                   
are:                                                                            

Dr. Abravanel's Special Formula for Weight Loss                       
Dr. Abravanel's Special Formula for Meal Replacement                  
Dr. Abravanel's Special Formula for Vibrant Health ( which            
is now called "Replen 100 for Vibrant Health" )                       

The following is a description of each of the products:               
Dr. Abravanel's Special Formula for Weight Loss -  for those          
who want to lose weight. The active ingredients of this product                 
are Ma huang and Schizandra 25% each with the remaining 50% split               
in equal quantities among Magnolia bark, Asarum, Evodia, Scute                  
Gardenia,  Phellodendron,  Licorice,  Ginger and Jujube.                        

Dr. Abravanel's Special Formula for Vibrant Health ("Replen           
100") is a general formula providing benefits of greater energy,                
greater alertness, less aches and pains, a feeling of contentment               
or steadiness, designed for those who do not need to lose weight.               
This product contains a wide variety of vitamins and minerals                   
which are set forth below:                                                      

Vitamins:                                                                       

A (water soluble)                                       5,000 IU                
D-3                                                       200 IU                
E (d-alpha tocopherol succinate, water soluble)            50 IU                
C (ascorbic acid)                                         100 mg                
Folic acid                                                200 mcg               
B-1 (thiamine mononitrate)                                 15 mg                
B-2 (riboflavin)                                           15 mg                
B-3 (niacinamide)                                          50 mg                
B-6 (pyridoxine)                                           15 mg                
B-12 (cyanocobalamin)                                      50 mcg               
Pantothenic acid                                           15 mg                
Biotin                                                   12.5 mcg               
Choline bitartrate                                         50 mg                
Citrus biofavonoids                                      12.5 mg                
Inositol                                                   50 mg                
Rutin                                                    12.5 mg                
Para-aminobenzoic acid                                     15 mg                
Glutamic acid Hcl                                        12.5 mg                
Betaine Hcl                                              12.5 mg                

Minerals:                                                                       

Calcium (Bone meal)                                        30 mg                
Magnesium (oxide)                                          10 mg                
Iron (fumarate)                                            10 mg                
Manganese (gluconate)                                       6 mg                
Iodine (kelp)                                             75 mcg                
Copper (gluconate)                                          1 mg                
Zinc (gluconate)                                            5 mg                
Phosphorus (Bone meal)                                     15 mg                

These active ingredients are mixed in a base containing               
kelp, alfalfa, watercress, parsley and lecithin.                                

Dr. Abravanel's Special Formula for Meal Replacement -  A             
special formula to replace one meal a day. This formula contains                
a natural formulation of plant-derived minerals and other                       
nutrients, designed to reduce cravings for sweets, starches and                 
greasy foods. Each portion contains two scoops of milk and egg                  
protein powder (28gm) and supplies the following vitamins and                   
minerals:                                                                       

                     % Daily Value (based on
2000 cal diet)                                                                  
Cholesterol 5mg                                   2%                            
Sodium 35mg                                       2%                            

Potassium 70mg.                                   2%                            
Total Carb 0g                                     0%                            
Protein 24g                                      46%                            
Vit A                                            35%                            
Vit C                                            35%                            
Calcium                                          50%                            
Iron                                             35%                            
Vit D                                            35%                            
Vit E                                            35%                            
Thiamin                                          35%                            
Riboflavin                                       35%                            
Niacin                                           35%                            
Vit B6                                           35%                            
Folate                                           35%                            
Vit B12                                          35%                            
Biotin                                           35%                            
Pantothenic acid                                 35%                            
Phosphorus                                       35%                            
Iodine                                           35%                            
Magnesium                                        35%                            
Zinc                                             35%                            
Copper                                           35%                            

The Development of the Formulas                                       

The Company has developed its products under the guidance of          
its Chairman and President, Elliot Abravanel, MD specifically for               
the reduction or elimination of cravings in people. The Company's               
products are designed to reduce cravings for sugar, starch, and                 
greasy food. Dr. Abravanel believes that if a person's cravings                 
are reduced or eliminated, several benefits may result.                         
Furthermore, by reintroducing certain missing nutrients provided                
by plant derived colloidal minerals, amino acids, vitamins, and                 
certain herbs in the right amounts and proportions, persons with                
physical or psychological health concerns may benefit.  In layman               
terms, "Colloidal minerals" are "super" small minerals that are                 
highly absorbable because they can pass through and into human                  
cells. Dr. Abravanel also believes it is the lack of these                      
specific nutrients that give rise to cravings that could result                 
in many physical and psychological disorders which include the                  
following:                                                                      

Weight problems                                                       
Greater susceptibility to stress                                      
Fatigue                                                               
Mental and physical health problems                                   
Drug and alcohol dependency                                           
(No scientific studies have been done on the Company's products,                
and the Company makes no health claims for disease treatment of                 
any kind.)  This belief is based upon a large body of work going                
back about 25 years relating the effects of nutrients to                        
behavior, particularly to overall brain function and feeding                    
behavior. These works include the following, all of which were                  
published and authored by parties unrelated to the Company or its               
management:                                                                     

Recent advances in the clinical and biochemical effects of            
chromium deficiency.                                                  
Anderson RA                                                           
Prog Clin Biol Res 1993;380():221-34                                  

Chromium and its relation to carbohydrate metabolism.                 
Mertz W                                                               
Med Clin North Am 1976 Jul;60(4):739-44                               

Chromium depletion in the pathogenesis of diabetes and                
atherosclerosis.                                                      
Boyle E Jr, Mondschein B, Dash HH                                     
South Med J 1977 Dec;70(12):1449-53                                   

Carbohydrates and human appetite.                                     
Blundell JE, Green S, Burley V                                        
Psychology Department, University of Leeds, UK.                       
Am J Clin Nutr 1994 Mar;59(3 Suppl):728S-734S                         

Chromium as an essential nutrient for humans.                         
Anderson RA                                                           
Beltsville Human Nutrition Center, U.S. Department of                 
Agriculture, ARS,                                           
Beltsville, Maryland 20705, USA.                                      
Regul Toxicol Pharmacol 1997 Aug;26(1 Pt 2):S35-41                    

Safety and efficacy of long-term treatment with ephedrine,            
caffeine and                                                          
an ephedrine/caffeine mixture.                                        
Toubro S, Astrup AV, Breum L, Quaade F                                
Research Department of Human Nutrition, Royal Veterinary and          
Agricultural University, Fredriksberg, Copenhagen, Denmark.           
Int J Obes Relat Metab Disord 1993 Feb;17 Suppl 1():S69-72            

Dietary influences on the synthesis of neurotransmitters in           
the brain.                                                            
Growdon JH, Wurtman RJ                                                
Nutr Rev 1979 May;37(5):129-36                                        

Control of brain neurotransmitter synthesis by precursor              
availability                                                          
and food consumption. pp. 103-21.                                     
Wurtman RJ, Cohen EL, Fernstrom JD                                    
In: Usdin E, et al., ed. Neuroregulators and psychiatric              
disorders.                                                            
New York, Oxford Univ Press, 1977. WM 100 N494 1976. ;():             
Nutrients, neurotransmitter synthesis, and the control of             
food intake.                                                          
Wurtman RJ, Wurtman JJ                                                
Res Publ Assoc Res Nerv Ment Dis 1984;62():77-86                      

Ways that foods can affect the brain.                                 
Wurtman RJ                                                            
Nutr Rev 1986 May;44 Suppl():2-6                                      

Neurotransmitters, control of appetite, and obesity.                  
Wurtman RJ                                                            
Department of Applied Biological Sciences, Massachusetts              
Institute of                                                          
Technology, Cambridge.                                                
Curr Concepts Nutr 1988;16():27-34                                    

Physiological effects of food carbohydrates.                          
Jeanes, Hodge ACS                                                     
Symposium Series #15 American Chemical Society. (1975)                
Aberrant snacking patterns and eating disorders in patients           
with                                                                  
obsessive  compulsive disorder.                                       
O'Rourke DA, Wurtman JJ, Wurtman RJ, Tsay R, Gleason R, Baer          
L, Jenike                                                             
MA Clinical Research Center, Massachusetts Institute of               
Technology,                                                           
Cambridge. 1975)                                                      

However, many studies show that certain vitamin or mineral            
deficiencies produce certain negative influences.  For example,                 
in respected peer-reviewed journals, copper deficiencies have                   
been shown to increase hair loss, chromium deficiency - sugar                   
cravings, and so on.  All of the Company's supplemental formulas                
provide general benefits which may result in the following:                     

Greater energy                                                        
Greater alertness                                                     
Reduced aches and pains                                             
A feeling of contentment or steadiness                                
Reduction or elimination of cravings                                  

The Market for the Company's Products                                 

The Company is attempting  to participate in the North                
American nutritional supplement industry, specifically marketing                
products developed by Elliot Abravanel, M.D.  The nutritional                   
supplement industry is vast.  The US vitamin, supplement and                    
mineral product sales exceeded $6.5 billion in 1996 according to                
Packaged Facts (New York, NY).  In addition, the natural products               
industry sales totaled $11.5 billion in 1996. There is a consumer               
trend toward taking control of one's health through natural means               
such as vitamin, mineral, and herbal supplements.                               
At the present time, the industry is highly fragmented, with          
more than 800 companies making or marketing brand name or                       
private-label products.  A growing trend in private label                       
supplements is the combination of multi- vitamins with herbal                   
supplements which is similar to what the Company intends to do.                 
Health and natural foods stores are the main sales outlets for                  
products like the Company's.  However, mass market activity such                
as direct or multi- level sales have been increasing, followed by               
mass merchandisers and drug stores.  Most large vitamin companies               
provide several different selections of vitamins, mineral and                   
herbal supplements.  Prices and quality also vary from company to               
company.                                                                        

Management believes that the Company's products are                   
beneficial in that most people can easily notice the results,                   
especially the reduction or elimination of various cravings and                 
improved sense of well-being.  The primary focus of the Company's               
business plan is to bring these impact products to market and                   
introduce new life-enhancing products as they are developed.                    

The nutritional supplement industry appears to be growing           
at a healthy  rate.  Management therefore believes that there are               
significant opportunities available in the market for its                       
products.                                                                       

Dr. Abravanel believes the Company's products have enormous           
general appeal and in most cases are significantly different from               
other nutritional supplements on the market because they are:                   

Aimed toward reducing or eliminating craving.                         

The minerals which are a key ingredient are colloidal and             
plant derived vs. metallic or chelated (as in the vast                
majority of supplements) thus are believed to be more                 
effectively and readily absorbable by the body. A 'chelate'           
is a compound having a ring structure that usually contains           
a metal ion held by coordinate bonds. A 'chelated mineral'            
is a metallic mineral bound in such a structure.  Simply              
put, chelated minerals, because of this bound nature,                 
becomes more readily absorbable into the cell structure, but          
not as efficient as colloidal minerals.                               

In most cases, discernable benefits can be noticed by most            
people in a short period of time making it more likely that           
clients will continue their use.                                      

Each formula provides necessary amino acids, vitamins,                
minerals and herbs (when necessary) for convenient                    
consumption so that one product instead of several has to be          
ingested.                                                             

A complementary Men's and Women's herbal formula will be              
introduced in the future to provide additional benefits.              
The Company's focus is on developing a monthly program                
versus one-time orders; and therefore making it easier for the                  
consumer to continue the use of the Company's products.                         

Effect of Governmental Regulations/Need for Governmental Approval               

As is the case with almost all herbal, vitamin and mineral            
formulas, the Company's products have no government regulation                  
involving their human consumption and no governmental permits                   
required.   However, there are recommendations as to the amounts                
that are considered to be in excess for human consumption.  Ma                  
huang, for example, while not directly regulated has been an herb               
that must be taken in low dosages as recommended by the FDA.  The               
Company and its suppliers adhere strictly to all governmental                   
guidelines.  The Company fully discloses all ingredients and                    
usage amounts on its labels.  Although the Company is not a                     
multi-level or network marketing company, if it elects to                       
initiate a referral reward program as part of its marketing                     
approach,  it may fall under laws and regulations governing                     
network marketing.                                                              

Distribution Method of the Company's Products                                   

Other than testing market response to its product line,  the          
Company has not distributed its products into the market place                  
during its 1999- 2000 fiscal  year.  Its current marketing plan                 
includes:  (1)  working on its product line concept, (2) studying               
various marketing strategies, (3)  building relationships with                  
manufacturers and (4) conducting test marketing.  In developing                 
the Company's planned entrance into the market place, the Company               
believes that Dr. Abravanel contributes a significant degree of                 
in-depth industry experience, knowledge, reputation, credibility                
and a network of industry contacts and relationships. The Company               
acknowledges, however, that it has been negatively impacted by a                
radical decline in profit margins in the industry.                              

Test Marketing of Replen 100                                          

The Company's ultimate marketing approach will be dependent           
on current test marketing of its products.  In the latter half of               
the Company's fiscal year, it narrowed its product test marketing               
to only one of its three market ready products which it renamed                 
Relen 100 for Vibrant Health ("Replen 100").   The results of the               
test marketing have not been as positive as the Company hoped and               
it is continuing to test market response to  the product in an                  
effort to generate sufficient interest to begin actual marketing                
efforts. The Company test marketing has consisted mainly of                     
sending free samples of Replen 100 to ??? and analyzing                         
responses.                                                                      

Some of the Company's Planned Marketing Approaches                    
When and if the Company believes its product(s) are ready         
for marketing,  it  intends to use wide range of marketing                      
approaches with a primary focus on direct response radio                        
commercials, newspaper and magazine advertisements, Internet and                
telemarketing sales and seminars with Dr. Abravanel or one of the               
Company's representatives.  In addition, the Company may choose                 
to operate Kiosks in high foot traffic areas such as malls.                     
Television and radio commercials or infomercials may be used as                 
well.  Some of the Company's distribution methods which it hopes                
to initiate when and if it believes marketing of its products are               
warranted are:                                                                  

REFERRAL REWARD PROGRAM: The Company may  develop a referral          
reward program allowing customers to benefit financially by                     
referring people to the Company's product line.  The Company may                
elect to become a network or multi-level marketing company in the               
future. The Company's planned Referral Reward Program would be a                
financial incentive or product credit given to customers who                    
refer new customers to the Company.  It is anticipated that the                 
format may include a one time incentive or possibly continued                   
incentives as the "referred" customer continues to purchase                     
products.  The Company would institute a Referral Reward Program                
to increase business. There are, however, several business risks                
associated with a Referral Reward program in that the Company                   
will have to ensure that such a program does not violate either                 
federal and state regulations.  These regulations include such                  
matters as pyramid scheme statutes, lottery laws, buyers club                   
legislation and referral sales state statutes. Prior to                         
commencing a Referral Reward Program, the Company will retain                   
legal, computer, and accounting experts in this field to make                   
sure that the program is in compliance with all applicable laws.                

LICENSING.  The Company may elect to license its product              
line by private label to other nutrition companies, physicians                  
for in office sales, or network marketing companies.                            

DIRECT SALES:  The Company will also use a  direct sales              
approach in its marketing efforts.  The Company expects to work                 
with experts in various advertising and direct marketing fields                 
to design and develop promotional campaigns.  Initially, the                    
Company intends to contract out 800 or 900 telephone response                   
sales to respected calling centers as well as using reputable                   
fulfillment houses for delivery of the Company's products to its                
customers.                                                                      

Competitive Business Conditions; Position in the Industry;                      
Methods of Competition                                                          

There are many supplement companies competing for market            
share.  The Company believes,  however, large business potential                
exists for well-organized, properly managed, and adequately                     
capitalized companies. Because of the unique features of Dr.                    
Abravanel's formulas and the fact that he, a medical doctor,                    
represents the products, the Company believes it can achieve                    
revenue and profit objectives to become successful.                             
The Company will compete with many other companies in the             
nutrition supplement industry, most of which are better financed                
and which have more experience than that of the Company. Most of                
these companies have greater capital, and a bigger loyal customer               
base than the Company. And while the Company's formulas are                     
distinct, they are not necessarily unique.  Other companies have                
vitamin, mineral and amino acid combinations And are in a better                
position to compete in the market place.  There can be no                       
assurance that the consumer will accept the Company's products in               
the scale needed to achieve profitably.  Revenues realized from                 
the sale of products are largely a function of connecting with                  
the consumer through advertising campaigns.  There is no                        
assurance these campaigns will be successful.  It is not possible               
to predict accurately the effect that any of these competitive                  
factors may have on the success of the Company's business.                      

Source and Availability of Raw Materials/Principal Suppliers                    

The vitamins and minerals which comprise Dr. Abravanel's              
formulas are readily available from a multitude of sources.  In                 
addition, there are numerous manufacturers with the capability of               
manufacturing the products to the Company's  specifications some                
of which the Company has already developed certain relationships                
with.  Some of the principal suppliers which the Company has                    
available to it are companies such as Rockland Corporation                      
headquartered in Omaha City, Nebraska, and Clark Corporation of                 
Utah.                                                                           

Dependence on a Few Major Customers                                             

Management does not believe that the Company will be                  
dependent on a few major customers.                                             

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty                 
Agreements                                                                      

The Company has no current intellectual property protection           
and has no pending application of property protection. Management               
believes that any property protection such as patents, licenses,                
copyrights, etc. are not appropriate since many competing                       
products contain various ingredients that are in the Company's                  
product line.                                                                   

Agreements with Dr. Abravanel & Mr. Delott                                      

On April 28, 1998, the Company entered into a Transfer of             
Formula Agreement by which the Company owns 100% of the rights of               
all formulas it markets.  These do not include, however, formulas               
that Dr. Abravanel has  developed that the Company does not                     
market.  Nor does this agreement prohibit Dr. Abravanel from                    
distributing his current and his future formulas that the Company               
does not own through other venues if he so desires. In exchange                 
for granting worldwide ownership rights of the formulas to the                  
Company, Dr. Abravanel and Mr. Delott each received 5,000,000                   
shares of the Company's common stock.  The Agreement also                       
provided that Dr. Abravanel and Mr. Delott are to receive a                     
payment totaling $50,000 and that they each had the right to                    
purchase an additional 750,000 shares of common stock at $.001                  
per share,                                                                      
which right Dr. Abravanel exercised in full on August 26, 1998                  
and Mr. Delott in full on August 20, 1998.                                      

Number of Employees                                                             

The Company currently has 2 employees, Dr. Abravanel and            
Mr. Delott, both of whom are considered full time.                              
Subsequent Events                                                               

On  April  25,  2000, the Board of Directors of  Dr.  Abravanel's               
Formulas,  Inc. (DABV) approved a Plan of Exchange by  which  the               
Company would acquire 100% of the outstanding stock in Infotopia,               
Inc., in exchange for common stock of DABV. The exchange was also               
approved by the Board of Directors and shareholders of Infotopia,               
Inc. on the same day.                                                           

Infotopia  was, at that time, presently a wholly-owned subsidiary               
of  National Boston Medical, Inc. ("NBMX"), a Nevada corporation.               
NBMX,  as  the  shareholder of Infotopia, Inc., shall  receive  a               
total  of  8,167,387 shares of DABV's common stock  for  the  100               
shares of Infotopia, Inc. common stock that it held, representing               
100%  of  the authorized common stock of Infotopia. The  Plan  of               
Exchange was submitted and approved by the Board of Directors  of               
Infotopia  and to the Board of Directors of NBMX, as shareholders               
of the common stock of Infotopia, on the same day.                              

On  April  26,  2000, as a result of the Plan  of  Exchange,  the               
Company changed its name to Infotopia, Inc.                                     

On  April 25, 2000, the Company accepted the resignation  of  Dr.               
Abravanel  as a member of the board of directors and as President               
of  the  Company. Mr. Dan Hoyng was appointed to fill the vacancy               
left by Mr. Abravanel's resignation.                                            

On  April 25, 2000, the Company also accepted the resignation  of               
Mr. Mark Delott as a member of the board of the directors and  as               
an  officer of the Company. The remaining board member  appointed               
Mr. Ernie Zavoral to fill the vacancy left by Mr. Delott.                       

On  April  25, 2000, the Company's Board decided to increase  the               
Board  to  three members and appointed Clinton Smith to fill  the               
vacancy created by the increase to three members.                               

On April 25, 2000, Mr. Dan Hoyng was appointed as Chief Executive               
Officer,  Mr. Ernie Zavoral was appointed as President,  and  Mr.               
Marek Lozowicki was appointed as Secretary and Treasurer.                       

Infotopia recognized early on that the lifeblood of Direct to                   
Retail marketing is a new product.  The key to new products is                  
the inventor.  Infotopia's structure and philosophy is dedicated                
to recruiting and supporting new inventors.  Utilizing this                     
philosophy,  Infotopia secured the rights to all new products by                
Dean Tornabene and Charles Perez  they are the co-inventors of                  
the Bunn and Thigh Sculptor, the Ab Rocker and several other                    
products that have been utilized in Direct Response  to Retail                  
Marketing.  These products have produced over 300 million dollars               
in sales during the past four years and continue to produce at a                
very high level.  Infotopia also signed the highly successful                   
inventor Cactus Jack Barringer.  The June 10, 1999 edition of                   
Investors business daily states, "to get peoples attention for                  
his sales pitches, Barringer packages himself.  He uses his                     
"Cactus Jack" character on his products.  He speaks loudly and is               
dressed in colorful cowboy outfits made by Elvis's tailor to                    
catch viewer's eyes and ears."  Cactus Jack has turned this sales               
pitch into over Ten Million in sales of his One Shot Cleaner on                 
exclusively QVC the past four years.  Infotopia will now develop                
additional Direct Response marketing methods for Cactus Jack.                   

Infotopia is turning these inventors into the core of its                       
competitive advantage in the industry.  Management feels it has                 
developed an efficient and responsive corporate structure and                   
developed a team of quality strategic partners to minimize cost,                
create depth of knowledge and grow the profits of the company.                  

Direct Marketing encompasses commercials, infomercials, print                   
media, radio and the World Wide Web.   All of these can lead to                 
tremendous retail exposure in stores all across the world.                      
Infotopia plans to customize a Direct Response approach for each                
product.   In 1998 over 844 million dollars in television                       
infomercials were aired.  These infomercials helped create over                 
759 billion in consumer direct marketing sales.                                 

Infotopia has completed three new infomercials, the BodyRocker,                 
Cactus Jack's  One Shot Catch a Lot Fishing System, and Dean                    
Tornabene's Fat Fighting System.  Infotopia is projecting these                 
new products and additional projected launches in the coming year               
to help them achieve their goal of  $0.48   per share profit, on                
a project 15 million shares outstanding at the end of fiscal                    
2001, with projected gross sales of  $40,858,697.00.                            

The Company's mission is to produce, market and distribute an                   
expanding line of high-quality, innovative medical, health, and                 
fitness and consumer products.  Infotopia seeks out products that               
deliver superior value, outstanding quality and competitive                     
prices to best satisfy customer demand.  The company markets its                
products to consumers and medical professionals through a variety               
of marketing channels, including highly effective infomercials,                 
distributor alliances, and Internet e-commerce.  The management                 
at Infotopia is committed to increasing corporate revenues and                  
profits and to providing our shareholders with a high growth                    
investment.  The company will continue to actively pursue new                   
products and beneficial alliances while continuing its phenomenal               
growth of revenue and profits.                                                  

Infotopia Inc.                
                                      Overview
INFOTOPIA Inc. is a Direct to Retail Marketing alternative.                     
Infotopia's vision is to provide a comprehensive marketing plan                 
where reality exceeds expectations.                                             
Infotopia is fast becoming a leader in Electronic Retailing,                    
specializing in Direct Response Television (DRTV).  Electronic                  
Retailing is the use of any electronic media to present products                
to the consumer and provide a means of purchasing.  There are                   
four characteristics of electronic retailing:                                   
1.   Electronic media includes television, radio and the                        
Internet.                                                                   
2.   The message contains all information that the consumer needs               
to make a buying decision.                                                      
3.   There is a specific offer made to the consumer.                            
4.   There is an appeal to the consumer to make an immediate                    
buying decision.                                                                

There are Five Steps in developing an effective Electronic                      
Retailing campaign.                                                             
1.   Product development is the process of selecting and                    
positioning a product for an electronic retailing campaign.           
2.   Production is the creation of the script or copy and the                   
development of the creative content of the campaign.                            
3.   Media placement is the selection and booking of the actual                 
airtime for broadcasting the campaign.                                          
4.   Telemarketing & Fulfillment, also known as the "back end,"                 
is the system for receiving calls generated by broadcast                        
campaigns, filling orders, shipping them and processing returns,                
if necessary.                                                                   
5.   Supplemental distribution is the exploitation of other                     
marketing channels, either while the ER campaign is running or                  
after the campaign has run its course.                                          
The life-blood of Direct to Retail Marketing is new products.                   
The key to new products is the inventor.  Infotopia's structure                 
and philosophy is dedicated to recruiting and supporting                        
inventors.                                                                      
The extraordinary success of the Backstroker was the result of                  
trial and error and a fast learning curve on the part of                        
INFOTOPIA management.  "Wisdom comes from experience; experience                
comes from making mistakes."  Deciding that it is better to learn               
from the mistakes of others, INFOTOPIA undertook extensive                      
research into the electronic retailing industry.  INFOTOPIA                     
analyzed the competition for their strengths and weaknesses.                    
"Why do some products succeed while others fail?"  "Why do some                 
companies succeed while others fail?"  INFOTOPIA learned that the               
companies or products that failed all shared some common traits:                
1.   Lack of new products                                                       
2.   Inability to attract inventors                                             
3.   Poorly designed products                                                   
4.   Insufficient cost containment                                              
INFOTOPIA realized that the current Direct Marketing paradigms                  
needed to be challenged and reinvented with the emphasis placed                 
on the inventor.  The inventor is supported by a streamlined                    
organization that is capable of marshalling the skills and                      
resources best suited to a particular inventor and product.                     
Infotopia's streamlined organization provides this new paradigm.                
Through strategic industry alliances, INFOTOPIA is able to offer                
a broad range of talent and expertise that would be extremely                   
expensive to offer "in-house."                                                  
INFOTOPIA's management has chosen to outsource specialty                        
functions to companies with experience and expertise in various                 
areas of "Direct Response to Retail Marketing."  Through                        
outsourcing, INFOTOPIA is able to multiply the company's ability                
to recruit inventors, attract new products, and successfully                    
launch multiple products.  Outsourcing offers the following                     
benefits:                                                                       
1.   Streamlined Organization - Reduced manpower and overhead                   
2.   Streamlined Decision-Making Process - Rapid Market Response                
3.   Increased Efficiency                                                       
4.   Improved Cash-flow                                                         
5.   Improved Profitability                                                     

The table below provides a listing of some of INFOTOPIA's current               
outsourcing alliances.                                                          

                                                                [Download Table]
                                                                    
             FUNCTION                      OUTSOURCE COMPANY        
Infomercial Production              Frederiksen                     
                                    Television                      
                                    Promoseltzer                    
Media Placement                     Frederiksen TV                  
Campaign Management                 M2   Marketing  and   Management
                                    Services                        
                                    Frederiksen Television          
Inbound Telemarketing Center        West TV                         
                                    AfterMarket                     
Fulfillment Center                  National Distribution           
Retail Distribution                  RDI                            
     Catalog Sales                                                  
     Store Front                                                    
International Distribution          Frederiksen Television          

The above list will change depending upon the product and the                   
specialties needed to best market that product.                                 
INFOTOPIA has established these relationships by instituting more               
comprehensive sub-contracting agreements and an advisory board                  
that meets periodically to review management and marketing                      
strategies.                                                                     
                                  Product Line
Infotopia is a product development company that specializes in                  
the flexible marketing, advertising, and direct response sales of               
innovative consumer products.  Infotopia has developed or                       
obtained the marketing rights to several products in growth                     
industries, including, healthcare, fitness, and recreation.                     
Independent research projects have shown that these industries                  
have tremendous marketing and sales potential.  INFOTOPIA is                    
currently direct marketing the Backstroker, which has been highly               
successful among consumers and healthcare professionals                         
throughout the U.S. and abroad.  Additional contracts and                       
agreements have been made with Cactus Jack and Designs by Dean.                 
Based on the particular product and profit potential, INFOTOPIA                 
will outsource portions of a product launch or the entire product               
to other media production companies.                                            
The Company currently has two products that it is marketing                     
through infomercial marketing, known in the industry as Direct                  
Response Television (DRTV).  INFOTOPIA is promoting the highly                  
successful Backstroker Back Massager and the Cactus Jack line of                
One-Shot Cleaning System.  The company is also readying three new               
products by Dean Tornabene for launch in the second quarter of                  
2000: the Body Rocker, Fat Fighter System and One Shot Catch A                  
Lot Fishing System.  INFOTOPIA is actively pursuing and reviewing               
additional products that may lend themselves well to this form of               
marketing.  (See Chapter 3 - "Product Sourcing")                                
        Proposed Production and Media Schedule
            Product: Backstroke  Back Massager
1.   Brief Description: Provides a chiropractic massage at home                 
2.   Launch Date: October 1999                                                  
3.   Projected Weekly Media Budget:  $50,000                                    
4.   Selling Price:  $59.90                                                     
Product:  Dean Tornabene's  Fat Fighting System 
1.   Brief Description: All Natural weight Loss Supplement                      
2.   Launch Date: April 2000                                                    
3.   Projected Weekly Media Budget:  $75,000                                    
4.   Selling Price:  $34.95                                                     
       Product: Cactus Jack's One Shot Cleaner
1.   Brief Description: A One -Shot cleaning system, over                       
5,000,000 bullets sold on QVC, one of the best selling cleaners             
ever on OVC.                                                                
2.   Launch Date: June 2000                                                     
3.   Projected Weekly Media Budget:  $75,000                                    
4.   Selling Price: $29.95                                                      

                         Product:   BodyRocker
1.   Brief Description: Revolutionary Full Body Workout Fitness                 
Machine                                                                     
2.   Launch Date:  May 2000                                                     
3.   Projected Weekly Media Budget:   $500,000                                  
4.   Selling Price:  $399.95                                                    
                           Product:  Spud Whiz
1.   Brief Description: An appliance, which peels and cleans                    
eight potatoes, carrots, apples, cucumbers etc. at once.                    
2.   Launch Date: July 2000                                                     
3.   Projected Weekly Media Budget:  $175,000 &  ($35,000                       
shortform)                                                                      
4.   Selling Price:  $39.95                                                     
  Product:  Cactus Jack's One Shot Catch a Lot
1.   Brief Description: The Lure that thinks it's a tackle box                  
2.   Launch Date: April 2000                                                    
3.   Projected Weekly Media Budget:  $300,000                                   
4.   Selling Price:  $29.95                                                     
5.   Product:                                                                   
                        Product: 3 in 1 Ladder
1.   Brief Description: A ladder that serves as a utility cart                  
and carrying basket.                                                        
2.   Launch Date: November  2000                                                
3.   Projected Weekly Media Budget:  $50,000 (Shortform) &                      
150,000                                                                         
4.   Selling Price:  $49.95                                                     

                         Competitive Advantage
The management of INFOTOPIA believes that the company has a                     
sustainable competitive advantage in the DRTV industry based on                 
the structure and products of the Infotopia division.                           
1.   Efficient and responsive corporate structure                               
2.   Focus on the inventor                                                      
3.   High potential quality products                                            
4.   Quality of outsource partners and strategic alliances                      
Backstroker Back Massager               
The Backstroker is a body massager and health care device                       
designed by a chiropractic physician.  The Backstroker provides                 
valuable muscle stimulation, enhanced circulation, and                          
therapeutic acupressure throughout the neck, back and torso.                    
Users benefit from the specially designed massage elements                      
mounted on a frame that is placed horizontally on the floor.  The               
elements are placed in a specific pattern, vary in size and                     
firmness to provide the correct stimulation and acupressure                     
throughout the entire back.  The unit includes an adjustable neck               
support roller and video instruction tape.                                      
                      Backstroker Endorsements
The Backstroker is endorsed by the World Federation of                          
Chiropractic.                                                                   
The Backstroker won a Silver Medal Award at INPEX XIII, America's               
largest invention trade show, held May 15 - 18, 1997 in                         
Pittsburgh, Pennsylvania.  The INPEX XIII trade show featured                   
over 1,500 different products and 30 different countries were                   
represented.                                                                    
                          1.1  Market Research
The consumer market for massagers and related products has                      
consistently grown during the last 20 years.  Consumers have                    
supported the industry by purchasing electric massage wands,                    
chairs, and manual devices.  Furthermore, the overall growth of                 
the health care and physical fitness industry have complimented                 
the sales of massage related devices.  Industries that provide                  
products that enhance the body or provide a feeling of well being               
have grown significantly due to an increase in consumer demand                  
for products that enhance the body and level of physical                        
fitness/appearance.                                                             
The growth and improvement of direct response marketing and sales               
via infomercials, home shopping networks and commercials has had                
a positive impact on the massager industry.  Manufacturers and                  
retailers are utilizing alternative forms of retailing; such as,                
television shopping and infomercials, merchandising massagers                   
with other home comfort items and promoting the products as a                   
year-round category.  Unit sales, estimated at 4.6 million, are                 
predicted to rise 4 - 10% throughout the entire category.  While                
sales of body mats, massage chairs, and other higher ticket                     
massagers are expected to grow 4-5 times faster than the entire                 
category, which is the fastest growth that the category has                     
experienced in years.                                                           
Currently in the US, more than 60% of all infomercials feature                  
products from the physical fitness, health care, or body care                   
industries.  These products range from exercise devices to diet                 
plans and self-improvement programs.  Consumers are increasingly                
more interested in improving their quality of life by enhancing                 
physical appearance and overall well being.  Manufacturers and                  
retailers have responded to this surge in interest and demand by                
offering more products in these industries at various price                     
points.  Traditionally, consumers had fewer choices in health                   
care and body care devices; furthermore, the products were                      
offered at relatively high price points.  Prior to the mid 80's,                
the products were marketed to high income individuals as                        
"specialty" or "exclusive" items only distributed in specific                   
retail stores or catalogs.                                                      
According to recent market studies, the Backstroker, retailing at               
$59.90 (plus $19.95 shipping and handling), is being marketed at                
an ideal price point for back massage units.  Traditionally,                    
consumers have paid as much as $500 for back massage/therapy                    
products that offer similar benefits as the Backstroker.  Back                  
massage products that provide therapeutic massage and safe spinal               
traction are currently being sold at prices of $200 - $500 per                  
unit.  These products are usually sold in exclusive retail stores               
and catalogs.                                                                   
The following chart demonstrates the value and benefits of the                  
Backstroker as compared to some of the top selling back                         
therapy/massage products sold internationally.  Not only does the               
Backstroker outperform the competition; it beats their prices by                
hundreds of dollars.                                                            

                                                                    [Download Table]
                                                             
                                                             
PRODUCT         PRICE   MASSAGE  EXERCISE  TRACTION  FLEXIBIL
                                                       ITY   
The       Back  $495.    Good    Moderate  Moderate  Minima  
System             00                                  l     
Massage Table   $229.    Good      None      None      None  
                   00                                        
Traction Unit   $179.    None    Minimal     Good    Moderate
                   00                                        
Incline Board   $169.    None      None      Good      None  
                   00                                        
The             $59.9   Excelle  Excellen    Good    Excellen
Backstroker         0     nt        t                   t    
                                                                            
Cactus Jack One-Shot Product Line               
In September 1999, Infotopia announced the signing of "Cactus                   
Jack" Barringer to an exclusive marketing and distribution                      
agreement for all current and future products.  Cactus Jack is                  
truly an `infotainer' whose success on QVC is based on his unique               
blending of entertainment and salesmanship.  One-Shot Cleaner has               
been available on QVC where it is one of their longest running                  
and most successful cleaning products, with over 5 million units                
sold.  The Cactus Jack patented process of `Tabletizing' products               
removes the non-essential water and fillers and significantly                   
reduces the cost of packaging and shipping.  Cactus Jack                        
continues to utilize this innovative technology to develop and                  
launch new products on a regular basis.                                         
Cactus Jack's success has been well chronicled with pictorials                  
and features in People's Magazine, newspapers and magazines                     
across the United States. The June 10, 1999 edition of Investor's               
Business Daily states, "to get peoples attention for his sales                  
pitches, Barringer packages himself. He uses his `Cactus Jack'                  
character on his products.  He speaks loudly and is dressed in                  
colorful cowboy outfits made by Elvis's tailor to catch viewer's                
eye and ears."                                                                  
                                   CACTUS JACK
Over six years ago, Jack Barringer was at home with his wife,                   
Emy, when an Alka-Seltzer ad came on TV.  As tablets dissolved to               
the accompaniment of the familiar "plop, plop, fizz, fizz"                      
jingle, an idea bubbled up into Jack's mind.  "Why can't we make                
a solid cleaner you drop in water?" he said.                                    
With the help of a chemist, Jack created and began manufacturing                
CACTUS JACK'S 1-SHOT ALL PURPOSE CLEANER, a bullet-shaped pellet                
that turns a quart of water into a cleaning solution for                        
everything from floors to mirrors, grease to pet stains.  One-                  
Shot followed up with a Car Wash & Wax pellet and a pill-like                   
laundry "vitamin" to replace detergents, bleaches, fabric                       
softeners, etc.  Last year, Cactus Jack products grossed over $2                
million in sales.                                                               
INFOTOPIA has an exclusive representation contract with Cactus                  
Jack's Marketing to coordinate, with the various infomercial                    
marketing companies, a long-range plan to market the entire line                
of Cactus Jack Products via infomercial, e-commerce and                         
traditional mass market retail.                                                 
           1.2  Cactus Jack's One Shot Cleaner
Cactus Jack's One-Shot Cleaner is different from all other                      
cleaners on the market in that it is uniquely designed as a                     
SOLID, bullet shaped, concentrate, that dissolves in tap water,                 
much like an Alka-Seltzer tablet.  The appeal of Cactus Jack's                  
products is that they do not ship the water, and the cost savings               
are passed on to the consumer.  Product is shipped in boxes of 50               
bullets.  Each bullet makes 32 oz of cleaner.                                   
                        Comparative Advantages
Cactus Jack's One-Shot products compare favorably with                
competitive products on the market.  Cactus Jack's multi-purpose                
cleaning solution is designed to meet the toughest commercial,                  
office and home cleaning jobs.  One-Shot simplifies household                   
cleaning by replacing most cleansers now used with a single                     
product.  One-Shot is biodegradable, non-toxic, water soluble,                  
nonflammable and meets all OSHA requirements for safe cleaning.1                

                                                                [Download Table]
                                                       
TYPE OF CLEANER       AVG. SIZE    AVG.       AVG. COST
                       (in OZ.)    COST        PER OZ. 
                                    PER                
                                  PRODUCT              
CACTUS JACK'S            32.0      1.20     3.7        
                                            .05        
CARPET CLEANER           20.6      4.28         .207   
CARPET ODOR REMOVER      24.8      1.77         .071   
FABRIC UPHOLSTERY        9.5       3.65         .384   
ALUMINUM / STAINLESS     11.0      2.36         .214   
BRASS / COPPER           7.3       3.19         .436   
CLEANER                                                
OVEN CLEANERS            13.3      3.03         .227   
GLASS CLEANERS           29.4      2.39         .81    
WOOD CLEANER             13.2      2.85         .215   
BATHROOM                 21.3      2.54         .119   
MULTI PURPOSE            25.0      2.65         .166   
FLOOR CLEANERS           18.8      2.25         .135   
LAUNDRY STAINS           22.3      2.49         .111   
TOILET BOWL              20.1      1.70         .084   
KITCHEN CLEANERS         23.1      2.98         .124   
AVERAGE                  18.5      2.74         .148   

        Cactus Jack's One-Shot Laundry Vitamin
One-Shot Laundry Vitamin uniquely and conveniently combines           
a cleaner, bleaching agent, fabric softener and water softener                  
into one tablet and is also enjoying great success on QVC.  The                 
product is based on the same principles of One-Shot Cleaner.  The               
product is concentrated and tabletized.  Cactus Jack's ultra                    
concentrated laundry vitamins are environmentally safe and non-                 
toxic. By using these vitamins, you are replacing up to five                    
products commonly used in the home.  They contain vitamins C and                
E, aloe vera gel, brighteners, and Papaya, which helps, gets out                
sauces, grass and blood. Laundry Vitamins also contain a color                  
safe bleach and fabric softeners to help reduce static. Water                   
softeners in this product make One-Shot great for all levels of                 
water hardness.  It can also be used with detergent.                            
        Cactus Jack's One-Shot Car Wash System
Cactus Jack has taken his easy One-Shot cleaning bullets and          
created an easy to use kit for cleaning the car.  Simply drop one               
of the wash bullets into the hose, turn on the water, and spray                 
your car.  It works with any spray nozzle.  After your car is                   
washed, rinse it with the same hose.  One bullet will clean a mid-              
sized car.  Every five washes, put a wax bullet in the hose for                 
an instant spray-on wax treatment.  The kit includes a One-Shot                 
Clean Screen Washer, instructions, twenty wash bullets and five                 
wax bullets.                                                                    
1.3  Cactus Jack's One-Shot Grow-A-Lot Plant Food   
Cactus Jack's One-Shot Grow-A-Lot plant food bullets feed plants                
in three different ways.  The fertilizer bullets can be used as                 
plant spikes, dissolved in a watering can or spray bottle, or be                
used directly in the garden hose with a spray nozzle, feeding                   
your plants as you water them.  One-Shot Grow-a-Lot can be used                 
as plant food on all flowers, vegetables, trees and houseplants.                
It works through root feeding or follier feeding.  The plant food               
ratio is 15-30-15 (Nitrogen, Phosphorous and Potash).  Each                     
package contains 50 plant food bullets.                                         
       1.4  Cactus Jack's One-Shot Catch-a-Lot
The World's Largest Sport!!!  There are more fishermen in the                   
world today than all football, soccer, basketball, golf,                        
baseball, and other sports combined.  Fishing is the only true                  
world sport.  Two thirds of the planet is covered with water and                
tens of thousands of lakes, rivers, and streams are found inland                
on every continent in the world.  Since man first learned to                    
fish, he has endeavored to construct the perfect bait.  Thousands               
of gadgets, decoys and lures have been developed all with low,                  
moderate to excellent success.2                                                 

The Problem                                                                   
There is not one but seven (7) reasons a fish will strike a                   
lure, and if the fish is not in that particular mood, he will                 
not strike.  This is why you will find the tackle boxes of                    
fishermen full of dozens and dozens of variations of lures.                   
Each with its own efforts to achieve one of the seven (7)                     
action responses necessary to make that big one strike.                       

The Solution                                                                  
1.   Appearance     look like the fish's accepted diet. (what he            
is used to feeding on);                                               
2.   Action         move though the water at a motion acceptable                
to the fish;                                                                    
3.   Sound          draw attention to itself;                                   
4.   Smell          different aromas to attract different fish;                 
5.   Taste          provide a variety of tastes for different                   
times of the day, month, and year;                                              
6.   Color          variations of color to attract fish;                        
7.   Light          make sure fish can see the lure, a fish can't               
catch what it can't see!!!                                                      

Note: The BAIT Bullet included in the kit provides the smell and                
taste for the tackle.  The Bullet is inserted into the tackle                   
before adding a colored attachment (shown as #6 in diagram                      
above).  A selection of attachable leaders is provided to allow a               
specific action in the water. Each tackle comes with a wide                     
selection of colors to choose from.                                             

Each Bullet Provides the Following Materials                
     
                                                                [Download Table]
                                                          
                                                          
       MATERIAL                     FUNCTION              
Minnow                 Dehydrated                         
Blood                  Optical and Odor Intensifier       
Blue Cheese            Concentrated blue cheese flavor    
Worms                  Dried fresh                        
Toads                  Concentrated dehydrated Toads      
Flour                  Material binding aid               
Mica                   Natural mineral to give off glitter
                       and shimmer optical elusion to     
                       attract fish                       
Special Effervescing   Give direction of origin to drawing
base                   fish to lure                       
                                                                           
                                  Key Features
1.   Meets all OSHA Requirements                                                
2.   Non-Toxic                                                                  
3.   Bio Degradable                                                             
4.   Non-Flammable                                                              
5.   5 Active Ingredients                                                       
6.   Authorized by USDA for Use in Federally Inspected Meat and                 
Poultry Facilities                                                              
                                Marketing Plan
Dan Hoyng stated, "INFOTOPIA's addition of the existing and                     
future Cactus Jack product line should provide great profit                     
potential for our shareholders while providing a brand image with               
which to relate our success."                                                   
One-Shot Cleaner and Laundry Vitamin will debut in an infomercial               
beginning in October 1999.  National Boston Medical expects                     
monthly revenues to quickly exceed $1 million per month on this                 
product segment alone.  In addition, National Boston Medical has                
planned a series of new infomercials to begin production on new                 
and innovative products by Cactus Jack in the next twenty-four                  
months.  Cactus Jack One-Shot Cleaning system is currently airing               
on QVC with Cactus Jack Barringer presenting the product.  The                  
infomercial is slated for airing beginning in October 1999.  The                
One-Shot Fishing Lure infomercial is schedule to begin in the                   
first quarter of 2000.  The remaining Cactus Jack products will                 
be marketed as upsells - impulse products offered along with the                
primary product.                                                                

Dean Tornabene                
                                    Background
For over fifteen years, Dean Tornabene has pioneered the                        
philosophy of "balance through herbs and nutrition." A former Mr.               
America, renowned celebrity nutritionist and inventor, Dean has                 
the knowledge and practical experience to be considered an                      
authority on health and nutrition. His national television                      
programs on health and nutrition and his magazine columns are                   
followed by millions of people. As the inventor of the Fat                      
Fighting Systemr, Metasystemr, Bun and Thigh Sculptorr, Ab                      
Rockerr and numerous fitness and lifestyle products, Dean's name                
appears on his products as a symbol of quality, confidence and                  
authenticity. Major Fortune 500 companies have consulted with                   
Dean, and he has been instrumental in the development of the                    
technology used in their health and fitness products.3                          
                  1.5  Tornabene and Infotopia
Infotopia has signed an exclusive sales and marketing agreement                 
with Dean Tornabene and Charles Perez to produce a minimum of 12                
new infomercial products for the next four years and the right of               
first refusal on all new inventions.                                            
Dean Tornabene and Charles Perez are the co-inventors of the Bunn               
and Thigh Sculptor, the Ab Rocker and several other inventions                  
that have been utilized in Direct Response to Retail Marketing.                 
These inventions have produced over 300 million dollars in sales                
during the past four years and continue to produce at a very high               
level.                                                                          
Dean and Charles have ready for market, a new piece of fitness                  
equipment presently called the ``Body Rocker.'' Dean states, ``I                
believe that the Body Rocker is the greatest fitness invention                  
since the barbell and will revolutionize personal home fitness                  
equipment.''  Production on an infomercial has already begun by                 
Script to Screen Productions, a leader in the production of                     
quality infomercials, and is scheduled for release in the first                 
quarter of 2000.                                                                
Daniel Hoyng, CEO of Infotopia states, ``An opportunity to land                 
inventors of the quality of Dean and Charles is part of the                     
Infotopia strategy to provide an exclusive home to inventors of                 
previously successful infomercial products. The Body Rocker has                 
the potential in an eighteen-month period to match the revenue of               
all of Dean and Charles previous products combined. The signing                 
of Dean and Charles should clearly indicate to our shareholders                 
and competitors that we are in the Direct Response to Retail                    
segment to stay and intend to become a new industry leader.''                   

1.6  Upcoming Products by Dean                                                  
Body Rocker                                                                     
The Body Rocker has enormous marketing potential.  The Body           
Rocker is a "total body" fitness machine that will provide a no-                
impact workout at all fitness levels.  The BODY ROCKER is                       
designed to have mass appeal for beginners through serious                      
fitness enthusiasts.  Sales are projected in excess of 1 million                
units.                                                                          

in 1 Ladder                                                                   
The 3-in-1 Ladder is a new conceptual ladder that                     
encompasses a 3-step ladder, a hand truck and a cart with a                     
basket all built into one unit.  There has been a very high level               
of interest in building a brand on this product, with additional                
versions to follow.  The 3-in-1 Ladder is scheduled for media                   
testing in February 2000 and a full infomercial launch in June                  
2000.                                                                           
Dean Tornabene Fat Fighting System                                              
Dean Tornabene is a recognized expert in the field of                 
nutrition.  The Fat Fighting System is an all-natural dietary                   
supplement that safely and effectively enhances the body's                      
ability to burn off calories and unwanted fat.  The product is                  
scheduled for launch in November 1999 with a weekly media budget                
of approximately $175,000 and a selling price of $49.95.                        
Promoseltzer has been chosen for the production and West TV for                 
the telemarketing.                                                              
Outsourcing and Strategic Alliances               
                        Frederiksen Television
Founded in 1991 by Lee Frederiksen, Ph.D., and President.  The                  
company is a leading innovator and pioneer in Electronic                        
Retailing, especially Direct Response Television Marketing                      
(DRTV).  The company has expertise in Product Development, Media                
Creation and Production, Media Placement, Campaign Management,                  
Distribution.                                                                   
          M2 Marketing and Management Services
M2 Marketing and Management Services ties it all together. M2                   
functions as the Direct Response Television (DRTV) quarterback.                 
M2 coordinates the logistics of inbound telemarketing response,                 
fulfillment house (credit card or check processing), out-bound                  
telemarketing response and media response evaluation.                           

Infotopia and the World Wide Web                
Infotopia's marketing strategy includes offering consumers and                  
medical professionals access to the Company's product line via an               
Internet based Electronic Store.  With the popularity and rapid                 
acceptance of Internet based marketing and sales, international                 
businesses of all kinds are turning to Internet based electronic                
commerce to increase business sales volume and profitability.                   
The World Wide Web offers Infotopia a unique opportunity to                     
advance new products more expeditiously and for a lower start-up                
cost than previous product launches.                                            
Internet commerce is growing more rapidly than any other segment                
of the world economy and is expected to account for over $1.2                   
trillion in sales by the year 2002.  According to Nielsen Media                 
Research, the results of the April 1999 Internet Demographic                    
Survey reveals that the number of Internet users in North America               
has now reached 92 million -- 55 million of whom shop online.                   
Today, nearly half of North American consumers use the Internet.                
Consumers use it to communicate, to learn, to shop and to buy.                  
This rapid growth is propelling traditional companies to                        
transform themselves by using the Internet and is creating a                    
tidal wave of e-commerce.4  This growth and acceptance of e-                    
commerce compels INFOTOPIA to take advantage of this rapidly                    
growing and accepted technology.                                                
The Infotopia website can be accessed at                                        
http://www.Infotopiainc.com. The website provides two important                 
services.  The first is informational, providing consumers and                  
potential investors with an Overview of the Company, Customer                   
Service, Investor Relations, the latest Company News and Press                  
Releases.  The second function is marketing and sales.  Each of                 
the Company's divisions and product lines are available through                 
the website.   Consumers and medical professionals are able to                  
order INFOTOPIA products direct from the Company Store.  On-line                
sales are accomplished utilizing the latest security and                        
encryption technologies to ensure that customer transactions and                
information are kept secure and confidential.                                   
Infotopia benefits from the ability to personalize and retain a                 
repeat customer base, identify seasonal inventory requirements                  
and identify customer preferences.  This individualized customer                
service approach is consistent with Infotopia's commitment to                   
excellence in customer service.                                                 

Board of Directors and Key Management               
The INFOTOPIA Board of Directors and Key Management are made up               
of a broad spectrum of professionals with extensive experience in               
their respective fields of business management, marketing,                
finance, medicine and law. The Key Management personnel are the               
Presidents of the INFOTOPIA business divisions, who also serve as               
Directors.                

Ernie  Zavoral, President and Director.   Mr. Zavoral  brings  to               
National  Boston  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 General  Manager  of               
Infotopia,   Mr.  Zavoral  is  responsible  for  developing   and               
marketing  health  related products, such as  INFOTOPIA's  highly               
acclaimed Backstroker, through television infomercials.                         
Daniel  Hoyng, Chairman of the Board and Chief Executive Officer.               
Mr.  Hoyng is an accomplished sales executive.  His expertise  in               
the medical services was gained from his successful leadership as               
a  corporate  executive for an international healthcare  services               
firm  specializing in long-term care. Mr. Hoyng has a  management               
and  sales  professional background with more than  a  decade  of               
management  experience.  He most recently  served  as  the  vice-               
president  of marketing and sales for Companion Radio,  where  he               
instituted  the development of a sales force and  launch  of  the               
product  to the long-term care industry.  Previously,  Mr.  Hoyng               
excelled  as  a Division Director for Healthcare Services  Group,               
Inc., a company specializing in housekeeping and laundry services               
to   the  long-term  care  industry.   Prior  to  his  work  with               
Healthcare, Mr. Hoyng served as a Sales Manager and then  General               
Manager  for  ARA/Cory Refreshment Services.  He was awarded  his               
Bachelors  in  Communications Degree from Saint Joseph's  College               
and  has  completed Masters level work on a Master's of  Religion               
from the Athenaeum of Ohio                                                      
Marek  Lozowicki,  Secretary  and  Treasurer.  Mr.  Lozowicki  is               
responsible  for  implementing and  maintaining  information  and               
communication  systems (voice and data) database  management  and               
electronic commerce. Prior to this, between July 1997 and October               
1997, he worked for Medical Marketing Group as a Systems Manager.               
His   responsibilities  included  installing,   configuring   and               
maintaining  the  company computer network and other  information               
systems  (voice and data). Between March 1996 and  October  1997,               
Portraits  International, Inc. employed Mr.  Lozowicki  as  their               
Northeast  Region Manager. There he oversaw all  aspects  of  the               
photography   contract  assignments  and  associated  obligations               
including  retail  and school sectors. He  was  involved  in  the               
implementation of new digital previewing systems in  the  premium               
glamour  sector  utilized by chain stores such as  Bloomingdales.               
Other  responsibilities  included ongoing  hiring,  training  and               
overseeing  the  department  staff  of  over  fifteen  employees,               
equipment  and material inventory control, quality assurance  and               
the  customer  satisfaction assurance program.  During  his  last               
months of employment, he also worked for Medical Marketing Group.               
Prior  to Portraits International, Inc., between August 1992  and               
March 1996, he worked for APP, Inc. as a photography manager  for               
the  Northeast region. His responsibilities were similar to those               
at Portraits International, Inc.                                                
Clinton  Smith, Esquire, Director. Mr. Smith received his  degree               
from  Morehouse  College of Atlanta, GA where he studied  History               
and  Business.   He  received  his Juris  Doctorate  from  Tulane               
University  School  of Law, New Orleans, LA where  he  was  Merit               
Scholar, the 1987 Merit Award Recipient for the Law League of  LA               
and was received the Maurice Hirsch Award.  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.                         
Item 2.   Description of Properties.                                            

The Company's office is currently located at the home of Dr.          
Abravanel, who does not charge the Company for rent. The Company                
intends to open an office when it commences operations and has                  
sufficient revenues to pay rent.                                                

Item 3.   Legal Proceedings.                                                    

The Company is not a party to any pending legal proceedings,          
and, to the best of its knowledge, no such action by or against                 
the Company has been threatened. The Company is not aware of any                
governmental authority that is contemplating any procedure to                   
which the Company is a participant.   None of the Company's                     
officers, directors, or beneficial owners of 5% or more of the                  
Company's outstanding securities, is a party to proceedings                     
adverse to the Company nor do any of the foregoing individuals                  
have a material interest in proceeding adverse to the Company.                  

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

During the year ended February 29, 2000,  no matter was               
submitted to a vote of security holders.                                        

PART II                 

Item 5.   Market for Registrant's Common Equity and Related                     
Stockholder Matters.                                        

Market Information                                                              

Although the Company received its approval for listing on             
the NASD Over-the-Counter Bulletin Board under the symbol "DRAV"                
???, the Company has not yet commenced a trading  so  there is                  
established trading market for the Company's securities.                        

Holders                                                                         

There are 32 shareholders of record of the Company's common           
stock as of the date of this Report.                                            

Dividends                                                                       

No dividends have been paid by the Company since inception.         
The Company intends to retain earnings, if any, to finance the                  
development and expansion of its business.  Future dividend                     
policy will be subject to the discretion of the Board of                        
Directors and will be contingent upon future earnings, if any,                  
the Company's financial condition, capital requirements, general                
business conditions and other factors.  Therefore,  there can be                
no assurance that any dividends of any kind will ever be paid.                  

The Company's registrar and transfer agent is Alpha Tech              
Stock Transfer Company located at 4505 South Wasatch Blvd., Suite               
205A, Salt Lake City, Utah, 84124.                                              

Recent Sales of Unregistered Securities                                         

There have been no sales of unregistered securities since             
those previously reported on in the Company's Registration                      
Statement on Form 10-SB filed on December 10, 1999 and amended on               
April 8 and April 29, 1999.                                                     

Item 6.    Management's Discussion and Analysis of Financial                    
Condition and  Results of Operations                        

The following discussion provides information which                   
management believes is relevant to an assessment and                            
understanding of the Company's plan of operation. The discussion                
should be read in conjunction with the consolidated financial                   
statements and notes thereto.                                                   

Results of Operations                                                           

The Company, which incorporated in the State of Nevada on             
April 28, 1998, primarily as a nutritional supplement development               
and marketing corporation,  has not yet commenced substantive                   
operations.   Since inception, the Company raised approximately                 
$133,000 through an offering of its common stock made pursuant to               
the exemption from the registration requirements as provided for                
under Section 3(b), Regulation D, Rule 504. It also issued                      
10,000,000 shares to its founders, Mark Delott and Elliot                       
Abravanel, M.D., pursuant to a technology transfer agreement                    
which granted the Company 100% of the rights to existing formulas               
developed by Dr. Elliot Abravanel M.D., and non-exclusive use of                
formulas to be developed in the future.  The Company's business                 
purpose is that of marketing certain products developed by Dr.                  
Abravanel specifically for the reduction or elimination of                      
cravings for sugar, starch and greasy food, as well as                          
supplements for general well being.                                             
The Company has expended the majority of the funds raised in          
its offering on purchase of the formulas, offering costs and                    
general administrative expenses since inception.  The Company                   
currently has approximately $ 2,838 in cash to satisfy is cash                  
requirements over the next 12 months, and $11,745 worth of                      
inventory of its products, which will likely be insufficient for                
it to fund even its minimal operating requirements at its                       
existing level for the next twelve months.                                      

In early 1999 the Company narrowed its initial product focus          
to three products:                                                              

Dr. Abravanel's Special Formula for Weight Loss                       
                                   Dr. Abravanel's
                                   Special Formula
                               for Vibrant
                          Health
Dr. Abravanel's Special Formula for Meal Replacement                  

During the its first fiscal quarter, the Company completed          
development and limited production of one of the above three                    
products: Dr. Abravanel's Special Formula for Vibrant Health".                  
The Company has named the product "Replen 100 for Vibrant Health"               
("Replen 100").  The Company has a limited inventory of this                    
product. Since the beginning of its first fiscal quarter, the                   
Company's efforts in marketing have mostly been conducted by                    
Management and limited to testing the market place in a limited                 
manner as to market acceptance of its product, Replen 100.                      
During the first three quarters of its current fiscal year, the                 
Company randomly distributed free samples to a variety of                       
individuals and received input about the product's results from                 
these persons. During the Company's third quarter, Management                   
determined, based on its sampling, that further refinements of                  
the Replen 100 are needed since most of the test market subjects                
did not express an interest in ordering the product.  While the                 
antecdotal results are somewhat favorable, the Company must                     
reevaluate the initial product, Replen 100, prior to resuming its               
test marketing or prior to any substantive marketing campaign. In               
addition,  Management's analysis of the industry continues to                   
indicate that profit margins in the industry have radically                     
declined. This could result in reduced profit margins to the                    
Company's products, if and when marketed, in order to remain                    
competitive.  Management, therefore, has determined that while                  
the efficacy of Replen 100 is sound, the impact of the results of               
the test market subjects is not readily apparent.                               

During the  Company's fourth quarter, Management began                
working on redeveloping  its product ingredients for Replen 100.                
In connection therewith, the Company began looking for additional               
funding although there we re no plans for research and                          
development of any other products at that time. . The Company                   
does not have any lease payments or salaries to pay at this time;               
nor does it have any plans for any substantive expenditures on                  
property or equipment or hiring paid personnel.                                 

Comparison Fiscal Year 2000 - Fiscal Year 1999                                  
The Company currently has $15,108 in assets which are                 
comprised of approximately $2,800 in cash, and  approximately                   
$11,700 in samples and supplies..  The Company has no liabilities               
General administrative expenses during the fiscal year ended                    
February of 2000 were $8,307 as opposed to over $26,000 in the                  
fiscal year ended February of 1999.  The reduction  in this                     
fiscal year was due mostly  to a significant payment ($19,000)                  
made under the Technology Transfer Agreement  during the first                  
quarter of  1999 with no similar expenditures in the current                    
fiscal year.  The Company has spent approximately $1,045 during                 
this fiscal year on samples of its Replen 100 with no comparable                
expense in 1999.                                                                

Plan of Operation                                                               

The cash available to the Company will not be sufficient to         
cover general administrative expenses for 12 months although the                
Company  has sufficient inventory if it decides to continue to                  
provide free samples and solicit product interest as well as                    
anecdotal evidence to determine Replen 100's effectiveness and                  
market acceptance.  The Company will require additional working                 
capital in the future and intends to raise capital by various                   
means such as additional equity offerings, debt offering or                     
through licensing arrangements.  Such capital may be raised                     
through private placements of its common equity, debt financing,                
bank loans, or through licensing or joint ventures with other                   
companies. There are no current commitments for financing, and                  
there is no assurance that such financing will be available when                
needed, or that if the Company succeeds in raising additional                   
funds, that the same will be sufficient for its business                        
purposes. The Company currently has no commitments for further                  
financing and there is no assurance that sufficient financing may               
be available.  In the event the Company is unable to raise                      
additional capital, it will prioritize its current capital for                  
the following uses: (1) overall corporate obligations to vendors                
and creditors; (2) inventory purchases; (3) marketing costs; and                
(4) fulfillment of sales costs.                                                 

During this year's fourth quarter, Management investigated            
the availability of capital from a variety of sources including                 
investment bankers and private investors, as well as potential                  
joint venture partners.  Subsequent to its year ended February                  
29, 2000, the Company entered into an agreement with Dipavali                   
Capital Corporation to provide services related to raising                      
capital and corporate growth and expansion.  The agreement was                  
entered into on a best efforts basis.   On April 18, the Company                
was notified by Dipavali that it had focused its capital raising                
efforts on venture groups but was unsuccessful at that date on                  
locating any funding sources.   The Company realizes it may be                  
forced to redefine its business goals in order to maximize                      
shareholder value in the event further capital cannot be easily                 
obtained.                                                                       

Year 2000                                                                       
The Company recently addressed a universal situation                  
commonly  referred to as the "Year 2000 Problem." or the "Y2K                   
Problem" The Year 2000  Problem relates to the inability of                     
certain computer software programs to  properly recognize and                   
process date-sensitive information relative to the  year 2000 and               
beyond. The Company's internal computer operating system utilizes               
Microsoft's Windows 98 which is Y2K compliant. In addition, all                 
current software used by the Company is Y2K compliant.  As such,                
the Company  did not incur any material expenses to become Y2K                  
compliant nor did it experience any Y2K problems. As the Company                
adds software to its system, it will first check with the                       
manufacturer of  that software to ensure that the software being                
added is also Y2K compliant.   The Company will not add any                     
software to its operating system without first  making sure from                
the manufacturer that is it Y2K compliant.                                      

Because, as is the case with almost all companies,  the             
Company's  year 2000 compliance is in part is dependent upon                    
certain of its suppliers and  vendors being Y2K compliant.  To                  
date, the Company has experienced no problems with its vendors                  
regarding Y2K problems.                                                         

Forward-looking Statements                                                      

When used in this Form 10-KSB, in filings by the Company            
with the Securities and Exchange Commission (the "SEC"), in the                 
Company's press releases or other public or stockholder                         
communications, or in oral statements made with the approval of                 
an authorized executive officer of the Company, the words or                    
phrases "would be," "will allow," "intends to," "will likely                    
result," "are expected to," "will continue," "is anticipated,"                  
"estimate," "project," or similar expressions are intended to                   
identify "forward-looking statements" within the meaning of the                 
Private Securities Litigation Reform Act of 1995.                               

The Company cautions readers not to place undue reliance on           
any forward looking statements, which speak only as of the date                 
made, are based on certain assumptions and expectations which may               
or may not be valid or actually occur, and which involve various                
risks and uncertainties. The Company's actual results for future                
periods could differ materially from those anticipated or                       
projected.                                                                      

Unless otherwise required by applicable law, the Company              
does not undertake, and specifically disclaims any obligation, to               
update any forward- looking statements to reflect occurrences,                  
developments, unanticipated events or circumstances after the                   
date of such statement.                                                         

Item 7.   Financial Statements                                                  

The following financial statements are included herewith.           

Board of Directors and Stockholders                                             
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 February 29,                
2000, and the related statements of operations, shareholder's                   
equity and cash flows for the year ended February 29, 2000. 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 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 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 February 29, 2000, and the results of its operations,                
shareholder's equity and cash flows for the year ended February                 
29, 2000, 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                                                                     
Dr. Abravanel's Formulas, Inc.                
(A Development Stage Company)               
BALANCE SHEET               

ASSETS                

                                                                [Download Table]
                                                           
                                               February 29,
                                              200          
                                               0           
Current Assets                                             
 Cash                                             $ 2,838  
 Officer receivable                                   525  
 Samples and supplies                              11,745  
                         Total current assets      15,108  

Other Assets                                               
 Deferred taxes receivable                          9,810  
 Valuation allowance - Deferred taxes             (9,810)  
                           Total other assets           -  

                                 Total Assets    $ 15,108  
      
LIABILITIES AND SHAREHOLDERS' EQUITY                

                                                                [Download Table]
                                                         
Current liabilities:                                     
 Accounts payable and accrued liabilities      $ -       
                    Total current liabilities           -

Shareholders' equity (note 3)                            
 Common Stock, $.001 Par Value                           
 authorized 40,000,000 share; 12,841,353                 
 shares issued and outstanding                     12,841
 Paid in Capital                                   38,333
 Accumulated deficit                             (36,066)
                                 Total Equity      15,108
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $ 15,108
      
See accompanying notes to financial statements.               
Dr. Abravanel's Formulas, Inc.                
(A Development Stage Company)               
STATEMENT OF OPERATIONS               
For the Year Ended February 29, 2000                
and the Period from Inception (April 28, 1998) to February 29,                
2000                

                                                                [Download Table]
                                                                          
                                           Period from       Period from  
                                            Inception         Inception   
                           Year Ended    (April 28, 1998)   (April 28,    
                                                to           1998) to     
                          February 29,     February 28,     February 29,  
                              2000             1999             2000      
Sales                              $ -                                 $ -
Cost of sales                        -                                   -

Gross profit                         -                                   -

Costs and Expenses:                                                       
 General administrative          8,307             26,714           22,231
 Sample costs/product            1,045                  -           13,835
         Total Expenses          9,352             26,714           36,066

               Net Loss        (9,352)                            (36,066)

Income Tax Provision:                                                     
   Deferred tax benefit        (4,200)            (5,610)                -
   Income tax benefit -          9,810                  -                -
   reversal - allowance                                                   
       Total income tax          5,610            (5,610)                -
      expense (benefit)                                                   

               Net Loss     $ (14,962)         $ (21,104)       $ (36,066)

Net loss before income                                                    
taxes per share                                                           
 (note 1 )                    $ (0.01)           $ (0.01)                 
Net loss per share            $ (0.01)           $ (0.01)                 
(note 1)                                                                  

Weighted average common                                                   
shares                                                                    
  (in thousands)                12,841             10,374                 
(note1)                                                                   
                                                                              

See accompanying notes to financial statements.               
Dr. Abravanel's Formulas, Inc.                
(A Development Stage Company)               
STATEMENT OF SHAREHOLDER'S EQUITY               
For the Year Ended February 29, 2000                
and the Period from Inception (April 28, 1998) to February 29,                
2000                

                                                                [Download Table]
                                                                        
                                    Twelve Month          Period from   
                                                          Inception     
                                    Period Ended      (April 28, 1998)  
                                                            to          
                                  February 29,2000     February 29, 2000
               Beginning Balance           62,107                     - 
Issuance of common stock:                                               
 10,000,000 shares on 4/28/98                                           
(issued as                                                              
 partial consideration for                                              
product                                                                 
 formulas; valued at stock par                                   10,000 
value)                                                                  
 25,000 shares on 6/15/98                                           250 
 53,500 shares on 6/15/98                                         8,025 
 100,000 shares on 7/10/98                                       15,000 
 10,000 shares on 7/16/98                                           100 
 40,000 shares on 7/16/98                                         6,000 
 135,000 shares on 7/23/98                                        1,350 
 233,461 shares on 7/23/98                                       35,019 
 27,500 shares on 7/30/98                                           275 
 33,500 shares on 7/30/98                                         5,025 
 25,000 shares on 8/18/98                                           250 
 81,667 shares on 8/18 98                                        12,250 
 750,000 shares on 8/20/98                                          750 
 60,600 shares on 8/21/98                                         9,090 
 100,000 shares on 8/21/98                                        1,000 
 137,500 shares on 8/25/98                                        1,375 
 173,000 shares on 8/25/98                                       25,950 
 750,000 shares on 8/26/98                                          750 
 40,000 shares on 8/31/98                                           400 
 10,000 shares on 9/4/98                                          1,500 
 55,625 shares on 9/18/98                                        10,500 
Special distribution                     (19,475)              (60,000) 
Common stock offering costs              (12,562)              (33,685) 
                        Net loss         (14,962)              (36,066) 
    Balance at February 29, 2000           15,108                15,108 
                                
See accompanying notes to financial statements.                                 
Dr. Abravanel's Formulas, Inc.                
(A Development Stage Company)               
STATEMENT OF CASH FLOWS               
Year Ended February 29, 2000                
And the Period from Inception (April 28, 1998) to February 29,                
2000                

                                                                [Download Table]
                                                                              
                                     Year Ended    Period from    Period from 
                                   February 29,    Inception      Inception   
                                       2000       (April 28,      (April 28,  
                                                   1998) to        1998) to   
                                                 February 29,    February 29, 
                                                     2000            2000     
Cash Flows used in Operating                                                  
Activities:                                                                   
 Net loss                            $ (14,962)      $ (21,140)     $ (36,066)
Adjustments to reconcile net                                                  
loss to net cash used in                                                      
operating                                                                     
 activities :                                                                 
 Valuation allowance to                   5,610         (5,610)              -
eliminate deferred tax asset                                                  
      Net cash used by operating        (9,352)        (26,750)       (36,066)
                      activities                                              

Changes in Assets and                                                         
Liabilities:                                                                  
 Advance to officer                       (525)                          (525)
 Increase (decrease) in prepaid           1,045        (12,790)       (11,745)
supplies                                                                      
     Net cash used by operations        (8,832)        (12,790)       (48,336)

Cash Flows from Financing                                                     
Activities:                                                                   
 Issuance of common stock                     -         134,859        134,859
 Common stock offering costs           (12,562)        (21,123)       (33,685)
 Return of capital to founders         (19,475)        (30,525)       (50,000)
  Net cash (used) from financing       (32,037)          83,211         51,174
                      activities                                              

 Net (decrease) increase in cash       (40,869)          83,211          2,838

    Cash, at Beginning of Period         43,707               -              -

          Cash, at End of Period        $ 2,838        $ 43,707        $ 2,838

Supplemental Cash Flow                                                        
Disclosures:                                                                  
 Interest paid                              $ -             $ -            $ -
 Income taxes paid                          $ -             $ -            $ -

Non Cash Transactions:                                                        
 On April 28, 1998, 10,000,000                                                
shares of common stock                                                        
 were issued to founders for                                         $ 10,000 
formulas contributed to the                                                   
Company.                                                                      

See accompanying notes to financial statements.               

Dr. Abravanel?s Formulas, Inc.                
(A Development Stage Company)               
NOTES TO FINANCIAL STATEMENTS               

Note 1 - Nature of business and summary of significant accounting               
policies                                                                        

Nature of business - Dr. Abravanel?s Formulas, Inc. was                         
incorporated on April 28, 1998, in the state of Nevada. The                     
Company was formed as a nutritional supplement development and                  
marketing corporation. The Company has developed products                       
specifically for the reduction or elimination of cravings in                    
people.                                                                         

As a development stage company, management's efforts have been in               
product development and marketing strategies.                                   

Basis of presentation - The financial statements have been                      
prepared in conformity with generally accepted accounting                       
principals.                                                                     

Inventories - Inventories, which at February 29,2000, consisted                 
primarily of production supplies, are stated at the lower of cost               
or market determined on the first-in, first-out (FIFO) basis.                   

Intangibles - Start-up costs, research and development costs and                
formula costs are charged to the expense in the period incurred.                

Income taxes - The Company accounts for income taxes under the                  
provisions of SFAS No. 109, Accounting for Income Taxes (SFAS No.               
109). Under the asset and liability method of SFAS No. 109,                     
deferred tax assets and liabilities are recognized for the future               
tax consequences attributable to differences between the                        
financial statement carrying amounts of existing assets and                     
liabilities and their respective tax bases. Deferred tax assets                 
and liabilities are measured using enacted tax rates expected to                
apply to taxable income in the years in which those temporary                   
differences are expected to be recovered or settled. Under SFAS                 
No. 109, the effect on deferred tax assets and liabilities of a                 
change in tax rates is recognized in income in the period that                  
includes the enactment date.                                                    

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 at the date of the financial                  
statements and the reported amounts of revenue and expenses                     
during the reporting period. Actual amounts could differ from                   
those estimates.                                                                

Per share information - Per share information has been computed                 
using the weighted average number of common shares outstanding                  
during the period.                                                              

Note 2 - Contract payable                                                       

Effective on April 28, 1998, the Company agreed to give                         
10,000,000 shares of common stock, with a par value of $10,000,                 
and $50,000 in cash. The stock was issued on April 28, 1998, and                
the cash was paid in installments of $30,525 in 1998 and $19,475                
in March 1999.                                                                  

Note 3 - Shareholders equity                                                    

Voting rights and powers - Common stock shall be entitled to cast               
thereon one (1) vote in person or by proxy for each share of the                
common stock standing in his name.                                              

Dividends and distributions -                                                   

a)    Cash dividends - subject to the rights of holders of                
preferred stock, holders of common stock shall be entitled              
to receive such cash dividends as may be declared thereon by            
the board of directors from time to time out of assets or               
funds of the Corporation legally available thereof;                     

b)    Other dividends and distributions - The board of                    
directors may issue shares of the common stock in the form              
of a distribution or distributions pursuant to a stock                  
dividend or split-up of the shares of the common stock;                 

c)    Other rights - Except as otherwise required by the                  
Nevada Revised Statutes and as may otherwise be provided in             
these Amended Articles of Incorporation, each share of the              
common stock shall have identical powers, preferences and               
rights, including rights in liquidation;                                

Preferred stock - The powers, preferences, rights,                              
qualifications, terms, limitations and restrictions pertaining to               
the preferred stock, or any series thereof, shall be such as may                
be fixed, from time to time, by the board of directors in its                   
sole discretion, authority to do so being hereby expressly vested               
in the board.                                                                   

Transfer restrictions - No sale, offer to sell, or transfer of                  
any common stock issued shall be made unless a registration                     
statement under the Federal Securities Act of 1933, as amended                  
with respect to such shares is then in effect or an exemption                   
from the registration requirements of said act is then in fact                  
applicable to said shares. In addition, all common stock issued                 
at $.01 (500,000 shares) may not be sold, offered for sale, or                  
transferred unless approved and authorized in writing by the                    
Company's board of directors.                                                   

Note 4 - Income Taxes                                                           

As of February 29, 2000, the company has available net operating                
loss carryforwards of approximately $39,000. These carryforwards                
will expire in the years 2014 and 2015. As of February 29, 2000,                
the Company recognized a deferred tax asset amounting to $8,260                 
from its loss carryovers.                                                       

Note 5 - Contingencies                                                          

The Company is dependent on Dr. Elliot Abravanel for the                        
development and marketing of the Company's product line.                        

Note 6 - Private placement memorandum and filings with the SEC                  

As of February 29, 2000, 1,341,353 shares of common stock have                  
been issued through the Company's private placement offerings.                  
The Company has applied for and received the CUSIP number for the               
or the Company's publicly traded shares. The Company, through its               
sponsoring market maker Equitrade Securities, Inc., filed Form                  
211 on July 21, 1999, for listing its shares on the OTC                         
Electronic Bulletin Board. The Company has received two sets of                 
comments from OTC Bulletin Board examiners and responded to them.               
The Company filed with SEC on December 10, 1998, and this filing                
became effective February 8, 1999. The SEC has notified the                     
Company that all questions and comments have been cleared.                      

Note 7 - Equity Funding                                                         

The Company anticipates the need for additional capital to launch               
its product line. Management may elect to sell additional equity,               
debt or enter into partnerships to fund its financial needs.                    
Currently, the Company has developed its first product, ?Replen                 
100 for Vibrant Health", and has a limited inventory of this                    
product.                                                                        

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

The Company's former accountant, Balmer and Nelson          
resigned on April 14, 2000; the Company engaged a new accountant                
on that same date: Randy R. Simpson, C.P.A. P.C..  The change in                
accountants was reported in a Report on 8K which was filed with                 
the Securities and Exchange Commission on April 19, 2000. There                 
were no disagreements with the Company's former accountants which               
would require further disclosure under this Item. 8                             
PART III                

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

Directors and Executive Officers                                                

Set forth below is certain information concerning each of             
the directors and executive officers of the Company as of the                   
date hereof:                                                                    

Name                           Age  Position Held & Since                       

Elliot Abravanel MD           57    Chairman of the Board of                    
Directors,          
      President, Chief
Executive Officer.  
     Since Inception

Mark Delott                   49   Secretary/Treasurer, Vice-                   
President and                 
Director  
Since Inception               

None of the Directors hold similar positions in any                   
reporting company. The directors named above will serve until the               
next annual meeting of the Company's stockholders.  Thereafter,                 
directors will be elected for one-year terms at the annual                      
stockholders' meeting.                                                          

The following is biographical information on each of the              
Company's officer's and directors:                                              

Elliot Abravanel, M.D.,  (age 57) has served as the                   
Company's Chairman of the Board of Directors, President, and                    
Chief Executive Officer since it inception. For over the last 10                
years, Dr. Abravanel has served in the following capacities: (1)                
From April 1998 to the present, he has been the founder and                     
president of Dr. Abravanel's Formulas, Inc., a vitamin and                      
nutritional company which creates formulas for the promotion of                 
health; (2) From 1985 to the present, he has been the co-founder                
of Body Type Services, Inc., a mail order business for                          
disseminating the philosophy of body types for weigh control; (3)               
From 1983 to the present, Founder and president of Skinny Schools               
Medical Centers, Inc., a nutrition oriented chain of weight                     
control clinics; and (4) from 1992 to the present, co-founder and               
director of AmerAsia Trading Company, which is a trading company                
created to take advantage of the worldwide opportunities of                     
trading between the United States and China.                                    
Mark Delott (age 49) has served as a director, vice                   
president, secretary and treasurer of the Company since its                     
inception. From 1991 to the present, Mr. Delott has served as a                 
private consultant raising venture capital for several companies.               
Mr. Delott served as vice president of Golden Sky Ventures from                 
1994 to 1996 and as vice president of finance and a director of                 
Infinicom International, Inc. from 1992 to 1994. Mr. Delott was                 
also chairman of Arklow Associates, Inc., n/k/a Ultimate Cigar                  
Company from 1996 to 1997.                                                      

Significant Employees                                                           

There are no individuals other than officers and directors            
expected to make a significant contribution to the Company's                    
business.                                                                       

Familial Relationships                                                          

There are no familial relationships between any of the                
Company's executive officers and directors.                                     

Involvement in Certain  Legal Proceedings                                       

Except as indicated below and or hereinbefore, to the                 
knowledge of Management, during the past five years, no present                 
or former director, executive officer, or person nominated to                   
become a director or executive officer of the Company:                          

(1)    Filed a petition under federal bankruptcy laws or any          
state insolvency law, now had a receiver, fiscal agent or similar               
officer appointed by a court for the business or property of such               
person, or any partnership in which he was a general partner at                 
or within two years before the time of such filing, or any                      
corporation or business association of which he was an executive                
officer at or within two years before the time of such filing;                  

(2)    Was convicted in a criminal proceeding or named                
subject of a pending criminal proceeding (excluding traffic                     
violations and other minor offences);                                           

(3)    Was the subject of any order, judgment or decree,            
not subsequently reversed, suspended or vacated, of any court of                
competent jurisdiction, permanently or temporarily enjoining him                
or her from or otherwise limiting his involvement in any type of                
business, securities or banking  activities;                                    

(4)    Was found by a court of competent jurisdiction in a            
civil action, by the Securities and Exchange Commission or the                  
Commodity Futures Trading Commission to have violated any federal               
or state securities law, and the judgment in such civil action or               
finding by the Securities and Exchange Commission has not been                  
subsequently reversed, suspended , or vacated.                                  

Item 10.  Executive Compensation.                                               

The following table sets forth certain information as to the          
Company's  Chief Executive Officer and each of the Company's                    
officers and directors who have received compensation for the 11                
months ended February 28, 1999 and its year ended February 29,                  
2000.  As of the date hereof neither of the Company's executive                 
officers have received any compensation.                                        

Annual Compensation       
Long Term Compensation                                                          
           -----------------------------    ------
-------------------------                                                       

Awards          Payouts                                                         
                                               ---------
----------   ---------                                                          

Securities            All                                                       
                                       Re-
Underlying            Othernsa-                                                 
Name and                                                  stricted              
Options &     LTIP    Compensa-                                                 
Position            Year  Salary     Bonus   Other        Awards                
SAR's         Payouts tion                                                      
--------------------------------------------------------------------            
---------------------------------                                               
[S]                 [C]   [C]        [C]      [C]         [C]                   
[C]           [C]     [C]                                                       
Elliot Abravanel    2000   -0-       -0-       -0-        -0-                   
-0-           -0-     -0-                                                       
 1999   -0-       -0-       **         -0-
-0-           -0-     -0-                                                       
 1998   -0-       -0-       -0-        -0-
-0-           -0-     -0-                                                       

Mark Delott         2000   -0-       -0-       -0-        -0-                   
-0-           -0-     -0-                                                       
 1999   -0-       -0-       **         -0-
-0-           -0-     -0-                                                       
 1998   -0-       -0-       -0-        -0-
-0-           -0-     -0-                                                       

**   In lieu of compensation for services performed on behalf of                
the Company since its inception, Dr. Abravanel and Mr.                
Delott participated in a Rule 701 Compensatory Benefit Plan           
whereby each of those individuals was allowed to purchase             
750,000 shares of the Company's common stock at par value or          
$0.001 per share ($750). The foregoing individuals entered            
into the Rule 701 Compensatory Benefit Plan in April of 1998          
although the shares were not actually purchased until August          
of 1998.                                                              

Compensation of Directors                                                       

No cash fees or other consideration was paid to directors of          
the Company for service on the Board during the year ended                      
February 28, 2000 or through the date of this Report.                           

Employment Contracts/termination of Employment/Change-in-Control                
Arrangements                                                                    

The Company has no employment contracts in effect with any            
of the members of its Board of Directors or its executive                       
officers nor are there any agreements or understandings with such               
persons regarding termination of employment or change-in control                
arrangements.                                                                   

Section 16(a) Beneficial Reporting Compliance                                   

Section 16(a)of the Securities Exchange Act of 1934 requires          
the Company's executive officers, directors and persons who                     
beneficially own more than 10% of the Company's common stock to                 
file initial reports of ownership and reports of changes in                     
ownership with the Securities and Exchange Commission. Such                     
persons are required by SEC regulations to furnish the Company                  
with copies of all Section 16(a) forms filed by such persons.                   

To the best knowledge and belief of the Company there were            
no other transactions effected by the foregoing individuals which               
would have required the filing of a Form 4 of Form 5 with the                   
Securities and Exchange Commission during the Company's fiscal                  
year ended February 29, 2000.                                                   
Indemnification for Securities Act Liabilities                                  

Nevada law authorizes, and the Company's Bylaws and                   
Certificate of Incorporation provide for, indemnification of the                
Company's directors and officers against claims, liabilities,                   
amounts paid in settlement and expenses in a variety of                         
circumstances. Indemnification for liabilities arising under the                
Act may be permitted for directors, officers and controlling                    
persons of the Company pursuant to the foregoing or otherwise.                  
However, the Company has been advised that, in the opinion of the               
Securities and Exchange Commission, such indemnification is                     
against public policy as expressed in the Act and is, therefore,                
unenforceable.                                                                  

Stock Options and Warrants                                                      

There are no outstanding stock options or warrants.                   

Item 11.  Security Ownership of Certain Beneficial Owners and                   
Management.                                                 

The following tables sets forth certain information with              
respect to the beneficial ownership of the common stock of the                  
Company as of February 28, 1999 for: (i) each person who is known               
by the Company to beneficially own more than 5 percent of the                   
Company's common stock, (ii) each of the Company's directors,                   
(iii) each of the Company's Named Executive Officers (defined                   
below), and (iv) all directors and executive officers as a group.               
As of February 28, 1999, the Company had 12,841,353 shares of                   
common stock outstanding.                                                       

Security Ownership of Officers and Directors                                    
Title                                   Nature of     Percent(1)                
of           Principal Shareholders     Beneficial    of Class as               
Class        Name, Address & Position   Ownership     Current                   
Date                                                                            
-----------  -------------------------  ------------  -----------               
--                                                                              

Common      Elliot Abravanel            5,750,000(1)   44.78%                   
124 South Hudson Avenue                                 
Los Angles, CA 90004                                    

Common      Mark Delott                 5,750,000(1)   44.78%                   
1946 Mansion Drive                                      
Fairfield, IA 52556                                     
---------------------------------------                                         
All officers and                                                                
directors as a                                                                  
group (2 persons)                       11,500,000     89.56%                   
-----------------------------------------------------------------               
--------------                                                                  

(1)  All the shares are owned directly by Mr. Abravanel and Mr.                 
Delott and                                                                      
they are the Company's sole officers and directors.                   

24              

SECURITY OWNERSHIP OF OWNERS OF 5% OR MORE OF THE COMPANY'S                     
OUTSTANDING SHARES                                                              
-----------------------------------------------------------------               
------------                                                                    
          Amount and
Title                                   Nature of     Percent                   
of           Principal Shareholders     Beneficial    of Class as               
Class        Name, Address & Position   Ownership     Current                   
Date                                                                            
-----------  -------------------------  ------------  -----------               
--                                                                              

Common      Elliot Abravanel(1)          5,750,000       44.78%                 
124 South Hudson Avenue                                 
Los Angles, CA 90004                                    

Common      Mark Delott(1)               5,750,000       44.78%                 
1946 Mansion Drive                                      
Fairfield, IA 52556                                     
-----------------------------------------------------------------               
-----------------                                                               
(1) Also an officer and director                                                

Item 12.  Certain Relationships and Related Transactions.                       

On April 28, 1998, the Company entered into a Transfer of             
Formula Agreement pursuant to which the Company now owns 100% of                
the rights of all formulas it markets.  These do not include,                   
however, formulas that Dr. Abravanel has developed that the                     
Company does not market.  Nor does this agreement prohibit Dr.                  
Abravanel from distributing his current and his future formulas                 
that the Company does not own through other venues if he so                     
desires. In exchange for granting worldwide ownership rights of                 
the formulas to the Company, Dr. Abravanel and Mr. Delott each                  
received 5,000,000 shares of the Company's common stock                         
(10,000,000 shares in total). The Agreement further granted them                
the right to each purchase an additional 750,000 shares of common               
stock at $.001 per share, which right they have exercised                       
(1,500,000 shares total). The Agreement also provides that Dr.                  
Abravanel and Mr. Delott will receive a payment totaling $50,000.               
The amount of stock issued under the Transfer of Formulas                       
Agreement was arbitrarily based at the time of the Company's                    
inception and not in relation to any costs borne by Dr. Abravanel               
or Mr. Delott, which was none.  Instead, the amount was based                   
upon what Management perceived was the amount of time involved in               
developing the formulas and the amount of time which will be                    
necessary to devote to the Company to have it become operational.               
The 1,5000,000 shares were issued pursuant to Rule 701 of             
the Securities Act of 1933, as amended (the "Act"). Shares issued               
pursuant to Rule 701, may become unrestricted 90 days after the                 
effective date of the Form 10-SB registration statement. These                  
shares were issued pursuant to the Company's Compensatory Plan                  
dated April 28, 1999.  The principal features of the plan allowed               
Dr. Abravanel and Mr. Delott to purchase shares at "par" in                     
connection with the formation of the corporation and for their                  
agreement to serve as members of the Board of Directors and                     
Officers of the Company.  Dr. Abravanel and Mr. Delott each were                
permitted, and did, purchase 750,000 shares each at a price of                  
$.001 per share ($750). However, such shares are subject to the                 
resale limitations of Rule 144 as promulgated under the Act. Rule               
144 provides, in essence, that an officer or director of the                    
Company holding unrestricted Common Stock may sell such                         
securities during any three-month period, subject to certain                    
exceptions, in amounts equal to the greater of one percent (1%)                 
of the number of the Company's Common Stock outstanding or the                  
average weekly trading volume of the Common Stock during the four               
calendar weeks prior to the filing of the required Form 144.                    

Item 13.  Exhibits and Reports on Form 8-k.                                     

(a)   Exhibits                                                        

The following exhibits are filed as part of this Form             
10-KSB for the Company's year ended February 28, 2000                           

(i)                                                                             
Exhibit      Exhibit                                      Where                 
Incorporated                                                                    
No.          Description(1)                               In this               
Report                                                                          
----         -----------                                  -------               
------------                                                                    
Registration Statement on Form 10-SB filed   Parts I  
and II                                                                          
December 10, 1998 and amended on April 8              
and April 29, 1999(2)                                 

(ii)                                                                            
Exhibit      Exhibit                                                            
No.          Description                                                        
-------      -------------------------                                          

3.1.1(3)     Articles of Incorporation(3)                                       

3.2.1(3)     Bylaws and Amendments thereto(3)                                   

10(i)(3)     Technology Transfer Agreement and Agreement for                    
Future Formulas                                                                 
dated April 28, 1998.(3)                              

10(ii)(4)    Dr. Abravanel's Formula's Inc. Rule 701 Compensatory               
Benefit                                                                         
Plan, dated April 28, 1998 (4)                        

27           Financial Data Schedule                                            

(1)  Summaries of all exhibits contained within this Report are                 
modified in their entirety by                                                   
(2)  reference to these Exhibits                                                

(2)  These documents and related exhibits have been previously                  
filed with the Securities and Exchange Commission.                    
(3)        Previously filed as part of the Company's initial                    
Registration Statements on 10-SB                                                
Registration,  filed on July 14, 1998.                

(4)       Previously file as part of the Company's amended                      
Registration Statement on Form 10-SB,                                           
filed on April 8, 1999.                                 

(5)        Filed herewith.                                                      

(6)       Filed as an Exhibit to Form 8-K dated April 14, 2000                  
and filed with the SEC on April 19,2000                                         

(b) Reports on Form 8-K                                               

No reports on Form 8-K were filed by the Company during the           
fourth quarter ended February 28, 1999.  The Company filed a                    
report on 8-K subsequent to the quarter ended on April 19, 2000                 
regarding the resignation of Balmer and Nelson as its independent               
accountant, and the engagement of Randy R. Simpson, C.P.A., P.C.                
as its new independent accountant.                                              
On May 12, 2000, the Company filed a Form 8-K regarding the           
merger with Infotopia, Inc.                                                     

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.                                     

          DR. ABRAVANEL'S FORMULAS, INC.
(Registrant)      

              By: /s/ Elliot Abravanel
            Elliot Abravanel, M.D.
President           

In accordance with the Exchange Act, this report has been             
signed below by the following persons on behalf of the registrant               
and in the capacities and on the dates indicated.                               

Signature                Title                                                  

/s/ Elliot Abravanel                              President,                    
                                   Chief Executive
--------------------------------    Officer and Director                        
(Principal                                                                      
Elliot Abravanel        Executive Officer)                                  
              Chairman of the Board of
Directors                                                                       

/s/ Mark Delott                                   Director                      
---------------------------------  Secretary/Treasurer                          
Mark Delott          Vice-President                                     

_______________________________                                                 
1 http://www.w1-shot.com/cost.html                                              
2 http://www.1-shotproducts.com/catch_alot_lure.html                            
3 http://www.fatfighting.com/aboutdean.htm                                      
4 Neilson Research Group April 1999 E-Commerce Survey                           

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10KSB Filing		Date		Other Filings
		4/28/98
		7/14/98
		8/20/98
		8/26/98
		12/10/98		10SB12G
		2/8/99
		2/28/99		10KSB
		3/5/99
		4/8/99		10SB12G/A
		4/28/99
		4/29/99
		6/10/99
		7/21/99
		12/10/99
For The Period Ended		2/28/00
		2/29/00
		4/14/00		8-K
		4/15/00
		4/19/00		8-K
		4/20/00
		4/25/00		8-K/A, 8-K
		4/26/00
		5/12/00		8-K
Filed On / Filed As Of		6/12/00
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