Infotopia, EntrePort to Merge

E-learning company EntrePort Corp., which operates several real
estate-oriented education sites, said it will merge with health products
marketer Infotopia Inc. in an all-stock deal and then spinoff its existing
business to shareholders.

Infotopia Inc., based in Ohio with a corporate parent in
Nevada, produces and markets a line of health, fitness and consumer products
to consumers through marketing channels that include infomercials,
distributor alliances and e-commerce.

Vista, Calif.-based EntrePort is expected to change its name
to Infotopia and then apply to the American Stock Exchange for a symbol
change to IFT.

The complex deal begins with EntrePort executing a 1-for-18.55 reverse split
of its common stock.

The company said it would then transfer all of its assets and liabilities to
a wholly owned subsidiary (to be spun off, but retaining the EntrePort name)
and will distribute shares of stock in the subsidiary to existing EntrePort
shareholders.

EntrePort would then acquire all the assets and liabilities of Infotopia by
issuing 13.1 million units to parent company Infotopia Nevada — each unit
consisting of one share of EntrePort common stock, a warrant to purchase half
a share at $5 per share and a warrant to purchase a quarter of a share at $10
per share.

EntrePort’s subsidiary will receive $500,000 in the transaction.

Infotopia Nevada will hold approximately 85 percent ownership in the new
share structure in EntrePort after the transaction is completed.

“Upon careful analysis, we believe that our decision to complete this
transaction with EntrePort will enable us to achieve a proper valuation of
our company,” said Daniel Hoyng, CEO of Infotopia. “The ability to move to
AMEX and to attract financial institutions that specialize in mid-cap markets
will ultimately benefit Infotopia’s shareholders.”

EntrePort, which operates real estate training subsidiaries University.com
and iSucceed.com, was trading at 13 cents a share in the early going today,
so clearly a reverse stock split will help bolster the share price. Infotopia
was up seven cents to 32 cents a share.