U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934

     For the quarterly period ended June 30, 2000

     [ ] Transition report under Section 13 or 15(d) of the Exchange Act

     For the transition period from __________ to __________

                         Commission File Number 0-26325

                                ALOTTAFUN!, INC.
                                ---------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            DELAWARE                                        39-1765590
            --------                                        ----------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)

            141 N. Main Street, Suite 207, West Bend, Wisconsin 53095
            ---------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (262) 334-4500
                                 --------------
                           (Issuer's Telephone Number)


     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such a
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes  X     No
    ---       ---

     The number of shares  outstanding  of the Issuer's  Common Stock,  $.01 Par
Value, as of June 30, 2000 was 12,141,887.

     Transitional Small Business Disclosure Format:

Yes        No X
   ---       ---


<PAGE>


                                ALOTTAFUN!, INC.



                                      Index



                                                                            Page
                                                                            ----
Part I - Financial Information

Item 1.  Financial Statements

         Balance Sheet -
           June 30, 2000..................................................... 1

         Statements of Operations -
           Three and six months ended June 30, 2000 and 1999................. 2

         Statements of Changes in Stockholders' Deficit -
           Six months ended June 30, 2000.................................... 3

         Statements of Cash Flows -
           Six months ended June 30, 2000 and 1999........................... 4

         Notes to Financial Statements....................................5 - 6

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations...........................7 - 10

Part II - Other Information

Item 1. Legal Proceedings.................................................   11

         Signatures.......................................................   11


                                       i
<PAGE>

                                 Alottafun!, Inc.

                                  Balance Sheet

                                  June 30, 2000
                                   (unaudited)
<TABLE>
<CAPTION>

<S>                                                                              <C>

Assets
Current assets:
Cash                                                                                           $ 16,617
Prepaids                                                                                         10,000
                                                                                   ---------------------
                                                                                                 26,617

Property and equipment, net of  accumulated depreciation                                        163,981
                                                                                   ---------------------

Other assets:
Acquisition deposits                                                                             62,500
Other assets, trademark, net of accumulated amortization                                          4,009
                                                                                   ---------------------
                                                                                                 66,509
                                                                                   ---------------------

                                                                                              $ 257,107
                                                                                   =====================

Liabilities and Stockholders' Deficit
Current liabilities:
     Bank overdraft                                                                              17,640
     Current maturities of long-term debt                                                       129,294
     Accounts payable                                                                           210,343
     Accrued expenses                                                                           137,842
                                                                                   ---------------------
Total current liabilities                                                                       495,119
                                                                                   ---------------------

Stockholders' deficit:
     Preferred stock; par value of $.0001; 5,000,000 shares
     authorized; 2,000,000 shares issued and outstanding.                                           200

     Common stock; par value of $.01 per share; 50,000,000 shares
     authorized; 12,141,887 shares issued and outstanding.                                      121,412

     Additional paid-in capital                                                               5,541,942
     Accumulated deficit                                                                     (5,211,841)
                                                                                   ---------------------
                                                                                                451,713
     Prepaid consulting                                                                        (110,825)
     Deferred offering costs                                                                   (455,400)
     Stock subscription receivable                                                             (123,500)
                                                                                   ---------------------
Total stockholders' deficit                                                                    (238,012)
                                                                                   ---------------------

                                                                                              $ 257,107
                                                                                   =====================

</TABLE>


The accompanying notes are an integral part of the financial statements.


                                       1
<PAGE>

                                Alottafun!, Inc.

                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>

                                                              Three Months Ended June 30,        Six Months Ended June 30,
                                                           --------------------------------   ------------------------------
                                                               2000               1999           2000               1999
                                                           --------------------------------   ------------------------------

<S>                                                      <C>             <C>               <C>             <C>
Sales, net of allowance and discounts                           $ 454              $ 471          $ 410           $ 19,931

Cost of sales                                                    (594)               348          2,941             15,795
                                                           ---------------------------------   -----------------------------

Gross profit                                                    1,048                123         (2,531)             4,136
                                                           ---------------------------------   -----------------------------

Operating expenses:
         Selling                                                8,650             24,234         21,842             72,199
         General and administrative                           279,104            149,475        501,093            293,607
         Depreciation and amortization                          8,660              3,793         17,320             39,297
                                                           ---------------------------------   -----------------------------
                                                              296,414            177,502        540,255            405,103
                                                           ---------------------------------   -----------------------------

Loss from operations                                         (295,366)          (177,379)      (542,786)          (400,967)
                                                           ---------------------------------   -----------------------------

Other expenses:
         Net realized gain (loss) on sale
           of securities, trading                                   -           (133,091)         5,344           (139,437)
         Unrealized (loss) on securities, trading                   -             44,175              -            (34,440)
         Interest expense                                     (12,098)            (5,880)       (23,318)          (201,532)
                                                           ---------------------------------   -----------------------------
Total other expenses                                          (12,098)           (94,796)       (17,974)          (375,409)
                                                           ---------------------------------   -----------------------------

Net loss before extraordinary gain                           (307,464)          (272,175)      (560,760)          (776,376)

Extraordinary gain on forgiveness of debt                       2,292                  -         64,316                  -
                                                           ---------------------------------   -----------------------------

                                                           ---------------------------------   -----------------------------
Net loss                                                   $ (305,172)        $ (272,175)    $ (496,444)        $ (776,376)
                                                           =================================   =============================

                                                           ---------------------------------   -----------------------------
Net loss per common share                                     $ (0.03)           $ (0.03)       $ (0.05)           $ (0.11)
                                                           =================================   =============================

                                                           ---------------------------------   -----------------------------
Weighted average shares outstanding                        11,509,193          8,044,513      10,774,918          7,039,387
                                                           =================================   =============================


</TABLE>


The accompanying notes are an integral part of the financial statements.


                                       2
<PAGE>


                                Alottafun!, Inc.

                 Statements of Changes in Stockholders' Deficit
                                   (unaudited)

<TABLE>
<CAPTION>

                                            Preferred Stock       Common Stock
                                         -------------------  --------------------   Additional
                                           Shares  $.0001 Par  Shares    $.01 Par      Paid-in  Accumulated
                                           Issued    Value     Issued      Value       Capital    Deficit
                                         --------- ---------  ---------   --------    --------- ------------
<S>                                     <C>       <C>        <C>        <C>        <C>         <C>
Balance, December 31, 1999               2,000,000  $   200   9,034,104   $90,341   $ 4,750,988 $(4,715,397)
Issuance of common stock for cash
 net of offering costs of $1,001,440            -         -   2,652,083    26,521      543,979            -
Issuance of common stock for consulting
 services                                       -         -    355,000      3,550      151,975            -
Issuance of stock option for consulting
 services                                       -         -          -          -       33,500            -
Issuance of stock for deposit on
 acquisition                                    -         -    100,000      1,000       61,500            -
Net loss for the six months ended June 30, 2000 -         -          -          -            -     (496,444)
                                         ---------  --------  ---------   --------    ---------  -----------
Balance, June 30, 2000                   2,000,000  $   200   12,141,187 $121,412   $ 5,541,942 $(5,211,841)
                                         =========  ========  =========   ========    =========  ===========
</TABLE>



                 Prepaid     Stock
  Deferred      Consulting Subscription
Offering Costs   Services   Receivable  Total
-------------- ----------- ------------ -----
$   (455,400)  $     -   $(123,500) $(452,768)

           -         -           -    570,500
           -   (80,117)          -     75,408
           -   (30,708)          -      2,792
           -         -           -     62,500
           -         -           -   (496,444)
-------------  --------   --------  ---------
$   (455,400) $(110,825) $(123,500) $(238,012)
=============  ========   =======   =========


The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>

                                Alottafun!, Inc.

                            Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                  Six Months Ended June 30,
                                                           -------------------------------------
                                                                 2000               1999
                                                           -------------------------------------
<S>                                                       <C>                     <C>
Operating activities
    Net loss                                                      $ (496,444)        $ (776,376)
                                                           -------------------------------------
    Adjustments to reconcile net loss to net cash used
      by operating activities:
        Depreciation and amortization                                 17,320             32,804
        Loss (gain) on marketable securities                          (5,344)           173,877
        Interest on conversion of convertible debentures                                191,745
        Common stock issued for services                              78,200            110,000
        (Increase) decrease in:
          Accounts receivable                                          2,685                  -
          Inventory                                                        -            (16,103)
          Other assets                                               (10,966)             6,207
          Deposits                                                         -              9,700
        Increase (decrease) in:
          Accounts payable                                          (114,785)            68,006
          Accrued expenses                                            29,458            (76,541)
                                                           -------------------------------------
    Total adjustments                                                 (3,432)           499,695
                                                           -------------------------------------
    Net cash used by operating activities                           (499,876)          (276,681)
                                                           -------------------------------------

Investing activities
    Acquisition of equipment and intangible assets                   (78,904)           (87,339)
    Proceeds from sale of marketable securities                        5,344                  -
    Purchase of marketable securities                                      -           (829,856)
                                                           -------------------------------------
    Net cash provided (used) by investing activities                 (73,560)          (917,195)
                                                           -------------------------------------

Financing activities
    Bank overdraft                                                    17,640             16,236
    Proceeds from issuance of note payable                            15,000            445,015
    Proceeds from sale of common stock                               570,500            321,511
    Net proceeds/payments on credit line                             (18,397)                 -
                                                           -------------------------------------
    Net cash provided by financing activities                        584,743            782,762
                                                           -------------------------------------
Net increase in cash                                                  11,307           (411,114)
Cash at beginning of period                                            5,310            411,114
                                                           -------------------------------------
Cash at end of period                                               $ 16,617                $ -
                                                           =====================================

Supplemental disclosures of cash flow information
    and noncash financing activities
      Cash paid during the period for interest                      $ 12,587            $ 2,628

</TABLE>

In February,  2000 the Company issued 100,000 shares of restricted  common stock
to Faction, Inc. as an acquisition deposit. These shares were valued at the fair
market value at the date of issuance which totaled $62,500.  This transaction is
accounted for as a non cash transaction in the statement of cash flows.

During the six month period ended June 30, 2000,  the Company  issued  2,652,083
shares of restricted  common stock. The Company raised $570,500 which was net of
$1,001,440 of offering  costs.  These offering costs include $87,000 of cash and
1,203,750  shares of  Alottafun!  Restricted  stock,  which are  included in the
number of total shares issued,  valued at a total fair market value of $914,440.
The issuance of these shares were treated as offering  costs and are recorded as
non cash transactions in the statement of cash flows.

During the six month  period  ended June 30, 2000,  the Company  issued  355,000
shares of  restricted  common  stock and options to purchase  100,000  shares of
common stock for consulting  services,  investor relations  services,  and legal
fees.  These shares were valued at the fair market value at the date of issuance
which totaled  $155,525 for the common stock and $33,500 for the stock  options.
Some of the stock  issued is for  services to be  provided  over the next twelve
months.  Therefore,  the Company  has  recorded  $110,825 as prepaid  consulting
expense. The issuance of these shares is recorded as no cash transactions in the
statement of cash flows.

The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>

                                ALOTTAFUN!, INC.
                          Notes to Financial Statements



Note 1 - Basis of presentation

The accompanying unaudited financial statements,  which are for interim periods,
do not include all  disclosures  provided  in the annual  financial  statements.
These  unaudited  financial  statements  should be read in conjunction  with the
financial  statements  and  the  footnotes  thereto  contained  in  the  Audited
Financial  Statements  for  the  year  ended  December  31,  1999  and  1998  of
Alottafun!, Inc. (the "Company").

In the opinion of the Company,  the accompanying  unaudited financial statements
contain all adjustments  (which are of a normal and recurring  nature) necessary
for a fair presentation of the financial  statements.  The results of operations
for the  three  and six  month  periods  ended  June  30,  2000 and 1999 are not
necessarily indicative of the results to be expected for the full year.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  However,  the Company has sustained
substantial losses since inception that total  approximately  $5,200,000 and has
used cash in operations of approximately $500,000 and $277,000 for the six month
periods ended June 30, 2000 and 1999,  respectively.  The Company has a negative
working capital of $468,502 at June 30, 2000 and has negative tangible net worth
of  approximately  $242,000  at June 30,  2000.  In  addition,  the  Company  is
currently in default on  approximately  $81,000 of notes payable.  Additionally,
the  Company has not had  significant  revenues  over the past two years.  These
issues  indicate that the Company may be unable to continue as a going  concern.
Realization of the Company's  assets is dependent upon the Company's  ability to
raise additional  capital,  as well as generate revenues sufficient to result in
future  profitable  operations.  The  accompanying  financial  statements do not
include any adjustments  that might be necessary should the Company be unable to
continue as a going concern.

Note 2 - Per share calculations

Per share data was computed by dividing net loss by the weighted  average number
of shares outstanding during the three and six month periods ended June 30, 2000
and 1999.  The weighted  average shares  outstanding  for the three month period
ended June 30, 2000 was 11,509,193 as compared to 8,044,513 for the three months
ended June 30, 1999. The weighted  average shares  outstanding for the six month
period ended June 30, 2000 was  10,774,918  as compared to 7,039,387 for the six
months ended June 30, 1999.

Note 3 - Equity Transactions

Please refer to Audited Financial Statements consisting of the Company's balance
sheet as of December 31, 1999, and related statements of operations,  changes in
stockholders'  equity,  and cash flows ended  December 31,  1999,  as audited by
Pender, Newkirk & Company, Certified Public Accountant.

During the six month period ended June 30, 2000, the Company issued an aggregate
of 2,652,083 shares of restricted common stock. The Company raised $570,500 that
was net of $1,001,440 of offering costs.  These offering costs included  $87,000
of cash and 1,203,750  shares of Alottafun!  Restricted  stock valued at a total
fair market  value of  $914,440.  The  issuance  of these  shares was treated as
offering  costs.  The Company  relied upon Section 4(2) of the Securities Act of
1933 for the issuance of these securities.

In February 2000,  the Company issued 100,000 shares of restricted  common stock
as a deposit on the acquisition of Faction,  Inc.  Faction,  Inc. is an Internet
software  development  company  located in New York,  NY.  This  acquisition  is
expected to be completed in August 2000 pending the resolution of specific terms
in the stock purchase  agreement.  The shares issued for the deposit were valued
at the fair  market  value at the date of issuance  that  totaled  $62,500.  The
Company  relied upon Section 4(2) of the Securities Act of 1933 for the issuance
of these securities.

During the six month  period  ended June 30, 2000,  the Company  issued  355,000
shares of  restricted  common  stock and options to purchase  100,000  shares of
common stock or consulting  services,  investor  relations  services,  and legal
fees.  These shares were valued at the fair market value at the date of issuance
which totaled  $155,525 for the common stock and $33,500 for the stock  options.
Some of the stock  issued is for  services to be  provided  over the next twelve
months.  Therefore,  the Company  has  recorded  $110,825 as prepaid  consulting
expense.

                                       5
<PAGE>


                                ALOTTAFUN!, INC.
                          Notes to Financial Statements
                                   (Continued)

Note 4 - Contingencies

The  Company's  past website host and  e-commerce  provider has  terminated  the
Company's website and refused to provide additional e-commerce support services.
This dispute involves a claim that the Company has failed to timely pay for past
services  rendered.  However,  there is no executed written contract between the
parties.  Also, the website provider is refusing to turn over the HTML web pages
that  comprise  the  Company's   website  and  has  asserted  certain  copyright
infringement  and trade  secret  misappropriation  claims.  No lawsuit  has been
filed.  If  necessary,  and  litigation  is  instituted,  the  Company  plans to
vigorously defend and assert substantial counterclaims.

Management of the Company and its legal counsel  indicate that the likelihood of
an  unfavorable  outcome,  as well as the  maximum  potential  loss,  if any, is
remote.  Therefore, the Company has written off approximately $60,000 payable to
the past Web site provider as an extraordinary gain.


                                       6
<PAGE>


                                 ALOTTAFUN, INC.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  statements  contained  in this Report on Form  10-QSB,  that are not purely
historical, are forward-looking information and statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act  of  1934.  These  include  statements   regarding  the  Company's
expectations,   intentions,   or  strategies   regarding  future  matters.   All
forward-looking  statements  included in this document are based on  information
available  to the Company on the date  hereof.  It is important to note that the
Company's  actual results could differ  materially  from those projected in such
forward-looking  statements  contained in this Form 10-QSB. The  forward-looking
statements  contained  here-in are based on current  expectations  that  involve
numerous risks and uncertainties.  Assumptions relating to the foregoing involve
judgments  regarding,  among  other  things,  the  Company's  ability  to secure
financing  or  investment  for  capital   expenditures,   future   economic  and
competitive market conditions,  and future business decisions. All these matters
are  difficult  or  impossible  to predict  accurately  and many of which may be
beyond the  control of the  Company.  Although  the  Company  believes  that the
assumptions underlying its forward-looking statements are reasonable, any of the
assumptions could be inaccurate and,  therefore,  there can be no assurance that
the  forward-looking  statements  included  in this form 10-QSB will prove to be
accurate.


GENERAL

We were originally established on August 15, 1993 as a distributor, and marketer
of collectible  toys and candy  products for children  between the ages of three
and twelve years old. We have marketed  products  that include tea sets,  games,
puzzles, books, plush toys, purses, ride-on cars, and unique surprise boxes that
contain gum and candy,  collectible toys, trading cards, milk caps (pogs), comic
strips, tattoos,  stickers, and various promotional inserts.  Alottafun! has not
generated  sufficient  revenues  in the  last  two  years  to fund  its  ongoing
operations  and has sustained  substantial  losses since its inception and we do
not  expect to become  profitable  until  2001.  Accumulated  losses to date are
approximately  $5,200,000  and there is  substantial  doubt about our ability to
continue as a going concern.

In May 1999, Alottafun!  joint ventured with E-Commerce Fulfillment,  LLC. which
contracted with M.W Kasch,  an independent  U.S. toy  distributor,  to launch an
e-commerce Internet portal called TOYPOP.COM.  The Joint venture was owned 33.3%
by E-Commerce  Fulfillment and 67.7% by Alottafun!,  Inc. E-Commerce Fulfillment
(ECF) was a wholly owned by Jeffrey C. Kasch,  President of M.W.  Kasch Company.
ECF's  responsibilities  and  obligations  included  selling toy products to the
joint  venture,  at prices that did not exceed  prices  charged to ECF's typical
customers.  ECF provided its products  based on regular  availability.  ECF also
merchandised  toys on the Web  site  and  made  decisions  as to  which  toys to
highlight as special  buys, to promote,  or present as a `hot' toy.  M.W.  Kasch
Company  warehoused and provided  fulfillment to ECF. The  relationship  between
M.W.  Kasch Company and ECF was exclusive as far as ECF was  concerned,  but not
exclusive  with regard to M.W.  Kasch.  M.W.  Kasch was free to sell any and all
other  retailers,  electronic  or  otherwise.  Our role was to manage  marketing
strategies,  and to  provide  the  electronic  mediums  for the  sale,  customer
support, and fulfillment of products that the joint venture purchases.

On February 28, 2000,  M. W. Kasch and us agreed to terminate  our  relationship
and  thereupon,  M.W.  Kasch Co. gave notice that  effective  March 28, 2000 our
agreement with them was terminated.

In October 1999, we commenced  negotiations with a software  developer,  MHA, to
jointly develop a  business-to-business  site that would allow toy manufacturers
to sell direct to retailers as a further  expansion of its TOYPOP site. We chose
not to partner  with MHA, and instead  decided to pursue a  business-to-business
strategy  ourselves.  At Toy Fair 2000,  we  announced  our  strategy  and began
signing   up   both    manufacturers    and   retailers.    We   announced   our
business-to-business Internet strategy on February 22, 2000.

On   February   10,  2000  as  a  result  of  our   independent   pursuit  of  a
business-to-business  strategy without MHA, who hosted the TOYPOP Internet site,
MHA shut down our  TOYPOP  site.  We intend to remake the site into a channel in
the new MRABA Internet initiative. Sales of toy products through the TOYPOP site
amounted to $16,506 during the recent Holiday selling  season,  primarily due to
the lack of marketing  and the limited  availability  of the better  selling toy
products through M. W. Kasch. We are optimistic that TOYPOP can be made a viable
Internet retail portal through a  reorganization  and  restructuring  within our
MRABA internet opportunity.


                                       7
<PAGE>


According to Toy Manufacturers of America, the leading toy industry trade group,
total  annual  retail toy sales were  estimated at $27.2  billion in 1998.  This
represents  traditional  retail toy sales of $21 billion and video games of $6.2
billion.  These  figures  represent  the retail  sales of toys through all major
retail outlets such as national toy stores, discount stores,  department,  drug,
food and variety stores; gift and novelty shops; price clubs;  bookstores;  home
supply stores, mail order catalogs and online toy stores.

Toy sales through the Internet  represented  the fastest  growing segment of toy
retail   sales   during  the  last   quarter  of  1998.   According  to  Jupiter
Communications,  Inc., a New York research firm, retail sales through online toy
stores is expected to generate $52 million in 1999,  $555  million in 2002,  and
$1.5 billion by 2003 excluding software, books and other children's categories.

Without the joint  venture  with  E-Commerce  Fulfillment,  we have  revised the
expectation of our ability to sell toy products over the Internet. As we develop
relationships  with the toy  manufacturers  through  our MRABA  initiative,  and
providing  that we can arrange the necessary  capital,  we now expect to capture
$20 million of this $1.5 billion toy  electronic  segment of the toy industry by
2003.  There  is no  assurance  that we  will be  successful  in  marketing  and
distributing toys through electronic commerce. If we experience any difficulties
regarding the  development of our Internet site, our future  business  prospects
will be adversely affected.

Our e-commerce site was originally  launched on September 21, 1999. The Web-site
e-commerce development program cost about $235,144 through December 31, 1999. In
comparison with other retailers of toys, our expenditures were relatively small.
Our expected  marketing  program was not funded for the recent  holiday  selling
season.  Our lack of marketing  resources has had a negative impact on our sales
and our ability to meet our sales projections. Our Toypop.com site was operating
through February 10, 2000 when it was closed.

Our operating results may hinder our ability to raise additional capital to fund
our  on-going  operations.  To date,  we have  funded  our  Web-site  e-commerce
development  with working  capital  provided by the sales of our  securities and
borrowings.  However,  there is no assurance that these working capital reserves
will be  sufficient  to  complete,  launch,  and  market  our  e-commerce  site.
Furthermore,  there is no  assurance  that we will be able to  raise  additional
funds through securities sales and borrowings in the future.

RESULTS OF OPERATIONS

Three months ended June 30, 2000 compared to three months ended June 30, 1999

Total  consolidated  revenue for the three  months  ended June 30, 2000 was $454
compared to $471 for the same  period of 1999,  which  represents  a decrease of
$17.  During  the three  month  period  ended June 30,  2000 and 1999,  revenues
reflected sales of our Hearthside product line.

Gross profit was $1,048 and $123, respectively, for the three month period ended
June 30, 2000, as compared to the prior period ended June 30, 1999.

For the three months ended June 30, 2000,  total selling expenses were $8,650 as
compared  to $24,234  for the same period of the  previous  year,  a decrease of
$15,584, or 65%. This decrease is the result of lower marketing expenses because
of limited sales. Total general and administrative  expense for the three months
ended June 30, 2000, was $279,104 as compared to $149,475 for the same period of
the previous year, an increase of $129,629, or 87%. Management has continued its
Internet presence despite the closing of its TOYPOP portal and has developed and
launched  its  MRABA  initiative.  Expenses  were  primarily  related  to  these
activities as well as the development of its collectible  line of toys that will
were  introduced  at the  February  ToyFair  2000 and will be sold this  selling
season.

                                       8
<PAGE>

We had a loss from  operations of $295,366 for the period ended June 30, 2000 as
compared to a loss of $177,379 for the same prior year period.  This increase in
the operating  loss over that of the preceding  year period  primarily  reflects
higher general and administrative,  together with a higher depreciation  expense
despite  lower  selling  expenses.  Management  anticipates  that as  sales  are
generated it will result in an improvement in future  operating  performance and
eventually profitable operations.

We obtained  the benefit of an  extraordinary  gain on the  forgiveness  of debt
during the period  ended June 30,  2000 in the amount of $2,292.  This  resulted
from settlement of accounts payable balances

The loss and loss per share were $305,172 and $0.03 per share respectively,  for
the three months ended June 30, 2000 as compared to a loss and loss per share of
$272,175  and  $0.03  respectively,  for the  same  period  in 1999.  This  loss
represents a 12% increase over the loss experienced in the year ago quarter. The
weighted  average  shares  outstanding  for the quarter  ended June 30, 2000 was
11,509,193 as compared  8,044,513 for the preceding  year quarter ended June 30,
1999.

During the quarter ended June 30, 1999,  we had realized and realized  losses of
$133,091 and an unrealized gain of $44,175 on securities trading. All securities
trading  activities  with our cash balance has ceased.  Management  has utilized
money  market  funds for its cash prior to its use in our  operations.  Interest
expense was $12,098 in the three month period ended June 30, 2000 as compared to
$5,880 in the same prior year  period.  This  represents  a $6,218  increase  in
interest expense, or 106%.

Six months ended June 30, 2000 compared to six months ended June 30, 1999

Total  consolidated  revenue  for the six months  ended  June 30,  2000 was $410
compared to $19,931 for the same period of 1999,  which represents a decrease of
$19,521.  Sales in the 1999 period  reflected  sales of our  Hearthside  product
line.  This  decrease  is the  result  of our lack of  marketing  resources  and
emphasis on our Hearthside product line.

Gross  profit was ($2,531)  and $4,136,  respectively,  for the six month period
ended June 30, 2000,  as compared to the prior period ended June 30, 1999.  This
decrease is the result of sales of products at below cost prices  during the six
month period ended June 30, 2000.

For the six months ended June 30, 2000,  total selling  expenses were $21,842 as
compared  to $72,199  for the same period of the  previous  year,  a decrease of
$50,357, or 70%. This decrease is the result of lower marketing expenses because
of no sales. Total general and  administrative  expense for the six months ended
June 30,  2000,  was $501,093 as compared to $293,607 for the same period of the
previous  year, an increase of $207,486,  or 71%.  Management  has continued its
Internet presence despite the closing of its TOYPOP portal and has developed and
launched  its  MRABA  initiative.  Expenses  were  primarily  related  to  these
activities as well as the development of its collectible  line of toys that will
were  introduced  at the  February  ToyFair  2000 and will be sold this  selling
season.

We had a loss from  operations of $542,786 for the period ended June 30, 2000 as
compared to a loss of $400,967 for the same prior year period.  This decrease in
the operating  loss over that of the preceding  year period  primarily  reflects
lower  general  and  administrative  and  lower  selling  expenses.   Management
anticipates  that as sales are  generated  it will result in an  improvement  in
future operating performance and eventually profitable operations.

We obtained  the benefit of an  extraordinary  gain on the  forgiveness  of debt
during the period  ended June 30, 2000 in the amount of $64,316.  This  resulted
from settlement of accounts payable balances

The loss and loss per share were $496,444 and $0.05 per share respectively,  for
the six months  ended June 30,  2000 as compared to a loss and loss per share of
$776,376  and  $0.11  respectively,  for the  same  period  in 1999.  This  loss
represents a $279,932 or 36% decrease over the loss  experienced in the year ago
period.  The weighted average shares  outstanding for the six month period ended
June 30, 2000 were  10,774,918 as compared  7,039,387 for the preceding year six
month period ended June 30, 1999.

                                       9
<PAGE>


During  the six month  period  ended June 30,  2000 we closed  out our  security
position that resulted in a gain of $5,344.  During the year ago period,  we had
realized and unrealized losses of $173,877.  All securities  trading  activities
with our cash balance has ceased. Management has utilized money market funds for
its cash prior to its use in our operations. Interest expense was $23,318 in the
six month  period  ended June 30, 2000 as compared to $201,532 in the same prior
year period.  This represents a $178,214 decrease in interest  expense,  or 89%.
The prior year included  convertible debt that was subsequently retired with the
issuance of our common stock.

The Company has focused,  in the recent six month period ended June 30, 2000, on
redeploying  its  internet  presence  within  the  MRABA  portal  that  is a B2B
e-commerce business site within the toy industry. MRABA was launched in May 2000
and is currently  operating.  It is expected that the site will begin to provide
income to us, however,  there is no assurance that it will generate  significant
revenues.  It is anticipated  that the  collectible  toys will begin  generating
revenues  within  the  third  quarter  of  this  calendar  year.  Management  is
optimistic about the benefits of its business strategies.

LIQUIDITY AND CAPITAL RESOURCES

To  date,  the  Company  has  largely  funded  its  operations  and its  product
development  activities  with  funds  provided  by issuing  securities  and from
borrowings.  During the six months ended,  the Company  received  $570,500 as an
equity  investment for the issuance of 2,652,083  shares of common stock.  These
funds were used for working capital  purposes.  In addition the company borrowed
$15,000 during the six month period ended June 30, 2000.

Net cash used in operating activities for the six months ended June 30, 2000 was
$499,876 compared to net cash used of $276,681 for the six months ended June 30,
1999. This increase in cash used by operating  activities is primarily due to an
operating loss and a decrease in accounts  payable that was not offset as in the
prior  year by  interest  on  warrants  and the  unrealized  loss of  marketable
securities that reduced the net loss.

Cash used in  investing  activities  for the six months  ended June 30, 2000 and
1999  was  $73,560  and  $917,195,   respectively.  We  acquired  equipment  and
intangible  assets of  $78,904  during the six  months  ended  June 30,  2000 as
compared to $87,339 in the prior year ago  period.  The major use of cash in the
year ago period was the purchase of marketable securities.  We discontinued such
practices during the latter part of 1999.

Cash provided by financing activities for the six months ended June 30, 2000 was
$568,126 as compared to cash  provided by financing  activities  of $782,762 for
the six months ended June 30, 1999. During the recent period, the Company issued
common stock that generated proceeds of $570,500 and notes payable of $15,000 to
provide  working  capital  and to  support  its'  expenditures.  In the year ago
period, we received note proceeds of $445,015 and equity investment of $321,511.

As of June 30, 2000, the Company had a net working  capital deficit of $468,502.
The Company is not  presently  profitable  and continues to fund itself from the
proceeds of securities placements. Only when the Company achieves profitability,
will then be in a position to fund itself on an operating basis.

Management  believes that additional  capital will be needed to fund its working
capital  needs  within this fiscal  year.  Funding is needed for the  continuing
development  of its MRABA  Internet  portal  and to market and  promote  its toy
collectibles.  The Company is optimistic  that such funds will be available from
investment  or  financing  sources to provide for its plan.  Should funds not be
readily  available,  management  intends  to defer  one or more of its  business
activities to a later time when appropriate funding can be arranged. The Company
is in need of additional funding to provide for its working capital requirements
over the next six months.  Should such  funding  not be  available,  the Company
would have to significant  curtail its planned  operations to achieve  breakeven
operations.

                                       10
<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         ------------------

         None

Item 2.  Change in Securities and Use of Proceeds.
         -----------------------------------------

During the six month period ended June 30, 2000, the Company issued an aggregate
of 2,652,083 shares of restricted common stock. The Company raised $570,500 that
was net of $1,001,440 of offering costs.  These offering costs included  $87,000
of cash and 1,203,750 shares of Alottafun!  Restricted stock, which are included
in the number of total  shares  issued,  valued at a total fair market  value of
$914,440.  The  issuance  of these  shares was treated as  offering  costs.  The
Company  relied upon Section 4(2) of the Securities Act of 1933 for the issuance
of these securities.

In February 2000,  the Company issued 100,000 shares of restricted  common stock
as a deposit on the acquisition of Faction,  Inc.  Faction,  Inc. is an Internet
software  development  company  located in New York,  NY.  This  acquisition  is
expected to be completed in August 2000 pending the resolution of specific terms
in the stock purchase  agreement.  The shares issued for the deposit were valued
at the fair  market  value at the date of issuance  that  totaled  $62,500.  The
Company  relied upon Section 4(2) of the Securities Act of 1933 for the issuance
of these securities.

During the six month  period  ended June 30, 2000,  the Company  issued  355,000
shares of  restricted  common  stock and options to purchase  100,000  shares of
common stock or consulting  services,  investor  relations  services,  and legal
fees.  These shares were valued at the fair market value at the date of issuance
which totaled  $155,525 for the common stock and $33,500 for the stock  options.
Some of the stock  issued is for  services to be  provided  over the next twelve
months.  Therefore,  the Company  has  recorded  $110,825 as prepaid  consulting
expense.


SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1934, the Registrant had
duly caused the report to be signed on its behalf by the  undersigned  thereunto
duly authorized.


                                Alottafun!, Inc.

Dated    8/21/2000

                               /s/ Michael Porter
                               -------------------------
                               Michael Porter, President