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 March 31, 2001
                                    --------------

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

     For the transition period from __________ to __________

                         Commission File Number 0-26325

                            UPSIDE DEVELOPMENT, 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        No   X
     ----     -----

         The number of shares outstanding of the Issuer's Common Stock, $.01 Par
Value, as of March 31, 2001 was 22,104,687.

         Transitional Small Business Disclosure Format:

Yes       No   X
     ----    -----

<PAGE>

                            UPSIDE DEVELOPMENT, INC.
                            (f/k/a ALOTTAFUN!, INC.)



                                      Index



                                                                           Page
Part I - Financial Information                                             ----

Item 1.  Financial Statements

         Balance Sheet -
           March 31, 2001.................................................    1

         Statements of Operations -
           Three months ended March 31, 2001 and 2000.....................    2

         Statements of Changes in Stockholders' Deficit -
           Three months ended March 31, 2001..............................    3

         Statements of Cash Flows -
           Three months ended March 31, 2001 and 2000.....................    4

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

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................7 - 9

Part II - Other Information

Item 1. Legal Proceedings.................................................    9


Signatures................................................................   10


                                       i
<PAGE>

                             Upside Development, Inc.
                             (f/k/a Alottafun!, Inc.)

                                  Balance Sheet

                                  March 31, 2001
                                   (unaudited)

<TABLE>
<S>                                                                             <C>
Assets
Current assets:
Cash                                                                                            $ 4,032
Accounts receivable                                                                              10,278
                                                                                   ---------------------
                                                                                                 14,310
                                                                                   ---------------------

Property and equipment, net of  accumulated depreciation                                         16,723
                                                                                   ---------------------

Deposit on acquisitions                                                                         158,108
Other assets                                                                                     23,076
                                                                                   ---------------------
                                                                                                181,184
                                                                                   ---------------------

                                                                                              $ 212,217
                                                                                   =====================

Liabilities and Stockholders' Deficit
Current liabilities:
      Bank overdrafts                                                                             5,040
      Notes payable, net of discounts                                                           368,503
      Accounts payable                                                                          285,919
      Accrued expenses                                                                          251,513
                                                                                   ---------------------
Total current liabilities                                                                       910,975
                                                                                   ---------------------

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; 22,104,687 shares issued and outstanding.                                     221,047

      Additional paid-in capital                                                              6,591,454
      Accumulated deficit                                                                    (7,367,809)
                                                                                   ---------------------
                                                                                               (555,108)
      Stock subscription receivable                                                            (123,500)
      Prepaid assets consulting                                                                 (20,150)
                                                                                   ---------------------
Total stockholders' deficit                                                                    (698,758)
                                                                                   ---------------------

                                                                                              $ 212,217
                                                                                   =====================
</TABLE>


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

                                       1
<PAGE>

                            Upside Development, Inc.
                            (f/k/a Alottafun!, Inc.)

                            Statements of Operations
                                   (unaudited)


<TABLE>
<CAPTION>

                                                    Three Months Ended March 31,
                                             ------------------------------------------
                                                      2001                 2000
                                             ------------------------------------------

<S>                                            <C>               <C>
Sales, net of allowance and discounts             $ 33,083                $ (44)

Cost of sales                                        1,739                3,535
                                             ------------------------------------------

Gross profit                                        31,344               (3,579)
                                             ------------------------------------------

Operating expenses:
          Selling                                   17,974               13,192
          General and administrative               262,897              221,989
          Depreciation and amortization             11,055                8,660
                                             ------------------------------------------
                                                   291,926              243,841
                                             ------------------------------------------

Loss from operations                              (260,582)            (247,420)
                                             ------------------------------------------

Other expenses:
          Net realized gain on
           sale of securities, trading                   -                5,344
          Interest expense                         (58,677)             (11,220)
                                             ------------------------------------------
Total other expenses                               (58,677)              (5,876)
                                             ------------------------------------------

Net loss before extraordinary gain                (319,259)            (253,296)

Extraordinary gain on forgiveness of debt           11,234               62,024
                                             ------------------------------------------

                                             ------------------------------------------
Net loss                                        $ (308,025)          $ (191,272)
                                             ==========================================

Loss per common share:
          Loss before extraordinary gain             (0.02)               (0.03)
          Extraordinary gain                             -                 0.01
                                             ------------------------------------------
Net loss per common share                          $ (0.02)             $ (0.02)
                                             ==========================================

                                             ------------------------------------------
Weighted average shares outstanding             19,850,845           10,040,642
                                             ==========================================

</TABLE>

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


                                       2
<PAGE>

                            Upside Development, Inc.
                            (f/k/a Alottafun!, Inc.)

                 Statements of Changes in Stockholders' Deficit
                                   (unaudited)
<TABLE>
<CAPTION>

                                   Preferred Stock      Common Stock
                                   ---------------    ------------------  Additional              Prepaid     Stock
                                 Shares   $.0001 Par  Shares   $.01 Par    Paid-in   Accumulated  Consulting  Subscription
                                 Issued      Value    Issued     Value     Capital     Deficit    Services    Receivable      Total
                                 --------  ---------  --------  --------  ----------  ----------  ---------   -----------    ------
<S>                            <C>       <C>        <C>       <C>        <C>        <C>         <C>         <C>          <C>
Balance, December 31, 2000      2,000,000  $   200   16,360,437 $163,604  $6,270,387 $(7,059,784) $(50,375)   $(123,500)  $(799,468)
Issuance of common stock
 for offering costs                     -        -      500,000    5,000      (5,000)          -         -            -           -
Issuance of common stock
 for services                           -        -    2,098,750   20,988     121,912           -         -            -     142,900
Issuance of common stock
 to settle debt                         -        -    2,845,000   28,450     143,722           -         -            -     172,172
Common stock and warrants issued
 in connection with-debt                -        -      300,500    3,005      60,433           -         -            -      63,438
Amortization of prepaid
 consulting services                    -        -            -        -           -           -    30,225            -      30,225
Net loss for the three months
 ended March 31, 2001                   -        -            -        -           -    (308,025)        -            -    (308,025)
                                  --------  --------  --------  --------    --------   ---------   -----------  -------   ---------
Balance, March 31, 2001         2,000,000  $   200   22,104,687 $221,047  $6,591,454 $(7,367,809) $(20,150)   $(123,500)  $(698,758)
                                  ========  ========  ========  ========    ========   =========   ===========  =======   =========
</TABLE>


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


                                       3
<PAGE>

                            Upside Development, Inc.
                            (f/k/a Alottafun!, Inc.)

                            Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>

                                                             Three Months Ended March 31,
                                                         ------------------------------------
                                                               2001              2000
                                                         ------------------------------------
<S>                                                         <C>               <C>
Operating activities
    Net loss                                                   $ (308,025)        $ (191,272)
                                                         ------------------------------------
    Adjustments to reconcile net loss to net cash used
     by operating activities:
        Depreciation and amortization                              11,055              8,660
        Loss on marketable securities                                                 (5,344)
        Amortization of discount on notes payable                  55,442                  -
        Amortization of prepaid consulting services                30,225                  -
        Common stock issued for services                          142,900                  -
    Purchase of marketable securities                                   -                  -
        (Increase) decrease in:
          Accounts receivable                                       3,316              2,685
          Inventory                                                   593                  -
          Other assets                                                  -               (321)
        Increase (decrease) in:                                                            -
          Accounts payable                                        (81,721)          (113,679)
          Accrued expenses                                         61,994             18,728
                                                         ------------------------------------
    Total adjustments                                             223,804            (89,271)
                                                         ------------------------------------
    Net cash used by operating activities                         (84,221)          (280,543)
                                                         ------------------------------------

Investing activities
    Deposit on acquisitions                                      (158,108)                 -
    Acquisition of equipment and intangible assets                      -            (68,282)
    Proceeds from sale of marketable securities                         -              5,344
                                                         ------------------------------------
    Net cash used by investing activities                        (158,108)           (62,938)
                                                         ------------------------------------

Financing activities
    Reduction in bank overdraft                                    (4,170)                 -
    Proceeds from issuance of note payable                        250,000                  -
    Proceeds from common stock and related paid-in capital              -            560,500
    Reduction in note payable                                           -             (9,411)
    Net proceeds/payments on credit line                                -                  -
                                                         ------------------------------------
    Net cash provided by financing activities                     245,830            551,089
                                                         ------------------------------------
Net increase in cash                                                3,501            207,608
Cash at beginning of period                                           531              5,310
                                                         ------------------------------------
Cash at end of period                                             $ 4,032          $ 212,918
                                                         ====================================

Supplemental disclosures of cash flow information
    and noncash financing activities
      Cash paid during the period for interest                   $ 57,430           $ 11,197
                                                         ====================================

</TABLE>



During the three month period ended March 31, 2001,  the Company  issued 370,000
shares of restricted  common stock in satisfaction  of notes payable,  including
interest, of $33,327.

During the three month period ended March 31, 2001, the Company issued 2,475,000
shares of restricted common stock in satisfaction of debt of $138,845.

During the three month period ended March 31, 2001,  the Company  issued 500,000
shares of restricted  common stock valued at $35,000 for the payment of offering
costs.

During the three month period ended March 31, 2001, the Company issued  $250,000
of notes  payable.  In connection  with the notes,  the Company  issued  300,500
shares of restricted  common stock valued at $21,143 and detachable  warrants to
purchase  1,312,500 shares of restricted  common stock valued at $42,295.  These
amounts  have been  recorded as a discount on the notes and are being  amortized
over the life of the note.

During the three month period ended March 31, 2001, the Company issued 2,098,750
shares of restricted common stock for services valued at $142,900.

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


                                       4
<PAGE>

                            UPSIDE DEVELOPMENT, INC.
                            (f/k/a ALOTTAFUN!, INC.)

                          Notes to Financial Statements


Note 1 - Basis of presentation

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 month  periods  ended March 31, 2001 and 2000 are not  necessarily
indicative of the results to be expected for the full year.

The unaudited financial  statements and notes are presented as permitted by Form
10-QSB. Accordingly,  certain information and note disclosures that are normally
included  in  financial   statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the United  States  have been  omitted.  The
accompanying  financial  statements and notes should be read in conjunction with
the audited  financial  statements and notes for the Company for the fiscal year
ended December 31, 2000. The results of operations  for the  three-month  period
ended March 31, 2001 are not necessarily  indicative of those to be expected for
the entire 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  $7,400,000 and has
used cash in  operations  of  approximately  $84,000 and  $281,000 for the three
month  periods  ended March 31, 2001 and 2000,  respectively.  The Company has a
negative  working  capital of  approximately  $897,000 at March 31, 2001 and has
negative  tangible net worth of  approximately  $699,000 at March 31,  2001.  In
addition,  the Company is currently in default on approximately $82,000 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 month  periods ended March 31, 2001
and 2000.  The weighted  average shares  outstanding  for the three month period
ended March 31, 2001 was  19,850,845  as  compared to  10,040,642  for the three
months ended March 31, 2000.

Note 3 - Equity Transactions

Please refer to Audited Financial Statements consisting of the Company's balance
sheet as of December 31, 2000, and related statements of operations,  changes in
stockholders'  equity,  and cash flows ended  December 31,  2000,  as audited by
Pender, Newkirk & Company, Certified Public Accountant.

During the three month period ended March 31, 2001,  the Company  issued 370,000
shares of restricted  common stock in satisfaction  of notes payable,  including
interest, of $33,327.

During the three month period ended March 31, 2001, the Company issued 2,475,000
shares of restricted common stock in satisfaction of debt of $138,845.

During the three month period ended March 31, 2001,  the Company  issued 500,000
shares of restricted  common stock valued at $35,000 for the payment of offering
costs.

During the three month period ended March 31, 2001, the Company issued  $250,000
of notes  payable.  In connection  with the notes,  the Company  issued  300,500
shares of restricted  common stock valued at $21,143 and detachable  warrants to
purchase  1,312,500 shares of restricted  common stock valued at $42,295.  These
amounts  have been  recorded as a discount on the notes and are being  amortized
over the life of the note.

During the three month period ended March 31, 2001, the Company issued 2,098,750
shares of restricted common stock for services valued at $142,900.


                                       5
<PAGE>
                            UPSIDE DEVELOPMENT, INC.
                            (f/k/a ALOTTAFUN!, INC.)

                    Notes to Financial Statements (continued)


Note 4 - Deposits on Acquisitions

During the three month period ended March 31, 2001,  the Company  signed letters
of intent to acquire three tire  recycling  companies  and a logistics  company.
To-date the Company has made deposits of $158,108 on these acquisitions.


                                       6
<PAGE>

                            UPSIDE DEVELOPMENT, INC.
                             (f/k/a 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 founded in August 1993. Until we generated significant revenues in 1996,
we were a development stage enterprise.  During the development stage period, we
devoted the majority of our efforts to  development  of a viable  product  line,
testing of product concepts, developing channels of distribution,  financing and
marketing.  These  activities were funded by investments  from  stockholders and
borrowings from unrelated third parties.

We have not, through the present time, been in a position to generate sufficient
revenues  during  our  limited  operating  history  to fund  on-going  operating
expenses or product development activities.  As a result, we resorted to raising
capital  through  equity  fundings  and from  borrowings.  In June of  1998,  we
acquired  inventory,  equipment,  and goodwill of the Mother Hubbard's Creations
toy  line.  We  renamed  the  Mother  Hubbard's  Creations  toy line  Hearthside
Treasures.

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.
On  February  28,  2000,  the  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.

We announced our  business-to-business  Internet  strategy on February 22, 2000.
Our e-commerce site was originally  launched on September 21, 1999. The Web-site
e-commerce  development  program cost about $235,144  during 1999. In comparison
with other retailers of toys, our expenditures were relatively small.  Marketing
expenditures  included  limited  newspapers,   radio,   magazine,  and  internet
advertisements.  Our  expected  marketing  program  was not  funded for the 1999
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  processing  orders  through  February 10, 2000 when it was
closed.

Our operating results may hinder our ability to raise additional capital to fund
our operations  going forward.  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.

We have sustained  significant  operating losses since inception resulting in an
accumulated deficit of approximately $7,400,000 at March 31, 2001.


                                       7
<PAGE>

Because of the need for capital and the diminishing  prospects for obtaining new
monies,  we have  reduced our focus on the toy  industry  and  concentrated  our
efforts on the scrap  tire  market.  In an effort to  develop a viable  business
model to realize value for our  shareholders  we were  presented  with "roll-up"
opportunities with the scrap tire industry.  This strategy utilizes  proprietary
experience that we developed in our  business-to-business  Internet initiatives.
We have  identified  a strategy to focus all our future  resources  to develop a
business  model that  focuses on the  acquisition  of  smaller  privately  owned
regional operations in the scrap tire recycling industry.

In January  2001, we signed  letters of intent to acquire  three tire  recycling
companies  and a  logistics  company,  allowing  us  to  expand  our  technology
expertise into a fast growth industry. We are currently seeking capital in order
to complete these acquisitions,  however,  there is no assurance that we will be
successful in securing this funding to secure these potential acquisitions.

We will  continue  to incur  losses  until we are able to  complete  acquisition
within the tire  recycling  industry  that will  increase  sales to a sufficient
level to offset ongoing operating and administrative costs.

RESULTS OF OPERATIONS

Three months ended March 31, 2001 compared to three months ended March 31, 2000

Total revenue for the three months ended March 31, 2001 was $33,083  compared to
$(44) for the same period of 2000, which represents an increase of $33,127. This
increase  was  primarily  the result of higher  sales  relating to our  logistic
product supply business.  We focused our efforts primarily on expanding into the
warehousing logistic industry and decreased our focus on toy sales.

Gross profit was $31,344 and $(3,579),  respectively, for the three month period
ended March 31, 2001,  as compared to the prior period ended March 31, 2000,  an
increase of $34,923.  This  increase is  primarily  attributable  to the sale of
$25,500 of confectionary products assumed by us at little or no cost.

For the three months ended March 31, 2001,  total selling  expenses were $17,974
as compared to $13,192 for the same period of the previous  year, an increase of
$4,782 or 36%. This increase is the result of higher marketing expenses relating
to our logistic supply business.  Total general and  administrative  expense for
the three months ended March 31, 2001,  was $262,897 as compared to $221,989 for
the same period of the  previous  year,  an increase of $40,908,  or 18%.  This
increase is primarily due to legal and consulting expenses paid during the three
month period ended March 31, 2001.

We had a net loss of $308,025 for the period ended March 31, 2001 as compared to
a loss of  $191,272  for the  same  prior  year  period.  This  increase  in the
operating loss over that of the preceding year period primarily  reflects higher
selling,  general and  administrative  expenses  despite lower  depreciation and
amortization  expenses.  General and administrative  costs included  accounting,
legal and  consulting  expenses  of  approximately  $173,000  in the three month
period ended March 31, 2001.

The loss and loss per share were $308,025 and $0.02 per share respectively,  for
the three  months  ended March 31, 2001 as compared to a loss and loss per share
of  $191,272  and $0.02  respectively,  for the same  period in 2000.  This loss
represents a 61% increase over the loss experienced in the year ago quarter. The
weighted  average  shares  outstanding  for the quarter ended March 31, 2001 was
19,850,845 as compared to 10,040,642  for the preceding year quarter ended March
31, 2000.


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 three months ended March 31, 2001, the Company  received
$250,000 in the form of notes payable and convertible debt.

                                       8
<PAGE>


Net cash used in operating  activities for the three months ended March 31, 2001
was $84,221  compared to net cash used of $280,543  for the three  months  ended
March 31, 2000. This decrease in cash used by operating  activities is primarily
due to increases in accounts payable and accrued expenses.

Cash used in investing  activities for the three months ended March 31, 2001 and
2000 was $158,108 and $62,938,  respectively.  This increase  reflects  deposits
made  pursuant to letters of intent signed with three tire  recycling  companies
and a logistics company.

Cash provided by financing  activities for the three months ended March 31, 2001
was $245,830 as compared to cash  provided by financing  activities  of $551,089
for the three months ended March 31, 2000. During the recent period, the Company
issued notes  payable  that  generated  proceeds of $250,000 to provide  working
capital  and to support  our  expenditures.  In the year ago  period,  we issued
common stock with an aggregate value of $560,500.

As of March 31, 2001, the Company had a net working capital deficit of $896,665.
The Company is not  presently  profitable  and continues to fund itself from the
proceeds of securities placements, notes payable, and convertible debt.

We do not presently  have  sufficient  cash to operate for more than the next 90
days. We will need capital to development our scrap tire recycling business.  We
will need this capital to provide for our anticipated working capital needs over
the next twelve months.  We are presently seeking $500,000 in equity to allow us
to sustain ourselves.

We cannot  provide any  assurance  that we will be  successful  in raising such
capital as such  undertakings are difficult to complete.  We are optimistic that
we will be successful in obtaining future financing.


PART II - OTHER INFORMATION

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

         None

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

During the three month period ended March 31, 2001,  the Company  issued 370,000
shares of restricted  common stock in satisfaction  of notes payable,  including
interest, of $33,327.

During the three month period ended March 31, 2001, the Company issued 2,475,000
shares of restricted common stock in satisfaction of debt of $138,845.

During the three month period ended March 31, 2001,  the Company  issued 500,000
shares of restricted  common stock valued at $35,000 for the payment of offering
costs.

During the three month period ended March 31, 2001, the Company issued  $250,000
of notes  payable.  In connection  with the notes,  the Company  issued  300,500
shares of restricted  common stock valued at $21,143 and detachable  warrants to
purchase  1,312,500 shares of restricted  common stock valued at $42,295.  These
amounts  have been  recorded as a discount on the notes and are being  amortized
over the life of the note.

During the three month period ended March 31, 2001, the Company issued 2,098,750
shares of restricted common stock for services valued at $142,900.


                                       9
<PAGE>


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    6/11/2001

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

                                       10
<PAGE>