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 September 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 September 30, 2000 was 14,032,937.

     Transitional Small Business Disclosure Format:

Yes        No X
   ---       ---


<PAGE>


                                ALOTTAFUN!, INC.



                                      Index



                                                                            Page
                                                                            ----
Part I - Financial Information
------------------------------

Item 1.  Financial Statements

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

         Statements of Operations -
           Three and nine months ended September 30, 2000 and 1999........... 2

         Statements of Changes in Stockholders' Deficit -
           Nine months ended September 30, 2000.............................. 3

         Statements of Cash Flows -
           Nine months ended September 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

                                September 30, 2000
                                   (unaudited)

<TABLE>
<CAPTION>

<S>                                                                              <C>
Assets
Current assets:
Cash                                                                               $                594
Accounts receivable                                                                              88,006
Inventory                                                                                           592
                                                                                   ---------------------
                                                                                                 89,192

Property and equipment, net of  accumulated depreciation                                        159,176
                                                                                   ---------------------

Other assets:
Acquisition deposits                                                                             62,500
Other assets, trademark, net of accumulated amortization                                          3,618
                                                                                   ---------------------
                                                                                                 66,118
                                                                                   ---------------------

                                                                                    $           314,486
                                                                                   =====================

Liabilities and Stockholders' Deficit
Current liabilities:
     Bank overdraft                                                                 $             9,675
     Current maturities of long-term debt                                                       120,078
     Accounts payable                                                                           325,784
     Accrued expenses                                                                           147,219
                                                                                   ---------------------
Total current liabilities                                                                       602,756
                                                                                   ---------------------

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; 14,032,937 shares issued and outstanding.                                      140,329

     Additional paid-in capital                                                               6,063,661
     Accumulated deficit                                                                     (5,832,960)
                                                                                   ---------------------
                                                                                                371,230
     Prepaid consulting                                                                         (80,600)
     Deferred offering costs                                                                   (455,400)
     Stock subscription receivable                                                             (123,500)
                                                                                   ---------------------
Total stockholders' deficit                                                                    (288,270)
                                                                                   ---------------------

                                                                                    $           314,486
                                                                                   =====================

</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 September 30,          Nine Months Ended September 30,
                                                      -------------------------------------   --------------------------------------
                                                              2000              1999                  2000               1999
                                                      -------------------------------------   --------------------------------------

<S>                                                   <C>              <C>                    <C>               <C>
Sales, net of allowance and discounts                      $ 92,031          $ 90,092              $ 92,441          $ 110,024

Cost of sales                                                49,428            63,673                52,369             79,468
                                                      -------------------------------------   --------------------------------------

Gross profit                                                 42,603            26,419                40,072             30,556
                                                      -------------------------------------   --------------------------------------

Operating expenses:
        Selling                                              13,958            64,866                35,800            137,065
        General and administrative                          628,648           225,935             1,129,741            510,220
        Depreciation and amortization                         8,660             2,812                25,980             42,109
                                                      -------------------------------------   --------------------------------------
                                                            651,266           293,613             1,191,521            689,394
                                                      -------------------------------------   --------------------------------------

Loss from operations                                       (608,663)         (267,194)           (1,151,449)          (658,838)
                                                      -------------------------------------   --------------------------------------


Other expenses:
        Net realized gain (loss) on
         sale of securities, trading                             -           (86,640)                5,344           (226,077)
        Unrealized (loss) on securities, trading                 -           (48,141)                    -            (82,582)
        Interest expense                                   (12,455)           (8,056)              (35,774)          (209,586)
                                                      -------------------------------------   --------------------------------------
Total other expenses                                       (12,455)         (142,837)              (30,430)          (518,245)
                                                      -------------------------------------   --------------------------------------

Net loss before extraordinary gain                        (621,118)         (410,031)           (1,181,879)        (1,177,083)

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

                                                      -------------------------------------   --------------------------------------
Net loss                                                $ (621,118)       $ (410,031)         $ (1,117,563)      $ (1,177,083)
                                                      =====================================   ======================================

                                                      -------------------------------------   --------------------------------------
Net loss per common share                                  $ (0.05)          $ (0.05)              $ (0.10)           $ (0.16)
                                                      =====================================   ======================================

                                                      -------------------------------------   --------------------------------------
Weighted average shares outstanding                     12,932,163         8,161,779            11,499,248          7,502,476
                                                      =====================================   ======================================

</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
                                                             Issued          Value          Issued         Value        Capital
                                                        ------------------------------------------------------------  --------------
<S>                                                     <C>         <C>                 <C>         <C>               <C>
Balance, December 31, 1999                                2,000,000   $         200       9,034,104   $      90,341    $  4,750,988
Issuance of common stock for cash
 net of offering costs of $1,110,279                              -               -       3,400,333          34,004         642,895
Issuance of common stock for consulting services                  -               -       1,498,500          14,984         574,778
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 nine months ended September 30, 2000             -               -               -               -               -
                                                        ============    ============   =============    ============  ==============
Balance, September 30, 2000                               2,000,000   $         200      14,032,937   $     140,329    $  6,063,661
                                                        ============    ============   =============    ============  ==============

</TABLE>

<TABLE>
<CAPTION>

                                                 Prepaid         Stock
        Accumulated          Deferred         Consulting     Subscription
         Deficit           Offering Costs       Services       Receivable       Total
     ---------------    ------------------------------------------------------------------
<S>                   <C>                  <C>            <C>             <C>
   $     (4,715,397)  $         (455,400)  $           -  $    (123,500)  $      (452,768)
                                                                                        -
                  -                    -               -              -           676,899
                  -                    -         (58,267)             -           531,495
                  -                    -         (22,333)             -            11,167
                  -                    -               -              -            62,500
         (1,117,563)                   -               -              -        (1,117,563)
     ===============    =================    ============   ============    ==============
   $     (5,832,960)  $         (455,400)  $     (80,600) $    (123,500)  $      (288,270)
     ===============    =================    ============   ============    ==============

</TABLE>

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


                                       3
<PAGE>


                                Alottafun!, Inc.

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

                                                         Nine Months Ended September 30,
                                                      -----------------------------------
                                                            2000             1999
                                                      -----------------------------------
<S>                                                   <C>                <C>
Operating activities
    Net loss                                              $ (1,117,563)     $ (1,177,083)
                                                      -----------------------------------
    Adjustments to reconcile net loss to net
      cash used by operating activities:
       Depreciation and amortization                            25,980            42,109
       Loss on marketable securities                                             308,659
       Interest on conversion of convertible debentures                          190,818
       Common stock issued for services                        542,662           149,365
    Purchase of marketable securities                                -          (603,962)
       (Increase) decrease in:
         Accounts receivable                                   (85,321)           (2,946)
         Inventory                                                (593)            4,914
         Other assets                                             (575)            6,743
         Deposits                                                    -            19,450
       Increase (decrease) in:
         Accounts payable                                          658            96,206
         Accrued expenses                                       38,836           (43,647)
                                                      -----------------------------------
    Total adjustments                                          521,647           167,709
                                                      -----------------------------------
    Net cash used by operating activities                     (595,916)       (1,009,374)
                                                      -----------------------------------

Investing activities
    Acquisition of equipment and intangible assets             (82,759)         (126,155)
                                                      -----------------------------------
    Net cash used by investing activities                      (82,759)         (126,155)
                                                      -----------------------------------

Financing activities
    Bank overdraft                                               9,675                 -
    Proceeds from issuance of note payable                      15,000           445,015
    Proceeds from sale of common stock                         676,897           365,021
    Reduction in note payable                                        -           (81,333)
    Net payments on credit line                                (27,613)                -
                                                      -----------------------------------
    Net cash provided by financing activities                  673,959           728,703
                                                      -----------------------------------
Net decrease in cash                                            (4,716)         (406,826)
Cash at beginning of period                                      5,310           411,114
                                                      -----------------------------------
Cash at end of period                                            $ 594           $ 4,288
                                                      ===================================

Supplemental disclosures of cash flow information
    and noncash financing activities
     Cash paid during the period for interest                  $ 7,566               $ -
                                                      ===================================

</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 nine month  period  ended  September  30,  2000,  the Company  issued
3,400,333  shares of restricted  common stock. The Company raised $679,339 which
was net of $1,110,279 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
$1,023,279.  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 nine month  period  ended  September  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 non 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 nine month periods  ended  September 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  $5,800,000 and has
used cash in operations of  approximately  $600,000 and  $1,000,000 for the nine
month periods ended September 30, 2000 and 1999, respectively. The Company has a
negative  working  capital of $513,564 at  September  30, 2000 and has  negative
tangible net worth of approximately $288,000 at September 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 nine month periods ended  September
30, 2000 and 1999. The weighted  average shares  outstanding for the three month
period ended  September 30, 2000 was 12,932,163 as compared to 8,161,779 for the
three months ended September 30, 1999. The weighted  average shares  outstanding
for the nine month period ended September 30, 2000 was 11,499,248 as compared to
7,502,476 for the nine months ended September 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 nine month period ended  September  30, 2000,  the Company  issued an
aggregate of 3,400,333  shares of restricted  common stock.  The Company  raised
$676,899 that was net of  $1,110,279 of offering  costs.  These  offering  costs
included  $87,000 of cash and 1,448,750  shares of Alottafun!  Restricted  stock
valued at a total fair market value of $1,023,279.  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
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 nine month  period  ended  September  30,  2000,  the Company  issued
1,498,500  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  $589,763 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 $80,600 (net of amortization
of $40,300) 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  $5,800,000  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 1999 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 re-organization  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 $29.9  billion in 1999.  This
represents  traditional  retail toy sales of $23 billion and video games of $6.9
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.

According to Jupiter  Communications,  Inc., a New York  research  firm,  retail
sales  through  online toy stores is expected to generate  $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 toy,  confectionary,  and other related product 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. In addition,  we are seeking to
obtain  market  share  in  the  confectionary   industry   utilizing  our  MRABA
initiative.  There is no assurance  that we will be  successful in marketing and
distributing toys and confectionary  products 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 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 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  September 30, 2000 compared to three months ended  September
30, 1999

Total  consolidated  revenue for the three months ended  September  30, 2000 was
$92,031  compared to $90,092 for the same period of 1999,  which  represents  an
increase of $1,939.  During the three month  period  ended  September  30, 2000,
revenues  reflected  fulfillment and sales of confectionary  products as part of
our  MRABA.com  business-to-business  e-commerce  focus.  During the same period
ended September 30, 1999,  revenues  reflected  sales of our Hearthside  product
line.

Gross profit was $42,603 and $26,419,  respectively,  for the three month period
ended  September 30, 2000,  as compared to the prior period ended  September 30,
1999, an increase of $16,184 or 61%. This increase is primarily  attributable to
the sale of $22,500 of confectionary products assumed by us at little or no cost
and  higher  margins  associated  with  our  streamlined  order  processing  and
inventory management.

For the three months ended  September  30, 2000,  total  selling  expenses  were
$13,958 as  compared  to $64,866 for the same  period of the  previous  year,  a
decrease  of $50,908,  or 79%.  This  decrease is the result of lower  marketing
expenses associated with our automated order processing  systems.  Total general
and  administrative  expense for the three months ended  September 30, 2000, was
$628,648 as compared to $225,935  for the same period of the previous  year,  an
increase of $402,713,  or 178%.  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.

                                       8
<PAGE>


We had a loss from  operations  of $621,118 for the period ended  September  30,
2000 as  compared  to a loss of $410,031  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.  General  and  administrative  costs
included an investor  relations  expense of approximately  $434,000 in the three
month period ended September 30, 2000. Management anticipates that as more sales
are generated it will result in an improvement in future  operating  performance
and eventually profitable operations.

The loss and loss per share were $621,118 and $0.05 per share respectively,  for
the three  months  ended  September  30, 2000 as compared to a loss and loss per
share of $410,031 and $0.05 respectively, for the same period in 1999. This loss
represents a 51% increase over the loss experienced in the year ago quarter. The
weighted average shares outstanding for the quarter ended September 30, 2000 was
12,932,163 as compared  8,161,779 for the preceding year quarter ended September
30, 1999.

Nine months ended September 30, 2000 compared to nine months ended September 30,
1999

Total  consolidated  revenue for the nine months  ended  September  30, 2000 was
$92,441  compared to $110,024  for the same period of 1999,  which  represents a
decrease  of $17,583 or 16%.  Sales in the 1999  period  reflected  sales of our
Hearthside  product line. During the nine month period ended September 30, 2000,
revenues  reflected  fulfillment  of  confectionary  products  as  part  of  our
MRABA.com business-to-business e-commerce focus.

Gross  profit was $40,072 and $30,556,  respectively,  for the nine month period
ended  September 30, 2000,  as compared to the prior period ended  September 30,
1999. This increase is the result higher margins associated with our streamlined
order   processing  and  inventory   management.   This  increase  is  primarily
attributable to the sale of $22,500 of  confectionary  products assumed by us at
little or no cost and  higher  margins  associated  with our  streamlined  order
processing and inventory management.

For the nine months  ended  September  30, 2000,  total  selling  expenses  were
$35,800 as compared to $137,065  for the same  period of the  previous  year,  a
decrease of $101,265,  or 74%.  This  decrease is the result of lower  marketing
expenses associated with our automated order processing  systems.  Total general
and  administrative  expense for the nine months ended  September 30, 2000,  was
$1,129,741 as compared to $510,220 for the same period of the previous  year, an
increase of $619,521,  or 121%.  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.

We had a loss from  operations of $1,151,449 for the period ended  September 30,
2000 as  compared  to a loss of $658,838  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 expenses.  General and administrative
costs included an investor  relations  expense of approximately  $590,000 in the
nine month period ended September 30, 2000. Management  anticipates that as more
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  September  30,  2000 in the  amount of  $64,316.  This
resulted from settlement of accounts payable balances

The loss and loss per share were  $1,117,562  and $0.10 per share  respectively,
for the nine months ended  September 30, 2000 as compared to a loss and loss per
share of $1,177,083 and $0.16  respectively,  for the same period in 1999.  This
loss  represents a $59,521 or 5% decrease over the loss  experienced in the year
ago period.  The weighted  average shares  outstanding for the nine month period
ended September 30, 2000 were 11,499,248 as compared 7,502,476 for the preceding
year nine month period ended September 30, 1999.

                                       9
<PAGE>


During the nine month period ended September 30, 2000 we closed out our security
position that resulted in a gain of $5,345.  During the year ago period,  we had
realized and unrealized losses of $308,659.  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 $35,774 in the
nine month period ended  September  30, 2000 as compared to $209,586 in the same
prior year period.  This represents a $173,812 decrease in interest expense,  or
83%. The prior year included convertible debt that was subsequently retired with
the issuance of our common stock.

The Company has focused,  in the recent nine month period  ended  September  30,
2000, on redeploying its Internet presence within the MRABA portal that is a B2B
e-commerce  business  site  within  the toy,  confectionary,  and other  related
industries.  MRABA was launched in May 2000 and is currently operating. The site
has begun 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 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 nine  months  ended,  the Company  received  $676,899 as
equity  investments for the issuance of 4,998,833 shares of common stock.  These
funds were used for working capital  purposes.  In addition the company borrowed
$15,000 during the nine month period ended September 30, 2000.

Net cash used in operating  activities  for the nine months ended  September 30,
2000 was $595,916  compared to net cash used of  $1,009,374  for the nine months
ended September 30, 1999. This decrease in cash used by operating  activities is
primarily  due to a reduction in the purchase of marketable  securities  for the
nine month period ended September 30, 2000 as compared to the prior year period.

Cash used in investing  activities for the nine months ended  September 30, 2000
and 1999 was $82,759 and  $126,155,  respectively.  We  acquired  equipment  and
intangible  assets of $82,759 during the nine months ended September 30, 2000 as
compared to $126,155 in the prior year ago period.

Cash provided by financing  activities  for the nine months ended  September 30,
2000 was  $673,959 as  compared to cash  provided  by  financing  activities  of
$782,703 for the nine months ended September 30, 1999. During the recent period,
the Company  issued common stock that  generated  proceeds of $676,899 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 $365,021.

As of  September  30,  2000,  the Company had a net working  capital  deficit of
$513,564.  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 nine  months.  Should such funding not be  available,  the Company
would have to significant  curtail its planned  operations to achieve  breakeven
operations.

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<PAGE>


PART II - OTHER INFORMATION

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

               None

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

During the nine month period ended  September  30, 2000,  the Company  issued an
aggregate of 3,400,333  shares of restricted  common stock.  The Company  raised
$676,899 that was net of  $1,110,279 of offering  costs.  These  offering  costs
included  $87,000 of cash and 1,448,750 shares of Alottafun!  Restricted  stock,
which are included in the number of total shares issued,  valued at a total fair
market value of $1,023,279. 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  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 nine month  period  ended  September  30,  2000,  the Company  issued
1,498,500  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  $589,763 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 $80,600 (net of amortization
of 40,300) 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:  11/20/2000

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



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