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, 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 June 30, 2001 was 37,153,687.

         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 -
           June 30, 2001..................................................  1

         Statements of Operations -
           Three and six months ended June 30, 2001 and 2000..............  2

         Statements of Changes in Stockholders' Deficit -
           Six months and ended June 30, 2001.............................  3

         Statements of Cash Flows -
           Six months ended June 30, 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 - 10

Part II - Other Information

Item 1. Legal
Proceedings............................................................... 10


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


                                       i
<PAGE>
<TABLE>
<CAPTION>

                             Upside Development, Inc.

                                  Balance Sheet

                                  June 30, 2001
                                   (unaudited)
<S>                                                                             <C>
Assets
Current assets:
Cash                                                                                            $ 5,209
Accounts receivable                                                                              30,604
                                                                                   ---------------------
Total current assets                                                                             35,813
                                                                                   ---------------------

Property and equipment, net of  accumulated depreciation                                         14,223
                                                                                   ---------------------

Other assets:
Deposit on acquisitions                                                                         142,313
Advances to Stockholder                                                                           7,500
Other assets                                                                                     10,132
                                                                                   ---------------------
Total other assets                                                                              159,945
                                                                                   ---------------------

                                                                                              $ 209,981
                                                                                   =====================

Liabilities and Stockholders' Deficit
Current liabilities:
      Bank overdrafts                                                                            10,765
      Notes payable, net of discounts                                                           410,399
      Accounts payable                                                                          383,667
      Accrued expenses                                                                          364,741
                                                                                   ---------------------
Total current liabilities                                                                     1,169,572
                                                                                   ---------------------

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; 37,153,687 shares issued and outstanding.                                     371,536

      Additional paid-in capital                                                              7,325,102
      Accumulated deficit                                                                    (8,532,929)
                                                                                   ---------------------
                                                                                               (836,091)
      Stock subscription receivable                                                            (123,500)
                                                                                   ---------------------
Total stockholders' deficit                                                                    (959,591)
                                                                                   ---------------------

                                                                                              $ 209,981
                                                                                   =====================

</TABLE>


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


                                       1
<PAGE>


                            Upside Development, Inc.

                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>

                                                 Three Months Ended June 30,              Six Months Ended June 30,
                                           --------------------------------------   -------------------------------------
                                                 2001               2000                  2001              2000
                                           --------------------------------------   -------------------------------------

<S>                                       <C>                   <C>                <C>                  <C>
Sales, net of allowance and discounts         $ 38,501              $ 454              $ 71,584             $ 410

Cost of sales                                   30,061               (594)               31,800             2,941
                                           --------------------------------------   -------------------------------------

Gross profit                                     8,440              1,048                39,784            (2,531)
                                           --------------------------------------   -------------------------------------
Operating expenses:
         Selling                                 4,138              8,650                22,112            21,842
         General and administrative          1,005,258            279,104             1,268,155           501,093
         Depreciation and amortization          20,442              8,660                31,497            17,320
                                           --------------------------------------   -------------------------------------
                                             1,029,838            296,414             1,321,764           540,255
                                           --------------------------------------   -------------------------------------

Loss from operations                        (1,021,398)          (295,366)           (1,281,980)         (542,786)
                                           --------------------------------------   -------------------------------------

Other expenses:
         Net realized gain on sale
           of securities, trading                    -                  -                     -             5,344
         Interest expense, net                (143,722)           (12,098)             (202,399)          (23,318)
                                           --------------------------------------   -------------------------------------
Total other expenses                          (143,722)           (12,098)             (202,399)          (17,974)
                                           --------------------------------------   -------------------------------------

Net loss before extraordinary gain          (1,165,120)          (307,464)           (1,484,379)         (560,760)

Extraordinary (loss) gain on
 forgiveness of debt                                 -              2,292                11,234            64,316
                                           --------------------------------------   -------------------------------------

                                           --------------------------------------   -------------------------------------
Net loss                                  $ (1,165,120)        $ (305,172)         $ (1,473,145)       $ (496,444)
                                           ======================================   =====================================

Loss per common share:
         Loss before extraordinary gain          (0.04)             (0.03)                (0.06)            (0.05)
         Extraordinary gain                          -                  -                     -                 -
                                           --------------------------------------   -------------------------------------
Net loss per common share                      $ (0.04)           $ (0.03)              $ (0.06)          $ (0.05)
                                           ======================================   =====================================

                                           --------------------------------------   -------------------------------------
Weighted average shares outstanding         26,973,852         11,509,193            23,432,025        10,774,918
                                           ======================================   =====================================


</TABLE>

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

                                       2
<PAGE>


                            Upside Development, Inc.

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

                                              Preferred Stock      Common Stock
                                            --------------------------------------
                                            ---------------------------------------
                                              Shares $.0001 Par   Shares  $.01 Par
                                              Issued   Value      Issued    Value
                                            ------------------  -------------------
                                            --------  --------  --------   --------
<S>                                        <C>        <C>     <C>         <C>
Balance, December 31, 2000                  2,000,000  $  200  16,360,437  163,604
Issuance of common stock for cash                 -         -   2,087,000   20,870
Issuance of common stock for offering costs       -         -   2,482,000   24,820
Issuance of common stock for services             -         -  10,828,750  108,287
Issuance of common stock to settle debt           -         -   4,995,000   49,950
Common stock and warrants issued in
 connection with debt                             -         -     400,500    4,005
Issuance of stock options for services            -         -         -          -
Amortization of prepaid consulting services       -         -         -          -
Net loss for the six months
 ended June 30, 2001                              -         -         -          -
                                            --------  --------  --------   --------
                                            --------  --------  --------   --------
Balance, June 30, 2001                     2,000,000   $  200  37,153,687 $371,536
                                            ========  ========  ========   ========
                                            ========  ========  ========   ========

</TABLE>

<TABLE>

    Additional              Prepaid      Stock
      Paid-in Accumulated  Consulting Subscription
      Capital   Deficit     Services   Receivable   Total
    --------   ---------   ----------   -------   --------
<S>           <C>         <C>         <C>        <C>
  $ 6,270,387 $(7,059,784) $ (50,375) $(123,500) $ (799,468)
       81,755           -          -          -     102,625
      (24,820)          -          -          -           -
      674,112           -          -          -     782,399
      230,706           -          -          -     280,656
       62,962           -          -          -      66,967
       30,000           -          -          -      30,000
            -           -     50,375          -      50,375
            -  (1,473,145)         -          -  (1,473,145)
    --------   ---------   ----------   -------   --------
  $ 7,325,102 $(8,532,929) $       -  $(123,500)  $(959,591)
    ========   =========   ==========   =======   ========

</TABLE>



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

                                       3
<PAGE>


                            Upside Development, Inc.

                            Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              Six Months Ended June 30,
                                                         -----------------------------------
                                                                2001             2000
                                                         -----------------------------------
<S>                                                      <C>                 <C>
Operating activities
    Net loss                                                 $ (1,473,145)       $ (496,444)
                                                         -----------------------------------
    Adjustments to reconcile net loss to net
     cash used by operating activities:
        Depreciation and amortization                              31,497            17,320
        Loss on marketable securities                                                (5,344)
        Amortization of discount on notes payable                 175,866                 -
        Amortization of prepaid consulting services                50,375                 -
        Common stock and options issued for services
          and other expenses                                      812,399            78,200
    Purchase of marketable securities                                   -                 -
        (Increase) decrease in:
          Accounts receivable                                     (17,010)            2,685
          Inventory                                                   593                 -
          Other assets                                             (5,000)          (10,966)
        Increase (decrease) in:                                                           -
          Accounts payable                                         24,514          (114,785)
          Accrued expenses                                        170,222            29,458
                                                         -----------------------------------
    Total adjustments                                           1,243,456            (3,432)
                                                         -----------------------------------
    Net cash used by operating activities                        (229,689)         (499,876)
                                                         -----------------------------------

Investing activities
    Deposit on acquisitions                                      (142,313)                -
    Advances to stockholder                                        (7,500)                -
    Acquisition of equipment and intangible assets                      -           (78,904)
    Proceeds from sale of marketable securities                         -             5,344
                                                         -----------------------------------
    Net cash used by investing activities                        (149,813)          (73,560)
                                                         -----------------------------------

Financing activities
    Increase in bank overdraft                                      1,555            17,640
    Proceeds from issuance of notes payable                       280,000            15,000
    Proceeds from common stock and related paid-in capital        102,625           570,500
    Net proceeds/payments on credit line                                -           (18,397)
                                                         -----------------------------------
    Net cash provided by financing activities                     384,180           584,743
                                                         -----------------------------------
Net increase in cash                                                4,678            11,307
Cash at beginning of period                                           531             5,310
                                                         -----------------------------------
Cash at end of period                                             $ 5,209          $ 16,617
                                                         ===================================

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


</TABLE>

During the six month period ended June 30, 2001,  the Company  issued  2,370,000
shares of restricted  common stock in satisfaction  of notes payable,  including
interest, of $33,327.

During the six month period ended June 30, 2001,  the Company  issued  2,625,000
shares of restricted common stock in satisfaction of debt of $147,330.

During the six month period ended June 30, 2001,  the Company  issued  2,482,000
shares of restricted common stock valued at $134,100 for the payment of offering
costs.

During the six month period ended June 30, 2001, the Company issued  $280,000 of
notes payable.  In connection with the notes,  the Company issued 400,500 shares
of restricted common stock valued at $24,672 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 six month period ended June 30, 2001, the Company  issued  10,828,750
shares of restricted common stock for services valued at $782,399.

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


                                       4
<PAGE>

                            UPSIDE DEVELOPMENT, 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  and six  month  periods  ended  June  30,  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 operating results for the six months ended June 30,
2001 are not  necessarily  indicative of those to be expected for the year ended
December 31, 2001.

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  $8,533,000 and has
used cash in operations of approximately $230,000 and $500,000 for the six month
periods ended June 30, 2001 and 2000,  respectively.  The Company has a negative
working  capital of  approximately  $1,134,000 at June 30, 2001 and has negative
net worth of approximately  $960,000 at June 30, 2001. In addition,  the Company
is  currently   in  default  on   approximately   $362,000  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, 2001
and 2000.  The weighted  average shares  outstanding  for the three month period
ended June 30, 2001 was 26,973,852 as compared to 11,509,193 for the three month
period ended June 30, 2000. The weighted average shares  outstanding for the six
month period ended June 30, 2001 was  23,432,025 as compared to  10,774,918  for
the six month period ended June 30, 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 six month period ended June 30, 2001,  the Company  issued  2,370,000
shares of restricted  common stock in satisfaction  of notes payable,  including
interest, of $33,327.

During the six month period ended June 30, 2001,  the Company  issued  2,625,000
shares of restricted common stock in satisfaction of debt of $147,330.

During the six month period ended June 30, 2001,  the Company  issued  2,482,000
shares of restricted common stock valued at $134,100 for the payment of offering
costs.

During the six month period ended June 30, 2001, the Company issued  $280,000 of
notes payable.  In connection with the notes,  the Company issued 400,500 shares
of restricted common stock valued at $24,672 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 six month period ended June 30, 2001, the Company  issued  10,828,750
shares of restricted common stock for services valued at $782,399.

                                       5
<PAGE>

                            UPSIDE DEVELOPMENT, INC.

                    Notes to Financial Statements (continued)



On June 1, 2001,  David  Bezalel  resigned as the  Company's  Director and Chief
Operating  Officer.  Mr.  Bezalel  returned to the  Company  options to purchase
2,500,000  shares of the Company's Common Stock at an exercise price of $.15 per
share.  In  exchange,  Mr.  Bezalel was issued an option to  purchase  1,000,000
shares of the Company's  Common Stock which the Company  expects to be exercised
within one year at a price of .0. The Company valued the options at $30,000.

During the six month period ended June 30, 2001,  the Company  issued  2,087,000
shares of restricted common stock for cash of $102,625.


Note 4 - Deposits on Acquisitions

During the six month period ended June 30, 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 $142,313 on these acquisitions.

                                       6
<PAGE>


                            UPSIDE DEVELOPMENT, 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 $8,533,000 at June 30, 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 June 30, 2001 compared to three months ended June 30, 2000

Total  revenue for the three months ended June 30, 2001 was $38,501  compared to
$454 for the same period of 2000, which represents an increase of $38,047.  This
increase  was  primarily  the result of higher  sales  relating to our  logistic
product  supply  business and the sale of crumb  rubber.  We focused our efforts
primarily on expanding into the warehousing  logistic industry and decreased our
focus on toy sales.

Gross  profit was $8,440 and $1,048,  respectively,  for the three month  period
ended June 30, 2001,  as compared to the prior  period  ended June 30, 2000,  an
increase of $7,392.  This  increase is  primarily  attributable  higher  margins
realized on the sale of crumb rubber.

For the three months ended June 30, 2001,  total selling expenses were $4,138 as
compared  to $8,650 for the same  period of the  previous  year,  a decrease  of
$4,512 or 52%. This decrease is the result of lower marketing  expenses relating
to our logistic  supply business as we focus more on entering the tire recycling
business.  Total general and  administrative  expense for the three months ended
June 30, 2001, was $1,005,258 as compared to $279,104 for the same period of the
previous year, an increase of $726,154,  or 260%. This increase is primarily due
to legal and  consulting  expenses paid during the three month period ended June
30, 2001.

We had a net loss of  $1,165,120  for the period ended June 30, 2001 as compared
to a loss of  $305,172  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  $715,000  in the three month
period ended June 30, 2001.

The loss and loss per share were  $1,105,504  and $0.04 per share  respectively,
for the three  months  ended June 30,  2001 as  compared  to a loss and loss per
share of $305,172 and $0.03 respectively, for the same period in 2000. This loss
represents a 262%  increase over the loss  experienced  in the year ago quarter.
The weighted average shares  outstanding for the quarter ended June 30, 2001 was
26,973,852 as compared to 11,509,193  for the preceding  year quarter ended June
30, 2000.


Six months ended June 30, 2001 compared to six months ended June 30, 2000

Total  revenue for the six months  ended June 30,  2001 was $71,584  compared to
$410 for the same period of 2000, which represents an increase of $71,174.  This
increase  was  primarily  the result of higher  sales  relating to our  logistic
product  supply  business and the sale of crumb  rubber.  We focused our efforts
primarily on expanding into the  warehousing  logistic  industry and on entering
the tire recycling business and decreased our focus on toy sales.

                                       8
<PAGE>

Gross profit was $39,784 and  $(2,531),  respectively,  for the six month period
ended June 30, 2001,  as compared to the prior  period  ended June 30, 2000,  an
increase of $42,315.  This  increase is  primarily  attributable  to the sale of
$25,500 of confectionary products assumed by us at little or no cost and margins
realized on sales of $28,800 of crumb rubber..

For the six months ended June 30, 2001,  total selling  expenses were $22,112 as
compared  to $21,842 for the same period of the  previous  year,  an increase of
$270. Total general and administrative expense for the six months ended June 30,
2001, was $1,268,155 as compared to $501,093 for the same period of the previous
year, an increase of $767,062,  or 153%. This increase is primarily due to legal
and consulting expenses paid during the six month period ended June 30, 2001.

We had a net loss of  $1,473,145  for the period ended June 30, 2001 as compared
to a loss of  $496,444  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 despite lower depreciation and amortization
expenses.  General  and  administrative  costs  included  accounting,  legal and
consulting expenses of approximately $888,000 in the six month period ended June
30, 2001.

The loss and loss per share were  $1,473,145  and $0.06 per share  respectively,
for the six months  ended June 30, 2001 as compared to a loss and loss per share
of  $496,444  and $0.05  respectively,  for the same  period in 2000.  This loss
represents a 197%  increase over the loss  experienced  in the year ago quarter.
The weighted average shares  outstanding for the quarter ended June 30, 2001 was
23,432,025 as compared to 10,774,918  for the preceding  year quarter ended June
30, 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 six months  ended June 30,  2001,  the Company  received
$280,000 in the form of notes payable and convertible debt.

Net cash used in operating activities for the six months ended June 30, 2001 was
$229,689 compared to net cash used of $499,876 for the six months ended June 30,
2000.  This  decrease in cash used by operating  activities  is primarily due to
increases  in accounts  payable and accrued  expenses as well as the issuance of
common stock for payment of legal and consulting fees.

Cash used in  investing  activities  for the six months  ended June 30, 2001 and
2000 was $149,813 and $73,560,  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 six months ended June 30, 2001 was
$384,180 as compared to cash  provided by financing  activities  of $584,743 for
the six months ended June 30, 2000. During the recent period, the Company issued
notes payable that generated proceeds of $280,000 to provide working capital and
to support our expenditures. In the year ago period, we issued common stock with
an aggregate value of $570,500.

As of  June  30,  2001,  the  Company  had  a net  working  capital  deficit  of
$1,134,000. 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.

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<PAGE>


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 six month period ended June 30, 2001,  the Company  issued  2,370,000
shares of restricted  common stock in satisfaction  of notes payable,  including
interest, of $33,327.

During the six month period ended June 30, 2001,  the Company  issued  2,625,000
shares of restricted common stock in satisfaction of debt of $147,330.

During the six month period ended June 30, 2001,  the Company  issued  2,482,000
shares of restricted common stock valued at $134,100 for the payment of offering
costs.

During the six month period ended June 30, 2001, the Company issued  $280,000 of
notes payable.  In connection with the notes,  the Company issued 400,500 shares
of restricted common stock valued at $24,672 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 six month period ended June 30, 2001, the Company  issued  10,828,750
shares of restricted common stock for services valued at $782,399.

On June 1, 2001,  David  Bezalel  resigned as the  Company's  Director and Chief
Operating  Officer.  Mr.  Bezalel  returned to the  Company  options to purchase
2,500,000  shares of the Company's Common Stock at an exercise price of $.15 per
share.  In  exchange,  Mr.  Bezalel was issued an option to  purchase  1,000,000
shares of the Company's  Common Stock which the Company  expects to be exercised
within one year at a price of .0. The Company valued the options at $30,000.

During the six month period ended June 30, 2001,  the Company  issued  2,087,000
shares of restricted common stock for cash of $102,625.

Item 3.  Defaults Upon Senior Securities.
         --------------------------------

The Company is currently in default on  approximately  $362,000 of notes payable
principal and $162,000 in interest in arrears on these notes.


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<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    9/20/2001

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



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