U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 AMENDMENT NO.1
                                       TO
                                   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, 1999

     [ ] 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        No  X
    ---       ---

     The number of shares  outstanding  of the Issuer's  Common Stock,  $.01 Par
Value, as of September 30, 1999 was 8,357,481.

     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, 1999.............................................  1

         Statements of Operations -
           Three Months and nine months ended September 30, 1999 and 1998.  2

         Statements of Cash Flows -
           Nine months ended September 30, 1999 and 1998..................  3

         Notes to Financial Statements....................................4 - 5

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................6 - 10

Part II - Other Information
---------------------------

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

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


                                       i
<PAGE>

<TABLE>
<CAPTION>

                                             Alottafun!, Inc.

                                               Balance Sheet
                                                                                          September 30,
                                                                                               1999
                                                                                       ---------------------
                                                                                           (Unaudited)
<S>                                                                                  <C>
Assets
Current assets:
     Cash                                                                                           $ 4,288
     Marketable securities                                                                          295,303
     Accounts receivable                                                                              2,946
     Other assets                                                                                       186
                                                                                       ---------------------
Total current assets                                                                                302,723
                                                                                       ---------------------

Property and equipment, net of  accumulated depreciation                                            143,429
                                                                                       ---------------------

Other assets:
     Other intangibles, net of accumulated amortization                                                 543
                                                                                       ---------------------
Total other assets                                                                                      543
                                                                                       ---------------------


                                                                                                  $ 446,695
                                                                                       =====================

Liabilities and Stockholders' Deficit
Current liabilities:
     Current maturities of long-term debt                                                           547,635
     Accounts payable                                                                               195,327
     Accrued expenses                                                                                36,368
                                                                                       ---------------------
Total current liabilities                                                                           779,330
                                                                                       ---------------------

Mandatorily redeemable equity instruments; par value of $.01
     per share; 4,643 shares issued and outstanding.                                                 22,715
                                                                                       ---------------------

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; 8,357,481 shares outstanding.                                                       83,575

     Additional paid-in capital                                                                   4,160,485
     Accumulated deficit                                                                         (4,076,322)
     Deferred financing costs                                                                      (455,400)
     Treasury stock, at cost; 24,400 shares                                                         (67,888)
                                                                                       ---------------------
Total stockholders' deficit                                                                        (355,350)
                                                                                       ---------------------


                                                                                                  $ 446,695
                                                                                       =====================

</TABLE>

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


                                       1
<PAGE>



                                Alottafun!, Inc.

                            Statements of Operations




<TABLE>
<CAPTION>


                                                         Three Months Ended September 30,         Nine Months Ended September 30,
                                                     --------------------------------------   --------------------------------------
                                                             1999               1998                  1999               1998
                                                     --------------------------------------   --------------------------------------
                                                         (Unaudited)        (Unaudited)           (Unaudited)        (Unaudited)
<S>                                                 <C>               <C>                   <C>                 <C>
Revenue:
   Sales, net of allowance and discounts                  $ 90,092           $ 10,828             $ 110,024           $ 37,399

Cost of sales                                               63,673              1,885                79,468             27,407
                                                     --------------------------------------   --------------------------------------

Gross profit                                                26,419              8,943                30,556              9,992
                                                     --------------------------------------   --------------------------------------

Operating expenses:
   Selling                                                  64,866              2,945               137,065             38,961
   General and administrative                              225,935             36,114               510,220            138,876
   Depreciation and amortization                             2,812              3,494                42,109             10,482
                                                     --------------------------------------   --------------------------------------
                                                           293,613             42,553               689,394            188,319
                                                     --------------------------------------   --------------------------------------

Loss from operations                                      (267,194)           (33,610)             (658,838)          (178,327)
                                                     --------------------------------------   --------------------------------------

Other expense:
   Net realized gain (loss) on
    sale of securities, trading                           (86,640)           (74,345)             (226,077)           (32,257)
   Unrealized gain (loss) on securities, trading          (48,141)                 -               (82,582)            (8,380)
   Interest expense                                        (8,056)            (4,211)             (209,586)           (13,720)
                                                     --------------------------------------   --------------------------------------
Total other expense                                      (142,837)           (78,556)             (518,245)           (54,357)
                                                     --------------------------------------   --------------------------------------

Loss before taxes                                        (410,031)          (112,166)           (1,177,083)          (232,684)

Income taxes
                                                     --------------------------------------   --------------------------------------

Net loss                                               $ (410,031)        $ (112,166)         $ (1,177,083)        $ (232,684)
                                                     ======================================   ======================================


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

</TABLE>


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


                                       2
<PAGE>

                                                     Alottafun!, Inc.

                                                 Statements of Cash Flows
<TABLE>
<CAPTION>


                                                                             Nine Months Ended September 30,
                                                                       -----------------------------------------
                                                                               1999                 1998
                                                                       -----------------------------------------
                                                                            (Unaudited)         (Unaudited)
<S>                                                                   <C>                    <C>
Operating activities
     Net loss                                                              $ (1,177,083)          $ (232,684)
                                                                       -----------------------------------------
     Adjustments to reconcile net loss to net cash used by operating activities:
         Depreciation and amortization                                           42,109               10,482
         Loss (gain) on marketable securities                                   308,659               40,638
         Common stock issued for services                                       149,365                    -
         Interest on conversion of convertible debentures                       190,818                    -
         (Increase) decrease in:
           Marketable securities - trading                                     (603,962)             (92,760)
           Accounts and notes receivable                                         (2,946)             (61,028)
           Inventory                                                              4,914                7,255
           Other assets                                                           6,743                    -
           Deposits                                                              19,450              (19,250)
         Increase (decrease) in:
           Accounts payable                                                      96,206              (11,351)
           Accrued expenses                                                     (43,647)                (998)
                                                                    -----------------------------------------
     Total adjustments                                                          167,709             (127,012)
                                                                    -----------------------------------------
     Net cash used by operating activities                                   (1,009,374)            (359,696)
                                                                    -----------------------------------------
Investing activities
     Acquisition of equipment                                                  (126,155)                   -
                                                                    -----------------------------------------
     Net cash provided (used) by investing activities                          (126,155)                   -
                                                                    -----------------------------------------
Financing activities
     Bank overdraft                                                                   -                1,428
     Proceeds from the collection of stock subscriptions                              -              121,213
     Proceeds from issuance of note payable                                     445,015                1,324
     Proceeds from common stock and related paid-in capital                     365,021              275,739
     Purchase of treasury stock                                                       -               (6,755)
     Reduction in notes payable                                                 (81,333)             (71,276)
     Principal reductions of long-term debt                                           -                    -
     Reduction in mandatorily redeemable equity instruments                           -               (1,000)
                                                                    -----------------------------------------
     Net cash provided by financing activities                                  728,703              320,674
                                                                    -----------------------------------------
Net increase in cash                                                           (406,826)             (39,022)
Cash at beginning of period                                                     411,114               39,022
                                                                    -----------------------------------------
Cash at end of period                                                           $ 4,288             $      -
                                                                    =========================================


</TABLE>

Supplemental disclosures of cash flow information
     and noncash financing activities

      During the nine month period ending September 30, 1999, the Company issued
      stock  warrants  to  acquire  700,000  shares  of common  stock  valued at
      $455,400,   which  is  recorded  as  deferred   financing   costs  in  the
      accompanying  financial  statements.  The Company  used the  Black-Scholes
      pricing-model to value these warrants.  These warrants were issued in June
      1999.

      During the nine month  period  ending  September  30,  1999,  the  Company
      converted $360,489 of debentures to 586,782 shares of common stock.

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


                                       3
<PAGE>

                                ALLOTAFUN!, INC.
                          Notes to Financial Statements
                                   (Unaudited)


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,  1998  and  1997  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 month and nine month periods ended September 30, 1999 and 1998 are
not necessarily indicative of the results to be expected for the full year.

Note 2 - Per share calculations

Per share data was computed by dividing net loss by the weighted  average number
of shares  outstanding during the periods ended September 30, 1999 and 1998. The
weighted  average shares  outstanding  for the nine month period ended September
30,  1999 was  7,502,476  as  compared to  2,318,672  for the nine months  ended
September 30, 1998. The weighted average shares  outstanding for the three month
period ended  September  30, 1999 was 8,161,779 as compared to 2,439,543 for the
three months ended September 30, 1998.

Note 3 - Equity Transactions

Please refer to Audited Financial Statements consisting of the Company's balance
sheet as of December 31, 1998, and related statements of operations,  changes in
stockholders  equity,  and cash flows ended  December  31,  1998,  as audited by
Pender, Newkirk & Company, Certified Public Accountant.

On June 4, 1999, we entered into an  Investment  Agreement  with Swartz  Private
Equity,  LLC.("Swartz").  The Investment Agreement entitles the Company to issue
and sell common  stock for up to an  aggregate  of $20 million from time to time
during a three-year  period through June 3, 2002.  This is also referred to as a
put right. In order to invoke a put right,  the Company must file a registration
statement with the Securities and Exchange Commission  registering the resale of
the common shares.

On each put the Company  must  indicate  the number of shares of common stock or
maximum  dollar  amount of common stock (not to exceed $2 million)  that it will
sell to  Swartz.  The  number of common  shares  sold may not  exceed 15% of the
aggregate daily reported  trading volume for twenty business days after the date
of the put right.  Swartz will pay the  Company  either the lesser of the market
price minus $.10 or 91% of the market price.

In partial  consideration of the equity line  commitment,  the Company issued to
Swartz or its designee warrants to purchase 450,000 shares of Common Stock. Each
warrant is exercisable at $1.00625.  In addition,  following each purchase,  the
Company is obligated to issue to Swartz,  a warrant to purchase shares of common
stock equal to 15% of the common  shares  issued in each put. Each warrant is to
be exercisable at a price equal to 110% of the market price. These warrants were
valued at  $292,757  using  the  Black-Scholes  pricing-model  and  recorded  as
deferred  financing costs in the financial  statements.  In addition,  we issued
warrants  to  acquire up to 250,000  shares of our Common  Stock at an  exercise
price of $1.00625 to Dunwoody Brokerage  Services,  Inc., an affiliate of Swartz
Private  Equity LLC.  These  warrants  were valued at $162,643  and  recorded as
deferred financing costs in the financial statements.

Alottafun!  has  authority  to issue up to 5,000,000  shares of Preferred  Stock
pursuant to action by our Board of Directors.  In February  1999, Mr. Porter and
Mr. Bezalel entered into a stockholders  agreement with Alottafun!  that granted
them  1,000,000  shares  each to Mr.  Porter and Mr.  Bezalel of Series A Voting
Preferred  Stock.  These shares were issued for nominal  consideration  and were
valued at $.0001 par value.  We relied  upon  Section  4(2) for the  issuance of
these  securities.  Each share of the Series A Preferred  Stock has the right to
cast 25 votes per share on each and any  matter  on which  the  Common  Stock is
entitled to vote.  Accordingly,  Mr. Porter and Mr.  Bezalel are able to control
the affairs and operations of Alottafun! including, but not limited to, election
of  directors,  sale of assets or other  business  opportunities.  The  Series A
Preferred  Stock has no dividend  rights,  redemption  provisions,  sinking fund
provisions or preemptive rights.  However,  the Series A Preferred Stock holders
have the right to convert  each share of Series A Preferred  Stock into ten (10)
shares of our Common Stock based upon the following targets. Each one-half (1/2)
share of Series A Preferred Stock is convertible  into five (5) shares of Common
Stock.

                                       4
<PAGE>

                                ALLOTAFUN!, INC.
                    Notes to Financial Statements (continued)
                                   (Unaudited)


For example,  we currently have 2,000,000 Series A Preferred shares outstanding,
which would convert to a total of 10,000,000 shares of common stock at such time
as the Corporation  generated  $5,000,000 of annual revenues in any twelve month
period.  Each  remaining  one half (1/2)  share of Series A  Preferred  Stock is
convertible  into an additional  five (5) shares of Common Stock at such time as
the  Corporation  generates  $10,000,000 in annual  revenues in any twelve month
period.

During 1998, we issued  $400,000 of  convertible  debt together with warrants to
purchase  400,000  shares at $0.001 per share.  This debt  allowed the holder to
convert  at the lower of $1.25 or 65% of the  five-day  average  of the  closing
price of the common  stock  before the  election to  convert.  All this debt was
converted  into common stock during the nine month  period ended  September  30,
1999. We have since January 1, 1999, issued 4,549,448 shares of common stock and
raised $365,021 and converted  debentures of $360,489.  These funds were used to
further  develop our product  line,  the hiring of key personnel and for working
capital purposes.

In January,  1999,  we issued an  aggregate of 90,000  shares of our  restricted
Common Stock to Couture & Company in connection  with  consulting  services.  We
issued  outside  general  corporate  counsel  approximately  20,000  shares  for
services prior to and in connection  with the preparation of this Form 10-SB. We
relied upon Section 4(2) for the issuance of these securities.

In August,  1999,  we issued an  aggregate of 155,000  shares of our  restricted
Common Stock in connection with software  development services for the company's
Toypop.com  Internet  site.  We issued  Macdonald  Harris and  Associates,  Ltd.
125,000  shares  and  Think  Innovative  Media,  Inc.  30,000  shares  for these
services. We relied upon Section 4(2) for the issuance of these securities.

Note 4 - Joint Venture Agreement

In May 1999,  we joint  ventured with  E-Commerce  Fulfillment,  LLC.  which has
established a contract with M.W Kasch, an independent U.S. toy  distributor,  to
launch an e-commerce  Internet  portal called  TOYPOP.COM.  The Joint venture is
owned 33.3% by E-Commerce  Fulfillment and 67.7% by Alottafun!,  Inc. E-Commerce
Fulfillment  (ECF) is wholly owned by Jeffrey C. Kasch,  President of M.W. Kasch
Company.  ECF's responsibilities and obligations include selling toy products to
the joint  venture,  at prices  which do not exceed the prices  charged to ECF's
typical customers.  ECF will provide sufficient quantities of its products based
on regular availability.  ECF will also merchandise the toys on the Web site and
make  decisions  as to which toys to  highlight  as special  buys,  promote,  or
present  as  a  `hot'  toy.  M.W.  Kasch  Company  will  warehouse  and  provide
fulfillment  to ECF on an ongoing  basis.  The  relationship  between M.W. Kasch
Company and ECF is exclusive as far as ECF is concerned,  but not exclusive with
regard to M.W.  Kasch.  M.W. Kasch is free to sell any and all other  retailers,
electronic or otherwise.  This joint venture agreement did not materially impact
the financial statements for the nine months ended September 30, 1999.


                                       5
<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 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 have renamed the Mother  Hubbard's  Creations  toy line  Hearthside
Treasures.  We have  sustained  significant  operating  losses  since  inception
resulting in an accumulated deficit of approximately $4,076,323 at September 30,
1999.

Our present  strategy is focused on expanding  our core  products  including our
Hearthside  Treasures  toy line  and  collectible  toys;  entering  new  product
categories,  the development of the ToyPop.com interactive online toy store, and
pursuing strategic acquisitions.

We have taken a long-term approach to the development of our business model. Our
present strategy anticipates a systematic and cost efficient introduction of new
products  by  developing  the  marketing  channels  of  distribution  to  create
substantial  demand and  excitement for our product  offerings.  We believe this
more prudent  approach to development  of our business will further  enhance our
long-term prospects for profitable operations.

Because of the highly  seasonal nature of the toy business with 80% of its sales
occurring in the fourth calendar  quarter of each year and the present timing of
our advertising and marketing programs for this calendar year, we do not believe
that we will become profitable until the year 2001.

We believe  that recent  success in the  collectible  toy  market,  particularly
Pokeman and Beanie Babies have set the stage for a resurgence in the collectible
market,  which we are specifically  targeting.  Combined with our child oriented
internet  e-commerce  site, our line of collectibles  will generate  substantial
sales in relationship to the past. However, should our collectible toy lines not
be  received  favorably,  or  should  we not be able to  adequately  market  our
web-site, this will have a negative impact on our forecasts.

We will continue to incur losses until we are able to increase sales,  introduce
new product lines and establish distribution  capabilities  sufficient to offset
ongoing operating and administrative costs.

                                       6
<PAGE>

                                ALOTTAFUN!, INC.


We use software,  computer  technology and other services developed and provided
by third-party vendors that may fail due to the year 2000 phenomenon. We are and
will be dependent on telecommunications  vendors,  financial  institutions,  and
third party Internet hosting companies.

The Year 2000 phenomenon is the result of computer  programming using two digits
rather than four to define the  applicable  year.  Computer  programs  that have
time-sensitive  software may recognize a date using "00" as the Year 1900 rather
than  the  Year  2000.   This  could  result  in  a  major  system   failure  or
miscalculations.

We are currently  assessing the year 2000 readiness of our third-party  supplied
software,  computer technology and other services,  which includes software used
in our  accounting  systems and the systems of our joint venture  partner,  M.W.
Kasch.  The failure of such software or systems to be year 2000 compliant  could
have a material  negative impact on our corporate  accounting  functions and the
operation of our Web site. We have received  assurances  from these vendors that
their software,  computer technology and other services are year 2000 compliant.
The  failure  of our  software  and  computer  systems  and  of our  third-party
suppliers to be year 2000 compliant would have a material  adverse effect on our
business. Alottafun! has substantially completed its assessment of its year 2000
readiness.   We  have  received  assurances  from  our  major  vendors  and  Web
development partners that their systems including hardware and software are year
2000 compliant.

We have not yet developed a complete  contingency plan with regard to situations
which may result from year 2000 issues. We depend solely on our vendor's efforts
to address and prepare for year 2000 issues.  The cost of developing an internal
contingency  plan and  implementing  such a plan could be material.  The present
status of our  contingency  plan is to have  several  vendors who are capable of
providing our products and who with our tooling could manufacture to our product
specifications.  In May 1999, we invested  approximately $12,000 in new computer
systems to provide for our  administrative  and accounting  requirements.  These
systems are year 2000  compliant.  The portion of our  contingency  plan that is
dependent on the Internet is highly  dependent upon service  providers that have
given  us  assurances  that  they are Year  2000  compliant.  We do not have the
resources to  independently  verify that this is in fact true. These third party
web development businesses have designed our software to be year 2000 compliant.
Costs  incurred  for the your 2000 ready  software  are a  component  of our Web
development costs,  therefore,  we do not expect to incur any material costs for
the year 2000  phenomenon  remediation.  With the low level of present sales, we
have  determined  that the risk of such  non-compliance  and the  opportunity to
replace  these  service  providers  with others  does not warrant a  significant
investment at the present time. Any failure of our systems, our vendor's systems
or the  Internet  to be  year  2000  compliant  could  have a  material  adverse
consequences for us. Such consequences  could include  difficulties in operating
our Web site,  taking product orders,  delivering  products or conducting  other
fundamental parts of our business. Any one of which could result in us not being
able to conduct our business or, more importantly cause our business  operations
to end which is our worst case scenario.

RESULTS OF OPERATIONS

Three months ended  September 30, 1999 compared to three months ended  September
30, 1998

Revenues
--------
Total revenues for the three month period ended  September 30, 1999 were $90,092
compared to $10,828 for the same period in 1998, which represents an increase of
$79,264  or  732%.  The  increase  was the  result  of  increased  sales  of our
Hearthside Treasures toy product lines.

Cost of Sales
-------------
Cost of sales for the three months ended September 30, 1999 increased $61,788 or
3278% to $63,673 from $1,885 in the same period in 1998.  This  increase in cost
of sales was due to increased  sales of our  Hearthside  Treasures  toy products
which typically  represent  costs of 65-70% of sales.  Gross profit margins were
less versus the same period a year  earlier due to shifts in our types  products

                                       7
<PAGE>
                                ALOTTAFUN!, INC.


being sold.  During the three months ended  September 30, 1998 our cost of sales
represented  higher  margined  products.  Cost of sales as a percentage of sales
increased   to  71%  from  17%  for  the  three  months  ended  1999  and  1998,
respectively.  We expect that  improvement  in gross  profit  margins will occur
during 1999 as we increase revenues.

Selling, General and Administrative Expenses
--------------------------------------------
For the three month period ended September 30, 1999, total selling,  general and
administrative  expenses ("S, G & A") were $293,613 as compared to $42,553,  for
the same period of 1998, a 590% increase.

Selling expenses  increased $61,921 for the period ended September 30, 1999 from
the same period a year  earlier.  This  increase  was  attributed  to  increased
advertising costs of approximately  $22,198,  promotional costs of $31,252,  and
sales commissions and travel expenses of $8,471.

General and  Administrative  expenses  increased  $189,139  for the period ended
September  30,  1999  from the same  period a year  earlier.  This  increase  is
attributed  to the  additional  expense  from  higher  compensation  paid to our
existing personnel,  which increased by approximately $34,615. This compensation
related to a bonus paid with our common stock. In addition, legal and consulting
fees increased by approximately $40,000 during this period. Development expenses
associated  with our Toypop.com  Internet site increased  $103,403 for the three
months ended September 30, 1999 from the same period a year earlier.  There were
no development  expenses in the prior year period.  It is not  anticipated  that
these  expenses  will decrease in the coming  periods as the business  grows and
matures. As revenues increase, we expect that S, G, & A expenses as a percentage
of sales to be in the 20-25% range.

Interest Expense
----------------
Interest  expense  increased 91%, or $3,845 to $8,056 for the three month period
ended September 30, 1999 from $4,211 for the same period of 1998.

Net Loss
--------
The net loss and the net loss per  share  were  $410,031  and  $0.05  per  share
respectively,  for the three months ended  September  30, 1999, as compared to a
net loss and net loss per share of  $112,166  and $0.05 per share  respectively,
for the same period of 1998. This loss was an increase of $297,865 or 266%, over
the same period the previous year.  For the three month period ending  September
30, 1999, there were 8,161,779 shares of common stock outstanding, on a weighted
average basis, as compared to 2,439,543 shares  outstanding in 1998, on the same
basis.  This represents a 235% increase in shares  outstanding in this period as
compared to the same period of the previous year.

Nine months ended September 30, 1999 compared to nine months ended September 30,
1998

Total Revenues
--------------
Total  revenues  for the nine months  ended  September  30,  1999 were  $110,024
compared to $37,399 for the same period of 1998, which represents an increase of
$72,625 or 194%. Revenues increased for the nine months ended September 30, 1999
as compared to the same period the previous year due to our focus on selling toy
products  rather than selling candy  products.  We expect that our toy sales for
this year will  increase  with the  introduction  of our TOYPOP  website and its
product sales and the revenues anticipated from our Hearthside Treasures product
line that will be evidence in the final calendar quarter of this year.

Cost of Sales
-------------
Cost of Sales  were 72% and 73% of  revenues  for the nine month  periods  ended
September 30, 1999 and 1998, respectively.  Cost of sales remained the same as a
percentage of sales and were in line with the dollar volume of sales  increases.
We expect, once our products are developed and marketed,  that the cost of sales
to a will be 65-70% of sales which is more  typically  the  traditional  margins
within the toy industry.

Selling, General and Administrative Expenses
--------------------------------------------
For the nine  months  ended  September  30,  1999,  total  selling,  general and
administrative  expenses  ("S, G & A") were $689,394 as compared to $188,319 for
the same period of the previous  year,  an increase of $501,075,  or 266%.  This

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                                ALOTTAFUN!, INC.


increase is the result of higher marketing,  staffing and other general expenses
associated  with the pace of our  development  and  marketing of our new product
lines.

For the nine months  ended  September  30, 1999 selling  costs were  $137,065 as
compared to $38,961 for the same period of the previous  year.  This increase of
$98,104 was attributable to an increase of $35,491 in advertising costs, as well
as, a $25,206 charge for product samples.  Sales commissions and travel expenses
increased approximately $24,000 for the nine months ended September 30, 1999, as
compared  to the same  period a year  earlier.  In  addition,  trade  show costs
increased approximately $13,000 from the same period a year earlier.

General and  administrative  expenses  were $510,220 as compared to $138,876 for
the nine months ended September 30, 1999 and 1998,  respectively.  This increase
of $371,344 was  attributed to the additional  expense from higher  compensation
paid to our existing personnel,  which increased by approximately  $133,084.  In
addition, consulting fees increased by approximately $15,000 during this period.
There were increases in accounting and legal expenses of $97,768, for the period
ended  September  30, 1999.  In addition,  there was an increase in our Internet
development expenses of $113,457 for the nine months ended September 30, 1999 as
compared  to the same  period in 1998.  We expect  that  there  will be  further
increases in our S, G & A expenses as our business continues to develop.

Depreciation and  amortization  expenses were $42,109 as compared to $10,482 for
the nine months ended September 30, 1999 and 1998,  respectively.  This increase
of $31,627 was the result of higher  amortization costs attributed to $31,339 of
deferred  financing costs that were fully amortized during the nine month period
ended September 30, 1999.

During the nine months ended  September 30, 1999, we had realized and unrealized
losses of $308,659 from securities  transactions in investments unrelated to our
business. This loss in 1999, compares to losses of $40,638 in the same period in
1998. These securities transactions involved purchases and sales of common stock
of  publicly  traded  companies  in the  technology  sector.  The  realized  and
unrealized losses associated with these  transactions were not the result of one
individual transaction.  We have taken steps to reduce losses as incurred in the
nine months ended  September 30, in the future by investing our working  capital
in more secure  instruments  until these funds are needed in our operation.  Our
cash  reserves are invested in a no-load  mutual fund. We run the risk of market
fluctuations  which could have a materially adverse effect on our cash reserves.
We have sustained losses regarding these investments on our financial statements
and it is  uncertain  whether  these  losses will  continue as a result of these
market fluctuations.

Interest Expense
----------------
We had interest  expense of $209,586 for the period ended  September 30, 1999 as
compared to $13,720 for the nine months ended  September 30, 1998.  The interest
expense  associated  with  the  conversion  of the  outstanding  debenture  at a
discount  to the market  price of the common  stock  resulted  in an  additional
charge of $192,043 for the nine month period ended September 30, 1999.

Net Loss
--------
Our loss for the nine months ended September 30, 1999 was $1,177,083 as compared
to a loss of $232,684 in the prior year's  period.  This loss  represents a 406%
increase over the net loss  experienced  in the year ago period.  The basic loss
per share was $0.16 per share for the nine months  ended  September  30, 1999 as
compared to $0.10 per share for the same period in 1998.  The loss per share for
the  current  period was higher  than that of the same period a year ago period.
The weighted average shares  outstanding for the nine months ended September 30,
1999 was 7,502,476 as compared to 2,318,672 for the same period ended  September
30, 1998.

We have experienced losses since our inception.  Therefore,  we do not utilize a
provision  within GAAP for a tax benefit from these  losses as we are  uncertain
when we will become  profitable.  Our  eventual  profitability  depends upon the
consumer acceptance of our new product lines.

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                                ALOTTAFUN!, INC.


LIQUIDITY AND CAPITAL RESOURCES

To date, we have funded our capital  requirements  and our business  operations,
including product line development activities with funds provided by the sale of
securities and from borrowings. The Swartz equity placement of up to $20 million
will provide  additional funding and will be utilized over the next three years,
subject to meeting funding conditions.  We are optimistic that we can meet these
conditions.  Upon funding from  Swartz,  we intend to repay all our  outstanding
indebtedness  and  utilize the  remainder  of this  funding for working  capital
purposes to grow the  acceptance  of our products  within the toy  industry.  We
estimate that the Swartz equity  placement  will  initially  repay $2 million of
debt  that  includes  note  payables  outstanding  and the  obligations  that we
anticipate  creating  with the  development  and the  initial  marketing  of our
website,  however,  there is no assurance  that these funds will be available to
repay all outstanding indebtedness.

Since our  formation on August 2, 1993 and until  September  30,  1999,  we have
issued 8,357,481 shares of our common stock and raised  $2,071,248.  Some common
stock was issued for services, all of which has been appropriately valued at the
time of issuance.

During 1998, we issued  $400,000 of  convertible  debt together with warrants to
purchase  400,000  shares at $0.001 per share.  This debt  allowed the holder to
convert  at the lower of $1.25 or 65% of the  five-day  average  of the  closing
price of the common  stock  before the  election to  convert.  All this debt was
converted  into common stock during the nine month  period ended  September  30,
1999. We have since January 1, 1999, issued 4,549,448 shares of common stock and
raised $365,021 and converted  debentures of $360,489.  These funds were used to
further  develop our product  line,  the hiring of key personnel and for working
capital purposes.

For the nine months ended  September 30, 1999 we used $1,009,374 in cash used by
operating  activities  as  compared to  $359,696  in the  similar  period  ended
September  30,  1998.  Investing  activities  for the present  nine month period
included the  acquisition  of  equipment  in the amount of  $126,155.  Financing
activities for the nine months ended  September 30, 1999 provided  $728,703 that
included  $365,021  from the  issuance of common  stock.  For nine months  ended
September 30, 1999, cash decreased $411,114 as compared to a decrease of $39,022
in the prior year's period.

Historically  we have not  generated  sufficient  revenues  from  operations  to
self-fund  our capital and  operating  requirements.  We expect that our working
capital  and  capital to grow our  business  will come from  fundings  that will
primarily include the equity placement line for $20 million arranged with Swartz
Private Equity LLC ("Swartz") subject to certain conditions. This placement will
provide  funding  for the  establishment  and  marketing  for  our new  Internet
destination  web site  and the  introduction  of our  product  lines.  We do not
anticipate  significant  funding with this investment  agreement for the present
selling season. We do expect that with the commencement of fundings in the first
quarter of 2000 which will permit more  extensive  marketing of new products and
further  development  and refinement of the features of the TOYPOP  website.  We
presently do not have any material capital  commitments other than the tools and
molds for our collectible product line. Presently,  it is anticipated that molds
for this product line will cost not more than $60,000.

With our  present  business  strategy,  we  believe we are  focusing  on the key
elements  necessary  for  us to be  both  profitable  and  successful  over  the
long-term. We have recently adopted our present strategy with the key element of
using the  Internet as a  significant  channel of  distribution  for our product
lines.  We have  focused  on the  successful  implementation  of  this  Internet
opportunity.  We believe  that we will arrange for all the  financial  resources
needed to properly execute our plan.

In our  opinion,  we have  sufficient  cash to  operate  for the next 120  days.
To-date we have not had cash resources  required to promote our TOYPOP site. for
this  years toy  selling  season  and to provide  product  availability  for our
Hearthside  Treasures.  We will need  capital  to  provide  for our  anticipated
working capital needs over the next twelve months.  We are presently  seeking $1
million in equity to allow us to sustain ourselves until we can benefit from the
Swartz  investment  agreement.  We can not provide any assurance that we will be

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<PAGE>
                                ALOTTAFUN!, INC.


successful  in  raising  such  capital as such  undertakings  are  difficult  to
complete and given the lateness  within the toy selling  season may be difficult
to arrange at all.  Should our Internet  endeavor become highly  successful,  it
will require more capital.  Should this occur,  the funding  availability in the
Swartz placement,  if available,  which is a periodic equity funding that we are
not  permitted to entirely  draw upon at any one time,  may not be sufficient to
meet  these  capital  needs.  If this  is the  case or the  Swartz  facility  is
unavailable,  we have  negotiated  provisions  with Swartz to permit  additional
fundings  outside of our obligation to them. We are  optimistic  that we will be
successful  in  obtaining  future  financing  from  Swartz or others to meet our
needs.

PART II - OTHER INFORMATION

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

         The Company is not a party to any material  pending  legal  proceedings
         and no such  action by or, to the best of its  knowledge,  against  the
         Company has been threatened.

Item 5.           Other Information
                  -----------------
         None.

Item 6.           Exhibits and reports on Form 8K
                  -------------------------------
         None.


                                       11

<PAGE>

                                ALOTTAFUN!, INC.


                                   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    12/20/99
                                                       /s/ Michael Porter
                                                       -----------------------
                                                       Michael Porter
                                                       Chief Executive Officer