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

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

     For the quarterly period ended March 31, 2000

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

     For the transition period from __________ to __________

                         Commission File Number 0-26325

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

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

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

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


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

Yes  X     No
    ---       ---

     The number of shares  outstanding  of the Issuer's  Common Stock,  $.01 Par
Value, as of March 31, 2000 was 11,121,104.

     Transitional Small Business Disclosure Format:

Yes        No X
   ---       ---


<PAGE>
                                ALOTTAFUN!, INC.



                                      Index



                                                                          Page
Part I - Financial Information                                            ----

Item 1.  Financial Statements

         Certified Public Accountants' Review Report.....................     1

         Balance Sheet -
           March 31, 2000................................................     2

         Statements of Operations -
           Three months ended March 31, 2000 and 1999....................     3

         Statements of Changes in Stockholders' Deficit -
           Three months ended March 31, 2000.............................     4

         Statements of Cash Flows -
           Three months ended March 31, 2000 and 1999....................     5

         Notes to Financial Statements................................... 6 - 7

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations........................... 8 - 11

Part II - Other Information

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

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


                                       i
<PAGE>



                          Certified Public Accountants'
                                  Review Report



Board of Directors
Alottafun!, Inc.
West Bend, Wisconsin


We have reviewed the accompanying balance sheet of Alottafun!,  Inc. as of March
31, 2000 and the related  statements  of  operations,  changes in  stockholders'
deficit,  and cash flows for the three  months then ended.  All  information  in
these  financial   statements  is  the   representation  of  the  management  of
Alottafun!, Inc.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  financial statements as of and for the period ended
March 31, 2000 in order for them to be in  conformity  with  generally  accepted
accounting principles.

As  discussed  in Note 1, certain  conditions  indicate  that the Company may be
unable to continue as a going concern. The accompanying  financial statements do
not include any adjustments to the financial  statements that might be necessary
should the Company be unable to continue as a going concern.



/s/ Pender Newkirk & Company,  CPAs
Certified Public Accountants
Tampa, Florida
May 10, 2000

                                       1
<PAGE>


<TABLE>
<CAPTION>
                                 Alottafun!, Inc.

                                  Balance Sheet

                                  March 31, 2000
                                   (unaudited)

<S>                                                                             <C>
Assets
Current assets:
     Cash                                                                                     $ 212,918
                                                                                   ---------------------

Property and equipment, net of  accumulated depreciation                                        162,019

Other assets:
Acquisition deposits                                                                             62,500
Other assets, trademark, net of accumulated amortization                                          3,366
                                                                                   ---------------------
                                                                                                 65,966
                                                                                   ---------------------

                                                                                              $ 440,803
                                                                                   =====================

Liabilities and Stockholders' Deficit
Current liabilities:
     Current maturities of long-term debt                                                       123,280
     Accounts payable                                                                           211,451
     Accrued expenses                                                                           127,112
                                                                                   ---------------------
Total current liabilities                                                                       461,843
                                                                                   ---------------------

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; 11,121,104 shares issued and outstanding.                                      111,211

     Additional paid-in capital                                                               5,353,118
     Accumulated deficit                                                                     (4,906,669)
                                                                                   ---------------------
                                                                                                557,860
     Deferred offering costs                                                                   (455,400)
     Stock subscription receivable                                                             (123,500)
                                                                                   ---------------------
Total stockholders' deficit                                                                     (21,040)
                                                                                   ---------------------

                                                                                              $ 440,803
                                                                                   =====================
</TABLE>


Read Certified Public Accountants Review Report.
The accompanying notes are an integral part of the financial statements.



                                       2
<PAGE>


                              Alottafun!, Inc.

                          Statements of Operations
                                (unaudited)

<TABLE>
<CAPTION>

                                                                                     Three Months Ended March 31,
                                                                             ------------------------------------------
                                                                                     2000                 1999
                                                                             ------------------------------------------

<S>                                                                               <C>               <C>
Sales, net of allowance and discounts                                                       $ (44)            $ 19,460

Cost of sales                                                                               3,535               31,836
                                                                             ------------------------------------------

Gross profit                                                                               (3,579)             (12,376)
                                                                             ------------------------------------------

Operating expenses:
         Selling                                                                           13,192               31,576
         General and administrative                                                       221,989              144,132
         Depreciation and amortization                                                      8,660                4,113
                                                                             ------------------------------------------
                                                                                          243,841              179,821
                                                                             ------------------------------------------

Loss from operations                                                                     (247,420)            (192,197)
                                                                             ------------------------------------------

Other expenses:
         Net realized gain (loss) on sale of securities, trading                            5,344               (6,346)
         Unrealized (loss) on securities, trading                                               -              (78,615)
         Interest expense                                                                 (11,220)            (195,652)
                                                                             ------------------------------------------
Total other expenses                                                                       (5,876)            (280,613)
                                                                             ------------------------------------------

Net loss before extraordinary gain                                                       (253,296)            (472,810)

Extraordinary gain on forgiveness of debt                                                  62,024                    -

Net loss                                                                               $ (191,272)          $ (472,810)
                                                                             ==========================================

Loss per common share:
         Loss before extraordinary gain                                                     (0.03)               (0.08)
         Extraordinary gain                                                                  0.01                    -
                                                                             ------------------------------------------
Net loss per common share                                                                 $ (0.02)             $ (0.08)
                                                                             ==========================================

</TABLE>

Read Certified Public Accountants Review Report.
The accompanying notes are an integral part of the financial statements.


                                       2
<PAGE>

                                Alottafun!, Inc.

                 Statements of Changes in Stockholders' Deficit
                                 (unaudited)

<TABLE>
<CAPTION>

                                                                   Common Stock         Preferred Stock
                                                             ----------------------------------------------   Additional
                                                               Shares      $.01 Par     Shares   $.0001 Par     Paid-in
                                                               Issued       Value       Issued      Value       Capital
                                                             ----------   ---------- ----------------------    ----------
<S>                                                         <C>        <C>          <C>        <C>          <C>
Balance, December 31, 1999                                   9,034,104  $    90,341  2,000,000  $      200   $ 4,750,988
Issuance of common stock for cash
 net of offering costs of $527,250                           1,987,000       19,870          -           -       540,630
Issuance of stock for deposit on acquisition                   100,000        1,000          -           -        61,500
Net loss for the three months ended March 31, 2000                   -            -          -           -             -
                                                             ==========   ========== ==========   =========    ==========
Balance, March 31, 2000                                     11,121,104  $   111,211  2,000,000  $      200   $ 5,353,118
                                                             ==========   ========== ==========   =========    ==========


</TABLE>


<TABLE>
<CAPTION>



                                       Stock
    Accumulated         Deferred    Subscription
      Deficit       Offering Costs   Receivable    Total
    ------------   ----------------------------------------
<S>              <C>              <C>         <C>
  $  (4,715,397) $      (455,400) $ (123,500) $   (452,768)

              -                -           -       560,500
              -                -           -        62,500
       (191,272)               -           -      (191,272)
    ============   ==============   =========   ===========
  $  (4,906,669) $      (455,400) $ (123,500) $    (21,040)
    ============   ==============   =========   ===========

</TABLE>



Read Certified Public Accountants Review Report.
The accompanying notes are an integral part of the financial statements.


                                       4
<PAGE>

                                Alottafun!, Inc.

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

                                                                        Three Months Ended March 31,
                                                               ----------------------------------------
                                                                           2000                1999
                                                               ----------------------------------------
<S>                                                              <C>                 <C>
Operating activities
    Net loss                                                           $ (191,272)          $ (472,810)
                                                               ----------------------------------------
    Adjustments to reconcile net loss to net
      cash used by operating activities:
        Depreciation and amortization                                       8,660                4,113
        Write-off of obsolete inventory                                         -               16,389
        Loss (gain) on marketable securities                               (5,344)               6,346
        Unrealized loss on marketable securities                                -               78,615
        Interest on warrants                                                    -              192,043
        Common stock issued for services                                        -               30,000
        (Increase) decrease in:
           Accounts receivable                                              2,685                    -
           Inventory                                                            -              (17,168)
           Other assets                                                      (321)             (11,687)
           Deposits                                                             -               19,450
        Increase (decrease) in:
           Accounts payable                                              (113,679)               2,130
           Accrued expenses                                                18,728              (20,895)
                                                               ----------------------------------------
    Total adjustments                                                     (89,271)             299,336
                                                               ----------------------------------------
    Net cash used by operating activities                                (280,543)            (173,474)
                                                               ----------------------------------------

Investing activities
    Acquisition of equipment and intangible assets                        (68,282)             (16,066)
    Proceeds from sale of marketable securities                             5,344                    -
    Purchase of marketable securities                                           -             (699,495)
                                                               ----------------------------------------
    Net cash provided (used) by investing activities                      (62,938)            (715,561)
                                                               ----------------------------------------

Financing activities
    Proceeds from issuance of note payable                                      -              153,158
    Proceeds from sale of common stock                                    560,500              367,907
    Principal reductions of long-term debt                                 (9,411)             (29,681)
                                                               ----------------------------------------
    Net cash provided by financing activities                             551,089              491,384
                                                               ----------------------------------------
Net increase in cash                                                      207,608             (397,651)
Cash at beginning of period                                                 5,310              411,114
                                                               ----------------------------------------
Cash at end of period                                                   $ 212,918             $ 13,463
                                                               ========================================

Supplemental disclosures of cash flow information
    and noncash financing activities
      Cash paid during the period for interest                           $ 11,197              $ 2,628


</TABLE>

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

During the three month period ended March 31, 2000, the Company issued 1,987,000
shares of restricted  common stock. The Company raised $560,500 which was net of
$527,250 of offering  costs.  These offering  costs include  $87,000 of cash and
572,000  shares of  Alottafun!  Restricted  stock  valued at a total fair market
value of $440,250.  The issuance of these shares were treated as offering  costs
and are recorded as non cash transactions in the statement of cash flows.

Read Certified Public Accountants Review Report.
The accompanying notes are an integral part of the financial statements.

                                       5
<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,  1999  and  1998  of
Alottafun!, Inc. (the "Company").

In the opinion of the Company,  the accompanying  unaudited financial statements
contain all adjustments  (which are of a normal and recurring  nature) necessary
for a fair presentation of the financial  statements.  The results of operations
for the three month  periods  ended March 31, 2000 and 1999 are not  necessarily
indicative of the results to be expected for the full year.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  However,  the Company has sustained
substantial losses since inception that total  approximately  $4,900,000 and has
used cash in  operations  of  approximately  $281,000 and $173,000 for the three
month  periods  ended March 31, 2000 and 1999,  respectively.  The Company has a
negative working capital of $248,925 at March 31, 2000 and has negative tangible
net worth of approximately  $24,000 at March 31, 2000. In addition,  the Company
is currently in default on approximately $81,000 of notes payable. Additionally,
the  Company has not had  significant  revenues  over the past two years.  These
issues  indicate that the Company may be unable to continue as a going  concern.
Realization of the Company's  assets is dependent upon the Company's  ability to
raise additional  capital,  as well as generate revenues sufficient to result in
future  profitable  operations.  The  accompanying  financial  statements do not
include any adjustments  that might be necessary should the Company be unable to
continue as a going concern.

Note 2 - Per share calculations

Per share data was computed by dividing net loss by the weighted  average number
of shares  outstanding  during the periods  ended  March 31, 2000 and 1999.  The
weighted  average shares  outstanding for the three month period ended March 31,
2000 was  10,040,642  as compared to 5,939,802  for the three months ended March
31, 1999.

Note 3 - Equity Transactions

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

During the three month  period  ended  March 31,  2000,  the  Company  issued an
aggregate of 1,987,000  shares of restricted  common stock.  The Company  raised
$560,500  that was net of $527,250  of  offering  costs.  These  offering  costs
included  $87,000 of cash and  572,000  shares of  Alottafun!  Restricted  stock
valued at a total fair market  value of  $440,250.  The issuance of these shares
was  treated as offering  costs.  The Company  relied upon  Section  4(2) of the
Securities Act of 1933 for the issuance of these securities.

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

Note 4 - Contingencies

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

                                       6
<PAGE>

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


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





                                       7
<PAGE>

                                 ALOTTAFUN, INC.


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

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


GENERAL

We were originally established on August 15, 1993 as a distributor, and marketer
of collectible  toys and candy  products for children  between the ages of three
and twelve years old. We have marketed  products  that include tea sets,  games,
puzzles, books, plush toys, purses, ride-on cars, and unique surprise boxes that
contain gum and candy,  collectible toys, trading cards, milk caps (pogs), comic
strips, tattoos,  stickers, and various promotional inserts.  Alottafun! has not
generated  sufficient  revenues  in the  last  two  years  to fund  its  ongoing
operations  and has sustained  substantial  losses since its inception and we do
not  expect to become  profitable  until  2001.  Accumulated  losses to date are
approximately  $4,907,000  and there is  substantial  doubt about our ability to
continue as a going concern.

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

On  February  28,  2000,  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.

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

On   February   10,  2000  as  a  result  of  our   independent   pursuit  of  a
business-to-business  strategy without MHA, who hosted the TOYPOP Internet site,
MHA shut down our  TOYPOP  site.  We intend to remake the site into a channel in
the new MRABA Internet initiative. Sales of toy products through the TOYPOP site
amounted to $ 16,506 during the recent Holiday selling season,  primarily due to

                                       8
<PAGE>

the lack of marketing  and the limited  availability  of the better  selling toy
products through M. W. Kasch. We are optimistic that TOYPOP can be made a viable
internet retail portal through a  reorganization  and  restructuring  within our
MRABA internet opportunity.

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

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

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

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

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

RESULTS OF OPERATIONS

Three months ended March 31, 2000 compared to three months ended March 31, 1999

Total  consolidated  revenue for the three months ended March 31, 2000 was ($44)
compared to $19,460 for the same period of 1999, which represents an decrease of
$19,504.  There was a refund during the recent  quarter ended March 31, 2000 and
no sales  revenues.  Sales in the prior year  reflected  sales of our Hearthside
product line. This product line did not obtain any sales for the current period.

Gross  profit was  ($3,579)  and  ($12,376),  respectively,  for the three month
period  ended March 31,  2000,  as compared to the prior  period ended March 31,
1999.  This decrease is the result of the reduction in sales of products that we
did not have a positive margin. The year earlier period included a write-down of
obsolete inventory.

For the three months ended March 31, 2000, total selling expenses was $13,192 as
compared  to $31,576  for the same period of the  previous  year,  a decrease of
$18,384, or 59%. This decrease is the result of lower marketing expenses because
of no sales. Total general and administrative expense for the three months ended
March 31, 2000,  was $221,989 as compared to $144,132 for the same period of the
previous year, an increase of $77,857, or 54%.  Management  continues to prepare
for an  Internet  presence  despite  the  closing  of its  TOYPOP  portal and is
developing  its MRABA  initiative.  Expenses  were  primarily  related  to these
activities as well as the development of its collectible  line of toys that will
were  introduced  at the  February  ToyFair  2000 and will be sold this  selling
season.

                                       9
<PAGE>


We had a loss from operations of $247,420 for the period ended March 31, 2000 as
compared to a loss of $192,197 for the same prior year period.  This increase in
the operating  loss over that of the preceding  year period  primarily  reflects
higher general and administrative,  together with a higher depreciation  expense
despite lower selling  expenses.  The negative gross profit lower as compared to
the year ago period.  Management anticipates that as sales are generated it will
result  in  an  improvement  in  future  operating  performance  and  eventually
profitable operations.

During the quarter ended March 31, 2000 we closed out our security position that
resulted in a gain of $5,344.  During the year ago period,  we had  realized and
unrealized losses of $84,961.  All securities  trading  activities with our cash
balance has ceased.  Management  has  utilized  money  market funds for its cash
prior to its use in our operations.  Interest expense was $11,220 in the quarter
ended March 31, 2000 as compared to $195,652 in the same prior year period. This
represents  a $184,432  decrease in  interest  expense,  or 94%.  The prior year
included convertible debt that was subsequently retired with the issuance of our
common stock.

We obtained  the benefit of an  extraordinary  gain on the  forgiveness  of debt
during the period ended March 31, 2000 in the amount of $62,024.  This  resulted
from settlement of accounts payable balances

The  basic  loss and  basic  loss per share  were  $191,272  and $0.02 per share
respectively,  for the three  months ended March 31, 2000 as compared to a basic
loss and basic loss per share of $472,810  and $.08  respectively,  for the same
period  in 1999.  This  loss  represents  a 60%  increase  over the  basic  loss
experienced in the year ago quarter. The loss per share for the period decreased
75% over the previous  year ago period.  The  extraordinary  gain  benefited the
reduction in loss per share by $0.01 in the current period. The weighted average
shares  outstanding  for the  quarter  ended March 31,  2000 was  10,040,642  as
compared 5,939,802 for the preceding year quarter ended March 31, 1999.

The  Company  has  focused,  in the recent  quarter  ended  March 31,  2000,  on
redeploying  its  internet  presence  within  the  MRABA  portal  that  is a B2B
e-commerce business site within the toy industry. It is expected that MRABA will
be operating by the end of May 2000 and will begin to provide  income to us. The
collectibles  will  begin  generating  revenues  with the third  quarter of this
calendar  year.  Management  is  optimistic  about the  benefits of its business
strategies.

LIQUIDITY AND CAPITAL RESOURCES

To  date,  the  Company  has  largely  funded  its  operations  and its  product
development  activities  with  funds  provided  by issuing  securities  and from
borrowings.  During the three months ended, the Company received  $560,500 as an
equity  investment for the issuance of 1,987,000  shares of common stock.  These
funds were used for working capital purposes.

Net cash used in operating  activities for the three months ended March 31, 2000
was  $280,543  compared to net cash used of $173,474  for the three months ended
March 31, 1999. This increase in cash used by operating  activities is primarily
due to an operating loss and a decrease in accounts  payable that was not offset
as in the  prior  year  by  interest  on  warrants  and the  unrealized  loss of
marketable securities that reduced the net loss.

Cash used in investing  activities for the three months ended March 31, 2000 and
1999  was  $62,938  and  $715,561,   respectively.  We  acquired  equipment  and
intangible  assets  of  $68,282  in the three  months  ended  March 31,  2000 as
compared to $16,066 in the prior year ago  period.  The major use of cash in the
year ago period was the purchase of marketable securities.  We discontinued such
practices during the latter part of 1999.

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<PAGE>


Cash provided by financing  activities for the three months ended March 31, 2000
was  $551,089 as compared to cash used in financing  activities  of $491,384 for
the three months ended March 31, 1999.  During the recent  quarter,  the Company
issued  common  stock with an  aggregate  value of $560,500  to provide  working
capital and to support its' spending.  In the year ago period,  we received note
proceeds of $153,158 and equity investment of $367,907.

As of March 31, 2000, the Company had net working  capital  deficit of $248,925.
The Company's  ratio of current assets to current  liabilities was 0.46 at March
31, 2000.  The Company is not presently  profitable and continues to fund itself
from the  proceeds of  securities  placements.  Only when the  Company  achieves
profitability, will then be in a position to fund itself on an operating basis.

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

PART II - OTHER INFORMATION

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

         None

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

During the three month  period  ended  March 31,  2000,  the  Company  issued an
aggregate of 1,987,000  shares of restricted  common stock.  The Company  raised
$560,500  that was net of $527,250  of  offering  costs.  These  offering  costs
included  $87,000 of cash and  572,000  shares of  Alottafun!  Restricted  stock
valued at a total fair market  value of  $440,250.  The issuance of these shares
was  treated as offering  costs.  The Company  relied upon  Section  4(2) of the
Securities Act of 1933 for the issuance of these securities.

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


                                   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    5/17/00
                               /s/ Michael Porter
                               ------------------
                               Michael Porter
                               Chief Executive Officer








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