UPSIDE DEVELOPMENT, INC.

                             (f/k/a ALOTTAFUN, INC.)

                                   FORM 10-KSB

                      FOR THE YEAR ENDED DECEMBER 31, 2000


<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


          [ X ] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  For the year ended December 31, 2000

          [ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-21279


                            UPSIDE DEVELOPMENT, INC.
                            -----------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                         39-1765590
         ---------                                        ----------
(State or 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)      (Zip Code)

       Registrant's telephone number, including area code: (262) 334-4500


     Securities registered pursuant to Section 12(b) of the Act: NONE

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 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.

[ X ] Yes  [   ] No

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  of  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [ X ]

State  issuer's   revenues  for  its  most  recent   reporting   period  (Fiscal
year)........$144,822.

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant at December 31, 2000 was $981,626.  The bid price of the common stock
at that date was $.06.

DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Company's  definitive proxy statement for the Annual Meeting of the
Company's  stockholders  to be held on  August  31,  2001  are  incorporated  by
reference into part III of this Form.


<PAGE>

<TABLE>
<CAPTION>

                            UPSIDE DEVELOPMENT, INC.

                             (f/k/a ALOTTAFUN, INC.)

                               FORM 10-KSB - Index
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

<S>    <C>                                                                              <C>
        PART I                                                                               Page
                                                                                             ----
        Item 1.   Business                                                                     1.

        Item 2.   Properties                                                                  14.

        Item 3.   Legal Proceedings                                                           14.

        Item 4.   Submission of Matters to a Vote of Security Holders                         15.

        PART II

        Item 5.   Market of the Registrant's Securities and
                   Related Stockholder Matters                                                15.

        Item 6.   Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                   16.

        Item 7.     Consolidated Financial Statements and Supplementary Data                  24.

        Item 8.     Changes in and Disagreements with Accountants on Accounting
                              and Financial Disclosures                                       24.
        PART III

        Item 9.      Directors and Executive Officers of the Registrant                       24.

        Item 10.     Executive Compensation                                                   24.

        Item 11.     Security Ownership of Certain Beneficial Owners and Management           24.

        Item 12.     Certain Relationships and Related Transactions                           24.

        PART IV

        Item 13.     Exhibits, Consolidated Financial Statements, Schedules and Reports
                          on Form 8-K                                                         25.

        Signatures                                                                            27.

</TABLE>

<PAGE>

This Form 10-KSB  contains  forward  looking  statements,  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934,  regarding future events and the future performance of the
Company  involve risks and  uncertainties  which may cause our actual results in
future periods to be materially different from any future performance  suggested
herein. We believe that its business strategy that includes focus on collectible
toy products and our internet  initiative are unique.  There can be no assurance
that our strategy will be successful.  There can be no assurance that sufficient
capital can be obtained to market our  products  and  internet  services and our
performance  and actual results could differ  materially from those projected in
the forward looking statements contained herein.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

OVERVIEW

Alottafun!,  Inc., now Upside Development,  Inc., was originally  established on
August 15 1993 as a distributor,  and marketer of collectible toys and candy. We
have marketed products that include tea sets, games, puzzles, books, plush toys,
purses, ride-on cars, and unique surprise.

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.  On February 28, 2000, M. W. Kasch
and us agreed to terminate our relationship  and thereupon,  M.W. Kasch Co. gave
notice that effective March 28, 2000 our agreement with them was terminated.

Our role was to manage  marketing  strategies,  and to  provide  the  electronic
mediums for the sale,  customer support,  and fulfillment of products that joint
venture purchase.

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

On   February   10,  2000  as  a  result  of  our   independent   pursuit  of  a
business-to-business  strategy without MHA, who hosted the TOYPOP Internet site,
MHA shut down our  TOYPOP  site.  We intend to remake the site into a channel in
the new MRABA Internet initiative. Sales of toy products through the TOYPOP site
amounted to $16,506 during the 1999 Holiday selling season, primarily due to the
lack of  marketing  and the  limited  availability  of the  better  selling  toy
products through M. W. Kasch

We announced our business-to-business internet strategy on February 22, 2000. In
May,  2000,  we launched  MRABA.COM;  a B2B site  devoted to the toy,  candy and
related children products industry.

As a process of  developing  the MRABA.com  site,  we developed a  sophisticated
software  system called e-Logic.  The e-Logic system is a web-based  application
developed for companies to provide  integrated,  real-time  information  for all
aspects of a companies back office operations,  including  everything from order
entry and processing  through  inventory  tracking and cost accounting.  We have

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initially entered into an agreement with Kamino International Transport, Inc., a
New York based  transportation  and  logistics  company to provide  the  e-Logic
System to their client base.

In January  2001, we signed  letters of intent to acquire  three tire  recycling
companies  and a  logistics  company,  allowing  us  to  expand  our  technology
expertise into a fast growth industry.

GROWTH STRATEGY

Our growth strategy will focus on the following:



1.   Expand our technology expertise into the scrap tire business.

2.   Market and expand the e-Logic software system.

3.   Expand and  develop  the  MRABA.COM  site to help  implement  a business to
     business interaction between retailers and manufacturers.


The Scrap Tire Market

General

The scrap tire  market in the United  States is one of the largest in the world.
The Scrap Tire Management Council (STMC),  based in Washington,  D.C., estimates
that there are over  270,000,000  tires discarded each year. In addition,  there
are  currently  over one billion  tires  stockpiled  in the United States and an
estimated 1,400,000,000 tires discarded annually worldwide. Although millions of
tires are discarded  every year,  there has been no consensus on the best way to
dispose of the tires.  One of the early  governmental  responses to this problem
was to require  the tires be shred  into small  pieces to reduce the size of the
tire dumps,  the  potential  for fires,  and the health  hazards  which  existed
because of mosquitoes  and rodents which inhabit these tire dumps.  The European
Union,  however,  has  issued a  directive  banning  land  filling of all tires,
whether whole or shredded, by the year 2007.

In an effort to induce recycling of tires in the United States, many states have
enacted  laws  charging  recycling  fees on all new  tire  sales.  The  fees are
deposited  into  state  operated  funds  which are used for  grants to fund tire
recycling  technology  research  projects and to compensate  tire  recyclers for
recycling tires.

Estimated Total Scrap Tire Market: 1998 ( in Millions)

Fuel                                          114
Cement kilns                                   38
Pulp/Paper mills                               20
Dedicated tires to energy                      16
Electric Utilities                             25
Industrial boilers                             15
Civil Engineering                              20
Products                                       23

                                       2
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Ground Rubber                                  15
Cut/Punched/Stamped                             8
Miscellaneous/Agriculture                     5.5
Export                                       15.0
Subtotal                                    177.5

Total Generation                            270.0

The Tire Collection/Processing Industry

1.       Generators

These are the entities that generate the scrap tires, and include  Retailers and
Small Operators, Municipalities, Consumers, Junkyards, and Tire Manufacturers.

2.       Collectors

Tire are  collected  by a  variety  of  entities,  including  Licensed  dealers,
Unlicensed (Tire Jockeys) and Municipalities

3.       Processors

There are approximately 400 companies  processing tires in the United States and
their output includes Whole tires, Shreds, Chips, Popcorn, and Ground or Crumb.

4.  Markets

o    Tire Derived Fuel (TDF)

     Currently,  tire-derived  fuel (TDF),  or energy  recovery,  is the largest
     application for scrap tires in the United States. Overall, TDF consumed 114
     million of the 270 million scrap tires generated in 1998.

     Facilities that can use TDF as a supplemental fuel include:

     o    Cement kilns (whole and processed tire chips)
     o    Pulp and paper mills and boilers (chips)
     o    Industrial boilers (chips)
     o    Utility boilers (chips)
     o    Dedicated scrap tire to energy plant (whole or chips)
     o    Resource recovery facilities (chips)

o    Recycled rubber products

     o    Sidewalls
     o    Automobile mats
     o    Other rubber products

                                       3
<PAGE>

o    Civil Engineering Applications

     One of the fastest growing markets in the United States is the use of scrap
     tires in civil engineering applications. Civil engineering applications are
     generally defined as the use of scrap tires, either whole or processed,  in
     lieu of conventional  construction  materials  (i.e.,  clean fill,  gravel,
     sand).  In this  regard,  scrap tires have  been/are  being used as a light
     weight backfill,  as road embankment fill, in leachate  collection systems,
     as septic field drainage  material,  as alternate daily cover in landfills,
     as road  base,  as a thermal  insulator  (along  housing  foundations),  as
     breakwaters,  as side slope  stabilizers,  among other  applications.  This
     market  application did not exist even six years ago. Today it consumes 20+
     million  scrap tires a year  nation-wide.  However,  profitability  in this
     market depends on the cost of  traditional  materials with which scrap tire
     materials compete. Because aggregate (gravel, etc.) is often less expensive
     than  even  the  cost  of  processing  scrap  tire  into  chips,   landfill
     applications often represent a net cost to the processor.


o    Crumb Rubber Applications

     Upside  development,  Inc. is currently  focusing  it's the majority of its
     efforts on crumb rubber  applications.  Scrap tires can be processed into a
     product  referred to as ground rubber.  This material,  also known as crumb
     rubber,  can vary from particles as large as  three-quarters  of an inch in
     diameter to a particle size of 100 mesh (150 microns, or the consistency of
     talc  powder).  As would be  expected,  the  uses for this  material  are a
     function of size and shape.  Larger-sized  particles (half to quarter inch)
     are used as cover material for playgrounds,  as a soil amendment, as a turf
     treatment,  and in several manufactured  products (running tracks,  mulch).
     The "larger" ground rubber sizes (4 - 16 mesh) are used as an amendment for
     asphalt  binders,  which is the largest  single  market for ground  rubber.
     Ground  rubber in the 20 - 80 mesh sizes is also  incorporated  into a wide
     range of manufactured products,  including but not limited to soaker hoses,
     mats, carpet backing and mold and extruded copolymer  materials.  The ultra
     fine mesh (100 mesh and smaller) is used in tire manufacturing. This is the
     second largest market application for ground rubber.

     Prices of crumb rubber vary according to the mesh (size) of the rubber. The
     March 2000 issue of Scrap Tire and Rubber Users Directory,  2000, published
     by Recycling Research Institute,  provided information regarding historical
     market prices of tire-derived materials, including crumb rubber.

     In 1999-2000, the average price of crumb rubber with a mesh of minus 10 was
     $.05 - .18 per  pound.  This is the  size  most  commonly  used in  asphalt
     paving.  Aftermarket products  manufactured from press equipment use rubber
     of  approximately  minus 30 mesh,  which for 1999-2000 was priced at $.08 -
     .32 per pound.  Very finely  ground  crumb  rubber  which is  suitable  for
     de-vulcanization is usually minus 80-100 mesh. In 1999-2000 crumb this size
     ranged in price from $.17 - .75 per pound.

     There are over 1500 industries using crumb rubber today. Demand far exceeds
     supply.  New  industries and new uses surface at the rate of 25-50 a day as
     the crumb rubber industry advances its' techniques, accelerates its' output
     and improves its' quality.,  Windshield wipers,  brake pedals and many more
     items used  everyday can now be molded from crumb rubber.  Customized  mats
     and traffic safety devices are currently a high priority.

                                       4
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     The demand by  environmental  groups for a solutions to the tire  "pile-up"
     has been persistent, loud and unyielding for over thirty years, culminating
     today in laws that render the  production  of crumb rubber no longer just a
     commercial venture, but now a government requirement.

     In an effort to minimize injuries, educational agencies have been budgeting
     in advance just on the hopes of acquiring  enough crumb rubber to resurface
     their  playgrounds,  their tennis courts,  swimming  pools,  tracks and gym
     floors. The days of using sand, concrete and wood are long gone. Some areas
     have  resorted to using wood chips in a  desperate  attempt to find a safer
     surface,  but this  material  has its' own set of  problems.  The  reported
     injuries  to both man and beast  (horses,  dogs etc.) in those  areas using
     crumb rubber today have dropped dramatically since resurfacing. Government,
     educational and health agencies all agree, the only durable, cost-effective
     and safe surface for such use is crumb rubber,  either in bulk or mat form.
     The safety of our children and the  reduction of  litigation  stemming from
     such  injuries  more than  justify  expenditures  budgeted for crumb rubber
     installation.

     Health  agencies  are now  insistent  on the use of crumb  rubber in public
     facilities  such as parks,  golf  courses,  race tracks,  sports arenas and
     other recreation  areas.  "Sand boxes",  as we have known them for over 100
     years are slowly being banned in public domains because of the incidence of
     stray cats using our children's play areas as litter boxes. The finest mesh
     crumb, which can be washed, sterilized and reused, is the product of choice
     now and will be the product-of-law over the next decade.

     Any industry  using rubber,  in any form, as its' principle raw material is
     now able to use crumb rubber to augment production. The probability is that
     future  laws  will  require   recycled   rubber  in   production   and  the
     cost-effectiveness  over raw rubber will demand it. Manufacturers will have
     no choice.  Construction materials, i.e. roofing, siding and paints are but
     a few of those products  already  utilizing crumb in production.  There are
     thousand  of such uses as yet  unexplored  and  thousands  more  which will
     completely improve the products we've come to know.

     As a result of today's  increased use and proven  success,  crumb rubber is
     now a spot  commodity  on the Chicago  Board of Trade.  The advent of crumb
     rubber will open doors to products  and  solutions  to problems  far beyond
     anyone's wildest dreams.


     The Production of crumb rubber
     ------------------------------

     To produce crumb rubber, it is usually necessary to further reduce the size
     of the tire shred or chip.  This is  accomplished  by  grinding  techniques
     generally categorized as ambient or cryogenic.

     Ambient Process

     Ambient  grinding  can  be  accomplished  in  two  ways:   granulation  and
     cracker-mills.  Ambient  describes the temperature of the rubber or tire as
     it is being size reduced.  Typically,  the material enters the cracker-mill
     or  granulator at "ambient" or room  temperature.  The  temperature  of the
     rubber  will rise  significantly  during the  process  due to the  friction
     generated as the material is being "torn  apart."  Granulators  size reduce

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     the  rubber by means of a cutting  and  shearing  action.  Product  size is
     controlled by a screen  within the machine.  Screens can be changed to vary
     end product size.

     Rubber particles  produced in the granulation  process generally have a cut
     surface shape, rough in texture, with similar dimensions on the cut edges.


     Cracker-mills  -  primary,  secondary  or  finishing  mills - are all  very
     similar and operate on  basically  the same  principle:  they use two large
     rotating  rollers  with  serrations  cut in one or both of  them.  The roll
     configurations  are  what  make  them  different.   These  rollers  operate
     face-to-face  in close  tolerance  at  different  speeds.  Product  size is
     controlled  by the  clearance  between the rollers.  Cracker-mills  are low
     speed  machines  and the  rubber is  usually  passed  through  2-3 mills to
     achieve various particle size reductions and further liberate the steel and
     fiber components.  The crumb rubber particles  produced by the cracker-mill
     are typically long and narrow in shape and have a high surface area.

     Cryogenic Process
     -----------------

     Cryogenic  processing  refers  to  the  use of  liquid  nitrogen  or  other
     materials/methods  to freeze tire chips or rubber  particles  prior to size
     reduction.  Most rubber becomes  embrittled or "glass-like" at temperatures
     below -80(degree)F. The use of cryogenic temperatures can be applied at any
     stage of size  reduction  of scrap tires.  Typically,  the size of the feed
     material is a nominal 2 inch chip or smaller.  The  material is cooled in a
     tunnel style  chamber or immersed in a "bath" of liquid  nitrogen to reduce
     the  temperature of the rubber or tire chip. The cooled rubber is ground in
     an impact type reduction unit,  usually a hammermill.  This process reduces
     the rubber to particles ranging from 1/4 inch minus to 30 mesh.

     Cryogenic systems are expensive,  costing from 4 to 20 million dollars.  To
     date,  the Company is not aware of any  facility  using a cryogenic  system
     that  is not  subsidized  by  government  grants  or  private  grants  from
     producers  of  liquid  nitrogen.  Although  this  process  uses  much  more
     sophisticated technology,  the process tends to be cumbersome and expensive
     to operate.  Moreover,  if the  equipment is shut down for  maintenance  or
     repairs  the  entire  system  must be taken  off line for a period of days.
     Another  disadvantage  of such systems is that the crumb rubber made by the
     cryogenic  process has reduced  elasticity,  which limits the usefulness of
     the crumb rubber for after market products.

     Other Processes
     ---------------

     In addition to conventional  ambient grinding  techniques and the cryogenic
     process, there are several proprietary  wet-grinding processes in use today
     in the U.S. for producing fine and super-fine grades of crumb rubber.

     Production  of finer  crumb  rubber  (40-60  mesh) and very fine (60- mesh)
     requires a secondary high intensity grinding stage.

     Micromilling,  also called wet-grinding,  is a patented grinding process in
     which tiny  rubber  particles  are  further  size  reduced by grinding in a
     liquid  medium,  usually water.  Grinding is performed  between two closely
     spaced grinding wheels.

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     Fine mesh crumb or ground  rubber can be used in  asphalt  rubber,  roofing
     product,  coating and sealant  products,  and as an  ingredient in numerous
     automotive products including new tires.

     Crumb Rubber Markets - North America - 2000
     -------------------------------------------

     Asphalt Modification - 200 million lbs. - up from 97 million lbs. in 1995.
     Strong growth potential.

     Molded  Products - 190 million  lbs. - up from 14 million  lbs. per year in
     1995. Continuing R&D and equipment advances make this a good growth market.
     Products and applications  include solid tires, truck bed liners,  flooring
     tiles, traffic control products,  home & garden products,  wheels and wheel
     chocks.

     Tires/Automotive  (includes  brakes/friction  market  and other  automotive
     parts) - 70 million  lbs. - 11% of crumb rubber  being  consumed  annually.
     Manufacturers  currently  use up to 5% per tire and are  testing  compounds
     with 10% or more recycled rubber content.  Good growth potential.  Products
     and applications  include hoses,  belts,  friction  materials (brake pads),
     trailer bumpers,  mud flaps,  pickup truck bed liners,  brake pedal covers,
     door step pads (Vans), air deflectors and splash guards.

     Athletic &  Recreational  - 60 millions  lbs. - 9.8% of crumb  rubber being
     consumed  annually.  Steadily  growing  market.  Products and  applications
     include soil  amendments,  top  dressings,  playground  surfacing,  parking
     lots/mulch applications,  indoor/outdoor equestrian footing, asphalt, mats,
     running tracks and pour-in-place surfaces.

     Rubber/Plastic Blends - 20 million lbs. - 4% of crumb rubber being consumed
     annually.  Products include truck bed liners,  golf cart fenders,  bumpers,
     etc.

     Construction  -  17  million  lbs.-  includes  roofing  products,  building
     materials, insulation and sound proofing.

     Surface Modified/Reclaim - 25 million lbs. - includes imported quantities.

     Animal Bedding - 25 million lbs. - new applications and production  methods
     continue to push growth in this market.

     Other        5 million lbs.

     TOTAL        612 million lbs.


STRATEGY

The first stage of Upside  Development,  Inc., is to enter into  acquisition and
joint venture agreements with strategically  located companies.  Each company is
unique and provides a different  service to the recycling  effort,  and each one
will  support one another  with  services  that would  normally be provided by a
competitor.

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We plan  on  establishing,  through  acquisitions  and  joint  ventures,  strong
presence in NY, NJ, PA, and OH. These particular  states offer us access to used
tires and countless crumb rubber  applications.  For manufacturers and consumers
alike, the demand for crumb is well documented.

We have signed  letters of intent to acquire the following  companies,  however,
there is no assurance that a definitive  agreement will be reached  resulting in
the consummation of these acquisitions:

In Ohio,  Adriatic  Tire is currently  relocating  its  facilities.  The city of
Youngstown is anxious for companies to commit their resources there.  Adriatic's
new location  will be able to handle over 500,000  tires the first year and will
have a rail  siding.  Tire  shred  will  supplement  any  supply  needs  in West
Virginia.  In  addition,  Adriatic  will take in  overproduction  and scrap EPDM
rubber from local  manufacturers  to crumb into play ground mulch.  This will go
back into its distributor network for resale.

Emert Grinding is a small  manufacturer  of crumb rubber,  scrap tire processing
machines and value added products,  i.e., mats. The company is over 25 years old
and is a very creative tire recycling company. It is located in Somerset, PA and
fits perfectly into our line of distribution.  The equipment,  at this site, can
shred and make crumb  rubber at over 6,000 pounds per hour.  Specialty  products
can also be made with their specially developed equipment. Ramping up to produce
plastic and rubber lumber is currently on the drawing board.

Canales Tire in Somers Point,  NJ has over 50 years in the  recycling  business.
They cover the lower two thirds of the State of New Jersey and can process  over
2 million  tires.  The  location  of this  facility  is ideal,  since they are 5
minutes  from the Garden State  Parkway and one mile south of the Atlantic  City
Expressway.  This  acquisition  will  provide  us  with  land  and  hundreds  of
customers.

The concerns of all of the States are basically  the same.  They need someone to
collect and properly  destroy the tires.  Our  expertise  allows us to take tire
recycling to the next level. Collect, shred, crumb and market are the four basic
levels in our  endeavor.  There are, in addition  numerous  grants and subsidies
that haven't been explored, that we will pursue.


The e-Logic Software System

e-Logic  is  a  web-based   application   developed  for  companies  to  provide
integrated,   real-time  information  for  all  aspects  of  their  back  office
operations.  This includes  everything  from order entry and processing  through
inventory tracking and cost accounting.

e-Logic is designed to reduce  both the burden and expense  associated  with the
operational and administrative aspects of managing a business.  e-Logic helps by
interfacing with other existing platforms and applications to allow a company to
both generate and manage its' business at e-Speed.

Unlike other software  applications and EDI systems that are placed on their own
servers or desktops, e-Logic is a secured, web-based application. Through static
IP  connections,  e-Logic  allows  real-time  information  access  to  traveling
executives,  sales  people  and other  branch  office  staff  from any  standard
Internet connection.

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How is e-Logic different from other applications on the market?

Unlike other software,  e-Logic is a daily,  real-time system accessible 24/7 by
anyone   throughout   your   company.    Other    applications    developed   by
business-to-business  exchanges  promise  increased sales or business  resulting
from a high traffic exchange. Most other applications involve a large investment
of time,  resources and money by paying high start-up and monthly fees.  e-Logic
is a cost-effective, user-friendly application that will enhance user ability to
manage its' business.

                                       9
<PAGE>

Overview of Application Functions & Features:


Functions

o        Order Entry Module
o        Order Processing Module
o        Order Tracking System
o        Inbound/Outbound Tracking System
o        Real-time Inventory Tracking
o        Accounting Functions
o        Transportation Cost Tracking

Features & Capabilities

o        XML Import Capability
o        Allows for EDI Interfacing
o        Virtual Accessibility
o        Interface Capability
o        Unlimited Access
o        Commerce Controls Capability
o        Easy Upgrade Flexibility
o        Adding Modules
o        Interfaces with Internet Explorer
o        Internet Connection Needed

Order Entry

Flow of Data

An EDI system  relies on  transmitting  data in batches and sending  information
hours later creating delays, inefficiencies,  and operational breakdowns (not to
mention  getting an  overwhelming  amount of orders at one time).  With e-Logic,
when orders are entered, real-time data flows automatically from the Order Entry
Module to the other application  modules without human  intervention.  This will
allow a company to keep pace with daily  orders and take  special  attention  to
orders when placed,  instead of being  overwhelmed  with an abundance of batched
orders.

                                       10
<PAGE>

User-Friendly

Unlike other systems,  e-Logic provides user-friendly tools that make processing
orders extremely easy from any Internet connection with the point-and-click of a
mouse.

Customer Information

e-Logic embeds customer information into the Order Entry module. With two clicks
of a mouse,  customer billing and shipping  information is right in front of the
user on a drop down  screen  displaying  the  entire  product  line with  tiered
pricing.  Each order will  generate  an email to any  related  party  requesting
notification and customized invoices are ready for delivery.

Accounting Interface

The average  company plugs in and re-enters  data numerous times to complete one
transaction.  e-Logic  solves  this  problem  by  eliminating  much of the human
invention  required in finishing a transaction.  Streamlining  the data from the
Order Entry module into the Accounting module replaces  redundant data entry and
increases accuracy.

Payment Processing

e-Logic has the ability to process orders for payment right from the Order Entry
page.  e-Logic  currently  accepts all major credit cards and  processes  checks
online. In large volume businesses, using e-Logic reduces credit card and online
check rates.

Viewing Client History

Immediately  upon  entering  an order,  e-Logic  users have the  ability to view
client  history from any Internet  connection.  e-Logic  allows users to quickly
gather  information from multiple tracking numbers including client name, client
number,  purchase order number and reference number. This is a great feature for
both traveling sales staff wanting to view customer information prior to meeting
or for customer service associates needing quick access to information.

Real-Time Inventory

Real-Time Information

EDI systems claim to provide real-time inventory levels. Unfortunately,  this is
not always true since EDI systems send  information  in large batches  providing
obsolete information.  Through continuous data flow, e-Logic provides users with
real-time access to availability of product, pending orders and back orders.

The  e-Logic  Inventory  module does not have to be  installed  or placed in any
location.  Through any Internet connection,  all distribution  stations,  branch
offices,  customer service representatives,  sales teams and independent brokers
can now view all information through one application.

Interfacing with the Order Entry module,  the Inventory module provides customer
service,   sales  people  and  independent   broker's  with  instant  access  to
availability and gives management the tools needed for product / sale forecasts.


                                       11
<PAGE>

Multiple Level Inventory Management

Real-time inventory  management allows the user to view inventory at a number of
levels:   product   number,   product  name,   warehouse  and  location   within
warehouse(s).

Inbound / Outbound Tracking

The Inbound and Outbound  Tracking module allows users to track product movement
for both the receiving and sending end. The I/O Tracking module allows users and
related   people  to  get  instant   notification   on   designated   points  of
transportation.  This reduces the time and expense  associated with  traditional
tracking done via telephone, fax, and paper.

Financial Reporting

e-Logic  produces  detailed  financial  reports needed to manage a business.  It
quickly identifies targets to focus on to yield "higher impact results." This is
crucial in determining  customer or product level profitably.  Through the Order
Entry and I/O Tracking modules,  e-Logic provides related financial  information
to aid  management in achieving  targeted  profit  margins and  monitoring  your
customer base.

We will continue to develop the e-Logic  platform and apply that platform to our
acquisitions.  We plan on licensing this system for $12,500 per installation and
we plan on charging a monthly  maintenance fee of $250 - $1,000,  based upon the
number  of  transactions  processed.  In  comparison  to other  products  in the
marketplace,  our product should be  competitive.  To-date,  we have not sold or
licensed our e-Logic platform as we are continuing to develop its capabilities.

The e-Logic system will be used to integrate the recycling  facilities to enable
real-time management of inventory and processing. We believe this will give us a
tremendous advantage over other companies in the marketplace.

EMPLOYEES

As of  April  13,  2001,  we  employed  6  persons,  all of whom  are  full-time
employees,  including  three  executive  officers.  Our employment  reflects our
outsourcing of manufacturing  and the  establishment  of strategic  partnerships
that allows us to minimize staffing.  We believe that we have good relationships
with our employees. None of our employees belong to a labor union.


ITEM 2. DESCRIPTION OF PROPERTY

We lease approximately  2,000 square feet of space at 141 N. Main Street,  Suite
207,  West Bend,  Wisconsin,  53095,  which is currently  used for our principal
executive  offices.  The lease for the offices expires on December 31, 2001. The
monthly rent for the offices is approximately  $1,000.00. We are also opening an
office in New Jersey.

                                       12
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS.

LEGAL PROCEEDINGS

There is no pending  litigation  case,  only threatened  litigation  against the
company from MHA, the company's past web site host and e-commerce  provider that
terminated  the  company's  TOYPOP  website  and  refused to provide  additional
e-commerce  support  services.  This dispute  involves a claim that we failed to
timely pay for past services  rendered.  However,  there is no executed  written
contract  between the parties.  Also,  MHA is refusing to turn over the HTML web
pages that comprise our TOYPOP web site. MHA has also asserted certain copyright
infringement  and trade  secret  misappropriation  claims.  No lawsuit  has been
filed,  merely an exchange of letters between respective  counsel. If necessary,
and if  litigation  is  instituted,  we plan to  vigorously  defend  and  assert
substantial   counterclaims.   The  likelihood  of  an  unfavorable  outcome  is
impossible  to assess at this time.  The  maximum  potential  loss to us is also
impossible to assess at this time.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of stockholders during fiscal year 2000.


                                     PART II

ITEM 5. MARKET VALUE
Our Common  Stock is listed and traded on NASDAQ OTC  Bulletin  Board  under the
symbol UPSD.  Manhattan Transfer Registrar Company of Lake Ronkonkoma,  New York
is the transfer  agent and registrar for our Common Stock.  The following  table
sets forth for the periods  indicated the high and low sale prices for shares of
the Common Stock as reported on the OTC. These quotations  reflect  inter-dealer
prices, without retail mark-up,  mark-down or commission,  and may not represent
actual transactions.

                                            High                       Low
                  1998                      ----                       ---

         First Quarter                      3                          1
         Second Quarter                     2 5/8                      9/16
         Third Quarter                      2 1/16                     7/8
         Fourth Quarter                     11/2                       5/32

                  1999
         First Quarter                      3 1/4                      1/8
         Second Quarter                     1 3/4                      13/16
         Third Quarter                      1 3/4                      5/8
         Fourth Quarter                     7/8                        11/16

                  2000
         First Quarter                      1/2                        15/32
         Second Quarter                     17/32                      7/16
         Third Quarter                      1/4                        1/4
         Fourth Quarter                     1/16                       1/16

                                       13
<PAGE>


     (1)  Our Common Stock began trading on approximately  March 11, 1997. There
          is no trading market for our warrants.

As of December 31, 2000, there were  approximately 180 holders of record for our
common stock. However, the Company' management believes that approximately 3,088
of shareholder's  beneficially own the Company's Common Stock as of December 31,
2000


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Statement contains  forward-looking  statements.  The words  "anticipated,"
"believe,"  "expect," "plan," "intend," "seek,"  "estimate,"  "project," "will,"
"could," "may" and similar expressions are intended to identify  forward-looking
statements. These statements include, among others, information regarding future
operations,   future  capital  expenditures  and  future  net  cash  flow.  Such
statements reflect our current views with respect to future events and financial
performance and involve risks and uncertainties,  including, without limitation,
general economic and business conditions,  changes in foreign, political, social
and economic conditions, regulatory initiatives and compliance with governmental
regulations,  the ability to achieve  further market  penetration and additional
customers,  and various  other  matters,  many of which are beyond our  control,
including, without limitation, the risks described under the caption "Business."
Should one or more of these risks or uncertainties  occur, or should  underlying
assumptions  prove to be  incorrect,  actual  results  may vary  materially  and
adversely from those anticipated,  believed,  estimated, or otherwise indicated.
Consequently,  all of the  forward-looking  statements  made in this  filing are
qualified by these  cautionary  statements  and there can be no assurance of the
actual results or developments.


GENERAL

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

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

In May 1999, Alottafun!  joint ventured with E-Commerce Fulfillment,  LLC. which
contracted with M.W Kasch,  an independent  U.S. toy  distributor,  to launch an
e-commerce Internet portal called TOYPOP.COM.  The Joint venture was owned 33.3%
by E-Commerce  Fulfillment and 67.7% by Alottafun!,  Inc. E-Commerce Fulfillment
(ECF) was a wholly owned by Jeffrey C. Kasch,  President of M.W.  Kasch Company.
On  February  28,  2000,  the  M.  W.  Kasch  and us  agreed  to  terminate  our
relationship and thereupon,  M.W. Kasch Co. gave notice that effective March 28,
2000 our agreement with them was terminated.

                                       14
<PAGE>


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

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

We have sustained  significant  operating losses since inception resulting in an
accumulated deficit of approximately $7,100,000 at December 31, 2000.

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

In January  2001, we signed  letters of intent to acquire  three tire  recycling
companies  and a  logistics  company,  allowing  us  to  expand  our  technology
expertise into a fast growth industry.

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


RESULTS OF OPERATIONS

Year ended December 31, 2000 compared to year ended December 31, 1999

Revenues

Total  revenues  for 2000 were  $144,822  compared to $128,844  for 1999,  which
represents a increase of $15,978,  or 12%. The increase was primarily the result
of higher sales relating to our logistic product supply business. We focused our
efforts  primarily  on  expanding  into the  warehousing  logistic  industry and
decreased our focus on toy and candy sales.  There was no contribution  from the
Mother Hubbard product line during 2000.


                                       15
<PAGE>


Cost of Sales

Cost of sales for 2000  increased  $48,522 or 49.1% to $147,190  from $98,669 in
1999.  Cost of sales as a percentage  of sales  increased  from 53% to 102% from
1999 to 2000.  This  increase  was the  result of lack of  margins  realized  on
logistic services as compared to the sale of our toy products in the prior year.
Our lack of gross  margins  in 2000  are the  result  of  higher  than  expected
logistics  costs  incurred.  During the year ended December 31, 2000,  logistics
costs were  approximately  $138,000.  There was no comparable  cost in the prior
year.

Selling, General and Administrative Expenses

For the year ended December 31, 2000, total selling,  general and administrative
expenses ("S, G & A") were $2,167,645 as compared to $1,278,780, for 1999, a 70%
increase.  This  increase is  attributed  to  additional  expenses of  personnel
compensation,  consultant fees and investor relation expenses  incurred.,  which
increased by  approximately  $96,000.  These higher  expenses were paid with our
common  stock.  In  addition,  we incurred  charges of  $455,400  related to the
write-off of warrants issued as deferred financing costs.

Interest Expense

Interest expense decreased 69%, or $173,031 to $80,154 for 2000 from $253,187 in
1999. This decrease in interest expense is attributed to the substantial  charge
for issuance of warrants at par value, a significant discount to the then market
price  of the  common  stock,  as part of the  funding  of  $400,000  through  a
convertible debenture in 1999.

Loss on disposal of impaired assets

During  2000,  we  experienced  a loss from a write-off  of fixed  assets in the
amount of $130,392 that were no longer being used in our  business.  These items
consisted of dies, films, molds,  trademarks,  and packaging design costs. These
assets  were  adjusted  because of  impairment  associated  with our  ability to
generate future cash flows from our toy business. These assets were adjusted for
impairment in the year ended December 31, 2000 and there were no similar charges
during the prior 1999 year.

Other expenses

During 2000 we realized a gain of $5,347 from  trading  securities  while in the
prior year we experienced losses of $271,686 from securities trading activities.
The company  discontinued  securities  trading in early 2000 after  experiencing
substantial losses.

Net Loss

The net loss and the net loss per  share  were  $2,344,387  and  $0.18 per share
respectively,  for  2000,  as  compared  to a net loss and net loss per share of
$1,816,158 and $0.23 per share respectively,  for 1999. During 2000, there was a
benefit from the  forgiveness of debt of $74,352,  or $0.01 per share.  In 1999,
there was also a benefit of $28,018  and $0.01 per share.  The loss in 2000 over
1999 was an increase of $8,562 over the  previous  year.  The loss per share was
about 22% less than the  previous  year as more  shares of our common  stock was
outstanding.  For 2000, there were 16,360,437 shares of common stock outstanding
at year end as compared to 3,808,033  shares  outstanding at the year end 1999..
This represents more than a fourfold increase in shares outstanding in 2000 over
the previous year.

                                       16
<PAGE>

Year ended December 31, 1999 compared to year ended December 31, 1998

Revenues

Total revenues for the period ended December 31, 1999 were $128,844  compared to
$37,429 for the same period in 1998,  which represents an increase of $91,415 or
244%. The increase was the result of increased sales of our Hearthside Treasures
toy product lines.

Cost of Sales

Cost of sales for the year ended December 31, 1999 increased  $70,126 or 245% to
$98,669 from  $28,543 in the same period in 1998.  Cost of sales as a percentage
of sales  remained  the same at 77% in 1999 as compared to 1998.  We expect that
improvement  in gross  profit  margins  will occur  during  2000 as we  increase
revenues.

Selling, General and Administrative Expenses

For the year ended December 31, 1999, total selling,  general and administrative
expenses  ("S, G & A") were  $1,278,780  as compared to  $454,127,  for the same
period of 1998,  a 181%  increase.  Within SG & A,  selling  expenses  amount to
$204,809  for the year ended 1999 as compared  to $66,886 for the prior year,  a
206% increase amounting to $137,923. General and administrative expense amounted
to $1,073,971  in 1999 as compared to $387,241 in the prior year.  This increase
amounted to $686,730,  or a 177% increase over the prior year.  These  increases
are  attributed to the  additional  expense  included  legal expense of $80,719,
consulting  fees of  $324,855,  officer  salaries of $129,231 and other wages of
$72,500.  Salaries,  wages and  consulting  fees included  payments using common
stock. In addition, development expenses associated with our Toypop.com Internet
site increased $235,144 during the year ended December 31, 1999.

Other Expenses

We incurred  losses on the sale of  securities  for the year ended  December 31,
1999 in the amount of $271,686  that included  unrealized  losses of $110,558 as
compared to a $35,507  securities  trading loss for the year ended  December 31,
1998.  This  increase in loss  amounted to $236,179 for 1999 over 1998.  We have
discontinued  investing in securities and presently  deposit any operating funds
in money market accounts that bear no speculative risks.

Interest Expense

Interest  expense  decreased  14%,  or  $41,709 to  $253,187  for the year ended
December 31, 1999 from  $294,896 for 1998.  This decrease is  attributable  to a
reduction in convertible debt because of conversion into common stock.

Net Loss

The net  loss  and the net  loss  per  share  before  extraordinary  items  were
$1,844,176  and $0.24 per share  respectively,  for the year ended  December 31,
1999, as compared to a net loss and net loss per share of $789,620 and $0.31 per


                                       17
<PAGE>

share  respectively,  for 1998. This loss was an increase of $1,054,556 or 134%,
over the previous year. During 1999, there was an extraordinary  gain of $28,018
attributed to the forgiveness of a debt. There was no similar extraordinary item
in 1998.  The net loss and the net loss per share were  $1,816,176 and $0.23 per
share  respectively,  for the year ended December 31, 1999, as compared to a net
loss and net loss per share of $789,620  and $0.31 per share  respectively,  for
1998.

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 year  ended  December  31 2000,  the  Company  received
$731,899 as equity  investments  for the issuance of 4,827,833  shares of common
stock.  These  funds were used for working  capital  purposes.  In addition  the
company  borrowed  $165,000 in the form of notes  payable and  convertible  debt
during the year ended December 31, 2000.

Net cash used in operating  activities  for the year ended December 31, 2000 was
$803,828  compared to net cash used of $687,039 for the year ended  December 31,
1999.  This  increase in cash used by operating  activities  is primarily due to
increased operating losses in the year ended December 31, 2000.

Cash used in investing  activities for the year ended December 31, 2000 and 1999
was $76,411 and $387,127,  respectively.  We acquired  equipment and  intangible
assets of  $81,758  during the year  ended  December  31,  2000 as  compared  to
$115,441 in the prior year ago period.

Cash provided by financing  activities  for the year ended December 31, 2000 was
$875,460 as compared to cash  provided by financing  activities  of $668,362 for
the year ended December 31, 1999.  During the recent period,  the Company issued
common stock that  generated  proceeds of $731,899 and notes payable of $165,000
to provide  working  capital and to support its'  expenditures.  In the year ago
period, we received note proceeds of $693,851 from the issuance of common stock.

As of December  31,  2000,  the Company  had a net  working  capital  deficit of
$632,757.  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.

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

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

                                       18
<PAGE>

SEASONALITY AND FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

There are no significant seasonal factors that result in revenue and sales being
concentrated  in any quarter within the scrap tire recycling  business.  When we
were  engaged  in the toy  industry,  the last half of the  calendar  year would
provide a significant portion of sales.


INFLATION

Inflation has not proven to be a factor in our business  since our inception and
is not  expected to have a material  impact on our  business in the  foreseeable
future.


Swartz Agreement

On June 4, 1999, we entered into an  Investment  Agreement  with Swartz  Private
Equity,  LLC.("Swartz").  The Investment Agreement entitles us to issue and sell
our common  stock for up to an aggregate of $20 million from time to time during
a three-year period through June 3, 2002 subject to certain conditions.  This is
also  referred  to as a put right.  The Common  Stock was to be  registered  for
resale in a Form S-1 registration statement.

In partial consideration of the equity line commitment,  we issued to Swartz, or
its designee,  warrants to purchase  450,000  shares of our common  stock.  Each
warrant is exercisable at $1.00625. 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. These warrants were valued at
$162,643  and are also  recorded as deferred  financing  costs in the  financial
statements. No shares of our common stock were issued under this agreement as of
December 31, 2000.

This  agreement  was  terminated on February 7, 2000 pursuant to an Agreement of
Waiver.  Swartz and  affiliates  retained all 700,000  shares of their  warrants
pursuant  to this  agreement.  We incurred  charges of  $455,400  related to the
write-off of these warrants issued as deferred financing costs in the year ended
December 31, 2000.


ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information required by Item 7 appears at page F-1, which appears after
this page.



ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

     None.


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


Because we are a small company,  we are currently  dependent on the efforts of a
limited number of management  personnel.  We believe that, given the development
stage of our  business and the large  amount of  responsibility  being placed on


                                       19
<PAGE>

each member of our  management  team,  the loss of the services of any member of
this team at the  present  time  would  harm our  business.  Each  member of our
management  team  supervises  the  operation  and growth of one or more integral
parts of our business.

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth certain  information  with respect to each person
who is a director or an executive officer of the Company as of April 16, 2001.


         NAME                       AGE               POSITION
         ----                       ---               --------

         Michael Porter             47      Chairman of the Board of Directors
                                             Chief Executive Officer
         David Bezalel              49      Chief Operating Officer, Vice
                                             President Of Marketing and Director
         Peter Paril                56      President, Director


Executive  officers are elected by the Board of Directors  and serve until their
successors are duly elected and qualify, subject to earlier removal by the Board
of Directors.  Directors  are elected at the annual  meeting of  shareholder  to
serve for their term and until their respective  successors are duly elected and
qualify, or until their earlier resignation,  removal from office, or death. The
remaining  directors  may fill any  vacancy  in the  Board of  Directors  for an
unexpired term.



BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS AND DIRECTORS



Michael Porter, Chief Executive Officer of Alottafun!,  Inc. Founded the company
in 1993.  From 1985 through 1993, Mr. Porter  co-founded and served as President
and Chief  Executive  Officer of  Everything's  a $1.00,  a one-price  close out
variety   store.   Mr.  Porter  served  as  Executive   Vice  President  of  its
international  operations.  Prior to his involvement with  Everything's a $1.00,
Mr. Porter practiced law in the State of Virginia.

David Bezalel, Chief Operating Officer, joined the company in May 1997. In 1991,
he founded and currently serves as President of Ideaforce, Inc. an international
premium and  incentive  marketing  company.  Mr.  Bezalel  also  formed  Dmooyat
Character  Licensing in Israel in 1992,  which licenses  cartoon  characters and
entertainment   characters.   He  founded  and  served  as   President   of  Lev
International  Promoters,  Inc. from 1989 through 1991.  From 1990 through 1991,
Mr. Bezalel worked for General Motors.

Peter Paril, President. Mr. Paril was formerly Senior Vice-President,  Marketing
and Sales of the Fruit and Flavors  Division of Beatrice Foods. He has extensive
experience in developing  and managing  various  businesses.  In 1989 he started
Recyclers  International,  the first  complete  tire  recycling  business in New
Jersey.  The  facility  was able to collect and recycle  10,000 tires a day. The
company was sold to Sumitomo  Corporation  in 1997, and since then Mr. Paril has
been involved in the sale and marketing of crumb rubber.

Gerald Couture resigned as Vice President,  Chief Financial Officer and Director
on February 22, 2001, as part of the plan to restructure  the management team of
the company.

                                       20
<PAGE>


ITEM 10: EXECUTIVE COMPENSATION

     The  information  required by this item is incorporated by reference to the
     definitive  proxy  statement  to be filed  by the  Company  for the  Annual
     Meeting of Stockholders to be held on August 31, 2001.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  information  required by this item is incorporated by reference to the
     definitive  proxy  statement  to be filed  by the  Company  for the  Annual
     Meeting of Stockholders to be held on August 31, 2001.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required by this item is incorporated by reference to the
     definitive  proxy  statement  to be filed  by the  Company  for the  Annual
     Meeting of Stockholders to be held on August 31, 2001.


                                       21
<PAGE>

                                     PART IV



ITEM 13. EXHIBITS,  CONSOLIDATED FINANCIAL STATEMENTS,  SCHEDULES AND REPORTS ON
FORM 8-K.

     (a)  The following documents are filed as part of this report:

     (1)(2) CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.

     A list  of the  Consolidated  Financial  Statements  filed  as part of this
     Report is set forth in Item 8 and appears at Page F-1 of this Report; which
     list is incorporated herein by reference. The Financial Statement Schedules
     and the Report of Independent Auditors as to Schedules follow the Exhibits.

     (a)(3) EXHIBITS.


All of the items below are incorporated by reference to the Registrant's General
Form 10SB and amendments for Registration of Securities as previously filed.

                       EXHIBITS AND SEC REFERENCE NUMBERS
<TABLE>
<CAPTION>

       Number                      Title of Document
       ------                      -----------------
<S>  <C>                   <C>
     2(a)                        Certificate of Incorporation (2)
     2(b)                        Plan of Merger (2)
     2(c)                        Agreement and Plan of Merger (2)
     2(d)                        Certificate of Merger (2)
     2(e)                        Amendment to Certificate of Incorporation to Increase
                                   Authorized Shares (2)
     2(f)                        ByLaws (2)
     3(a)                        Amended and Restated Certificate of Designation, Preferences
                                   and Rights of Preferred Stock (2)
     3(b)                        Convertible Debenture Agreement by and between
                                 Alottafun! and Lampton, Inc. and GEM Management
                                 Limited dated December 8, 1998 (2)
     3(c)                        2% Convertible Debenture (2)
     3(d)                        Warrant to Purchase Common Stock (2)
     3(e)                        Escrow Agreement (2)
     3(f)                        Preferred Shareholder Agreement (2)
     6(a)                        Agreement by and between Michael Porter and Brian
                                   Henke. (2)
     6(b)                        Employment Contract with Michael Porter dated 1/22/99 (2)
     6(c)                        Employment Contract with David Bezalel dated  1/22/99 (2)
     6(d)                        Employment Contract with Gerald Couture dated 1/22/99 (2)
     6(e)                        Amended Investment Agreement by and between
                                 Alottafun! and Swartz Private Equity, LLC dated June
                                  3, 1999. (4)
</TABLE>


                                       22
<PAGE>

<TABLE>
<S>  <C>                   <C>
     6(f)                        Amended Registration Rights Agreement by and between
                                 Alottafun! and Swartz Private Equity, LLC dated June
                                   3, 1999 (2)
     6(g)                        Stock Option Plan of Alottafun! dated May 1999 (3)
                                 Joint Venture Agreement by and between Alottafun! and
     6(h)                        E-Commerce Fulfillment, L.L.C. dated May 17, 1999 (3)
     6(i)                        Agreement of Waiver by and between Alottafun! And
                                 Swartz Private Equity, LLC dated February 7, 2000 (1)


</TABLE>


(1)      Filed Herewith.
(2)      Filed as exhibits to Form 10-SB filed on June 9, 1999.
(3)      Filed as exhibits to Form 10-SB/A filed on September 21, 1999
(4)      Filed as exhibits to Form 10-SB/A filed on November 2, 1999

(b)      Reports on Form 8-K


                                       23
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



Date:   April 16, 2001            By: /s/ Michael Porter
                                  -------------------------
                                  Michael Porter
                                  Chief Executive Officer, Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.


          DATE                                        SIGNATURE /  TITLE
          ----                                        ------------------

Dated:   April 16, 2001           By: /s/ Michael Porter
                                  --------------------------------------
                                  Michael Porter
                                  Chief Executive Officer, Chairman of the Board

Dated:   April 16, 2001           By: /s/ David Bezalel
                                  --------------------------------------
                                  David Bezalel
                                  Executive Vice President, Director

Dated:   April 16, 2001           By: /s/ Peter Paril
                                  --------------------------------------
                                  Peter Paril
                                  President, Director


                                       24
<PAGE>


                              Financial Statements

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

                     Years Ended December 31, 2000 and 1999
                          Independent Auditors' Report


<PAGE>



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

                              Financial Statements

                     Years Ended December 31, 2000 and 1999


                                    Contents



Independent Auditors' Report on Financial Statements.........................F-1

Financial Statements:

    Balance Sheet............................................................F-2
    Statements of Operations.................................................F-3
    Statements of Changes in Stockholders' Deficit.....................F-4 - F-5
    Statements of Cash Flows...........................................F-6 - F-7
    Notes to Financial Statements.....................................F-8 - F-20



<PAGE>

                          Independent Auditors' Report



Board of Directors
Upside Development, Inc.
    (f/k/a Alottafun!, Inc.)
West Bend, Wisconsin


We have  audited the  accompanying  balance  sheet of Upside  Development,  Inc.
(f/k/a Alottafun!, Inc.), hereinafter referred to as the Company, as of December
31, 2000 and the related  statements  of  operations,  changes in  stockholders'
deficit,  and cash flows for the years ended  December 31, 2000 and 1999.  These
financial  statements are the  responsibility  of the management of the Company.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  These  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as of December 31,
2000 and the  results of its  operations  and its cash flows for the years ended
December 31, 2000 and 1999 in conformity  with accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  As more fully  discussed in Note 2 to
the financial  statements,  the Company has sustained  substantial  losses since
inception that total approximately $7,060,000 and has used cash in operations of
approximately  $804,000 and  $687,000 for the years ended  December 31, 2000 and
1999, respectively.  The Company also has a negative working capital of $633,000
at December 31, 2000,  negative net worth of approximately  $799,000 at December
31, 2000, and is currently in default on approximately $80,000 of notes payable.
Additionally,  the Company has not had  significant  revenues  over the past two
years.  These  issues raise  substantial  doubt about the  Company's  ability 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 financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.




Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
April 11, 2001



                                      F-1
<PAGE>

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

                                  Balance Sheet

                                December 31, 2000




Assets
Current assets:
    Cash                                                        $          531
    Accounts receivable                                                 13,594
    Inventory                                                              593
                                                                --------------
Total current assets                                                    14,718

Property and equipment, net of  accumulated depreciation                19,123

Other assets                                                            31,731
                                                                --------------


                                                                $       65,572
                                                                ==============

Liabilities and Stockholders' Deficit
Current liabilities:
    Bank overdrafts                                             $        9,210
    Notes payable, net of discounts                                     81,500
    Accounts payable                                                   364,040
    Accrued expenses                                                   192,725
                                                                --------------
Total current liabilities                                              647,475
                                                                --------------

Long-term liabilities:
    Accounts payable and accrued expenses                              158,158
    Notes payable                                                       59,407
                                                                --------------
Total long-term liabilities                                            217,565
                                                                --------------

Stockholders' deficit:
    Preferred stock; par value of $.0001 per share;
        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;
        16,360,437 shares issued and outstanding                       163,604
    Additional paid-in capital                                       6,270,387
    Accumulated deficit                                             (7,059,784)
                                                                --------------
                                                                      (625,593)
    Prepaid consulting                                                 (50,375)
    Stock subscription receivable                                     (123,500)
                                                                --------------
Total stockholders' deficit                                           (799,468)
                                                                --------------


                                                                $       65,572
                                                                ==============

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

                                      F-2
<PAGE>



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

                            Statements of Operations


<TABLE>
<CAPTION>


                                                                                       Year Ended December 31,
                                                                                 ----------------------------------
                                                                                       2000               1999

<S>                                                                              <C>                <C>
Sales, net of allowance and discounts                                            $      144,822     $       128,844

Cost of sales                                                                           147,190              98,669
                                                                                 ----------------------------------

Gross (loss) profit                                                                      (2,368)             30,175
                                                                                 ----------------------------------

Operating expenses:
    Selling                                                                             102,688             204,809
    General and administrative                                                        2,064,957           1,073,971
    Depreciation and amortization                                                        43,927              51,801
    Loss on impairment of assets                                                        130,392
                                                                                 ----------------------------------
                                                                                      2,341,964           1,330,581
                                                                                 ----------------------------------

Loss from operations                                                                 (2,344,332)         (1,300,406)
                                                                                 ----------------------------------

Other income (expense):
    Net realized gain (loss) on sale of securities, trading                               5,347            (161,128)
    Net unrealized loss on trading securities                                                              (110,558)
    Interest expense                                                                    (80,154)           (253,187)
    Other expense                                                                                           (18,897)
                                                                                 ----------------------------------
Total other income (expense)                                                            (74,807)           (543,770)
                                                                                 ----------------------------------

Net loss before extraordinary gain                                                   (2,419,139)         (1,844,176)

Extraordinary gain on forgiveness of debt                                                74,752              28,018
                                                                                 ----------------------------------

Net loss                                                                         $   (2,344,387)    $    (1,816,158)
                                                                                 ==================================

Loss per common share:
    Loss before extraordinary gain                                                        $(.19)              $(.24)
    Extraordinary gain                                                                      .01                 .01
                                                                                 ----------------------------------
Net loss per common share                                                                 $(.18)              $(.23)
                                                                                 ==================================

</TABLE>


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

                                      F-3
<PAGE>



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

                 Statements of Changes in Stockholders' Deficit

                     Years Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>


                                                          Preferred Stock                  Common Stock
                                                      ------------------------     --------------------------------
                                                                       $.0001                        $.01
                                                         Shares          Par           Shares         Par
                                                         Issued         Value          Issued        Value
                                                      -------------------------------------------------------------

<S>                                                  <C>           <C>               <C>            <C>
Balance, December 31, 1998                                                               3,808,033     $     38,080

Stock issued for subscription and debt                                                     249,007            2,490

Issuance of common stock for services                                                      621,700            6,217

Issuance of preferred stock for services                 2,000,000     $   200

Issuance of common stock for cash                                                        1,100,100           11,002

Issuance of common stock from
    conversion of debentures and interest                                                3,250,621           32,506

Conversion of mandatorily redeemable
    equity instruments                                                                       4,643               46

Intrinsic value of conversion feature on
    detachable warrants

Retirement of treasury stock

Net loss for year
                                                      -------------------------------------------------------------

Balance, December 31, 1999                               2,000,000         200           9,034,104           90,341


</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>


   Additional                                            Prepaid           Stock          Deferred
   Paid-In             Accumulated         Treasury      Consulting     Subscription      Financing
   Capital               Deficit            Stock        Services         Receivable      Costs                  Total
--------------------------------------------------------------------------------------------------------------------------

<S>               <C>                 <C>              <C>             <C>                <C>              <C>
$    2,875,905    $    (2,899,239)    $   (67,888)                                                          $     (53,142)

       146,111                                                         $      (123,500)                            25,101

       307,288                                                                                                    313,505

                                                                                                                      200

       682,849                                                                                                    693,851


       328,655                                                                                                    361,161


        22,668                                                                                                     22,714


       455,400                                                                            $    (455,400)

       (67,888)                            67,888

                       (1,816,158)                                                                             (1,816,158)
-------------------------------------------------------------------------------------------------------------------------

     4,750,988         (4,715,397)              0                             (123,500)        (455,400)         (452,768)


</TABLE>


                                      F-4
<PAGE>



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

                 Statements of Changes in Stockholders' Deficit

                     Years Ended December 31, 2000 and 1999



<TABLE>
<CAPTION>

                                                          Preferred Stock                  Common Stock
                                                      ------------------------     --------------------------------
                                                                        $.0001                               $.01
                                                         Shares           Par         Shares                 Par
                                                         Issued         Value         Issued                 Value
                                                      -------------------------------------------------------------

<S>                                                 <C>               <C>           <C>                 <C>
Balance, December 31, 1999                               2,000,000         200           9,034,104           90,341

Issuance of common stock for cash, net
    of offering costs of $1,226,830                                                      4,827,833           48,278

Issuance of common stock and stock
    options for services                                                                 1,498,500           14,985

Stock issued to settle debt                                                                400,000            4,000

Intrinsic value of conversion feature
    on convertible debt

Issuance of common stock to settle contract
    requiring liquidating damages                                                          500,000            5,000

Issuance of common stock as deposit on
    acquisition                                                                            100,000            1,000

Write-off of deferred financing costs

Net loss for year
                                                      -------------------------------------------------------------

Balance, December 31, 2000                               2,000,000     $   200          16,360,437     $    163,604
                                                      =============================================================

</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>

     Additional                                          Prepaid               Stock          Deferred
       Paid-In        Accumulated         Treasury     Consulting           Subscription      Financing
       Capital          Deficit             Stock        Services            Receivable       Costs               Total
----------------------------------------------------------------------------------------------------------------------------

<S>                 <C>                      <C>    <C>                 <C>              <C>               <C>
     4,750,988         (4,715,397)              0                             (123,500)        (455,400)         (452,768)


       683,621                                                                                                    731,899


       608,278                                       $     (50,375)                                               572,888

        11,000                                                                                                     15,000


       130,000                                                                                                    130,000


        25,000                                                                                                     30,000


        61,500                                                                                                     62,500

                                                                                                455,400           455,400

                       (2,344,387)                                                                             (2,344,387)
-------------------------------------------------------------------------------------------------------------------------

$    6,270,387    $    (7,059,784)    $         0    $     (50,375)    $      (123,500)   $           0    $     (799,468)
=========================================================================================================================
</TABLE>



                                      F-5
<PAGE>



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

                            Statements of Cash Flows

<TABLE>
<CAPTION>




                                                                                        Year Ended December 31,
                                                                                   --------------------------------
                                                                                         2000              1999
                                                                                   --------------------------------
<S>                                                                             <C>                  <C>
Operating activities
    Net loss                                                                       $  (2,344,387)      $ (1,816,158)
                                                                                   --------------------------------
    Adjustments to reconcile net loss to net cash used
        by operating activities:
           Depreciation and amortization                                                  43,927             51,801
           Loss on impairment of assets                                                  130,392
           (Gain) loss on sale of marketable securities                                   (5,347)           161,128
           Unrealized gain on marketable securities                                                         110,558
           Interest on conversion of convertible debentures                                                 192,043
           Amortization of discount on note payable                                       20,000
           Write-off of deferred finance costs                                           455,400
           Write-off of deposit                                                           62,500
           Preferred stock issued for services                                                                  200
           Common stock and options issued for services and
               liquidating damages                                                       602,888            313,505
           Loss on disposal of assets                                                                        20,626
           (Increase) decrease in:
               Accounts receivable                                                       (10,909)            (2,685)
               Inventory                                                                    (593)             4,914
               Other assets                                                              (37,975)             3,204
               Deposits                                                                                      19,450
           Increase in:
               Accounts payable                                                          177,755            226,007
               Accrued expenses                                                          102,521             28,368
                                                                                   --------------------------------
    Total adjustments                                                                  1,540,559          1,129,119
                                                                                   --------------------------------
    Net cash used by operating activities                                               (803,828)          (687,039)
                                                                                   --------------------------------

Investing activities
    Acquisition of equipment and intangible assets                                       (81,758)          (115,441)
    Proceeds from sale of marketable securities                                            5,347          6,466,046
    Purchase of marketable securities                                                                    (6,737,732)
                                                                                   --------------------------------
    Net cash used by investing activities                                                (76,411)          (387,127)
                                                                                   --------------------------------

Financing activities
    Bank overdraft                                                                         9,210
    Proceeds from common stock and related paid-in capital                               731,899            693,851
    Proceeds from issuance of notes payable and convertible debt                         165,000
    Net payments on credit lines                                                         (30,000)
    Principal reductions of long-term debt                                                  (649)           (25,489)
                                                                                   --------------------------------
    Net cash provided by financing activities                                            875,460            668,362
                                                                                   --------------------------------

Net decrease in cash                                                                      (4,779)          (405,804)

Cash at beginning of year                                                                  5,310            411,114
                                                                                   --------------------------------

Cash at end of year                                                                $         531       $      5,310
                                                                                   ================================
</TABLE>


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


                                      F-6
<PAGE>



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

                            Statements of Cash Flows


<TABLE>
<CAPTION>



                                                                                        Year Ended December 31,
                                                                                    -------------------------------
                                                                                          2000               1999
                                                                                    -------------------------------
<S>                                                                                 <C>               <C>
Supplemental disclosures of cash flow information
    and noncash financing activities
        Cash paid during the year for interest                                      $      9,748       $     30,494
                                                                                    ===============================

</TABLE>

    The Company issued approximately  $400,000 in convertible debentures in 1998
    that were convertible  into common stock.  The Company recorded  interest of
    approximately  $223,500 to reflect  the  intrinsic  value of the  conversion
    feature of these  debentures.  In December  1998,  $40,000 of the debentures
    were  converted  into 269,590  shares of common stock.  During  December 31,
    1999, $361,161 of the balance of the debentures was converted into 3,250,621
    shares of common stock.

    In connection with the convertible debentures, the Company issued detachable
    stock warrants to acquire 411,000 shares of common stock valued at $217,420,
    which  was  recorded  as  other  intangible  assets.  The  Company  used the
    Black-Scholes  pricing model to value these warrants.  These debentures were
    converted in December 1999 and the intangible asset fully amortized.

    In 2000,  the Company  issued  $150,000  in a  convertible  note,  which was
    discounted $130,000 to reflect the intrinsic value of the conversion feature
    of this  note.  The  Company  recorded  interest  of  $20,000 as part of the
    amortization  of the discount.  In relation to this note, the Company issued
    500,000  shares of common stock valued at $30,000 to the note holder.  These
    shares were issued as a penalty for not filing a registration statement with
    the Securities and Exchange Commission.

    During 2000, the Company  issued  1,498,500  shares and 100,000  options for
    services valued at $623,763. Additionally, the Company issued 100,000 shares
    of common  stock  valued at  $62,500  as a deposit  on an  acquisition.  The
    acquisition  was not  completed  and the deposit was written off at December
    31, 2000.

    During  1999,  the  Company  issued  249,007  shares  of  common  stock  for
    satisfaction  of a note payable  totaling  $25,101 and a stock  subscription
    totaling  $123,500 to a  stockholder  of the Company.  In 2000,  the Company
    issued  400,000  shares of common  stock in  satisfaction  of a note payable
    totaling $15,000.

    In connection with the equity line  commitment,  the Company issued warrants
    to purchase  700,000  shares of common  stock in 1999.  The Company used the
    Black-Scholes  pricing  model to value the  options,  which  were  valued at
    $455,400. This intrinsic value has been recorded as capital in excess of par
    value.  On February 7, 2000, the equity line was terminated and the $455,400
    was written off to expense.



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

                                      F-7
<PAGE>

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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999


1.      Background Information and Subsequent Events

Upside  Development,  Inc.  (the  "Company")  was  incorporated  in the state of
Wisconsin on August 2, 1993,  and  effectively  re-incorporated  in the state of
Delaware on September 17, 1998 by merging the Wisconsin corporation into a newly
created Delaware corporation.  The Company headquarters is located in West Bend,
Wisconsin.

In February 2001, the Company changed its corporate name to Upside  Development,
Inc. from Alottafun!, Inc.

Initially,  the Company operated as an assembler of toy and candy packages.  Its
customers  were  retailers and  distributors  located  primarily  throughout the
mid-eastern United States.

In 1997,  the Company  ceased its assembly  operations  and changed its focus to
distribution  of toys and candy  packages.  Starting  in late 1998,  the Company
again  shifted its focus,  this time  towards  becoming a toy  manufacturer  and
marketer with a more extensive toy line.  Included in this line are tea and cook
sets,  housekeeping  toys,  games and puzzles,  purses,  and ride-on  cars.  The
Company plans to distribute  the product line through toy retailers and over the
Internet.  Due to the lack of  financial  resources  and the ability to generate
future cash flows,  the Company  deemed the assets to  manufacture  the toy line
impaired and recorded an impairment loss of $130,392 at December 31, 2000.

The Company has past experience with the assembly of candy products.  During the
year ended December 31, 2000,  the Company  entered into an agreement to package
and distribute candy products for several vendors. These products were processed
in  warehouses  located in  Wisconsin  and North  Carolina.  The North  Carolina
operations were closed in December 2000.

During 2000,  the Company  issued a  convertible  note to Clay Realty.  Per this
note, the Company is required to issue shares as penalty if the Company fails to
file a registration statement with the Securities and Exchange Commission by the
filing date stated in the  agreement.  During 2000,  the Company  issued 500,000
shares of common stock,  and  subsequent to year-end,  issued  250,000 shares of
common  stock to Clay Realty as penalties  for failure to file the  registration
statement.

Subsequent  to the year ended  December 31,  2000,  the Company  signed  several
letters of intent to purchase the assets or business of several  tire  recycling
companies.  The Company  will  process and sell scrap tires and crumb rubber for
playgrounds  and  industrial  use.  This business will be reported as a separate
segment in the Company's operations.

Subsequent to year-end,  the Company issued  5,894,250 shares of common stock in
lieu of payment due to various creditors and lenders.


                                      F-8
<PAGE>

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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



2.       Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  However,  the Company has sustained
substantial losses since inception that total  approximately  $7,060,000 and has
used cash in  operations  of  approximately  $804,000 and $687,000 for the years
ended  December  31,  2000 and 1999,  respectively.  The  Company has a negative
working  capital of $633,000 at December  31, 2000 and has negative net worth of
approximately  $799,000 at December 31, 2000. In addition,  as further explained
in Note 5 to the  financial  statements,  the Company is currently in default on
approximately  $80,000 of notes  payable.  The Company  also has no  significant
revenues.  Presently,  the Company's ability to develop a product and transition
to  attaining  profitable   operations  is  dependent  upon  obtaining  adequate
financing and achieving a level of sales  adequate to support the Company's cost
structure.  These factors raise substantial doubt about the Company's ability to
continue  as a going  concern.  These  financial  statements  do not include any
adjustments relating to the recoverability and classification of recorded assets
or the amounts and  classification of liabilities that might be necessary in the
event the Company cannot continue in existence.


3.      Significant Accounting Policies

The significant accounting policies followed are:

        The  preparation of financial  statements in conformity  with accounting
        principles  generally  accepted in the United States of America requires
        management to make  estimates and  assumptions  that affect the reported
        amounts of assets and  liabilities  and disclosure of contingent  assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses  during the  reporting  period.  Actual
        results could differ from those estimates.

        The  Company  extends  credit  to its  various  customers  based  on the
        customer's  ability to pay.  Based on  management's  review of  accounts
        receivable, no allowance for doubtful accounts is considered necessary.

        Property and equipment are stated at cost. Additions and improvements to
        property and  equipment  are  capitalized.  Maintenance  and repairs are
        expensed as incurred. When property is retired or otherwise disposed of,
        the cost and  related  accumulated  depreciation  are  removed  from the
        accounts and any resulting  gain or loss is  recognized  in  operations.
        Depreciation is computed on the straight-line  method over the estimated
        useful lives of the assets ranging from 5 to 7 years.


                                      F-9
<PAGE>

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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



3.      Significant Accounting Policies (continued)

        Selling  costs   related  to  the  issuance  of  debentures   have  been
        capitalized  and are  being  amortized  over the life of the  debentures
        using the interest method. Amortization for the years ended December 31,
        2000 and 1999 amounted to $5,769 and $32,390, respectively.

        The  Company  records  revenue  and  related  profit when the product is
        shipped to the customer.

        The Company  accounts  for  marketable  securities  in  accordance  with
        Financial   Accounting   Standards  Board  (FASB)   Statement  No.  115,
        "Accounting  for  Certain  Investments  in Debt and Equity  Securities."
        Management determines the appropriate  classification on its investments
        in marketable  securities at the time of purchase and  reevaluates  such
        determination at each balance sheet date.  Management has classified its
        marketable  securities as "trading  securities."  Trading securities are
        bought and held  principally for the purpose of selling them in the near
        term.  Unrealized  holding gains and losses are deemed temporary and are
        included in earnings.  The cost of the marketable securities is based on
        the specific  identification  method.  Interest and  dividends on equity
        securities are included in investment income.

        The costs of the trademark  acquired were written off in 2000.  Prior to
        2000, these costs were amortized using the straight-line method over the
        estimated useful life of five years.

        FASB   issued   Statement   No.   123,   "Accounting   for   Stock-Based
        Compensation,"  effective for fiscal years  beginning after December 15,
        1995.  This  statement  provides that expense equal to the fair value of
        all  stock-based  awards on the date of the grant be recognized over the
        vesting  period.  Alternatively,   this  statement  allows  entities  to
        continue to apply the  provisions of Accounting  Principles  Board (APB)
        Opinion No. 25,  "Accounting  for Stock  Issued to  Employees,"  whereby
        compensation  expense is recorded on the date the options are granted to
        employees  equal to the  excess of the  market  price of the  underlying
        stock over the  exercise  price.  The Company has elected to continue to
        apply  the  provisions  of APB  Opinion  No.  25 and  provide  pro forma
        disclosure of the provisions of FASB No. 123.


                                      F-10
<PAGE>



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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



3.      Significant Accounting Policies (continued)

        Deferred tax assets and  liabilities  are  recognized  for the estimated
        future  tax  consequences   attributable  to  differences   between  the
        financial statements carrying amounts of existing assets and liabilities
        and  their  respective  income  tax  bases.   Deferred  tax  assets  and
        liabilities  are measured  using enacted tax rates  expected to apply to
        taxable  income in the years in which those  temporary  differences  are
        expected to be recovered  or settled.  The effect on deferred tax assets
        and  liabilities of a change in tax rates is recognized as income in the
        period that included the enactment date.

        The  Company  follows  FASB  Statement  No.  121,  "Accounting  for  the
        Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
        Of."  Statement  No. 121  requires  that  long-lived  assets and certain
        identifiable  intangibles  to be held and used by an entity be  reviewed
        for impairment whenever events or changes in circumstances indicate that
        the  carrying  amount  of  these  assets  may  not  be  recoverable.  In
        performing  the review for  recoverability,  the Company  estimates  the
        future cash flows are  expected to result from the use of the assets and
        their eventual disposition.

        The  Company  issues  stock  in lieu of cash for  certain  transactions.
        Generally,  the  fair  value of the  stock,  based  on  comparable  cash
        purchases, is used to value the transactions.

        Offering costs  associated  with the sale of stock are  capitalized  and
        offset  against the proceeds of the offering or expensed if the offering
        is unsuccessful.

        The Company  records the intrinsic  value of the  beneficial  conversion
        feature of  convertible  debentures  as additional  paid-in  capital and
        amortizes the interest over the life of the debenture.

        Basic loss per share is computed by dividing  loss  available  to common
        stockholders by the weighted average number of common shares outstanding
        for the period.  Common stock  equivalents  are not  considered  because
        their effect would be anti-dilutive.

        Advertising  costs are charged to operations  when incurred and amounted
        to $3,420 and $96,298 for the years  ended  December  31, 2000 and 1999,
        respectively.


                                      F-11
<PAGE>



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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



4.      Property and Equipment

Property  and  equipment  consist of office  equipment  valued at $43,924,  less
accumulated  depreciation of $24,801 as of December 31, 2000. During 2000, dies,
files,  and mold  equipment  were deemed to be impaired and written down to zero
($0). An impairment loss of $130,392 has been charged to operations in 2000.


5.      Notes Payable and Long-Term Debt

Notes payable and long-term debt consist of:
<TABLE>
<CAPTION>

<S>                                                                                  <C>
        Convertible  note payable of  $150,000,  less  amortization  discount of
           $110,000; convertible into 2,000,000 shares of common stock; interest
           at 12%; due
           December 1, 2001                                                                    $    40,000
        Note payable to Private Industry Council of Milwaukee
           County, Inc.; interest at 18.0%; unsecured; in default                                   70,000
        Note payable, unsecured; payable in monthly installments
           of  $903, including principal and interest at 18.0%
           per annum                                                                                 9,907
        Note payable, unsecured; interest at 10.0% per annum;
           due on demand; approximately $10,000 in default                                          21,000
                                                                                               -----------
                                                                                                   140,907
        Less current maturities                                                                     81,500
                                                                                               -----------
                                                                                               $    59,407
                                                                                               ===========

</TABLE>


Subsequent to December 31, 2000,  the Company  issued  370,000  shares of common
stock to satisfy $59,407 of the notes payable listed above and has  reclassified
$59,407 to  long-term  liabilities.  This  reclassification  is reflected in the
December 31, 2000 financial statements.


                                      F-12
<PAGE>



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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



6.      Stock

The Company  issued  $400,000 in  convertible  debentures in December  1998. The
debentures  paid  interest  at two  percent  per annum and mature on December 8,
2003. The debentures were  convertible into shares of common stock at the option
of the holder and could be converted at any time  commencing  on the issue date.
The conversion price for each debenture at the date of conversion was the lessor
of $1.25 or 65 percent of the  average  closing  bid price for the five  trading
days  immediately  preceding the conversion  date. If the closing price was less
than or equal to $.10 per share, the Company,  at its sole option, may allow the
holder to proceed with the  conversion or may redeem the  unconverted  amount of
debentures  at 154  percent of such  unconverted  amount,  plus any  accrued and
unpaid  interest.  The  stock  was  trading  at $.53  per  share  on the date of
issuance. The Company has recorded interest of approximately $223,500 in 1998 to
reflect  the  intrinsic  value of the  conversion  feature of these  debentures.
During 1999,  the debentures  were  converted  into  3,250,621  shares of common
stock.

In association with the convertible  debentures listed above, the Company issued
detachable  stock  warrants  to  acquire  411,000  shares of common  stock.  The
warrants  entitle the holders to purchase common stock at $.001 per share at any
time prior to December 31,  2003.  The Company  used the  Black-Scholes  pricing
model to value  the  warrants.  Based on this  pricing  model,  the value of the
warrants  is  $217,420,  which  was  amortized  over the  five-year  life of the
convertible   debentures;   however,  the  conversion  of  debentures  to  stock
accelerated  this  amortization.  The  Company  has  amortized  $25,377  of  the
intrinsic  value during the year ended December 31, 1998.  During the year ended
December  31,  1999,  these  warrants  were  exercised  and the  balance  of the
intangible asset of $192,043 was expensed as interest.

In October 2000, the Company issued  $150,000 in convertible  debentures.  These
debentures are convertible  into 2,000,000  shares of stock,  pay interest at 12
percent per annum,  and mature on December 31, 2001. The Company  calculated the
intrinsic  value of the  beneficial  conversion  feature to be  $130,000  and is
amortizing  this  over the life of the  debentures.  The  interest  amortization
amounted to $20,000 for the year ended December 31, 2000. The agreement contains
a clause  to issue  additional  shares if the  conversion  price  falls  below a
specified  formula  documented  in  the  contract.  In  association  with  these
debentures,  the Company was required to issue 500,000 shares of common stock as
liquidating  damages  to the note  holder  since  the  Company  failed to file a
registration  statement  with  the  Securities  and  Exchange  Commission  by  a
specified  date.  The shares  were  valued at $30,000  and are  recognized  as a
general and administrative expense in the accompanying statement of operations.


                                      F-13
<PAGE>



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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



6.      Stock (continued)

On June 4, 1999,  the Company  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 right,  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
percent of the  aggregate  daily  reported  trading  volume for 20 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 percent 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.  These warrants were valued at $292,757
using the Black-Scholes  pricing model and recorded as deferred  financing costs
in the  financial  statements.  Following  each  purchase of common  stock,  the
Company is obligated to issue to Swartz,  a warrant to purchase shares of common
stock equal to 15 percent of the common  shares  issued in each put right.  Each
warrant  is to be  exercisable  at a price  equal to 110  percent  of the market
price. In addition,  the Company issued warrants to acquire up to 250,000 shares
of common stock at an exercise price of $1.00625 to Dunwoody Brokerage Services,
Inc.,  an affiliate of Swartz.  These  warrants  were valued at $162,643 and are
also recorded as deferred financing costs in the financial statements. No shares
of the  Company's  common  stock have been  issued  under this  agreement  as of
December 31, 2000.  On February 7, 2000,  the Company and Swartz agreed to waive
certain fees.  As  consideration,  Swartz shall retain the 450,000  warrants and
Dunwoody  shall  retain the  250,000  warrants.  The Company  has  expensed  the
$455,400 of deferred  financing  costs.  In  addition,  if the Company  does not
reinstate  the equity line and file a  registration  statement  registering  the
shares under the equity line by February 7, 2001,  the Company will be obligated
to pay Swartz  200,0000  shares of common  stock or  $200,000  cash,  at Swartz'
option.


                                      F-14
<PAGE>


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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



6.      Stock (continued)

The Company has  authority  to issue up to 5,000,00  shares of  preferred  stock
pursuant  to action by the board of  directors.  In February  1999,  the Company
entered  into an  agreement  with two  stockholders/directors  that granted them
1,000,000  shares each of Series A voting  preferred  stock.  These  shares were
issued for nominal  consideration  since the shares are restricted and cannot be
freely traded,  and were valued at $.0001 par value.  Each share of the Series A
preferred  stock has the right to cast 25 votes per share on each and any matter
that  the   common   stock  is   entitled   to   vote.   Accordingly,   the  two
stockholders/directors  are able to control the affairs  and  operations  of the
Company 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, Series A preferred stockholders have the right to convert each share of
the Series A preferred  stock into common  stock based on the Company  attaining
specified annual revenue limits.

In January 1999, the Company  initiated a stock option plan for employees of the
Company.  A total of 10,000,000 shares have been reserved for issuance under the
plan. Approximately 5,500,000 options to purchase a total of 5,500,000 shares of
stock were  granted to  executives  of the  Company as part of their  employment
agreements.

During the year ended  December 31, 1999,  the Company  issued 150,000 shares of
common stock for $26,500 and a stock subscription of $123,500.  The subscription
is non-interest bearing and contains no formal repayment term.

In February 2000,  the Company issued 100,000 shares of restricted  common stock
valued at $62,500 as a deposit on an acquisition.  This acquisition was expected
to be completed  pending the  resolution of specific terms in the stock purchase
agreement.  Those terms were not completed and the Company wrote off the deposit
at December 31, 2000.

During the year ended December 31, 2000, the Company issued  1,498,500 shares of
restricted  common stock and options to purchase  100,000 shares of common stock
for consulting  services,  investor  relations  services,  and legal fees. These
shares and options were valued at $623,263. Part of these shares were for future
services and are recorded as prepaid  consulting.  The Company  amortizes  these
consulting fees over the life of the consulting  agreement.  Unamortized prepaid
consulting fees amounted to $50,375 at December 31, 2000.


                                      F-15
<PAGE>



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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



6.      Stock (continued)

During the year ended December 31, 2000, the Company issued  non-qualified stock
options to  purchase  2,000,000  shares of common  stock to two  officers of the
Company.  The  options  have an  exercise  price  of  $.60  per  share,  will be
exercisable  one year from the date of issuance,  and have an exercise period of
10 years from the date of the  agreement.  Since the exercise price was equal to
the fair market value of the underlying  common stock, no  compensation  expense
was recorded.

In addition,  the officers shall receive additional options on December 31, 2001
equal to 10 percent of the  outstanding  shares of common  stock of the Company.
These options  carry an exercise  price of $.0275 per share  providing  that the
Company has received at least $10,000,000 in candy revenues.

The Company  grants  options and  warrants to purchase  shares of the  Company's
common stock to individuals under various agreements. The following is a summary
of stock option and warrant activity during the year ended December 31, 2000:

<TABLE>
<CAPTION>

                                                Options                             Warrants
                                    ---------------------------------     --------------------------------
                                     Number       Weighted Average        Number       Weighted Average
                                    of Shares      Exercise Price         of Shares     Exercise Price
                                    ----------------------------------------------------------------------
<S>                                <C>            <C>                 <C>                 <C>
        Outstanding at
           December 31, 1998                0           $  .00                    0           $  .00
        Granted in 1999             5,500,000              .15              700,000             1.01
        Exercised in 1999                   0              .00                    0              .00
                                    ----------------------------------------------------------------------
        Outstanding at
           December 31, 1999        5,500,000              .15              700,000             1.01
        Granted in 2000             2,100,000              .63                    0              .00
        Exercised in 2000                   0              .00                    0              .00
                                    ----------------------------------------------------------------------
        Outstanding at
           December 31, 2000        7,600,000           $  .78              700,000           $ 1.01
                                    ======================================================================
</TABLE>

The following table summarizes the status of outstanding options and warrants at
December 31, 2000:

                                                            Weighted Average
          Exercise                          Number              Remaining
          Price                            of Shares       Contractual Life
     ---------------------------------------------------------------------------
           $0.15                          5,500,000               8.06
           $1.01                            700,000               3.41
           $.75 - $1.50                   2,100,000               4.61
                                       ------------
                                          8,300,000
                                       ============


                                      F-16
<PAGE>

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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



6.      Stock (continued)

As of December 31, 2000,  5,600,000 of the above were  exercisable,  the options
issued in 1999 expire 10 years after the date granted,  and the warrants  expire
five years after the date of grant. The options granted in 2000 have a five-year
contractual life.

FASB No. 123  requires  disclosure  of pro forma net income as if the fair value
based methods had been applied in measuring  compensation costs for common stock
options  and  warrants  granted.  Pro forma net income and net income per common
share are as follows for the year ended December 31:

<TABLE>
<CAPTION>
                                                                              2000                1999
                                                                        ----------------------------------
<S>                                                                     <C>                 <C>
        As reported:
           Net loss                                                     $   (2,344,387)     $   (1,816,158)
                                                                        ==================================
           Basic loss per common share                                  $         (.18)     $         (.23)
                                                                        ==================================

        Pro forma:
           Net loss                                                     $   (2,816,387)     $   (2,606,658)
                                                                        ==================================
           Basic loss per common share                                  $         (.13)     $         (.34)
                                                                        ==================================
</TABLE>

The  weighted  average  fair value of the options at their grant date during the
year ended  December 31, 2000 was $.32.  The estimated fair value of each option
granted  is  calculated  using  the  Black-Scholes  option  pricing  model.  The
following summarizes the weighted average of the assumptions used in the model:

        Risk-free interest rate                         6.150% - 6.380%
        Expected years until exercise                        4.61 Years
        Expected dividend yield                                 0

7.      Operating Leases

The Company is obligated under various  month-to-month  operating leases for the
rental of space and related equipment. For 2000 and 1999, total rent amounted to
$140,000 and $11,960, respectively.

                                      F-17
<PAGE>



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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



8.      Income Taxes

The Company has incurred  significant  operating losses since its inception and,
therefore, no tax liabilities have been incurred for the years presented.  These
operating  losses give rise to a deferred tax asset at December 31, 2000 and are
as follows:

        Deferred tax assets                              $   2,569,000
        Allowance                                            2,569,000
                                                         -------------
                                                         $           0
                                                         =============

The difference  between the provision for income taxes and the amounts  obtained
by applying the statutory  U.S.  federal  income tax rate to the net loss before
income taxes is as follows:

                                                         2000            1999
                                                  ------------------------------
Tax benefit at statutory rate                     $    (919,300)  $    (700,800)
Extraordinary gain on forgiveness of debt                28,400          10,600
Valuation allowance on net operating loss               890,900         690,200
                                                  ------------------------------
Tax expense                                       $           0   $           0
                                                  ==============================

The Company has  available  at December 31, 2000  approximately  $6.7 million of
unused operating loss  carryforwards  that may be applied against future taxable
income,  which would reduce taxes payable by  approximately  $2.6 million in the
future.  These operating loss carryforwards expire beginning in 2008. Due to the
Company's  history of operating  losses,  management has established a valuation
allowance  in the full  amount of the  deferred  tax assets  arising  from these
losses because  management  believes it is more likely than not that the Company
will not generate  sufficient  taxable income within the  appropriate  period to
offset these operating loss  carryforwards.  Income tax benefits  resulting from
the  utilization  of these  carryforwards  will be  recognized in the periods in
which they are realized for federal and state tax purposes.


9.      Extraordinary Gain

During 2000 and 1999,  several  creditors  accepted partial payments on balances
due to each of them as payments in full.  The net  differences  between  amounts
accepted as full payments and the vendors outstanding balances as of the date of
acceptance are shown in the accompanying  financial  statements as extraordinary
gain of $74,752 and $28,018, respectively.

                                      F-18

<PAGE>



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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



10.     Earnings Per Share

The following data shows the amounts used in computing earnings per share:

                                                    2000               1999
                                               --------------------------------

        Net loss                               $   (2,344,387)  $   (1,816,158)
                                               ================================
        Weighted average number of common shares
          used in basic EPS                        12,575,845        7,771,193
                                               ================================


11.     Employment Agreements

In January  1999,  the  Company  entered  into  employment  agreements  with two
stockholders of the Company.  Each employment agreement has a term of five years
and has an annual  base  compensation  beginning  at  $75,000  annually  for the
12-month period ending May 31, 2000. The agreements increase $10,000 per year to
an annual  compensation of $115,000 for the 12-month period ending May 31, 2004.
Each executive has the right,  at his election,  to receive  compensation in the
form of the  Company's  restricted  common  stock  valued at 50  percent  of the
closing bid price as of the date of the executive  election.  In addition,  upon
execution of the employment agreements, each executive was granted non-qualified
stock options to purchase  2,500,000  shares of the Company's common stock at an
exercise  price of $.15 per  share,  which was the fair value at the date of the
grant. These options are immediately  exercisable and have an exercise period of
10 years.

Additionally,  in January 1999, the Company entered into an employment agreement
with its chief financial officer.  This employment  agreement has a term of five
years.  The  annual  compensation  is  $60,000  for 480  hours  of  service.  As
consideration  for  this  employment  agreement,  the  chief  financial  officer
received an option to purchase 500,000 shares of the Company's common stock over
a 10-year period at $.15 per share,  which was the fair value at the date of the
grant. These options may be immediately exercisable.

Each of the above employment agreements has a non-compete clause. The agreements
also generally provide for severance payments equal to 299 percent of the annual
base  compensation  then due under each  agreement  in the event of  termination
without cause.

                                      F-19
<PAGE>



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

                          Notes to Financial Statements

                     Years Ended December 31, 2000 and 1999



12.     Contingencies

The Company's past website host and e-commerce provider terminated the Company's
website and refused to provide  additional  e-commerce  support  services.  This
dispute  involves  a claim  that the  Company  has failed to timely pay for past
services  rendered.  However,  there is no executed written contract between the
parties.  Also, the website provider is refusing to turn over the HTML web pages
that  comprise  the  Company's   website  and  has  asserted  certain  copyright
infringement  and trade  secret  misappropriation  claims.  No lawsuit  has been
filed.  If  necessary,  and  litigation  is  instituted,  the  Company  plans to
vigorously  defend  and  assert  substantial  counterclaims.  Management  of the
Company and its legal  counsel  indicate that the  likelihood of an  unfavorable
outcome,  as well as the maximum potential loss, if any, is impossible to assess
at this time.

                                      F-20