SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  Date of Event Requiring Report: June 1, 2001


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


          Delaware                 000-26235                39-1765590
          --------                 ---------                ----------
(State of Incorporation) (Commission File Number)(IRS Employer Identification #)


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

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




     ITEM 1. CHANGES IN CONTROL OF REGISTRANT

         On  June 1,  2001,  Director  and  COO,  David  Bezalel  submitted  his
resignation to the Company. He voluntarily  terminated his employment  agreement
and returned the preferred shares issued to him.

         The Company has not  replaced  him on the Board of  Directors  or as an
Executive Officer at this time.


     EXHIBITS

         None



     SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.


         By: /s/ Michael Porter
         ---------------------------------
         Michael Porter, CEO                           Date:  August 1, 2001