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

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

For the quarterly period ended September 30, 1999

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

For the transition period from __________ to __________

Commission File Number 0-26325

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

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

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

(414) 334-4500
--------------
(Issuer's Telephone Number)

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

Yes No X
--- ---

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

Transitional Small Business Disclosure Format:

Yes No X
--- ---

ALOTTAFUN!, INC.

Index

Page
----
Part I - Financial Information

Item 1. Financial Statements

Balance Sheet -
September 30, 1999............................................. 1

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

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

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

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

Part II - Other Information

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

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

Alottafun!, Inc.

Balance Sheet
September 30,
1999
---------------------
(Unaudited)

Assets
Current assets:
Cash $ 4,288
Marketable securities 295,303
Accounts receivable 2,946
Other assets 186
---------------------
Total current assets 302,723
---------------------

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

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

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

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

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

Stockholders' deficit:
Preferred stock; par value of $.0001; 5,000,000 shares
authorized; 2,000,000 shares issued and outstanding. 200

Common stock; par value of $.01 per share; 50,000,000 shares
authorized; 8,357,481 shares outstanding. 83,575

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

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

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

Alottafun!, Inc.

Statements of Operations

Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------------- --------------------------------------
1999 1998 1999 1998
-------------------------------------- --------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Revenue:
Sales, net of allowance and discounts $ 90,092 $ 10,828 $ 110,024 $ 72,624

Cost of sales 63,673 1,885 79,468 52,061
-------------------------------------- --------------------------------------

Gross profit 26,419 8,943 30,556 20,563
-------------------------------------- --------------------------------------

Operating expenses:
Selling 64,866 2,945 137,065 98,105
General and administrative 225,935 36,114 510,220 90,303
Depreciation and amortization 2,812 3,494 42,109 10,482
-------------------------------------- --------------------------------------
293,613 42,553 689,394 198,890
-------------------------------------- --------------------------------------

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

Other expense:
Net realized gain (loss) on
sale of securities, trading (86,640) (74,345) (226,077) (32,258)
Unrealized gain (loss) on securities, trading (48,141) - (82,582) (8,380)
Interest expense (8,056) (4,211) (209,586) (13,720)
-------------------------------------- --------------------------------------
Total other expense (142,837) (78,556) (518,245) (54,358)
-------------------------------------- --------------------------------------

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

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

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

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

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

Alottafun!, Inc.

Statements of Cash Flows

Nine Months Ended September 30,
-----------------------------------------
1999 1998
-----------------------------------------
(Unaudited) (Unaudited)

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

Supplemental disclosures of cash flow information
and noncash financing activities

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

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

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

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

Note 1 - Basis of presentation

The accompanying unaudited financial statements, which are for interim periods,
do not include all disclosures provided in the annual financial statements.
These unaudited financial statements should be read in conjunction with the
financial statements and the footnotes thereto contained in the Audited
Financial Statements for the year ended December 31, 1998 and 1997 of
Alottafun!, Inc. (the "Company").

In the opinion of the Company, the accompanying unaudited financial statements
contain all adjustments (which are of a normal and recurring nature) necessary
for a fair presentation of the financial statements. The results of operations
for the three month and nine month periods ended September 30, 1999 and 1998 are
not necessarily indicative of the results to be expected for the full year.

Note 2 - Per share calculations

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

Note 3 - Equity Transactions

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

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

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

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

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

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

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

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

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

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

Note 4 - Joint Venture Agreement

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

ALOTTAFUN!, INC.

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

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

GENERAL

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

We have not, through the present time, been in a position to generate sufficient
revenues during our limited operating history to fund on-going operating
expenses or product development activities. As a result, we resorted to raising
capital through equity fundings and from borrowings. In June of 1998, we
acquired inventory, equipment, and goodwill of the Mother Hubbard's Creations
toy line. We have renamed the Mother Hubbard's Creations toy line Hearthside
Treasures. We have sustained significant operating losses since inception
resulting in an accumulated deficit of approximately $4,076,323 at September 30,
1999.

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

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

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

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

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

ALOTTAFUN!, INC.

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

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

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

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

RESULTS OF OPERATIONS

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

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

Cost of Sales
- -------------
Cost of sales for the three months ended September 30, 1999 increased $61,788 or
3278% to $63,673 from $1,885 in the same period in 1998. Cost of sales as a
percentage of sales increased to 71% from 17% for the three months ended 1999
and 1998, respectively. We expect that improvement in gross profit margins will
occur during 1999 as we increase revenues.

ALOTTAFUN!, INC.

Selling, General and Administrative Expenses
- --------------------------------------------
For the three month period ended September 30, 1999, total selling, general and
administrative expenses ("S, G & A") were $293,613 as compared to $42,553, for
the same period of 1998, a 590% increase. This increase is attributed to the
additional expense from higher compensation paid to our existing personnel,
which increased by approximately $34,615. This compensation related to a bonus
paid with our common stock. In addition, development expenses associated with
our Toypop.com Internet site increased $103,403 during the three months ended
September 30, 1999. There were no development expenses in the prior year period.
It is not anticipated that these expenses will decrease in the coming periods as
the business grows and matures. As revenues increase, we expect that S, G, & A
expenses as a percentage of sales to be in the 20-25% range.

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

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

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

Total Revenues
- --------------
Total revenues for the nine months ended September 30, 1999 were $110,024
compared to $72,624 for the same period of 1998, which represents an increase of
$37,400 or 52%. Revenues increased for the nine months ended September 30, 1999
as compared to the same period the previous year due to our focus on selling toy
products rather than selling candy products. We expect that our toy sales for
this year will increase with the introduction of our TOYPOP website and its
product sales and the revenues anticipated from our Hearthside Treasures product
line that will be evidence in the final calendar quarter of this year.

Cost of Sales
- -------------
Cost of Sales were 72% of revenues for the nine month periods ended September
30, 1999 and 1998. We expect, once our products are developed and marketed, that
the cost of sales to a will be 65-70% of sales which is more typically the
traditional margins within the toy industry.

Selling, General and Administrative Expenses
- --------------------------------------------
For the nine months ended September 30, 1999, total selling, general and
administrative expenses ("S, G & A") were $689,394 as compared to $198,890 for
the same period of the previous year, an increase of $490,504, or 246%. This
increase is the result of higher marketing, staffing and other general expenses
associated with the pace of our development and marketing of our new product
lines. For the nine months ended September 30, 1999 selling costs were $137,065
as compared to $98,105 for the same period of the previous year. This increase
was attributable to an increase of $23,748 in advertising costs, as well as, a
$25,206 charge for product samples. General and administrative expenses were
$510,220 as compared to $90,303 for the nine months ended September 30, 1999 and
1998, respectively. This increase was primarily attributed to an increase in
accounting and legal expenses of $97,768, for the period ended September 30,
1999. In addition, there was an increase in our Internet development expenses of
$113,457 for the nine months ended September 30, 1999 as compared to the same
period in 1998. We expect that there will be further increases in our S, G & A
expenses as our business continues to develop.

ALOTTAFUN!, INC.

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

In our opinion, we have sufficient cash to operate for the next 120 days that
will include a limited promotion for this years toy selling season and to
provide product availability for our Hearthside Treasures. We will need capital
to provide for our anticipated working capital needs over the next twelve
months. We are presently seeking $1 million in equity to allow us to sustain
ourselves until we can benefit from the Swartz investment agreement. We can not
provide any assurance that we will be successful in raising such capital as such
undertakings are difficult to complete and given the lateness within the toy
selling season may be difficult to arrange at all. Should our Internet endeavor
become highly successful, it will require more capital. Should this occur, the
funding availability in the Swartz placement, if available, which is a periodic
equity funding that we are not permitted to entirely draw upon at any one time,
may not be sufficient to meet these capital needs. If this is the case or the
Swartz facility is unavailable, we have negotiated provisions with Swartz to
permit additional fundings outside of our obligation to them. We are optimistic
that we will be successful in obtaining future financing from Swartz or others
to meet our needs.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
-----------------
The Company is not a party to any material pending legal proceedings
and no such action by or, to the best of its knowledge, against the
Company has been threatened.

Item 5. Other Information
-----------------

None.

Item 6. Exhibits and reports on Form 8K
-------------------------------

None.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant had
duly caused the report to be signed on its behalf by the undersigned thereunto
duly authorized.

Alottafun!, Inc.

Dated 12/3/99
/s/ Michael Porter
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Michael Porter
Chief Executive Officer