Upside Development Announces Company Update

    WEST BEND, Wis., May 31 Upside Development, Inc. (OTC Bulletin Board: UPSDE.OB)(Frankfurt: AZE),
is filing this release to respond to stockholder concerns.
    Michael Porter, CEO, stated, "There has been a lot of speculation
regarding Upside Development's lack of news and I would like to address all of
the inquiries we've had lately.  Several months ago, we announced that the
company was going to pursue a new area of business and pursuant to that we
issued several news releases related to that decision.
    "We are in the process of finalizing certain acquisitions and we have
stated that we would proceed to integrate them into our overall business
strategy and we are doing just that.  We also said that we would continue to
seek out and consider additional opportunities and we have been doing that.
What we won't do is comment on anything that might be in process until it is
completely done.  As material events, such as further acquisitions, major
contracts and the like occur, we will notify our stockholders.  Part of the
delay has been that the scrap tire industry is heavily regulated and it takes
time to insure the proper transfer of licenses.
    "We are aware of people's expectations and want to keep everyone as
informed as possible.  We can say that we're pleased with the progress we're
making, that we are working very actively to execute our business plan, that
we are aware of and we would like to exploit other opportunities in this
business and finally, we know by our current and anticipated sales levels,
that we made the right decision by moving into this business segment.
    "As to our first quarter filing, we expect that to be filed in the next
couple of days."
    Upside Development owns, operates, or is completing the acquisition of
several tire recycling facilities in the United States.  From these recycling
businesses they now have the capability to collect, process, and sell scrap
tires throughout the northeast portion of the United States, and they can
develop and maintain their own equipment.  They have projected total sales of
$3.7 million this year, expect profitability, and are working on several
opportunities that will synergize with what they have built so far.
    Upside also owns and licenses a software solution, called e-Logic, which
provides total web integration for the operations of a wide variety of
enterprise platforms.  They have 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.
    Upside Development, Inc. currently owns and operates a B2B website,
http://www.Mraba.com ,  which provides an array of interactive services to
manufacturers and retailers  It also owns http://www.Candycenter.com , a B2B
web site for the candy industry.  For more information visit,
http://www.upsidedevelopment.com

    Statements contained in this press release that are not historical facts
are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995.  Such forward-looking statements are
subject to risks and uncertainties that can cause actual results to differ
materially from estimated results.  Such risks and uncertainties are detailed
in the Company's filings with the various Regulatory Authorities having
jurisdiction.

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