Exhibit 23.1
Consent of Independent Auditors




             CONSENT INDEPENDENT ACCOUNTANTS



                         Consent of Independent Auditors



We  hereby  consent  to the  use  in the  Prospectus  constituting  part  of the
Registration  Statement  on Form  SB-2,  amendment  No. 1, to be filed by Upside
Development,  Inc. of our Auditors'  Opinion dated April 11, 2001,  accompanying
the financial statements of Upside Development, Inc. as of December 31, 2000 and
1999, and to the use of our name under the caption "Experts" in the Prospectus.


/s/ Pender Newkirk & Company, CPAs
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Certified Public Accountants
Tampa, Florida
January 24, 2002