UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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


                   For the fiscal year ended January 31, 1999

                        Commission File Number 000-25563

                         OUTLOOK SPORTS TECHNOLOGY, INC.
             ------------------------------------------------------

             (Exact name of registrant as specified in its charter)



Delaware                                    65-0648808
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)               Identification No.)


                           100 Grand Street, Suite 5A
                               New York, NY 10013
               (Address of principal executive offices) (Zip Code)

                                 (212) 966-0400
              (Registrant's telephone number, including area code)

             Securities registered pursuant to Section 12(g) of the
                                      Act:

                     Common Stock, par value $0.01 per share
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

     The Company's revenues for the year ended January 31, 1999 were $468,194.

     As of May 13, 1999 the  aggregate  market value of the voting stock held by
non-affiliates  of the  registrant  (based  on The Over the  Counter  Electronic
Bulletin Board's last sale price of $7.25 on May 13, 1999) was $16,496,396.

     As of May 13, 1999, there were 4,072,528 shares of the registrant's  Common
Stock outstanding.



<PAGE>
PART I.

Item 1.  HISTORY OF THE COMPANY

     The Company was founded as Hippo,  Inc. in February 1996,  with the goal of
becoming a leading U.S. golf equipment and apparel manufacturer. To that end the
Company entered into a licensing agreement with Hippo Holdings,  Ltd., a leading
manufacturer of value-priced  golf equipment in Europe,  to manufacture,  market
and  distribute  the HiPPO  brand of golf  equipment  in the  United  States and
Canada.  The Company began  shipments of HiPPO  products in July of 1997 and for
the ten month period ending April 30, 1998 sold approximately  $500,000 in HiPPO
clubs. The Company has since  discontinued the distribution of value-priced golf
equipment  to  pursue  opportunities  in the  premium-priced  end of the  market
offered by Tegra products.

         In June of 1996,  the Company  initiated  a  significant  research  and
development  project to develop new,  visibly  distinct  technology for its golf
clubs with which to enter the  premium-priced  segment of the U.S.  golf market.
The  premium-priced  segment of the golf market  captures the largest portion of
consumer  spending  with  approximately  70% of consumer  dollars being spent on
premium clubs. In addition, manufacturers margins on premium clubs are typically
significantly  higher than on value-priced  equipment.  This research led to the
Company's  development of its  patent-pending  Invisible  Inset Hosel and bullet
shaped  driver   technology.   These  new  technologies   have  become  the  key
technological  elements  of the Tegra  brand of golf  equipment.  To improve its
margins and profits, the Company added the Tegra brand of premium golf equipment
and accessories at the premium-priced segment of the market.

         In  January,  1998  the  Company  changed  its name to  Outlook  Sports
Technology, Inc. Management believes that this name better reflects the attitude
and spirit of the Company,  as a forward thinking and  technologically  advanced
sporting goods manufacturer, than its prior name.

         In April, 1998 the Company was approached by Hippo Holdings, Ltd. to
reacquire the rights to the HiPPO brand in the United States and Canada. On May
4, 1998 the Company sold its license to sell HiPPO-TM- products in the U.S. back
to Hippo Holdings, Ltd. along with all existing HiPPO-TM- inventory, marketing
materials and related liabilities. In return, the Company received a cash
payment from Hippo Holdings, Ltd. of approximately $413,000. In addition, Hippo
Holdings, Ltd. returned to the Company 50,000 shares of the Company's common
stock and assumed outstanding liabilities and commitments of the Company in
excess of $1,000,000.


General

Company Products

         TEGRA  GOLF   CLUBS.   Tegra   woods  and  irons  with  the   Company's
patent-pending  Invisible  Inset  Hosel  are  an  evolution  from  current  club
technology.  The Company has worked with Chou Golf Design Labs,  Inc. to develop
the Tegra line of golf clubs.  The Company's design moves or insets the shaft as
close to the center of the club head as permitted under current USGA rules. As a
result,  the club  head will  rotate  to the  target  faster  than  conventional
designs,  making it easier to square the club at impact and  enabling the golfer
to hit  straighter  and longer shots.  This  technology  has been designed to be
visibly  distinct to the  consumer at all times  except  while the club is being
used.  The Company's  purpose in making the  technology  "invisible"  to golfers
while  hitting the shot is to enhance  the golfers  ability to aim the club when
addressing the ball.  The Company  believes that the Company's  Invisible  Inset
Hosel  technology  could be as  significant  to the golf  industry as  perimeter
weighting, graphite shafts or oversize metal woods.


<PAGE>
         In addition, the Company designed the Tegra woods with a "bullet" shape
in which the widest  part of the club is the club's face or hitting  area.  This
"bullet" shape contrasts with conventional club designs,  in which the club head
widens out from the face of the club  resulting  in the widest  part of the club
head  being  half an inch or more  behind  the face.  The  club's  bullet  shape
provides a larger  hitting  area and sweet spot than would be achieved in a club
having the same volume but a conventional  design.  An additional  result of the
bullet shape is that more weight in the club is distributed  directly behind the
hitting area than with conventional designs.

         Tegra irons incorporate the same  patent-pending  Invisible Inset Hosel
technology as Tegra woods. The inset is as beneficial in Tegra irons as it is in
Tegra woods. The Company believes that squaring the club to the target at impact
makes Tegra iron shots more  accurate  than  conventional  designs.  Tegra irons
feature an oversize head design,  with weighting around the perimeter and behind
the sweet spot  designed to maximize  forgiveness  on mis-hits  and to provide a
better  feel on  center  hits,  and the  Invisible  Inset  Hosel  which has been
elevated to reduce club head twisting in longer grass.

         The Company designs and markets Tegra men's right handed titanium woods
and 17-4 stainless  steel irons.  The Company  produces a full range of titanium
drivers (6 DEG., 8 DEG., 9 DEG., 10 DEG. and 11 DEG.) and titanium fairway woods
(#3,  #5, #7 and #9) with  graphite  shafts and irons  with  options of steel or
graphite  shafts.  Each  shaft is  available  in various  flexes to  accommodate
golfers  of all  ages  and  ability  levels.  The  Company  plans  to  introduce
left-handed, ladies and seniors woods in the Summer of 1999.

         The Company has conducted player testing on its woods and irons and the
Company believes such testing shows its Tegra technology promotes straighter and
longer golf shots than other  leading  premium-priced  golf clubs.  "Iron Byron"
testing  (robotic testing designed to repeat identical swings so different clubs
can be compared under  controlled  conditions) of Tegra woods has confirmed that
the Tegra driver provides greater carry,  roll and overall distance than certain
leading   premium-priced   clubs  while   simultaneously   increasing  accuracy.
Additional  mechanical testing which has recently been recorded using high speed
video shows that the Invisible  Inset Hosel design  produces a squarer club face
at impact than other leading  premium-priced clubs,  resulting in straighter and
longer shots.

         The Company's  Invisible Inset Hosel  technology is visibly distinct to
the consumer  except while the club is being used. In the golf  industry,  where
many  products  look  alike,  some  technological   features  are  difficult  to
distinguish. Since many manufacturers make similar performance claims, consumers
can become confused and have difficulty  distinguishing products. The visibility
of the  technology  is  extremely  important  to  identifying  the  product  and
communicating  its  benefits  in a  believable  way  and  therefore  adds to the
Company's  marketing effort.  The Company believes that past performance of golf
club sales shows that golf clubs which have had visibly distinct technology have
seen far greater sales growth than equipment with new but  non-visibly  distinct
technology.  In 1967,  Ping  became  a  leader  in the  irons  category  when it
introduced the first cavity backed (perimeter weighted) irons, a technology that
was visibly  distinct from other irons  available at the time.  In 1979,  Taylor
Made became a leader in the driver  category when it introduced the first "metal
wood"  with an  investment  cast  steel  club  head  replacing  the  traditional
persimmon  wood  head.  In 1991,  Callaway  Golf  became a leader in the  driver
category  when it  introduced  the first  oversized  metal  wood.  Each of these
products was not only an evolution of existing technology but its technology was
visibly distinct to the consumer. As a more recent example, in 1994, Taylor Made
introduced  the Burner  Bubble  Shaft.  This shaft  incorporates  a  geometrical
"bubble"  highlighted with copper paint to emphasize its visible difference from
conventional  shafts.  In the second quarter of 1995, Taylor Made's sales nearly
tripled  from 1994,  achieving a 30% share of the  premium  driver  market.  The
Company  believes that a key factor to the success of these products is that the
technology was visibly distinct to the consumer.


<PAGE>
     The Company is  currently  sourcing  all of its golf club  components  from
contract manufacturing  facilities.  The Company's golf club heads are currently
made in Asia by Wisdom  Industries Co., Ltd., Fu Sheng  Industrial Co., Ltd. and
Zhong  Shan Wei Sheng  Sporting  Goods  Co.,  Ltd.  True  Temper  Sports  ("True
Temper"),  the world's largest shaft  manufacturer,  is currently  producing the
Company's steel and graphite shafts domestically.  Golf Pride, a division of the
Eaton  Corporation,  the world's largest grip  manufacturer,  produces the grips
domestically.  Joe Powell  Golf,  Inc.  ("Powell"),  one of the golf  industry's
leading  golf   equipment   assembly   companies,   assembles  the  Tegra  clubs
domestically.  The Company obtains these supplies by using  individual  purchase
orders, rather than detailed open supply agreements.  The Company spent $189,581
in 1998 and $451,019 in 1997 in connection with research and development.

         APPAREL.  In addition to golf clubs,  the Company designs and markets a
line of men's apparel. The Company's apparel designs are intended to enhance the
Tegra brand image and be technically advanced.  The Company's apparel collection
for the holiday 1999 selling season will focus on golf outerwear. The collection
will expand for the Spring 2000 to include a complete range of men's shirts.

         Tegra  outerwear  is  designed  to  perform  in a variety  of  climatic
conditions.   A  collection  of  technical  fabrics  such  as  Air-Tech-TM-,   a
waterproof-breathable  nylon, and Micro Fleece, a brushed Polyester fabric which
provides  breathable  insulation have been  incorporated to help keep the golfer
comfortable when playing in inclement weather.

         A complete  range of men's shirts is planned for  introduction  for the
Spring 2000 selling season.  The Company's men's shirt  collection will focus on
offering a limited  range of  updated  styles in a wide  variety of colors.  The
Tegra collection will emphasize performance,  comfort and style and are suitable
for wear on or off course.  The Company will offer a custom  embroidery  program
for on-course golf shops and  anticipates  that 75% of all shirts will be custom
logoed.

         ACCESSORIES.  The  Company  offers a variety of golf caps and full size
staff bags.  The Company  plans to offer a full line of  accessories,  including
bags,  umbrellas,  towels and caps. The Company anticipates  offering a range of
golf bags,  including  stand,  light-weight  carry and full size staff bags. The
Company  expects its golf bags,  umbrellas,  and towels to be available  for the
summer, 1999.

MARKETING

         GENERAL.  The Company's target consumer is the avid amateur golfer.  To
reach this  consumer  the Company is  developing a direct  response  advertising
campaign, which will include a thirty minute infomercial,  creating a unique web
site which will include  electronic  commerce,  designing and installing TREs in
golf shops and attempting to obtain endorsements from golf professionals.

         DIRECT  RESPONSE  ADVERTISING.  The Company is  presently  developing a
direct response  advertising  campaign.  The campaign will contain a long format
(30-minute)  infomercial for Tegra drivers as well as 30 second,  one minute and
two minute spots.  Filming of this infomercial was completed during April, 1999.
The  infomercial is being hosted by national  sports  broadcaster  Dan Hicks and
contains  appearances by professional golf instructor Josh Zander and the club's
designer Art Chou. The Company  believes that several golf  equipment  companies
have found long format  infomercials to be extremely  successful and profitable.
The Company believes that the unique technological  features incorporated in the
Tegra  driver and  visibility  of the  features  give it the  potential  to be a
successful  direct  response  product.  Consumers will be able to purchase Tegra
products  directly by calling the  Company's  toll free phone number or ordering
the product  on-line.  The Company  intends to test  market the  infomercial  on
network  affiliates,  sports cable  channels and regional  cable channels in the
Northeastern United States beginning in June, 1999.


<PAGE>
         In addition to broadcast advertising,  the Company will launch a direct
market print  campaign.  The Company plans to place Tegra driver direct response
print  advertisements in national golf  publications  such as GOLF DIGEST,  GOLF
WEEK and GOLF MAGAZINE and other targeted consumer publications.

         INTERNET.  The Company  anticipates that it will have a web site on the
internet by July 1999.  The site will contain  information  about Tegra products
and tour  players.  In  addition,  the Company is  considering  making  products
available  for direct  internet  purchases  (electronic  commerce),  although no
assurance  can be given as to when,  or if, the Company  will do so. The Company
foresees expanding on-line operations to maximize internet opportunities.

     TEGRA RETAIL  ENVIRONMENTS.  The Company has adopted a marketing model used
by marketers of many leading brands of consumer  products who use in-store shops
to increase sales and brand awareness.  TREs are advanced retail selling systems
designed to increase  sales and brand  awareness at point of purchase by selling
Tegra products in a branded environment.  TREs are defined spaces in golf shops,
which  occupy from 25 to 150 square  feet and consist of a variety of  elements,
which may include flooring, fixtures, graphics, and point-of-purchase materials.
Within a TRE the Company has the ability to market Tegra golf clubs, apparel and
accessories in an integrated,  branded environment  designed to convey the image
of the Company as innovative in golf club technology and distinctive in design.

         In the  Spring,  1998,  the  Company  began a rollout  of Tegra  Retail
Environments in select golf stores. The Company installed 58 TREs in golf stores
in 55 cities,  including two of the nation's  largest golf  equipment  retailers
Edwin Watts and Roger Dunn Golf Shops. This rollout  demonstrated to the Company
that there is a need and an  opportunity  in the  marketplace  for in-store golf
shops.  However,  due to cash flow  problems in 1998,  the Company was unable to
support  these shops and  accordingly  removed  installations  for  revision and
reinstallation  in 1999. Most present Tegra retailers have indicated a desire to
have  updated TREs and the Company  anticipates  that the majority of golf shops
which  retail  Tegra  products  in the year  2000  will be  included  in the TRE
program.

         TOUR ENDORSEMENTS.  Tegra products were endorsed for the 1998 season by
four touring professionals. Tegra players won more than $2 million world-wide on
tour.  The  company is  revising  its tour  strategy in 1999 to focus on a large
number of PGA Tour  professionals  to endorse its  products  rather than signing
large  endorsement  contracts  with  one  or two  players.  The  Company  is not
presently   endorsing   any  tour   professionals.   However,   the  Company  is
investigating the possibility of establishing a program under which professional
golfers  would be endorsed for wearing Tegra  clothing  and/or  headgear  and/or
using a Tegra driver.

     RETAIL  PRICING.  One of  the  Company's  sales  strategies  is to  deliver
products  which can  achieve  superior  retail  margin  in order to  incentivize
retailers to sell more Tegra  product.  The Company  estimates that retailers on
average  achieve  20% gross  margin on sales from  premium  golf  equipment.  By
pricing  appropriately,  the Company believes it will be able to offer retailers
products that can achieve superior margin. The Company expects that, on average,
Tegra golf clubs will allow  retailers to achieve 40% gross margin,  while Tegra
apparel allow retailers to achieve in excess of 50% gross margin.

         CATALOGUE SALES.  Tegra products are available in the Edwin Watts golf
catalog, one of the country's leading golf catalogues.

PATENTS

         Where appropriate, the Company seeks patent protection. The Company has
filed patent  applications  covering  various aspects of its TEGRA line of inset
woods  and  irons.  The  Company  filed  a  United  States   provisional  patent
application  on December 31, 1996,  entitled  INSET HOSEL GOLF CLUB. The Company
subsequently  filed  a  full  United  States  patent  application  and a  Patent
Cooperation  Treaty patent  application  based on the United States  provisional
patent  application,  claiming  priority as of the December  31, 1996 date.  The
Patent  Cooperation  Treaty  Application  designated  all  states.  Based on the
results of a patent search obtained by outside patent counsel, the Company is of
the view  that  various  aspects  of the  TEGRA  line of woods  and irons may be
patentable.  The patent applications include sixty-eight claims of varying scope
and construction,  including claims directed to golf clubs having an inset hosel
wherein the fact that the hosel is inset and is hidden from the golfer,  as well
as claims  directed  to methods of making  such a golf  club.  Other  claims are
directed to other features or  combinations of features of the Tegra golf clubs.
The Company has not received a substantive  office action on the merits from the
United States Patent and Trademark Office.


<PAGE>
         The  Company  intends to seek  further  patents on its  technology,  if
appropriate. However, there can be no assurance that patents will issue from any
of the Company's  pending or any future  applications  or that any claim allowed
from such applications will be of sufficient scope of strength,  or be issued in
all countries  where the Company's  products can be sold, to provide  meaningful
protection or any commercial advantage to the Company.

COMPETITION

         The  Company   competes  with  a  number  of   established   golf  club
manufacturers, many of which have greater financial and other resources than the
Company. The Company's competitors include Callaway Golf Company, Adidas-Salomon
AG (Taylor Made) and Fortune  Brands,  Inc.  (Titleist  and Cobra).  The Company
competes primarily on the basis of performance, brand name recognition,  quality
and price.  The Company  believes  that its ability to  establish  its brand and
market its  products  through its  distributors  is  important to its ability to
compete.

         The  golf  club  industry  is  generally  characterized  by  rapid  and
widespread imitation of popular technologies,  designs and product concepts. The
Company expects that one or more  competitors may introduce  products similar to
its Tegra clubs. The buying decisions of many purchasers of golf clubs are often
the result of highly  subjective  preferences  which can be  influenced  by many
factors,  including,  among others,  advertising  media,  promotions and product
endorsements.  The Company may face competition from  manufacturers  introducing
other new or  innovative  products  or  successfully  promoting  golf clubs that
achieve market  acceptance.  The failure to compete  successfully  in the future
could result in a material  deterioration  of customer  loyalty and could have a
material  adverse  effect  on  the  Company's  business,  operating  results  or
financial condition.

         In   addition,   the   Company   competes   with  a   number   of  more
well-established designers of golf apparel, including Nike, Reebok, Greg Norman,
and Tommy Hilfiger. Because the Company competes primarily on the basis of brand
name recognition,  quality,  comfort,  and fashion  considerations,  the Company
believes  that its  ability to  establish  its brand and  market its  apparel is
important to its ability to compete.  The  subjective  nature of  apparel-buying
decisions  could result in a lack of  acceptance  in the market of the Company's
apparel and  accessories.  Failure of the Company's  current and planned apparel
and  accessories   would  adversely  affect  the  Company's  future  growth  and
profitability.

Employees

     At April 30, 1999, the Company had eight full-time employees, seven of whom
were involved in executive, managerial, supervisory and sales capacities and one
of whom  serves in a  clerical  capacity.  None of the  Company's  employees  is
covered by a  collective  bargaining  agreement  or is a member of a union.  The
Company believes that its relationship with its employees is satisfactory.

Item 2.  PROPERTIES AND FACILITIES

     The  Company's  corporate  headquarters  are located in a 2,250 square foot
facility in New York, NY. This facility  accommodates  the Company's  corporate,
administrative and marketing  personnel.  The lease on this facility is month to
month with a monthly rent of $4,950.

Item 3.  LEGAL PROCEEDINGS

         The Company  received a letter from counsel for Tatsuya Saito ("Saito")
on January 28, 1998  requesting  that the Company review its Tegra line of clubs
in view of a patent issued to Saito on July 12, 1994 (the "Saito  Patent").  The
Saito Patent  covers  certain  aspects of a club head and hosel,  including  the
positioning  of the hosel  inset  relative  to the club head.  The  Company  has
referred this request to independent  outside patent  counsel.  The Company does
not  believe  that the Tegra  line of clubs  infringes  any of the claims of the
Saito Patent; however, there can be no assurance that a court will find that one
or more of the Company's  products  does not infringe the Saito  Patent,  or any
other patent.  If Tatsuya Saito is successful in asserting its patent,  it could
require the Company to alter or withdraw existing products, delay or prevent the
introduction  of new  products,  or force  the  Company  to pay  damages  if the
products have been introduced.
<PAGE>
         The Company is a defendant in a lawsuit  filed by Vardon Golf  Company,
Inc. ("Vardon")  asserting that the Company's Tegra woods and irons infringe one
of the claims of its patent issued on April 12, 1994 (the "Vardon Patent").  The
Vardon  Patent  includes  claims  directed to a number of aspects of a golf club
head and hosel,  including  claims  directed to an extended  radius of gyration,
which  includes an aspect of the club head  extending  behind the hosel.  Vardon
filed a complaint in the Northern District of Illinois, Eastern Division, on May
13, 1998, in which Vardon  alleges that six golf club  manufacturers,  including
the Company,  have  manufactured,  sold,  offered to sell and distributed in the
United States, specifically in the Northern District of Illinois,  wood-type and
iron golf clubs that are covered by at least one claim of the Vardon  Patent and
a related  design  patent.  The Company  does not believe that the Tegra line of
clubs  infringes any of the claims of these patents and the Company has prepared
and filed a response to the complaint; however, there can be no assurance that a
court will find that the  Company  does not  infringe  one or the other of these
patents,  or both. If Vardon is  successful  in asserting  its patent,  it could
require the Company to alter or withdraw existing products, delay or prevent the
introduction  of new  products,  or force  the  Company  to pay  damages  if the
products have been introduced.

         The  Company  has been named as a  defendant,  together  with May Davis
Group ("May  Davis"),  in a  litigation  brought in the United  States  District
Court,  Southern  District of New York on December 11, 1998 (Case Number  98CIV.
8772) brought by Argent  Securities,  Inc.  ("Argent").  Argent alleges that the
Company has breached a letter of intent with Argent whereby Argent was to act as
the  underwriter of the company's  initial public offering of securities as well
as a Private  Placement  Agreement  whereby  Argent was to act as the  placement
agent of the Company's  private  placement of securities.  The complaint alleges
that Argent is owed  $20,557 by the Company for expenses and $1.5 million by the
Company for services  performed  by Argent for the benefit of the  Company.  The
complaint  further alleges that May Davis was  instrumental in interfering  with
these  contracts and Argent is seeking $1.5 million in damages from May Davis as
damages caused by such alleged tortious interference. Finally Argent is claiming
$1.5 million in damages  against both of the Company and May Davis,  jointly and
severally,  which is to equal lost  revenues and future  profits of Argent.  The
Company believes these claims are without merit and intends to vigorously defend
itself against these claims.  The Company is also  considering  bringing counter
claims against Argent. There can be no assurance however,  that the Company will
be successful in defending  itself  against these claims and if the Company were
to lose such litigation it would have a materially adverse effect on the Company
and its ability to continue operations.

         The  Company had  extensive  negotiations  with an entity  representing
professional golfer Ian Woosnam for in excess of one year in an attempt to reach
an agreement on the terms of a long term  endorsement  contract  under which Mr.
Woosnam would endorse Tegra golf equipment, apparel and accessories. While these
negotiations  were ongoing,  Mr. Woosnam used Tegra golf equipment,  apparel and
accessories  while  competing on the US and European PGA Tours.  The Company and
Mr. Woosnam have been unable to reach  agreement on the terms of the endorsement
contract and at this time negotiations have stopped. The Company has made offers
to Mr.  Woosnam in an attempt to  compensate  Mr.  Woosnam  for the value of the
services he rendered  during 1998.  Should the Company and Mr. Woosnam be unable
to amicably reach an agreement  regarding the value of the services  rendered by
Mr. Woosnam,  Mr. Woosnam may decide to pursue legal action against the Company.
In the event that Mr.  Woosnam  does file a lawsuit  against  the  Company,  the
Company will assert its defenses  vigorously;  however, no assurance can be made
that the  Company  will  prevail or as to the  damages  which a court may assess
against the Company if Mr. Woosnam were to prevail in any such action.

     From  time to time the  Company  has been  threatened  with,  or named as a
defendant in,  lawsuits in the ordinary  course of its  business.  The Company's
management  does not believe that any of these lawsuits are material.  There can
be no assurance that one or more future  lawsuits,  if decided  adversely to the
Company,  would not have a material  adverse  effect on the Company's  business,
financial condition and results of operations.



<PAGE>
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.

PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

         The  Company  consummated  an initial  public  offering  of its Class A
Common Stock,  par value $0.01 per share ("Class A Common Stock")  pursuant to a
registration  statement  declared effective by the Commission on March 16, 1999,
File No.  333-58631  ("Registration  Statement").  The  Class A Common  Stock is
quoted on the Over The Counter Electronic  Bulletin Board under the symbol TGRA.
The Company's  Class B Common Stock , par value $0.01 per share ("Class B Common
Stock") has no public trading market.

         As of April 30, 1999 there were  approximately  45 holders of record of
Class A Common Stock  inclusive of those  brokerage firms and/or clearing houses
holding the  Company's  Class A Common Stock in street name for there  clientele
(with each such brokerage  house and/or  clearing house being  considered as one
holder) and two holders of record of Class B Common Stock.

         The  Company  has not paid any  dividends  to date on  either  class of
Common Stock.


Recent Sales of Unregistered Securities

     On October 7, 1998, the Company amended its certificate of incorporation to
create two classes of Common Stock.  References to Common Stock below are to the
Common Stock of the Company prior to this Amendment.

     The following  information is furnished with regard to all securities  sold
by the Company within the past three years which were not  registered  under the
Securities  Act. The share numbers set forth below have been adjusted to reflect
a number of stock splits.

     The  issuances  described  in this  Item 5 were made in  reliance  upon the
exemption  from  registration  set forth in Section 4(2) of the  Securities  Act
relating to sales by an issuer not  involving any public  offering.  None of the
foregoing   transactions  involved  a  distribution  or  public  offering.   The
recipients of all of these  securities  represented  that such  securities  were
being acquired for investment and not with a view to the  distribution  thereof.
In addition,  the  certificates  evidencing  these  securities bear  restrictive
legends.  All  investors  represented  that they were  either  sophisticated  or
accredited  investors.  All investors were given full disclosure  concerning the
Company and its business as well as a full  opportunity  to ask questions of and
receive answers from the Company and its officers and authorized representatives
regarding the terms and conditions of the offering as well as the affairs of the
Company and related matters.


<PAGE>
<TABLE>
<CAPTION>
Issuances of Common Stock

Name                                                        Number of Shares    Purchase Price       Date Sold

<S>                                                               <C>           <C>                  <C>
Paul Berger..........................................             333,333       $ 132,000             May 13, 1996
                                                                  117,630          95,000             June 21, 1996
                                                                  207,690         170,000             August 19,1996
                                                                1,204,800         588,660             February 27,1997

Jim Dodrill..........................................             333,333         132,000             May 31, 1996
                                                                    4,833          10,150             April 22,1997

Michelle Cohen.......................................              76,502         210,000             September 4, 1996
David Staudinger.....................................               6,666          14,000             July 25, 1997
Walter Maupay........................................              16,666          35,000             July 31, 1997
Walter & Gina McDonough..............................               3,333           7,000             August 1, 1997
DDJ Hackworthy Ltd Pp................................              47,619         100,000             August 11, 1997
David Stern..........................................               8,333          17,500             August 18, 1997
Ian Woosnam (1)......................................             104,784         220,047             October 1, 1997
Synergy Group International (2)                                   200,000         100,000             October 17, 1997
Carol Dodrill/Bill Powell (3)........................             100,000          50,000             October 28, 1997
Paul Fairchild.......................................              33,333          70,000             October 30, 1997
Rodger Berman (2)....................................               6,666           5,000             November 10, 1997
Frank Maddocks.......................................              60,000          45,000             November 11, 1997
Glen Day.............................................              10,000          (4)                January 1, 1998
Dan Snider...........................................               1,250          (4)                January 1, 1998
Arthur Chou..........................................               1,666          (4)                January 1, 1998
Andrew Holder/Marc Roberts (2)                                    100,000         100,000             January 23, 1998
Argent Securities, Inc...............................             125,000          (4)                January 23, 1998
         Total.......................................
</TABLE>

   Purchase  price  was paid by the  individual  forgoing  payments  due under a
contract with Company in amounts equal to the purchase price.  These individuals
purchased stock from Paul Berger and Jim Dodrill.
These individuals  purchased stock from Paul Berger. Issued in connection with a
services contract.

     In November 1998, the Company  executed  exchange  agreements  with certain
noteholders,  including  officers  and a related  party,  whereby  such  parties
exchanged  an  aggregate of  $6,121,284  of principal  and interest on notes for
1,224,257 shares of the Company's Class A Common Stock and 1,224,257 warrants to
acquire shares of the Company's Class A Common Stock.

     Between November 1998 and February 1999, the Company  received  $225,000 in
exchange for notes payable bearing interest at rates between 10% and 12% with an
equivalent  face amount and 18,000 shares of the Company's Class A Common Stock.
These notes matured upon the earlier of (a) various  dates between  February and
October 1999 and (b) five days subsequent to the completion of an initial public
offering by the Company. These loans were repaid in March 1999.


Debt Securities and Warrants

     From February,  1997 through July 1, 1998, the Company issued  unregistered
debt securities and warrants to a number of individuals pursuant to five private
placements  and to Stanley  Berger in  connection  with certain  advances to the
Company.  The issuances made in connection with these  transactions were made in
reliance on Section 4(2) of the Securities Act. In each case, each purchaser was
an accredited investor. The following summary of these transactions reflects the
effect of all stock  splits of the  Company's  Common  Stock.  The summary  also
reflects  a 25%  increase  in the  number of shares of Common  Stock that may be
purchased by each investor in the offerings  described  under (a) and (b) below,
which  increase  was  granted by the Company in return for an  extension  of the
payment date for each Note.
<PAGE>
     (a) In February  through  April,  1997,  the Company sold through a private
placement a total of 9.75 Units (or portions of a Unit) to fourteen individuals,
each Unit  consisting  of a  non-transferable  promissory  note in the amount of
$100,000,  earning 12.5%  interest  annually,  and a warrant to purchase  13,570
shares of the Common Stock of the Company.  The  warrants are  convertible  into
shares of Common Stock at $0.75 per share and terminate after five years.

     (b) In May through June, 1997, the Company sold through a private placement
a total of 10.5 Units (or  portions of a Unit) to ten  individuals  (all of whom
had  participated  in the first private  placement),  each Unit  consisting of a
non-transferable  promissory note in the amount of $50,000, earning 15% interest
annually,  and a warrant to purchase  27,708  shares of the Common  Stock of the
Company.  The warrants are convertible  into shares of Common Stock at $0.75 per
share and terminate after five years.

     (c) In July, 1997, the Company sold through a private  placement a total of
six Units (or portions of a Unit) to three individuals,  each Unit consisting of
a  non-transferable  promissory  note in the amount of  $75,000,  earning  12.5%
interest  annually,  and a warrant to purchase 15,000 shares of the Common Stock
of the  Company.  The warrants  are  convertible  into shares of Common Stock at
$2.10 per share and  terminate  after five years.  One investor in this offering
received  warrants to purchase an  additional  98,333  shares of Common Stock at
$3.00 per share,  and one investor  received  warrants to purchase an additional
31,666 shares of Common Stock at $2.10 per share.

     (d) In January  through  June,  1998,  the Company  sold  through a private
placement a total of 70.1 Units (or portions of a Unit) to 43 individuals  (four
of whom had participated in the first private  placement),  each Unit consisting
of a non-transferable  promissory note in the amount of $50,000 and an option to
receive an additional  $3,125 in cash or a warrant to purchase  25,000 shares of
the Common  Stock of the Company.  Argent  Securities,  Inc.  acted as placement
agent in the private placement and received  compensation of $499,150 consisting
of a 10% commission and certain other fees.

     (e) On July 1,  1998,  the  Company,  the  Company  sold  through a private
placement a total of one Unit to a single individual,  which Unit consisted of a
non-transferable  promissory  note in the  amount of  $400,000  and a warrant to
purchase  533,333  shares of the Common  Stock of the  Company.  The  warrant is
convertible  into shares of Common Stock at $7.25 per share and terminates after
three years.  H.J. Meyers acted as placement agent in the private  placement and
received compensation of $40,000 consisting of a 10% commission.

     (f) In September, 1996 through January, 1998, the Company issued a total of
ten  non-transferable  promissory  notes,  totaling  $340,000  and  warrants  to
purchase  a total of  67,857  shares of the  Common  Stock of the  Company.  The
warrants are convertible  into shares of Common Stock at exercise prices ranging
from $0.75 per share to $4.00 per share and terminate after 5 years.



<PAGE>
Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         OPERATIONS AND FINANCIAL CONDITION

General

     The statements contained in this report that are not historical are forward
looking  statements  within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act,  including  statements  regarding the Company's
expectations,  intentions,  beliefs or  strategies  regarding  the  future.  All
forward looking statements include the Company's statements regarding liquidity,
anticipated  cash needs and  availability  and anticipated  expense levels.  All
forward  looking  statements  included in this  report are based on  information
available  to the  Company  on the  date  hereof,  and the  Company  assumes  no
obligation to update any such forward looking statement. It is important to note
that the Company's  actual  results could differ  materially  from those in such
forward looking statements.

     The following analysis of the Company's  financial  condition as of and for
the  fiscal  years  ended  January  31,  1999 and 1998 and for the  period  from
February  8,  1996  (inception)  through  January  31,  1997  should  be read in
conjunction with the Company's  financial  statements and notes thereto included
elsewhere in this report.

RESULTS OF OPERATIONS 1999 vs. 1998

     Sales during the year ended January 31, 1999 totaled  $468,194  compared to
sales of $741,120 for the year ended  January 31, 1998.  Of the sales during the
year ended January 31, 1999,  $445,799 were generated by sales of Tegra products
and $22,395 by sales of HiPPO  products.  This compares to sales during the year
ended  January 31, 1998,  of $588,514  generated by sales of HiPPO  products and
$152,606 by sales of Tegra products.

     The Company introduced the HiPPO line in July of 1997 and the Tegra line in
October of 1997.  Sales during both the year ended January 31, 1999 and the year
ended January 31, 1998 were negatively impacted because the Company was not able
to  purchase  inventory  to fill  customer  orders as a result of the  Company's
inadequate working capital and lack of open terms with its vendors.  The Company
believes  that the  absence  of  sufficient  working  capital  has  historically
prevented  the Company from taking full  advantage  of demand for its  products.
Likewise,  the  Company  believes  that the lack of open terms with its  vendors
contributed to preventing the Company from meeting this demand.

     In May of 1998 the Company  sold its license to sell HiPPO  products in the
U.S.  back to Hippo  Holdings,  Ltd.  along with all existing  HiPPO  inventory,
marketing materials and related  liabilities.  In return, the Company received a
cash payment from Hippo Holdings,  Ltd. of approximately  $413,000.  In addition
Hippo  Holdings,  Ltd.  returned to the Company  50,000  shares of the Company's
Common  Stock and assumed  commitments  of the Company in excess of  $1,000,000.
Accordingly,  the Company has ceased  selling HiPPO products and does not expect
to receive revenue on a going forward basis from such brand.

     Costs of sales  during the year ended  January  31, 1999  totaled  $685,131
compared to cost of sales during the year ended January 31, 1998 of $859,317. Of
the total incurred during the year ended January 31, 1999, approximately $48,307
reflects  costs  associated  with  air  freighting   goods  from   manufacturing
facilities,  which are in Asia,  to the  Company's  warehouse in Miami,  Florida
compared to approximately  $89,343 for the year ended January 31, 1998. The cost
of air  freight was  necessitated  by the  Company's  marginal  working  capital
position  which limited the Company's  ability to place orders as far in advance
as would otherwise be desirable or to maintain  inventory to support demand. The
Company's shortage of working capital required the Company to attempt to shorten
lead times  involved  in  production  and  shipping of goods in order to deliver
product as quickly as  possible to its  customers.  Other  incremental  delivery
costs of  $47,787  also  adversely  impacted  cost of sales for the year  ending
January 31, 1998.  Additional  production  cost variances of $52,218 in material
and assembly  charges  attributed to smaller  production runs and  manufacturing
carrying charges than the Company expects would have been the case if it were in
a better working capital position also adversely  impacted cost of sales for the
year ending January 31, 1998. Costs of sales in comparison to sales for the year
ended January 31, 1998 was negatively impacted by the liquidation of apparel for
$85,356  with a cost of $151,089.  Cost of sales for the year ended  January 31,
1999 were also  negatively  impacted by $142,157 loss for liquidation of apparel
below cost.
<PAGE>
     Research and development  costs totaled $189,581 for the year ended January
31, 1999 as compared to $451,019  for the year ended  January 31, This  decrease
resulted from reduced spending  associated with final  development of Tegra golf
equipment.

     During the year  ended  January  31,  1998 the  Company  incurred a royalty
expense of $16,681 to Hippo  Holdings,  Ltd. in  connection  with sales of HiPPO
products.  Because all such sales have been terminated,  the Company incurred no
such royalty  expense  during the year ended January 31, 1999 and will no longer
have any royalty expenses to Hippo Holdings, Ltd.

     Selling,  general and  administrative  expenses totaled  $5,861,141 for the
year ended January 31, 1999 as compared to $3,669,657 for the year ended January
31, 1998 This increase  resulted  primarily from  increased  payroll and related
expenses,  advertising and promotion,  travel, professional fees and facilities,
supplies and services.

RESULTS OF OPERATIONS 1998 vs. 1997

         Sales during the year ended  January 31, 1998 totaled  $741,120.  There
were no sales  during the period  February  8, 1996  (inception)  to January 31,
1997.  Of the sales  during the year  ended  January  31,  1998,  $588,514  were
generated by sales of HiPPO products and $152,606 by sales of Tegra products.

         The  Company  introduced  the HiPPO  line in July of 1997 and the Tegra
line in October of 1997.  Sales  during the year  ended  January  31,  1998 were
negatively  impacted  because the Company was not able to purchase  inventory to
fill customer orders as a result of the Company's inadequate working capital and
lack of open terms with its vendors.  The Company  believes  that the absence of
sufficient  working capital has  historically  prevented the Company from taking
full advantage of demand for its products.  Likewise,  the Company believes that
the lack of open terms with its vendors  contributed  to preventing  the Company
from meeting this demand.

         Costs of sales during the year ended January 31, 1998 totaled $859,317.
Of this  amount,  approximately  $89,343  reflects  costs  associated  with  air
freighting  goods  from  manufacturing  facilities,  which  are in Asia,  to the
Company's warehouse in Miami,  Florida. The cost of air freight was necessitated
by the Company's  marginal  working capital position which limited the Company's
ability to place orders as far in advance as would  otherwise be desirable or to
maintain  inventory to support demand. The Company's shortage of working capital
required the Company to attempt to shorten lead times involved in production and
shipping  of goods in order to deliver  product as  quickly as  possible  to its
customers.  Other incremental  delivery costs of $47,787 also adversely impacted
cost of sales for the year ending January 31, 1998.  Additional  production cost
variances  of $52,218 in material  and assembly  charges  attributed  to smaller
production  runs and  manufacturing  carrying  charges than the Company  expects
would have been the case if it were in a better  working  capital  position also
adversely  impacted cost of sales for the year ending January 31, 1998. Costs of
sales in comparison to sales for the year ended January 31, 1998 was  negatively
impacted by the liquidation of apparel for $85,356 with a cost of $151,089.

         Research  and  development  costs  totaled  $451,019 for the year ended
January 31, 1998 as compared to $650,805 for the period ended  January 31, 1997.
This  31%  decrease  resulted  from  reduced  spending   associated  with  final
development of Tegra golf equipment.

         During the year ended  January 31, 1998 the Company  incurred a royalty
expense of $16,681 to Hippo  Holdings,  Ltd. in  connection  with sales of HiPPO
products.  No royalty  expense was incurred during the period ending January 31,
because the Company had not begun sales of its products.

         Selling, general and administrative expenses totaled $3,669,657 for the
year ended  January  31, 1998 as compared  to  $1,251,009  for the period  ended
January 31, 1997. This increase  resulted  primarily from increased  advertising
and  promotion  spending  and  development  costs and growth in  employment  and
related costs.
<PAGE>
FORECAST

         The Company expects to commence sales of Tegra products as existing and
potential  retailers and consumers gain familiarity with the Tegra brand and the
benefits  offered by the  Company's  Tegra  Driver  which the  Company  plans to
advertise  extensively  through the  Company's 30 minute  infomercial  which the
Company anticipates airing beginning June 1999.

         The Company  anticipates that its cost of goods sold will decrease with
increased  volume of purchasing and lower costs associated with shipping product
as the Company's working capital position improves.

         The Company  anticipates  that within the  following  12 months it will
hire an additional 5 people.  Of these 5 people,  2 are expected to be hired for
sales  positions.   These  individuals  will  primarily  be  territory  managers
responsible for sales to specific accounts within a defined  geographic  region.
The  remaining  new  hires  will work in  customer  service  and  administrative
positions.

YEAR 2000 COMPLIANCE

         Many  existing  computer  systems and  applications  and other  control
devices  use only two  digits  to  identify  a year in the date  field,  without
considering  the impact of the upcoming change in the century.  As a result,  as
year 2000 approaches,  computer systems and applications  used by many companies
may need to be upgraded to comply  with "Year  2000"  requirements.  The Company
relies on its systems in operating and monitoring  many  significant  aspects of
its business,  including  financial  systems (such as general  ledger,  accounts
payable,  accounts  receivable,   inventory  and  order  management),   customer
services,  infrastructure  and network  and  telecommunications  equipment.  The
Company also relies directly and indirectly on the systems of external  business
enterprises such as customers, suppliers, creditors, financial organizations and
domestic and international governments. The Company currently estimates that its
costs associated with Year 2000 compliance,  including any costs associated with
the  consequences  of incomplete or untimely  resolution of Year 2000 compliance
issues,  will not have a  material  adverse  effect on the  Company's  business,
financial  condition  or results of  operations.  However,  the  Company has not
exhaustively  investigated  and does not  believe  it has fully  identified  the
impact of Year 2000  compliance  and has not  concluded  that it can resolve any
issues that may arise in  complying  with Year 2000  without  disruption  of its
business or without  incurring  significant  expense.  In addition,  even if the
Company's  internal systems are not materially  affected by Year 2000 compliance
issues, the Company could be affected through disruption in the operation of the
enterprises with which the Company interacts.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  primary  source of liquidity has  historically  consisted of
sales of equity securities and high yield debt borrowings. During the year ended
January 31, 1999 the Company borrowed  $4,205,000 from unaffiliated  individuals
at interest  rates ranging from 7.5% to 12% and with a weighted  average rate of
9.3% Additionally, the Company borrowed $19,147 from the Chief Executive Officer
of the Company at an interest rate of 12.5%.

     In November 1998, the Company executed  exchange  agreements (the "Exchange
Agreements")  with certain  unaffiliated  noteholders  whereby such note holders
exchanged an aggregate  of  $5,210,236  principal  amount of  indebtedness  plus
accrued  interest for 1,042,047  shares of Common Stock and 1,042,047  Warrants.
Holders of  $375,000  principal  amount of  indebtedness  refused to execute the
Exchange Agreement and such amount remained outstanding at January 31, 1999. The
Company  is  attempting  to  negotiate   settlement  of  this  amount  with  the
noteholders.  In  addition,  in November  1998,  $911,048  which the Company had
borrowed from certain officers or persons  affiliated to officers of the Company
was also converted into 182,210 shares of Common Stock and 182,210 Warrants.


<PAGE>
         The Company has  developed and  implemented  strategies to meet ongoing
and future  liquidity needs.  These strategies  include (i) obtaining funds from
private placements of securities of the Company; (ii) an initial public offering
of the  Company's  Class A Common  Stock  (iii)  arranging  for  purchase  order
financing  and (iv)  arranging  for working  capital  financing on inventory and
receivables  to assist in cash flow.  In  addition,  the  Company has reached an
agreement  with Wisdom  Industries  Co.,  Ltd.,  ("Wisdom") one of the Company's
principal  suppliers  of driver  heads in which  Wisdom  has agreed to allow the
Company to pay for 30% of the purchase  price of driver heads with Common Stock.
The terms of the  agreement  also  provide the Company with  extended  terms for
payment  of the  remainder  of the  cash  portion  of the  purchase  price.  The
management  of the  Company  believes  that these  actions  along with a tighter
control on overall costs will allow the Company to meet its liquidity  needs for
the  next  12  months.  If one or  more  of the  Company's  financing  plans  or
strategies are not successful,  it may materially impact the Company's cash flow
needs during the next twelve months.

         Pursuant to the terms of a  factoring  agreement,  the Company  assigns
substantially  all of its accounts  receivable  to a factor with  recourse.  The
Company is able to borrow up to 50% of eligible accounts receivable, as defined,
up to a maximum amount of $1 million. Advances from the factor incur interest at
24% per annum.  Receivables  assigned  to the factor are  subject to a charge of
3.0% of the face  amount of the  receivable.  The  advances  from the factor are
secured by all the Company's assets. During the year ended January 31, 1998, the
Company incurred  interest  charges of $10,059 and factoring  charges of $7,739.
During the year ended January 31, 1999, the Company incurred  combined  interest
and factoring charges of $34,877. The term of the factoring agreement is through
August 1999 and renews for successive  twelve month periods  thereafter,  unless
canceled  by the Company or the factor.  At January  31,  1998,  the Company had
received  advances of approximately  $115,000 in excess of those permitted under
the  factoring  agreement,  resulting  in the  Company  being in default of such
agreement. As a result of the default, the factor had the right to terminate the
agreement and demand payment of the funds advanced.  Subsequent to year end, the
Company  reduced the amounts  outstanding  under the factoring  agreement and is
currently within the borrowing base of such agreement.


SEASONALITY

         The  business  of the  Company  is subject  to  seasonal  fluctuations.
Historically,  companies in the golf industry have seen their  greatest sales in
the  first  half of the  calendar  year,  and the  business  of the  Company  is
particularly dependent on sales during these months.  Nevertheless,  the Company
believes  that,  in the near term,  its sales may not reflect  this  seasonality
because the opening of new accounts during the second half of 1999 will outweigh
seasonal  effects,  which the Company expects may increase its sales during this
period.



<PAGE>
Item 7.  FINANCIAL STATEMENTS

         The Financial  Statements  are included with this report  commencing on
page F-1.

<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                           Page

<S>                                                                                                          <C>
Report of Independent Accountants                                                                          F-2

Balance Sheet, January 31, 1999                                                                            F-3

Statements of Operations, Years Ended
  January 31, 1999 and 1998                                                                                F-4

Statements of Changes in Shareholders' Deficit, Years Ended
  January 31, 1999 and 1998                                                                                F-5

Statements of Cash Flows, Years Ended
  January 31, 1999 and 1998                                                                                F-6

Notes to Financial Statements                                                                              F-8



</TABLE>



























                                      F-1

<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS




The Board of Directors and Shareholders
Outlook Sports Technology, Inc.


     We  have  audited  the   accompanying   balance  sheet  of  Outlook  Sports
Technology,  Inc.  as of  January  31,  1999,  and  the  related  statements  of
operations,  changes in shareholders'  deficit, and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit 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 audit provides 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 Outlook Sports Technology,
Inc. as of January 31,  1999,  and the  results of its  operations  and its cash
flows for the year then ended in conformity with generally  accepted  accounting
principles.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has incurred  recurring  losses and negative
cash  flows  from   operations  and  has  a  working   deficiency   capital  and
shareholders' deficit at January 31, 1999. These factors raise substantial doubt
about the Company's ability to continue as a going concern.  Management's  plans
in regard to these matters are described in Note 1. The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


                                           /S/WOLINETZ, GOTTLIEB & LAFAZAN, P.C.
                                              WOLINETZ, GOTTLIEB & LAFAZAN, P.C.



Rockville Centre, New York
May 6, 1999





                                       F-2
<PAGE>
                        OUTLOOK SPORTS TECHNOLOGY, INC.
                                  BALANCE SHEET
                                JANUARY 31, 1999

                                     ASSETS
<TABLE>
<CAPTION>

Current Assets:
<S>                                                                                 <C>        
 Accounts receivable (net of allowance for doubtful accounts
    of $147,605) ................................................................   $       --
  Inventories ...................................................................        225,804
  Prepaid expenses ..............................................................         33,747
                                                                                    ------------
         Total current assets ...................................................        259,551

Property and equipment (net of accumulated depreciation
  of $160,855) ..................................................................        354,318

Debt issuance expense - net .....................................................         22,000

Deferred offering costs .........................................................        170,706

                                                                                    $    806,575

                                            LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable ..............................................................   $  1,674,384
  Accrued expenses ..............................................................      1,571,899
  Accrued wages and related expenses ............................................      1,058,879
  Accrued interest payable ......................................................        233,322
  Advances from officer .........................................................         25,000
  Notes payable - current portion ...............................................        762,844
                                                                                    ------------
         Total current liabilities ..............................................      5,326,328

Notes payable - long-term .......................................................         40,000
                                                                                    ------------

                                                                                       5,366,328

Commitments and contingencies

Shareholders' Deficit:
  Preferred stock; $.01 par value, 5,000,000 shares authorized,
    none issued and outstanding .................................................           --
  Common stock; Class A, $.01 par value, 15,000,000
    shares authorized; 2,334,075 shares issued ..................................         23,341
  Common stock; Class B, $.01 par value, 5,000,000 shares
    authorized; 1,464,953 shares issued and outstanding .........................         14,650
  Treasury stock; 50,000 Class A shares at cost .................................        (19,300)
  Additional paid-in capital ....................................................      8,892,290
  Accumulated deficit ...........................................................    (13,470,734)
                                                                                     ------------
         Total shareholders' deficit ............................................    ( 4,559,753)
                                                                                     ------------

                                                                                    $    806,575

</TABLE>

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

                                       F-3
<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                          Year Ended                    
                                                          January 31,                    
                                                     1999            1998     
                                                --------------  ---------------

<S>                                              <C>            <C>        
Revenue ......................................   $   468,194    $   741,120
                                                  -----------   -----------

Costs and expenses:
  Costs of sales .............................       685,131        859,317
  Research and development ...................       189,581        451,019
  Stock-based compensation ...................          --          210,130
  Selling, general and administrative expenses     5,861,141      3,669,657
                                                  -----------   -----------

         Total costs and expenses ............     6,735,853      5,190,123
                                                  -----------   -----------

Loss from operations .........................    (6,267,659)    (4,449,003)
                                                  -----------   -----------

Other income (expense):
  Interest expense ...........................    (  544,869)    (  244,648)
  Gain on sale of license ....................       413,997           --   
                                                  -----------   -----------
                                                  (  130,872)    (  244,648)
                                                  -----------   -----------

Net loss .....................................   $(6,398,531)   $(4,693,651)
                                                  ===========   ===========

Net loss per common share - basic and diluted    $     (2.34)  $     (2.21)
                                                  ===========   ===========

Weighted average common shares outstanding ...     2,739,376      2,120,460
                                                  ===========   ===========

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-4



<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>


                                                                                Additional                      Total      
                                         Common Stock          Treasury         Paid in       Accumulated   Shareholders'
                                    Shares      Amount          Stock           Capital        Deficit         Deficit   

<S>               <C>              <C>         <C>            <C>             <C>            <C>             <C>          
Balance, February 1, 1997 ...      1,118,488   $     11,185   $       --      $  1,221,159   $ (2,378,552)   $ (1,146,208)

Issuance of common stock ....      1,205,583         12,056           --           932,218           --           944,274

Stock option compensation ...           --             --             --           153,166           --           153,166

Net loss ....................           --             --             --              --       (4,693,651)     (4,693,651)
                                 ------------   ------------    ------------   ------------    ------------    ------------

Balance, January 31, 1998 ...      2,324,071         23,241           --         2,306,543     (7,072,203)     (4,742,419)

Issuance of common stock
  for payment of services ...        242,700          2,427           --           411,786           --           414,213

Issuance of common stock
  upon conversion of debt ...      1,224,257         12,243           --         6,109,041           --         6,121,284

Issuance of common stock
  as debt issuance expense ..          8,000             80           --            39,920           --            40,000

Issuance of stock purchase
  warrants as payment of
  accrued interest ..........           --             --             --            25,000           --            25,000

Treasury stock, 50,000 shares           --             --          (19,300)           --             --        (  19,300)

Net loss ....................           --             --             --              --     ( 6,398,531)     (6,398,531)
                                ------------   ------------    ------------   ------------    ------------    ------------

Balance, January 31, 1999 ...      3,799,028   $     37,991   $    (19,300)   $  8,892,290   $(13,470,734)   $ (4,559,753)
                                ============   ============    ============   ============    ============    ============


</TABLE>


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

                                       F-5



<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                   Year Ended                    
                                                                   January 31,                    
                                                               1999           1998     
                                                          -------------- ---------------

Operating activities:
<S>                                                         <C>            <C>         
  Net loss ..............................................   $(6,398,531)   $(4,693,651)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization .....................       167,400          8,100
      Stock-based compensation ..........................          --          210,130
      Increase in allowance for doubtful accounts .......       112,605           --
      Stock issued for services .........................       414,213           --
      Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable ......        55,095     (  167,700)
        (Increase) decrease in inventories ..............       191,254     (  417,058)
        Increase in prepaid expenses ....................    (   20,893)    (   12,854)
        (Increase) decrease in deposits and
         other current assets ...........................        51,813     (   44,004)
        Decrease in prepaid royalties ...................       133,319         16,681
        Increase in accounts payable and accrued expenses     2,208,785      2,156,941
                                                             -----------   -----------

Net cash used in operating activities ...................    (3,084,940)    (2,943,415)
                                                             -----------   -----------

Investing Activities:
  Capital expenditures ..................................    (  302,074)    (  178,547)
                                                             -----------   -----------

Net cash used in investing activities ...................    (  302,074)    (  178,547)
                                                             -----------   -----------

Financing activities:
  Proceeds from line of credit ..........................           100         35,000
  Advances from officers ................................        44,147        255,000
  Proceeds from issuance of unsecured notes payable .....     4,205,000      2,265,500
`  Proceeds (payments) from (to) factor .................    (  277,394)       280,138
  Repayment of unsecured notes payable ..................    (  415,500)    (   30,000)
  Proceeds from exercise of stock options and sale of
    common stock ........................................          --          298,650
  Deferred offering costs ...............................    (  170,706)          --   
                                                             -----------   -----------

Net cash provided by financing activities ...............     3,385,647      3,104,288
                                                             -----------   -----------

Net decrease in cash ....................................    (    1,367)    (   17,674)

Cash, beginning of period ...............................         1,367         19,041
                                                             -----------   -----------

Cash, end of period .....................................   $      --      $     1,367
                                                             ===========   ===========

Supplemental disclosure of cash flow information:
  Cash paid for interest ................................   $     9,322    $     1,868
                                                             ===========   ===========

</TABLE>

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

                                       F-6

<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Continued)


Supplemental disclosure of noncash investing and financing activities:
<TABLE>
<CAPTION>

                                                                                             Year Ended                    
                                                                                              January 31,                    
                                                                            1999                              1998     
                                                                       --------------                   ---------------
<S>                                                                    <C>                               <C>         
Issuance of 1,024,800  shares of common stock in 
  February  1997 in exchange for the forgivness 
  of $588,660 of advances due to the Company's Chief
  Executive Officer                                                    $            -                    $    588,660
                                                                       ==================                ============

Issuance of 8,000 shares of Class A common stock
  as debt issuance expense                                             $      40,000                     $          -      
                                                                       ==================                ============

Return to the Company of 50,000  shares  of common
  stock  as treasury stock originally issued to a licensor
  in connection with sale of license back to licensor                  $      19,300                     $          -      
                                                                       ==================                ============

Issuance of 1,161,666  shares of Class A common stock 
  and 1,161,666  warrants to purchase Class A common 
  stock in connection  with  conversion of notes payable
  and accrued interest on notes, pursuant to exchange
  agreement                                                            $ 5,808,327                       $          -      
                                                                       =================                 ============

Issuance  of 62,591  shares  of Class A common  stock  
  and  62,591  warrants  to purchase Class A common 
  stock to the Company's  President and Chief  Executive
  Officer in  connection  with  conversion  of advances
  made to the Company and accrued interest on such advances,
  pursuant to exchange agreement                                      $    312,957                       $          -
                                                                      ================                   ============




</TABLE>















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

                                       F-7


<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 1 -          Organization and Basis of Presentation
                  --------------------------------------

                         Outlook  Sports  Technology,  Inc. (the  "Company") was
                    incorporated  on February 8, 1996 in the State of  Delaware.
                    The Company is a designer and marketer and,  through the use
                    of contracted  parties,  a manufacturer  of golf  equipment,
                    apparel  and  accessories  under  the  TEGRA(TM)brand  name.
                    TEGRA(TM)golf clubs incorporate the Company's patent-pending
                    Invisible Inset Hosel(TM).

                         The  Company  initially  entered  the U.S.  golf market
                    under a license agreement with Hippo Holdings,  Ltd. ("Hippo
                    Holdings"),   a  British  golf  equipment  manufacturer  and
                    distributor. Under the terms of the licensing agreement, the
                    Company  acquired the rights,  in perpetuity,  to market and
                    sell  HiPPO(TM)brand  products  in the U.S.  and  Canada for
                    50,000  shares of the Company's  common  stock,  and prepaid
                    royalties  of $150,000.  In May 1998,  the Company sold this
                    license back to Hippo Holdings (see Note 9).

                         The   accompanying   financial   statements  have  been
                    prepared  assuming that the Company will continue as a going
                    concern.  Since its  inception in 1996  through  January 31,
                    1999,   the  Company  has  incurred   recurring   losses  of
                    approximately  $13,471,000  and has not generated  cash from
                    its operating activities. Additionally, at January 31, 1999,
                    the Company  had a  shareholders'  deficit of  approximately
                    $4,560,000 and its current liabilities  exceeded its current
                    assets by  approximately  $5,067,000.  These factors,  among
                    others,  raise substantial doubt about the Company's ability
                    to continue as a going concern.  Continuation of the Company
                    is  dependent  on  (i)  achieving  sufficiently   profitable
                    operations and (ii)  obtaining  adequate  financings.  These
                    financial statements do not reflect any adjustments relating
                    to the  recoverability  and classification of asset carrying
                    amounts or the amount and classification of liabilities that
                    might  result  should the Company be unable to continue as a
                    going concern.

                         In  connection  with the above,  during March and April
                    1999 the Company  completed an initial public offering under
                    which the Company sold 438,500  shares of its Class A common
                    stock for net proceeds of approximately $1,794,000 inclusive
                    of  certain  unpaid  offering  expenses  (see Note  10).  In
                    addition,  the  Company  intends to raise  additional  funds
                    through a combination of equity and/or debt financings.  The
                    Company  also  intends  to test  market an  infomercial  for
                    TEGRA(TM)drivers   on  network   affiliates,   sports  cable
                    channels and  regional  cable  channels in the  Northeastern
                    United States  beginning in June 1999.  The success of these
                    planned measures however,  cannot be determined at this time
                    and there can be no assurance  that these  planned  measures
                    will be realized.

NOTE 2 -          Summary of Significant Accounting Policies
                  ------------------------------------------

     Use of Estimates

                         The  preparation of financial  statements in conformity
                    with  generally  accepted  accounting   principles  requires
                    management to make estimates and assumptions that affect the
                    reported   amounts  of  assets  and   liabilities   and  the
                    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 these estimates.

     Cash

                         The Company considers those  short-term,  highly liquid
                    investments with original maturities of three months or less
                    as cash.




                                       F-8


<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 2 -          Summary of Significant Accounting Policies (Continued)
                  ------------------------------------------------------

     Inventories

                         Inventories,  which is primarily comprised of clubs and
                    component  parts,  is  stated at the lower of cost or market
                    with cost determined using the first-in,  first-out  method.
                    Component parts consist primarily of golf club heads, shafts
                    and grips.

     Property and Equipment

                         Property   and   equipment   is  stated  at  cost  less
                    accumulated depreciation. Depreciation is computed using the
                    straight line method over the estimated  useful lives of the
                    related  assets,  which  approximate  three and five  years.
                    Significant  additions and  improvements are capitalized and
                    costs for maintenance and repairs are expensed as incurred.

     Deferred Offering Costs

                         Deferred  offering costs represent  charges incurred in
                    connection  with a proposed  initial public  offering of the
                    Company's common stock.  Upon successful  completion of such
                    offering,  the aggregate  offering  costs will be charged to
                    additional  paid-in capital.  In the event that the proposed
                    offering is unsuccessful,  the aggregate offering costs will
                    be charged to operations in the appropriate period.

     Debt Issuance Expense

                         Costs  associated  with certain of the  Company's  debt
                    financing  transactions have been  capitalized.  These costs
                    include the value of common stock issued,  as  consideration
                    for obtaining  various loans. Such costs are being amortized
                    over the terms of the related loans.

     Long Lived Assets

                         The Company reviews long lived assets and  identifiable
                    intangibles for  recoverability  and reserves for impairment
                    whenever events or changes in circumstances indicate.  Based
                    on estimated  future cash flows,  the carrying amount of the
                    assets will not be fully recoverable.

     Revenue Recognition

                         Revenue  from the sale of non  consignment  products is
                    recognized at the time title to such products  passes to the
                    customer.  Revenue  from the sale of products  delivered  on
                    consignment is recognized at the time such products are sold
                    by the customer.

     Research and Development Costs

                         Research and development  costs, which relate primarily
                    to the  design of the  TEGRA(TM)  brand name  products,  are
                    expensed as incurred.

     Advertising Costs

                         Advertising costs are expensed as incurred. Advertising
                    expense  consists of media  advertising as well as brochure,
                    production  and  direct  mail  costs.   Advertising  expense
                    approximated $1,033,000 for the year ended January 31, 1998.

                                       F-9


<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 2 -          Summary of Significant Accounting Policies (Continued)
                  ------------------------------------------------------

     Income Taxes

                         The Company  records  deferred  income  taxes using the
                    liability method.  Under the liability method,  deferred tax
                    assets  and  liabilities  are  recognized  for the  expected
                    future tax consequences of temporary differences between the
                    financial  statement  and income tax bases of the  Company's
                    assets and liabilities. An allowance is recorded, based upon
                    currently available information, when it is more likely than
                    not that any or all of the  deferred  tax asset  will not be
                    realized.  The  provision  for income taxes  includes  taxes
                    currently  payable,  if any,  plus the net change during the
                    year in deferred tax assets and liabilities  recorded by the
                    Company.

     Stock-Based Compensation

                         The Company  accounts for  stock-based  compensation to
                    its  employees  using  the  intrinsic  value  method,  which
                    requires the  recognition of  compensation  expense over the
                    vesting period of the options when the exercise price of the
                    stock  option  granted  is less  than the fair  value of the
                    underlying common stock. Additionally,  the Company provides
                    pro  forma  disclosure  of net loss and loss per share as if
                    the  fair  value   method  had  been  applied  in  measuring
                    compensation expense for stock options granted.  Stock-based
                    compensation  related to options granted to non-employees is
                    recognized using the fair value method.

     Loss Per Share

                         The  computation  of loss per share of common  stock is
                    computed by dividing net loss for the period by the weighted
                    average  number of common  shares  outstanding  during  that
                    period.   The  weighted  average  number  of  common  shares
                    outstanding  for the years  ended  January 31, 1998 and 1999
                    excludes approximately 1,179,000 and 3,218,000 respectively,
                    of antidilutive stock options and warrants.

                         Because the Company is incurring losses,  the effect of
                    stock options and warrants is antidilutive. Accordingly, the
                    Company's  presentation of diluted earnings per share is the
                    same as that of basic earnings per share.

     Fair Value of Financial Instruments

                         The   carrying   value  of  the   Company's   financial
                    instruments,  including cash , accounts receivable, accounts
                    payable,  accrued  expenses and notes  payable  approximated
                    fair  value   because  of  the  short   maturity   of  these
                    instruments.  The Company  routinely  assesses the financial
                    strength  of its  customers  and  records an  allowance  for
                    doubtful  accounts when it determines  that  collection of a
                    particular amount is unlikely.

     Reclassifications

                         Certain items in these  financial  statements have been
                    reclassified to conform to the current period presentation.








                                      F-10


<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 3 -          Inventories
                  -----------

     Inventories consist of the following:

Components parts ..................   $ 64,800
Clubs .............................    124,216
Apparel, golf accessories and other     36,788
                                      --------
                                   $   225,804


NOTE 4 -          Property and Equipment
                  ----------------------

     Property and equipment consists of the following:

Furniture and fixtures .   $468,974
Equipment ..............     46,199
                           --------
                            515,173
Accumulated depreciation    160,855
                           $354,318

     The Company  recorded  depreciation  expense of $8,100 and $149,400 for the
years ended January 31, 1998 and 1999, respectively.


NOTE 5 -          Notes Payable
                  -------------

     Notes payable consist of the following:

Unsecured notes payable to private investors,
  due September 1998 (see below) ...................   $375,000
Unsecured notes payable to private investors,
  due February 1999, interest at 12% (see below) ...     75,000
Unsecured note payable to private investor,
  due September 1999, interest at 10% (see below) ..     25,000
Unsecured notes payable to private investors,
  due April 1999, interest at 7.5% .................    250,000
Unsecured line of credit, interest at the bank's
  prime  rate  plus 2%,  guaranteed  by  the
  Company's President and Chief Executive
  Officer, due on demand ...........................     35,100
Long-term unsecured notes payable to the
  Company's President and Chief Executive
  Officer, interest at 7.5%, due by September 2002 .     40,000
Advances from factor, interest at 24%, due on demand      2,744
                                                       --------
                                                        802,844
Current portion ....................................    762,844
                                                       --------
Long-term portion ..................................   $ 40,000
                                                       ========




                                      F-11


<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 5 -          Notes Payable (Continued)
                  -------------

                         In January 1998, as part of a proposed  $3,500,000 debt
                    offering, the Company issued a $50,000 note payable maturing
                    at the earlier of  September  1998 or within 5 days after an
                    initial  public  offering  of  the  Company's  common  stock
                    generating in excess of $7 million of gross  proceeds.  From
                    February  1998  through  June  1998 the  Company  raised  an
                    additional $3,455,000 through the issuance of notes payable,
                    the terms of which were the same as the  January  1998 note.
                    Under  the  terms of the debt  financing,  for each  $50,000
                    principal  the holder of the note  payable had the option to
                    receive  interest  in the  amount of $3,125 or  warrants  to
                    purchase  25,000 shares of the  Company's  common stock at a
                    price per share equal that to be offered in connection  with
                    the offering of warrants  under the  Company's  then planned
                    initial public  offering,  which  management  expected to be
                    115% of the per share initial public offering price.

                         In  July  1998  the  Company  issued  a  $400,000  note
                    payable,  the terms of which gave the  noteholder the option
                    to  receive  either  $25,000  in  interest  or  warrants  to
                    purchase  533,333  shares of the  Company's  common stock at
                    125% of the per share initial public offering price.

                         In November 1998,  noteholders of $3,530,000  principal
                    of the  $3,905,000  principal  described  above  elected  to
                    exchange  such  indebtedness  for an  aggregate  of  706,000
                    shares of the  Company's  Class A common  stock and  706,000
                    warrants to purchase  Class A common  stock (see Note 6). At
                    January 31, 1999 the Company was in default on the remaining
                    $375,000 notes payable.

                         In  connection  with  the  issuance  of the 12% and 10%
                    notes,  the Company  issued  8,000  shares of Class A common
                    stock valued at $40,000.  Such shares have been  recorded as
                    debt issuance expense and are being amortized over the terms
                    of the loans.

                         Pursuant  to the terms of a  factoring  agreement,  the
                    Company assigns substantially all of its accounts receivable
                    to a factor with recourse.  The Company is able to borrow up
                    to 50% of eligible accounts receivable,  as defined, up to a
                    maximum  amount of $1 million.  The agreement  calls for the
                    Company  to assign a  minimum  of $1.5  million  per year of
                    eligible accounts receivable,  as defined. Advances from the
                    factor bear interest at 24% per annum.  Receivables assigned
                    to the  factor  are  subject  to a charge  of 3% of the face
                    amount of the  receivable.  The advances from the factor are
                    secured  by all of the  Company's  assets.  During  the year
                    ended  January 31, 1998,  the Company  incurred  interest of
                    $10,059  and  factoring  charges of $7,739.  During the year
                    ended  January  31,  1999,  the  Company  incurred  combined
                    interest and  factoring  charges of $34,877.  The  factoring
                    agreement,  as amended on August 31, 1998, is for an initial
                    term of twelve months and renews for successive twelve month
                    periods  thereafter,  unless cancelled by the Company or the
                    factor.
















                                      F-12


<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 6 -          Shareholders' Deficit
                  ---------------------  

     Stock Splits and Number of Authorized Shares

                         In February 1997,  the Company  increased the number of
                    authorized   shares  of  common  stock  from   6,500,000  to
                    10,881,000  and  simultaneously  effected a 3-for-2  reverse
                    stock split. In July 1997, the Company  increased the number
                    of  authorized  shares of common  stock from  10,881,000  to
                    24,300,000.  On January 31, 1998, the Company  decreased the
                    authorized   shares  of  common  stock  to   8,100,000   and
                    simultaneously effected a 3-for-1 reverse stock split.

                         In October 1998,  the Company  increased the authorized
                    shares of common stock from 8,100,000 to 20,000,000.  Within
                    the authorized shares of common stock, the Company created a
                    Class A and a Class B stock,  consisting of  15,000,000  and
                    5,000,000 shares of stock, respectively.  Additionally,  the
                    Company authorized  5,000,000 shares of preferred stock, par
                    value $0.01 per share.

                         All  references  to the number of common shares and per
                    share  amounts  elsewhere in the  financial  statements  and
                    related  footnotes  have been restated to reflect the effect
                    of all stock splits for all periods presented.

     Common Stock

                         During  February  1997, the Company's  Chief  Executive
                    Officer  was issued  approximately  1,025,000  shares of the
                    Company's  common  stock in return  for the  forgiveness  of
                    $588,660 in advances to the Company at various  dates during
                    1996 and 1997. The Company recorded approximately $57,000 of
                    compensation expense in connection with the issuance of such
                    shares  based on the fair  market  value  of the  shares  as
                    determined by an  independent  valuation.  Also,  during the
                    year ended January 31, 1998, the Company sold  approximately
                    181,000  shares of its common stock for  $299,000,  of which
                    4,833 shares were sold to a related party.

                         In March 1998,  the Company  issued 104,784 shares to a
                    professional  golfer as  consideration  for $220,047 owed to
                    such golfer under the Company's endorsement arrangement with
                    Hippo  Holdings.   The  Company  was  then   negotiating  an
                    endorsement  contract with this professional  golfer for the
                    Company's TEGRA(TM)brand products. These negotiations ceased
                    prior to any agreement being reached between the Company and
                    the golfer.

                         On  April  29,  1998,   the  Company   entered  into  a
                    consulting  agreement  with a  financial  advisor  to obtain
                    financial  investment services through January 22, 2000. The
                    consideration provided for in the agreement was the issuance
                    of  125,000  shares  of the  Company's  common  stock.  This
                    agreement was  terminated  by the Company in November  1998.
                    Accordingly,  the Company  recorded  $125,000 as a charge to
                    operations in the current period.

                         In March 1998 the Company issued 12,916 shares of Class
                    A common  stock  valued at $69,166 to three  consultants  in
                    connection with services performed.

                         In connection with issuance of $100,000 principal notes
                    payable  (see Note 5) the  Company  issued  8,000  shares of
                    Class A common  stock  valued at  $40,000.  Such shares have
                    been  recorded  as  debt  issuance  expense  and  are  being
                    amortized over the term of the loans.




                                      F-13
<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 6 -          Shareholders' Deficit (Continued)
                  ---------------------------------

                  Common Stock (Continued)

                         On October 7, 1998,  the Company's  President and Chief
                    Executive Officer converted an aggregate of 1,464,953 shares
                    of their Class A common  stock to the  equivalent  number of
                    Class B common stock. The Company has agreed not to register
                    the Class B common stock under the  Securities  Exchange Act
                    of 1933 for a period of two years.  The Class B common stock
                    converts to an equal amount of Class A common stock upon the
                    earlier  of (i)  October  31,  2000 or (ii) such time as the
                    closing  price for the Class A common  stock  shall equal or
                    exceed  $8 for a  period  of 10  consecutive  trading  days.
                    Otherwise,  the rights of the holders of Class A and Class B
                    common stock are substantially the same.

                         In  November  1998,  the  Company   executed   exchange
                    agreements  with  certain  noteholders  including  a related
                    party,  whereby  such  parties  exchanged  an  aggregate  of
                    $5,808,327  of principal and interest on notes for 1,161,666
                    Class A shares of common  stock and  1,161,666  warrants  to
                    acquire Class A shares of common  stock.  Subsequent to such
                    exchange,  the Company was in default on $375,000  principal
                    notes payable.

                         Addiitonally,  in November 1998,  the Company  executed
                    exchange  agreements with the Company's  President and Chief
                    Executive  Officer who had  advanced  funds to the  Company,
                    whereby such officers  exchanged an aggregate of $312,957 of
                    principal and interest on advances for 62,591 Class A shares
                    of common  stock and  62,591  warrants  to  acquire  Class A
                    shares of common stock.

     Common Stock Warrants

                         In connection  with the issuance of its unsecured notes
                    payable to private investors, the Company issued warrants to
                    purchase shares of its common stock as follows:
<TABLE>
<CAPTION>

                                                               Warrants
          
                                                                   Weighted Average
                                                        Shares     Exercise Price

<S>              <C> <C>                                   <C>     <C>     
Balance, January 31, 1997 ............................     7,150   $   1.13
Warrants issued in connection with $975,000 of
  notes payable at 12.5% .............................   107,250       0.75
Warrants issued in connection with $525,000 of
  notes payable at 15% ...............................   232,750       0.75
Warrants issued in connection with $420,000 of
  notes payable at 12.5% .............................    84,000       2.10
Warrants issued in connection with other notes payable    33,000       2.33
                                                         -------       -----

Balance, January 31, 1998 ............................   464,150       1.12
</TABLE>









                                      F-14


<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 6 -          Shareholders' Deficit (Continued)
                  ---------------------------------  

     Common Stock Warrants (Continued)
<TABLE>
<CAPTION>

                                                           Warrants    
                  
                                                              Weighted Average
                                                    Shares    Exercise Price  

Warrants issued in connection with extension of
<S>                            <C>                   <C>      <C>     
  $975,000 of notes payable at 12.5% ..........      26,813   $0.75
Warrants issued in connection with extension of
  $525,000 of notes payable at 15% ............      58,188    0.75
Warrants issued in connection with extension of
  $420,000 of notes payable at 12.5% ..........     130,000    2.78
Warrants issued in connection with $400,000 of
  note payable ................................     533,333    7.25
Warrants issued in connection with exchange of
  $6,121,284 principal and interest (see above)   1,224,257    6.67
                                                  ---------   -----

Balance, January 31, 1999 .....................   2,436,741   $5.32
                                                  =========   =====
</TABLE>

     The Company  believes  that the above  warrants had an  insignificant  fair
market value at the time of their issuance.

     Common Stock Options

                         On  September  4, 1996,  the  Company  adopted the 1996
                    Incentive  and  Non-Qualified  Stock  Option Plan (the "1996
                    Plan") allowing the Company to issue 500,000 incentive stock
                    options to  employees  and  non-qualified  stock  options to
                    either employees or consultants.  The total number of shares
                    with respect to which  options may be granted was  increased
                    to 1.15 million on January 24, 1997.

                         In June 1998 the Company adopted the 1998 Incentive and
                    Non-Qualified  Stock Option Plan (the "1998 Plan")  allowing
                    the  Company to issue  800,000  incentive  stock  options to
                    employees   and   non-qualified   stock  options  to  either
                    employees or consultants.

                         The  Company  has  issued   various  stock  options  to
                    employees  and  consultants.  The  options'  vesting  period
                    varies from full vesting upon issuance of options to vesting
                    over a three year period.  A summary of the Company's  stock
                    options activity is as follows:
<TABLE>
<CAPTION>

                                     Options
          
                                        Weighted Average
                              Shares    Exercise Price

<S>                          <C>        <C>           
Balance, January 31, 1997    267,531    $0.82
Granted .................    448,880     3.04
                            --------    ------
Balance, January 31, 1998    716,411     2.21
Terminated ..............   (101,765)   (3.05)
Granted .................    166,666     8.24
                            --------    ------

Balance, January 31, 1999    781,312    $3.383
                            ========    ======

</TABLE>
                                      F-15
<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 6 -          Shareholders' Deficit 
                  ---------------------

     Common Stock Options (Continued)

                         Outstanding    Exercisable     Weighted Average
Exercise Price Range     Shares         Shares          Exercise Price  

$ 0.225                   85,476         85,476         $  0.225
  0.72 - 0 75            159,441        151,942            0.689
  2.10 - 3 00            319,896        318,785            2.632
  6.00 - 9 20            216,499        112,791            7.724
                         -------        -------            ------
                         781,312        668,994         $  3.383
                         =======        =======            ======

                         The Company generally grants options at exercise prices
                    equal to the estimated  market value of the Company's common
                    stock  at the  date of the  grant.  The  Company  recognized
                    approximately  $153,000 of stock-based  compensation expense
                    during the year ended January 31, 1998,  relating to options
                    granted to exercise  prices below the estimated  fair market
                    value of the  Company's  common  stock at the date of grant.
                    Had compensation costs for the Company's stock option grants
                    to employees  been  determined  using the fair value method,
                    the  Company's  loss and loss per share  for the year  ended
                    January 31, 1998 would not have been significantly different
                    from the amounts recorded.

                         Fair market value  information  for the Company's stock
                    warrants  and options  for the years ended  January 31, 1998
                    and  1999  was  estimated  using  the  Black-Scholes  option
                    pricing  model  assuming risk free rates of 5.6% to 6.5%, no
                    dividend   yield,   expected  terms  of  3  years,   and  no
                    significant volatility.


NOTE 7 -          Income Taxes
                  ------------

                         The  Company is subject  to  federal  and state  income
                    taxes but has not incurred a liability for such taxes due to
                    losses  incurred.  As of January  31, 1999 the Company had a
                    net operating loss carryforward  ("NOLC") for federal income
                    tax  purposes  of  approximately  $9,800,000.  This  NOLC is
                    available to offset future federal taxable  income,  if any,
                    through  2014.   Limitations  on  the   utilization  of  the
                    Company's net operating tax loss carryforwards  could result
                    in the event of certain changes in the Company's ownership.

                         The Company had  deferred  tax assets of  approximately
                    $4,116,000 at January 31, 1999, resulting primarily from net
                    operating loss  carryforwards.  The deferred tax assets have
                    been fully offset by a valuation  allowance  resulting  from
                    the uncertainty  surrounding  the future  realization of the
                    net operating loss carryforwards.













                                      F-16
<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 8 -          Commitments and Contingencies
                  -----------------------------  

                         The Company  currently rents office space on a month to
                    month  basis  and  leases  equipment  under  non  cancelable
                    operating  lease  arrangements.  Rent  expense for the years
                    ended January 31, 1998 and 1999 was  approximately  $101,000
                    and $133,000, respectively.

                         The  Company  has  a  commitment  under  an  employment
                    contract expiring in November 1999. The remaining commitment
                    on this contract is approximately $47,000.

                         As of January 31,  1998,  the Company had entered  into
                    purchase  agreements  with various  suppliers for components
                    and  finished  goods  for both  TEGRA(TM)and  HiPPO(TM)brand
                    products,  approximating  $1.3  million  (see  Note  9).  At
                    January 31, 1999 the  Company  had no  significant  purchase
                    agreements.

                         The Company is a defendant in a lawsuit alleging patent
                    infringement and, additionally,  has received a request that
                    the Company reviews its  TEGRA(TM)line of clubs in view of a
                    patent issued to a third party relating to golf club design.
                    The Company believes that its  TEGRA(TM)brand  golf clubs do
                    not  infringe  the  patents  which  are the  subject  of the
                    lawsuit of the review request.  However, no assurance can be
                    given that the  Company's  product  does not  infringe  such
                    patents,  or any golf  club  related  patent.  Further,  the
                    Company cannot  currently  estimate the effect of an adverse
                    decision in  connection  with these matters on the Company's
                    financial condition or results of operations.

                         The Company is a defendant  in a lawsuit  alleging  the
                    breach  of a  letter  of  intent  with an  underwriter.  The
                    lawsuit  seeks  approximately  $1.5 million in damages.  The
                    Company  believes this claim is without merit and intends to
                    vigorously defend itself; however, there can be no assurance
                    that the Company will prevail.

                         The Company is involved in legal proceedings and claims
                    which  arise  in  the  ordinary   course  of  its  business.
                    Management  believes that the outcome of such litigation and
                    claims will not result in any material adverse effect on the
                    Company's financial position or results of operations.


NOTE 9 -          Sale of License
                  ---------------

                         In May  1998,  the  Company  sold its  license  to sell
                    HiPPO(TM)  products in the U.S. back to Hippo Holdings along
                    with all  existing  HiPPO(TM)  brand  inventory  and certain
                    marketing  materials  of  approximately   $91,000,   prepaid
                    royalties of approximately  $133,000,  and the assumption of
                    liabilities  in the amount of  approximately  $225,000.  The
                    Company received cash payments of approximately  $413,000. A
                    gain of  approximately  $414,000 was recorded in  connection
                    with this transaction. In addition, Holdings returned to the
                    Company the 50,000  shares of common  stock it had  received
                    upon  entering  the license  agreement;  no gain or loss was
                    recorded  in  connection  with  the  return  of  the  stock.
                    Furthermore,  Hippo  Holdings  assumed  the  Company's  then
                    outstanding   purchase   commitments   in  the   amount   of
                    approximately  $1,172,000  related to the HiPPO(TM) brand of
                    products.  Sales of HiPPO(TM)  brand  products for the years
                    ended January 31, 1998 and 1999, were approximately $589,000
                    and $24,000, respectively.








                                      F-17
<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 1999


NOTE 10 -         Subsequent Events
                  -----------------  

                         Subsequent  to January 31, 1999,  the Company  received
                    $125,000 in exchange for notes payable bearing interest at a
                    rate of 10% with an equivalent face amount and 10,000 shares
                    of the Company's Class A common stock. These notes mature on
                    the earlier of October 1, 1999 or 5 days  subsequent  to the
                    completion of an initial public offering by the Company. The
                    Company  valued the shares  issued in  connection  with this
                    transaction  at  $50,000.  These  loans were repaid in March
                    1999.

                         In March 1999, the Company agreed to reacquire  125,000
                    shares of Class A common  stock for  $31,250.  These  shares
                    were originally issued to Argent  Securities,  Inc. in April
                    1998 in connection with a two year consulting agreement.

                         During  March and April 1999 the Company  completed  an
                    initial  public  offering of its Class A common  stock.  The
                    Company sold 438,500 shares of Class A common stock at $5.80
                    per share.  Net proceeds to the Company  were  approximately
                    $1,794,000 inclusive of certain unpaid offering expenses.

                         In connection with the offering,  the Underwriters were
                    granted for a nominal  fee Common  Stock  Purchase  Warrants
                    entitling the  Underwriters  to purchase up to 40,000 shares
                    of Class A common stock at $9.57 per share.

                         Additionally,   in  April  1999  the  Company's   Chief
                    Executive  Officer  advanced  $250,000  to  the  Company  in
                    exchange  for notes  payable  bearing  interest at the prime
                    rate of interest.  The first $100,000 of this advance is due
                    on the  earlier  of  March  1,  2000  or  within  five  days
                    following  the  closing  of  a  public  offering  of  equity
                    securities of the Company resulting in gross proceeds to the
                    Company  of  $5,000,000.  The  remaining  $150,000  of  this
                    advance is due on the  earlier  of April 20,  2004 or within
                    five days  following  the  closing of a public  offering  of
                    equity securities of the Company resulting in gross proceeds
                    to the Company of $5,000,000.


NOTE 11 -         Year 2000 Considerations
                  ------------------------

                         The "Year 2000"  problem  relates to  computer  systems
                    that  have  time  and  date-sensitive   programs  that  were
                    designed  to read years  beginning  with  "19",  but may not
                    properly  recognize the year 2000.  If a computer  system or
                    software  application  used by the  Company or a third party
                    dealing with the Company  fails  because of the inability of
                    the system or application to properly read the year 2000 the
                    results could have a material adverse effect on the Company.

                         The Company's review of its own operating  systems does
                    not indicate any Year 2000 problems. However, the Company is
                    dependent   on   third   party    vendors.    Failures   and
                    interruptions,  if any,  resulting  from  the  inability  of
                    certain   computing   systems  of  third  party  vendors  to
                    recognize the Year 2000 could have a material adverse effect
                    on the  Company's  results  of  operations.  There can be no
                    assurance that the Year 2000 issue can be resolved by any of
                    such  third  parties  prior to the  upcoming  change  in the
                    century.  Although the Company may incur substantial  costs,
                    as a result of such third party service providers correcting
                    Year 2000 issues, such costs are not sufficiently certain to
                    estimate at this time.








                                      F-18

<PAGE>
Item 8.  CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH
         ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Previous independent accountants

                         On April 5, 1999 PricewaterhouseCoopers LLP resigned as
                    the Company's independent accountants.

                         The  reports  of  PricewaterhouseCoopers   LLP  on  the
                    Company's financial statements for the past two fiscal years
                    contained no adverse  opinion or  disclaimer  of opinion and
                    were  not  qualified  or  modified  as  to  audit  scope  or
                    accounting    principle;     however,    the    report    of
                    PricewaterhouseCoopers   LLP  dated  June  9,  1998  on  the
                    financial  statements  of  the  Company  as of and  for  the
                    periods  ended  January 31,  1998,  contained a paragraph of
                    emphasis  indicating the existence of certain  factors which
                    raised  substantial  doubt  about the  Company's  ability to
                    continue as a going concern.

                         The Company's  Board of Directors have been notified of
                    the  resignation  of the  PricewaterhouseCoopers  LLP as the
                    independent accountants of the Company..

                         In  connection  with its audits for the two most recent
                    fiscal  years  and for the  period  from  February  1,  1998
                    through April 5, 1999, there have been no disagreements with
                    PricewaterhouseCoopers  LLP  on  any  matter  of  accounting
                    principles or practices,  financial statement disclosure, or
                    auditing  scope or  procedure,  which  disagreements  if not
                    resolved to the satisfaction of PricewaterhouseCoopers  LLP,
                    would have  caused them to make  reference  thereto in their
                    report on the financial statements for such years.

                         The       Registrant       has      requested      that
                    PricewaterhouseCoopers   LLP   furnish   it  with  a  letter
                    addressed  to the SEC stating  whether or not it agrees with
                    the above statements.  A copy of such letter, dated April 9,
                    1999, has been filed as Exhibit 16 to the Company's Form 8-K
                    filed on April 9, 1999.

New independent accountants:

                         Effective April 9, 1999,  Registrant  engaged Wolinetz,
                    Gottlieb & Lafazan, P.C. as its principal  accountant.  Such
                    engagement  was  approved  by  the  Registrant's   Board  of
                    Directors.  During Registrant's two most recent fiscal years
                    and any  subsequent  interim  period  from  February 1, 1998
                    through April 9, 1999,  Registrant did not consult Wolinetz,
                    Gottlieb &  Lafazan,  P.C.,  regarding  the  application  of
                    accounting principals to a specified  transaction,  the type
                    of audit  opinion  that might be  rendered  on  Registrant's
                    financial  statements  or any matter that was the subject of
                    disagreement or a reportable event.



<PAGE>
PART III.

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

     The following table sets forth certain information concerning the Directors
and Executive Officers of the Company:
<TABLE>
<CAPTION>
Name                                                                            Age   Position

<S>                                                                             <C>  <C>
Paul H. Berger ..............................................................   31   Chairman of the Board 
                                                                                     and Chief Executive Officer
Jim G. Dodrill II ...........................................................   32   President, General Counsel,
                                                                                     Chief Financial Officer and Director
Neal J. Cohen ...............................................................   42   Vice President Apparel Operations
David K. Stern ..............................................................   34   Vice President Marketing
</TABLE>

     MR. BERGER  co-founded  the Company with Mr.  Dodrill and has served as the
Chairman  of the Board and Chief  Executive  Officer  of the  Company  since the
Company's  inception.  From 1994 to 1995,  Mr.  Berger was the Special  Projects
Manager for Designs,  Inc.  ("Designs"),  of which his father is the Chairman of
the Board.  Mr.  Berger  assisted in  repositioning  Designs from a single brand
apparel chain to a multi-brand  operation and in the  acquisition  by Designs of
Boston Trading Ltd., a high quality men's and women's apparel manufacturer. From
1993 to 1994,  Mr. Berger  served as an attorney  with Designs.  Mr. Berger is a
graduate of the George Washington  University and the University of Miami School
of  Law.  Mr.  Berger  is  licensed  to  practice  law  in the  Commonwealth  of
Massachusetts and the State of Florida.

     MR.  DODRILL  co-founded  the  Company  with Mr.  Berger  and has served as
President,  General  Counsel and a director of the Company  since the  Company's
inception and has served as the Company's Chief Financial Officer since April 1,
1999.  From 1993 to 1996, Mr. Dodrill was an associate at the law firm of Latham
& Watkins,  practicing  in the  corporate  area with an emphasis  on  securities
offerings, acquisitions, finance and general corporate representation. From 1988
to 1990, Mr. Dodrill  worked for Davis Polk & Wardwell  conducting  research and
coordinating  administrative  efforts  regarding  corporate  reorganization  and
recapitalization   transactions  and  mergers  and  acquisitions.   Mr.  Dodrill
graduated from Brown University and the University of Miami School of Law, MAGNA
CUM LAUDE. Mr. Dodrill is licensed to practice law in the State of New York.

     MR. COHEN has served as the Company's Vice President of Apparel  Operations
since June 1996.  From 1989 to 1996,  Mr. Cohen was Vice President of Operations
for  Benetton  Sportsystem  Active,  where he was  responsible  for managing the
global sourcing of all brands,  implementing  final quality  assurance  auditing
procedures  and  managing  customer  service,   and  traffic,   warehousing  and
distribution   of  product.   From  1980  to  1985  Mr.   Cohen  served  as  the
Quality/Production Manager for Adidas U.S.A.

     MR. STERN has served as the  Company's  Vice  President of Marketing  since
March,  1998.  From 1997 to February,  1998,  Mr. Stern served on the  Company's
Advisory Board. From 1997 to 1998, Mr. Stern served as Director of Marketing for
Thermolase,  a publicly traded company which owns and runs spa facilities across
the U.S.  From  1987 to 1997,  Mr.  Stern was Vice  President  of  Marketing  at
Maddocks and Company.



<PAGE>
Committees of the Board of Directors

     The Board of  Directors  currently  consists of Paul Berger and Jim Dodrill
and does not currently have a Compensation Committee or an Audit Committee.  The
Company is currently seeking qualified candidates in order to expand the size of
the Board of  Directors.  Subsequent  to such  increase,  the Board of Directors
intends to establish and form a Compensation Committee and Audit Committee.


Compensation of Directors

     The Company's  directors will be reimbursed for any out-of-pocket  expenses
incurred  by them for  attendance  at  meetings  of the  Board of  Directors  or
committees thereof.  The Board of Directors also intends to compensate Directors
who are not employees of the Company $1,000 per month and to grant each Director
who is not an  employee  of the Company  options to  purchase  12,000  shares of
Common Stock each year,  with a per share  exercise price equal to the then fair
market value of the Common Stock.


Section 16(a) Beneficial Ownership Reporting Compliance

     Based  solely  upon a review of Forms 3, 4 and 5, and  amendments  thereto,
furnished to the Company  during  fiscal year 1999,  the Company is not aware of
any  director,  officer  or  beneficial  owner of more than ten  percent  of the
Company's Common Stock that, during fiscal year 1999, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934.


Item 10. EXECUTIVE COMPENSATION

     The following table sets forth certain information  regarding  compensation
paid by the Company  during each of the last two fiscal  years to the  Company's
Chief  Executive  Officer and to each of the  Company's  executive  officers who
earned in excess of $100,000.


                                    SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                                                   LONG-TERM
                                                                                                                   COMPENSATION
                                                                ANNUAL COMPENSATION                                AWARDS
                                                                                                                   SECURITIES
                                                                                               OTHER ANNUAL        UNDERLYING 
NAME AND PRINCIPAL POSITION                                  YEAR      SALARY        BONUS     COMPENSATION(1)     OPTIONS(2)

<S>                                                          <C>       <C>             <C>      <C>                <C>
Paul H. Berger.......................................        1999      $ 31,249        --       $--                (3)
  Chairman of the Board and Chief                            1998        32,721        --        7,800             (4)
  Executive Officer

James G. Dodrill II.................................         1999        31,249        --        --                (5)
  President, General Counsel, Chief                          1998        32,721        --        7,800             (6)
  Financial Officer and Director

Gary M. Treater..............................                1999       115,434        --        --                (7)
  Executive Vice President                                   1998       153,912        --        6,039             13,000

Neal J. Cohen........................................        1999       101,700        --        --                (8)
  Vice President Apparel Operations                          1998       135,600        --        6,444             10,000

James J. Henley...............................               1999        90,000        --        --                (9)
  Apparel Design Director                                    1998       120,000        --        5,400             7,000

David K. Stern................................               1999        37,500        --        --                (10)
</TABLE>
<PAGE>
(1) Other Annual  Compensation  consists of life insurance  premiums paid by the
Company on behalf of the Named Executive Officer.

(2)  See "Option Grants in Last Fiscal Year," below.

(3) Mr. Berger deferred an additional $93,751.

(4) Mr. Berger deferred an additional $92,279.

(5) Mr. Dodrill deferred an additional $93,751.

In March, 1998, Mr. Dodrill received options to purchase 166,666 shares of Class
A Common Stock at $3.00 per share in lieu of $92,279 in salary.

(7) Mr. Treater deferred an additional $25,652.

(8) Mr. Cohen deferred an additional $33,900.

(9) Mr. Henley deferred an additional $30,000.

(10) Mr. Stern deferred an additional $43,336.


STOCK OPTIONS GRANTS AND EXERCISES

     The  following  table shows the value at January  31,  1999 of  unexercised
options held by the named executive officers:

     Aggregated  Option Exercises in Last Fiscal Year and Fiscal Year-end Option
Values
<TABLE>
<CAPTION>


                                                          Number of securities
                                                          underlying unexercised        Value of unexercised
                                                          options at fiscal year-end    in-the-money options at
           Name               Shares acquired             (#) Value Realized            fiscal year-end ($)
                               on exercise (#)       ($)  Exercisable/unexercisable     Exercisable/unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>              <C>      <C>                       <C>  
Paul H. Berger                      --               --       19,577/0                     93,480/0
James G. Dodrill II                 --               --       336,511/0                 1,089,337/0
Gary M. Treater                     --               --       39,888/0                     94,381/0
Neal J. Cohen                       --               --       11,137/10,528                23,962/20,340
Everette C. Hinson                  --               --       18,333/0                     35,415/0
James J. Henley                     --               --       11,443/0                     13,393/0
David K. Stern                      --               --       0/25,000                          0/0
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


EMPLOYMENT AGREEMENTS

       The Company has no material employment agreements.


STOCK OPTION PLANS.

     The 1996  Incentive and  Non-Qualified  Stock Option Plan (the "1996 Plan")
was adopted by the Board of Directors and the shareholders. Under the 1996 Plan,
1,150,000  shares of Class A Common Stock have been  reserved for issuance  upon
exercise of options  designated as either (i) incentive  stock options  ("ISOs")
under the Internal  Revenue Code (the "Code"),  or (ii)  non-qualified  options.
ISOs may be  granted  under  the 1996  Plan to  employees  and  officers  of the
Company.  Non-qualified  options may be granted to  consultants,  directors  and
other persons who render  services to the Company or any subsidiary  corporation
of the Company (whether or not they are employees).
<PAGE>
     The 1998 Incentive and Non-Qualified Stock Option Plan (the "1998 Plan" and
collectively  with the 1996  Plan,  the  "Plans")  was  adopted  by the Board of
Directors  and the  shareholders  of the Company in June,  1998.  Under the 1998
Plan,  800,000  shares of Class A Common  Stock have been  reserved for issuance
upon  exercise  of options  designated  as either (i)  incentive  stock  options
("ISOs")  under the Internal  Revenue Code (the "Code"),  or (ii)  non-qualified
options.  ISOs may be granted  under the 1998 Plan to employees  and officers of
the  Company.  Non-qualified  options  may be granted to  consultants  and other
persons who render services to the Company or any subsidiary  corporation of the
Company  (whether  or not  they  are  employees),  and to all  directors  of the
Company.

     The purpose of the Plans is to provide additional incentive to officers and
other  employees of the Company as well as other persons  providing  services to
the  Company by  affording  them an  opportunity  to acquire or  increase  their
proprietary  interest in the Company  through the  acquisition  of shares of its
Common Stock. The Board of Directors is responsible for administering the Plans.
The 1998 Plan may also be administered by a committee consisting of at least two
disinterested  directors.  The Board,  within the limitations of the Plans,  may
determine  the persons to whom options will be granted,  the number of shares to
be covered by each option,  whether the options granted are intended to be ISOs,
the duration and rate of exercise of each option,  the option purchase price per
share and the manner of  exercise,  the time,  manner  and form of payment  upon
exercise of an option, and whether restrictions such as repurchase rights by the
Company are to be imposed on shares  subject to options.  ISOs granted under the
Plans may not be granted at a price less than the fair market value of the Class
A Common Stock on the date of grant (or 110% of fair market value in the case of
persons  holding 10% or more of the voting  power of all classes of stock of the
Company).  The  aggregate  fair market  value at the time of grant of shares for
which  ISOs  granted to any  person  are  exercisable  for the first time by any
person during any calendar year may not exceed $100,000. Options under the Plans
may not be granted more than 10 years after its effective date.  Options granted
to date have seven (7) year terms.  The term of each ISO granted under the Plans
will expire not more than ten years from the date of grant (or five (5) years in
the case of persons  holding  10% or more of the voting  power of all classes of
stock of the  Company).  Options  granted  under the Plans are not  transferable
during an optionee's lifetime but are transferable at death by will or under the
laws of descent and distribution. In addition to the options summarized below, a
total of ISOs and  non-qualified  options to purchase  326,819 shares of Class A
Common Stock have been granted to other employees and advisors of the Company.

         The following table sets forth as to each Named  Executive  Officer (a)
the total  number of shares  subject to options  granted  during the fiscal year
ended January 31, 1999, (b) exercise  price of such options,  (c) the percentage
such grants represent of the total option grants to employees in the fiscal year
ended January 31, 1999, and (d) the expiration date of such option grants.


<PAGE>
<TABLE>
<CAPTION>
                        OPTION GRANTS IN LAST FISCAL YEAR

                                                                       Percentage of
                           Number of                                   Total Options
                           Shares Subject to        Exercise           Granted to                Expiration
Name                       Option Grants            Price              Employees                 Date
<S>                        <C>                      <C>                <C>                             <C> <C> 
James G. Dodrill           166,666(1)               $3.00              76.9%                     March 16, 2005
David K. Stern              25,000                  $6.00              11.5%                     April 1, 2005
</TABLE>

     Mr. Dodrill received these options in lieu of $92,279 of salary for 1997.


     Information regarding executive  compensation will appear under the caption
"Executive Compensation" in the Information Statement and is incorporated herein
by reference.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Stockholders

     The following table sets forth certain information,  as of the date hereof,
with respect to the beneficial  ownership of the Common Stock by each beneficial
owner of more than 5% of the outstanding shares thereof, by each director,  each
nominee  to  become  a  director  and  each  executive   named  in  the  Summary
Compensation  Table and by all  executive  officers,  directors  and nominees to
become directors of the Company as a group.
<TABLE>
<CAPTION>


NAME AND ADDRESS
OF BENEFICIAL OWNER,
5% STOCKHOLDER OR                            BENEFICIAL OWNERSHIP
SELLING STOCKHOLDER                     NUMBER              PERCENT (1)
<S>         <C>                        <C>                   <C>   
Paul Berger (2) ....................   1,488,823             36.36%
Jim Dodrill (3) ....................     544,812             12.36%
Gary M. Treater (4) ................      39,388              0.96%
Neal J. Cohen (5) ..................      12,248              0.30%
Everette C. Hinson (6) .............      18,333              0.45%
James J. Henley (7) ................      11,443              0.28%
David K. Stern (8) .................      14,583              0.36%
All directors and executive officers
of the Company as a group
(4 persons) (9)                        2,059,355             46.32%

</TABLE>
- ------------------------
Based on the combined total of outstanding Class A and Class B Common Stock.

     (1) Mr. Berger and Mr. Dodrill are the only owners of Class B Common Stock,
which identical voting rights to the Class A Common Stock.

     (2)  Includes  19,578  shares  of Class A Common  Stock  issuable  upon the
exercise of options exercisable within 60 days of the date of this report.

     (3)  Includes  336,512  shares of Class A Common  Stock  issuable  upon the
exercise of options exercisable within 60 days of the date of this Report.

     (4)  Comprised  entirely of shares  issuable  upon the  exercise of options
exercisable within 60 days of this Report.

     (5)  Comprised  entirely of shares  issuable  upon the  exercise of options
exercisable within 60 days of this Report.

     (6)  Comprised  entirely of shares  issuable  upon the  exercise of options
exercisable within 60 days of this Report.

     (7)  Comprised  entirely of shares  issuable  upon the  exercise of options
exercisable within 60 days of this Report.

     (8)  Includes  6,250  shares  of Class A  Common  Stock  issuable  upon the
exercise of options exercisable within 60 days of the date of this Report.

     (9)  Includes  377,673  shares of Class A Common  Stock  issuable  upon the
exercise of options exercisable within 60 days of the date of this Prospectus.
<PAGE>
Item 12. CERTAIN TRANSACTIONS

TRANSACTIONS INVOLVING AFFILIATES OF THE COMPANY

         As the Company  does not have  independent  directors as of the date of
this Prospectus,  none of the ongoing  transactions,  or past transactions which
are now  closed,  between  the  Company  and its  affiliates  were  approved  by
independent  directors.  In the  event  the  Company  makes or  enters  into any
material  transactions or loans with affiliated  persons,  the terms of any such
transactions  will be no less  favorable  to the Company  than those that can be
obtained from unaffiliated third parties.  Additionally, any forgiveness of such
loans will be  approved by a majority of the  Company's  independent  directors,
once elected,  who do not have an interest in the  transactions.  Such directors
will have access,  at the Company's  expense,  to the  Company's or  independent
counsel.

TRANSACTIONS INVOLVING PAUL BERGER

     Between August 21, 1996 and January 23, 1998, Paul Berger,  Chairman of the
Board of Directors and Chief Executive Officer of the Company,  made a number of
advances to the Company.  On August 21, 1996, Mr. Berger advanced $10,000 to the
Company  and  received a note with a term of six years,  earning  7.5%  interest
annually  and an option to  purchase  19,577  shares of the Common  Stock of the
Company  at a price of $0.225 per  share.  In  addition,  Mr.  Berger  made four
advances  to the  Company  using  proceeds  from sales of his own stock to other
individuals  (some of whom were  affiliates of the Company) at lower prices than
contemporaneous  sales of stock by the  Company  to  third-party  investors.  On
October 17, 1997,  Mr.  Berger  advanced  $50,000 to the Company  after  selling
100,000 shares of his stock to Synergy Group International, Inc. at the price of
$0.50 per share. On October 28, 1997, Mr. Berger advanced $50,000 to the Company
after  selling  100,000  shares of his  stock to Carol  Dodrill,  Jim  Dodrill's
mother,  and Bill Powell at the price of $0.50 per share.  On November 11, 1997,
Mr.  Berger  advanced  $2,500 to the Company  after  selling 3,333 shares of his
stock to Rodger Berman at the price of $0.75 per share. On January 23, 1998, Mr.
Berger advanced  $50,000 to the Company after selling 50,000 shares of his stock
to Andrew  Holder and Marc  Roberts at the price of $1.00 per share.  These four
transactions were contemporaneous with the Company's sale of its Common Stock at
$2.10 per share. On July 31, 1998, Mr. Berger  advanced  $19,147 to the Company.
Mr. Berger  received notes from the Company for all five advances with an annual
interest rate of 12.5%.  In November 1998, Mr. Berger  exchanged an aggregate of
$171,647 principal amount of indebtedness plus accrued interest for an aggregate
of 39,125 shares of Common Stock and 39,125 Warrants.

         Additionally, in April 1999 Mr. Berger advanced $250,000 to the Company
in exchange for notes  payable  bearing  interest at the prime rate of interest.
The first  $100,000  of this  advance is due on the  earlier of March 1, 2000 or
within five days following the closing of a public offering of equity securities
of the Company  resulting in gross  proceeds to the Company of  $5,000,000.  The
remaining  $150,000  of this  advance is due on the earlier of April 20, 2004 or
within five days following the closing of a public offering of equity securities
f the Company resulting in gross proceeds to the Company of $5,000,000.


TRANSACTIONS INVOLVING JIM DODRILL

     Between  September  5, 1996 and January 23, 1998,  Jim Dodrill,  President,
General  Counsel and Chief  Financial  Officer of the Company,  made a number of
advances to the Company.  On September 5, 1996, Mr. Dodrill  advanced $30,000 to
the Company and received a note with a term of six years,  earning 7.5% interest
annually  and an option to  purchase  58,731  shares of the Common  Stock of the
Company at a price of $0.225 per share.  In  addition,  Mr.  Dodrill  made three
advances  to the  Company  using  proceeds  from sales of his own stock to other
individuals at lower prices than  contemporaneous  sales of stock by the Company
to third-party  investors.  On October 17, 1997, Mr. Dodrill advanced $50,000 to
the  Company  after  selling  100,000  shares  of his  stock  to  Synergy  Group
International,  Inc. at the price of $0.50 per share.  On November 11, 1997, Mr.
Dodrill  advanced  $2,500 to the Company after selling 3,333 shares of his stock
to Rodger  Berman at the price of $0.75 per share.  On  January  23,  1998,  Mr.
Dodrill advanced $50,000 to the Company after selling 50,000 shares of his stock
to Andrew  Holder and Marc Roberts at the price of $1.00 per share.  These three
transactions were contemporaneous with the Company's sale of its Common Stock at
$2.10 per share.  Mr.  Dodrill  received  notes from the  Company  for all three
advances with an annual  interest rate of 12.5%.  In November  1998, Mr. Dodrill
exchanged an aggregate of $102,500 principal amount of indebtedness plus accrued
interest for an aggregate of 23,467 shares of Common Stock and 23,467 Warrants.
<PAGE>
TRANSACTIONS INVOLVING STANLEY BERGER

         Between  August 13, 1996 and January 16,  1998,  Stanley  Berger,  Paul
Berger's father,  made a number of advances to the Company.  The following table
summarizes the loans made.  For each loan,  Mr. Berger  received a note with the
loan amount and interest rate set forth in the table.  In addition,  for all but
the two repaid loans and one loan on October 1, 1997, Mr. Berger also received a
warrant  to  purchase  the  number of  shares  set forth in the table and at the
exercise price set forth in the table. All of these notes,  aggregating $510,000
plus  interest in the amount of $88,090,  were  exchanged  in November  1998 for
119,618 shares of Common Stock and 119,618 Warrants.
<TABLE>
<CAPTION>

                                                  NUMBER OF
                                                  SHARES
                                                  PURCHASABLE
                                    INTEREST      UPON EXERCISE     WARRANT
DATE              AMOUNT OF LOAN      RATE        OF WARRANT     EXERCISE PRICE

<S>                  <C>               <C>        <C>           <C>
August 13, 1996(1)   $ 35,000          --         --                      --
September 26, 1996   $ 40,000          12.5%      4,400       $         1.13
October 8, 1996 ..   $ 25,000          12.5%      2,750       $         1.13
April 30, 1997 ...   $ 25,000          12.5%      3,437       $         0.75
May 27, 1997 .....   $ 50,000          15%       27,708       $         0.75
June 19, 1997 ....   $ 50,000          15%       27,708       $         0.75
July 3, 1997 .....   $ 30,000          12.5%      6,000       $         2.10
July 10, 1997 ....   $ 15,000          12.5%      3,000       $         2.10
August 27, 1997(1)   $ 50,000          --         --                    --
September 12, 1997   $ 50,000          12.5%      8,333       $         2.10
October 1, 1997(2)   $ 25,000          12.5%      --                    --
October 14, 1997 .   $ 50,000          12.5%      8,333       $         2.10
November 14, 1997    $ 50,000          12.5%      8,333       $         2.10
November 28, 1997    $ 30,000          12.5%      2,400       $         2.10
December 3, 1997 .   $ 20,000          12.5%      1,600       $         2.10
January 16, 1998 .   $ 50,000          12.5%      4,000       $         4.00
    Total ........   $595,000                   108,002

</TABLE>
(1) This Note was repaid previously.

(2) For this  loan,  Mr.  Berger  received  a  security  interest  in all of the
    Company's accounts receivable.


Item 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits
<TABLE>
<CAPTION>

          <S>              <C>
          3.1*             Articles of Incorporation of the Registrant(1)
          3.2*             By-laws of Registrant(1)
          4.1*             Specimen Common Stock Certificate(1)
         10.1*             Employment Agreement with William Barthold, dated January 16, 1996(1)
         10.2*             Employment Agreement with Daniel Snider, dated January 16, 1998(1)
         10.3*             Business Note and Security Agreement, dated June 19, 1997 with Barnett
                           Bank, N.A. (1)
         10.4*             Revolving Accounts Receivable Funding Agreement between the Company and Gibraltar Financial Corporation, 
                           dated November 25, 1997(1)
         10.5*             Amendment to Revolving Accounts Receivable Funding Agreement dated November 25, 1997(1)
         10.6*             Gibraltar Financial Corporation Demand Note, dated November 25, 1997(1)
         10.7*             Form of Promissory Note signed by the Company in favor of Paul Berger, Jim Dodrill and Stanley Berger for
                           all advances made by them to the Company(1)

<PAGE>
         10.8*             Security Agreement with Stanley Berger,  dated Cctober 1, 1997(1)
         10.9*             Subordination  Agreement with Stanley Berger,  dated December 3,
                           1997(1)
         10.10*            Option, dated January 24, 1997, received by Paul Berger as consideration for an advance made by him to 
                           the Company(1)
         10.11*            Option, dated September 5, 1996, received by Jim Dodrill as consideration for an advance made by him to 
                           the Company(1)
         10.12*            Form of Warrant for the purchase of the Common Stock of the Company received by Stanley Berger as 
                           consideration for advances made by him to the Company(1)
         10.13*            Form of Promissory Note signed by the Company in favor of all participants in a private financing between
                           February 4, 1997 and April 30, 1997 (1)
         10.14*            Form of Warrant for the purchase of the Common Stock of the Company received by all participants in a 
                           private financing between February 4, 1997 and April 30, 1997 (1)
         10.15*            Form of Promissory Note signed by the Company in favor of all participants in a private financing between
                           May 12, 1997 and June 30, 1997(1)
         10.16*            Form of Warrant for the purchase of the Common Stock of the Company received by all participants in a 
                           private financing between May 12, 1997 and June 30, 1997 (1)
         10.17*            Form of Promissory Note signed by the Company in favor of all participants in a private financing in 
                           July, 1997(1)
         10.18*            Form of Warrant for the purchase of the Common Stock of the Company received by all participants in a 
                           private financing in July, 1997(1)
         10.19*           Form of Consent to extension of payment for all Notes executed by the Company in all private financings(1)
         10.20*            Form of Subscription Agreement signed by all investors in the Company(1)
         10.21*            Lease Agreement, dated March 13, 1997, between the Company and Sanctuary of Boca, Inc. (for office space 
                           in Boca Raton) (1)
         10.22*            Amendment to Lease #1, dated August 1, 1997, between the Company and Sanctuary of Boca, Inc. (1)
         10.23*            Amendment to Lease #2, dated February 2, 1998, between the Company and Sanctuary of Boca, Inc. (1)
         10.24*            Sublease Agreement and Rider, dated December 1, 1996, between the Company and Tom Rochon Associates (for 
                           office space in New York City) and Over-Lease Agreement incorporated therein(1)
         10.25*            Sublease Agreement and Rider, dated July 12, 1996, between the Company and Tom Rochon Associates (for 
                           office space in New York City) and Over-Lease Agreement incorporated therein(1)
         10.26*            Research, Development and Consulting Contract, dated October 8, 1996, with Chou Golf Design Labs, Inc.(1)
         10.27*            Contract Amendment, dated may 4, 1997, to Research, Development and Consulting Contract with Chou Golf 
                           Design Labs, Inc. (1)
         10.28*            Agreement, dated September 1, 1998, with G. Day Associates, Inc. (1)
         10.29*            1996 Incentive and Non-qualified Stock Option Plan(1)
         10.30*            Form of Incentive Stock Option Agreement under 1996 Incentive and Non-qualified Stock Option Plan(1)
         10.31*            Form of Non-qualified Stock Option Agreement under 1996 Incentive and Non-qualified Stock Option Plan(1)
         10.32*            1998 Incentive and Non-qualified Stock Option Plan(1)
         10.33*            Form of Incentive Stock Option Agreement under 1998 Incentive and Non-qualified Stock Option Plan(2)
         10.34*            Form of Non-qualified Stock Option Agreement under 1998 Incentive and Non-qualified Stock Option Plan(2)
         10.35*            MONY Deferred Compensation Plan for managers of the Company(1)
         10.36*            Settlement Agreement and Release, dated May 4, 1998 between the Company and Hippo Holdings Ltd. (1)
         10.37*            Consulting Agreement, dated April 29, 1998 between the Company and Argent Securities. Inc.(2)
         10.38*            Form of Non-qualified Stock Option Agreement for Outside Directors under 1998 Incentive and Non-qualified
                           Stock Option Plan(2)
         10.39*            Termination Agreement, dated September 1, 1998 between the Company and Daniel Snider(2)
         10.41*            Form of Exchange Agreement(3)
         16.1*             Letter on Change in Certifying Accountants(4)
         27**              Financial Data Schedule
         ----------------
</TABLE>
            * Previously filed.
           ** Filed herewith

         (1) Incorporated by reference from registrant's  Registration Statement
         on Form SB-2, filed on July 7, 1998.

         (2) Incorporated by reference from registrant's  Registration Statement
         on Form SB-2, Amendment No. 1, filed on October 8, 1998.

         (3) Incorporated by reference from registrant's  Registration Statement
         on Form SB-2, Amendment No. 2, filed on February 11, 1999.

         Incorporated by reference from the registrant's Form 8-K filed on April
9, 1999.

(b) Reports on Form 8-K.

         No Reports on Form 8-K were filed during the last quarter of the period
covered by this report.



<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.

Outlook Sports Technology, Inc.


By: /s/ Paul Berger
Paul Berger, Chairman and Chief Executive Officer

Date: May 17, 1999

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

Name                                  Position                                  Date


<S>                                   <C>                                       <C> 
/s/ PAUL BERGER                       Chairman, Chief Executive Officer         May 17, 1999
Paul Berger

/s/ JAMES DODRILL                     President, General Counsel, Director      May 17, 1999
Jim Dodrill
</TABLE>