SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   AMENDMENT 1

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

For the quarterly period ended:      March 31, 1999

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

For the transition period from                 to
                               ---------------    --------------


                          Commission File No. 000-29662


                          RollerBall International Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

     Delaware                                                95-4478767
--------------------------------------------------------------------------------
(State or other jurisdiction of                           (I.R.S.Employer
 incorporation or organization)                           Identification No.)

9255 Doheny Road, Suite 2705  Los Angeles, CA                     90069
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (310) 275-5313
                                                    ---------------

--------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report.

         Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such 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 _____

4,926,693 shares of Common Stock, par value $.001 per share, were outstanding at
May 14, 1999.

                                  Page 1 of 12


<PAGE>

                          ROLLERBALL INTERNATIONAL INC.

                                   FORM 10-QSB

                                      INDEX

                                                                        Page No.

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements (unaudited)

  Balance Sheets -

  March 31, 1999 (As Amended)  and December 31, 1998 (Audited)               3

  Statements of Operations -

  Three Months ended March 31, 1999 (As Amended) and 1998                    4

  Statements of Cash Flows -

  Three Months ended March 31, 1999 (As Amended) and 1998                    5

  Notes to Financial Statements                                            6-7

Item 2 - Management's Discussion and Analysis of

  Financial Condition and Results of Operations                            8-9

PART II - OTHER INFORMATION

Item 2 - Changes in Securities and Use of Proceeds                          10
Item 5 - Other Information                                                  11

Item 6 -  Exhibits and reports on Form 8-K                                  11

Signatures                                                                  12

                                  Page 2 of 12


<PAGE>
                         PART I - FINANCIAL INFORMATION

                          RollerBall International Inc.

                                 Balance Sheets

                                   AS AMENDED

<TABLE>
<CAPTION>
                                                                     March 31,           December 31,
                                                                        1999                 1998
                                                                 -------------------   -----------------
                                                                    (unaudited)
ASSETS

Current Assets:
<S>                                                                     <C>                 <C>
   Cash and cash equivalents                                            $    22,749         $   132,099
   Accounts receivable, net of allowance for doubtful
     accounts of $50,000 for March 31, 1999
     and December 31, 1998, respectively                                     91,824             212,770
   Due from factor                                                           34,218                   -
   Inventory                                                              1,139,662           1,468,022
   Consignment Inventory                                                    179,422                   -
   Debt issuance costs                                                            -               3,125
   Prepaid expenses and other                                               394,344             165,759
                                                                 -------------------   -----------------

Total Current Assets                                                      1,862,219           1,981,775
Property and equipment, net                                                 348,012             382,958
Intangible assets, net of accumulated amortization
     of $113,268 (1999) and $102,485 (1998)                                 554,927             557,760
                                                                 -------------------   -----------------
Total Assets                                                          $   2,765,158        $  2,922,493
                                                                 ===================   =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilites:

   Accounts payable                                                    $    762,433         $   681,478
   Accrued expenses                                                         509,338             460,804
   Notes payable to stockholders                                             57,000              57,000
   Advances from stockholders                                                51,629              49,129
   Debt                                                                     100,000             100,000
                                                                 -------------------   -----------------
Total Current Liabilities                                                 1,480,400           1,348,411

Commitments

Stockholders' Equity:
   Preferred stock - $.10 par value, 10,000,000 shares
     authorized; no shares issued or outstanding                                  -                   -

   Common stock - $.001 par value, 50,000,000
     shares authorized; 4,926,693 issued and
     outstanding (1999), 4,756,693 (1998)                                     4,927               4,757
   Additional paid in capital                                            10,221,671          10,034,341
   Accumulated deficit                                                  (8,941,840)         (8,465,016)
                                                                 -------------------   -----------------

Total Stockholders' Equity                                                1,284,758           1,574,082
                                                                 -------------------   -----------------

Total Liabilities and Stockholders' Equity                            $   2,765,158        $  2,922,493
                                                                 ===================   =================
</TABLE>


                             See accompanying notes

                                  Page 3 of 12


<PAGE>


                          RollerBall International Inc.
                            Statements of Operations

                                   AS AMENDED
<TABLE>
<CAPTION>
                                                                              Three months ended March 31,
                                                                    -------------------------------------------------
                                                                             1999                      1998
                                                                    -----------------------    ----------------------
                                                                                        (unaudited)
<S>                                                                 <C>                        <C>
Net sales                                                                     $    332,822               $    55,803
Cost of sales                                                                      210,133                    40,328
                                                                    -----------------------    ----------------------

Gross profit                                                                       122,689                    15,475

Operating expenses:

  Selling and marketing                                                            169,578                   239,750
  General and administrative                                                       414,478                   271,719
                                                                    -----------------------    ----------------------
Total operating expenses                                                           584,056                   511,469
                                                                    -----------------------    ----------------------

Loss from operations                                                              (461,367)                 (495,994)

Interest expense                                                                    15,257                   311,785
                                                                    -----------------------    ----------------------

Loss before provision for income taxes                                            (476,624)                 (807,779)


Provision for income taxes                                                             200                       200
                                                                    -----------------------    ----------------------
Net loss                                                                     $   (476,824)             $   (807,979)
                                                                    =======================    ======================

Net loss per common share
               Basic                                                               ($0.10)                   ($0.24)
                                                                    =======================    ======================
               Diluted                                                             ($0.10)                   ($0.24)
                                                                    =======================    ======================

Weighted average common shares
  outstanding
               Basic                                                             4,820,026                 3,406,093
                                                                    =======================    ======================
               Diluted                                                           4,820,026                 3,406,093
                                                                    =======================    ======================

</TABLE>




                             See accompanying notes

                                  Page 4 of 12


<PAGE>


                          RollerBall International Inc.
                            Statements of Cash Flows

                                   AS AMENDED

<TABLE>
<CAPTION>
                                                                                     Three months ended March 31,
                                                                              ---------------------------------------------
                                                                                       1999                    1998
                                                                              ----------------------   --------------------
OPERATING ACTIVITIES

<S>                                                                                   <C>                    <C>
Net loss                                                                              $   (476,824)          $   (807,979)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and amortization                                                              45,729                 43,740
  Amortization of debt issuance costs                                                         3,125                156,074
  Contribution of accrued salary--principal shareholder                                           -                106,000
Change in operating assets and liabilities:
  Accounts receivable                                                                       120,946                 43,508
  Due from factor                                                                          (34,218)                      -
  Inventory                                                                                 148,938                  6,083
  Prepaid expenses                                                                         (69,381)               (12,395)
  Accounts payable                                                                          109,251                212,737
  Accrued expenses                                                                           48,534                 43,401
                                                                              ---------------------------------------------
Net cash used in operating activities                                                     (103,900)              (208,831)

INVESTING ACTIVITIES
  Purchases of property and equipment                                                             -               (15,457)
  Increase in intangible assets                                                             (7,950)               (62,150)
                                                                              ----------------------   --------------------

Net cash used in investing activities                                                       (7,950)               (77,607)

FINANCING ACTIVITIES
  Increase in cash overdraft                                                                      -                 44,984
  Deferred stock offering costs                                                                   -               (95,804)
  Proceeds on loans to stockholders                                                           2,500                  2,500
                                                                              ----------------------   --------------------

Net cash provided by (used in) financing activities
                                                                                              2,500               (48,320)
                                                                              ----------------------   --------------------

Net decrease in cash
                                                                                          (109,350)              (334,758)

Cash at beginning of period
                                                                                            132,099                344,208
                                                                              ----------------------   --------------------

Cash at end of period                                                                  $     22,749            $     9,450
                                                                              ======================   ====================

</TABLE>


                             See accompanying notes

                                  Page 5 of 12


<PAGE>

                          ROLLERBALL INTERNATIONAL INC.
                          NOTES TO FINANCIAL STATEMENTS

1.       Organization

         RollerBall International Inc. (the "Company") develops, manufacturers,
distributes and markets inline skates, and related accessories under the
RollerBall trademark in the United States and throughout Europe, Asia and North
America through independent sales representatives and distributors. The Company
was incorporated in Delaware on March 7, 1994. The Company's fiscal year ends on
December 31st.

         On March 31, 1998, the Company's Registration Statement on Form SB-2
was deemed effective and on April 8, 1998, the offering closed and the Company
received $5.0 million in proceeds, net of underwriting discounts and commissions
and offering expenses.

2.       Summary of Significant Accounting Policies

         The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the results
of operations for the periods presented have been included.

         The financial data at December 31, 1998 is derived from audited
financial statements which are included in the Company's Form 10-KSB and should
be read in conjunction with the audited financial statements and notes thereto.
Interim results are not necessarily indicative of results for the full year.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3.       Financing

         In February 1999, the Company entered into an Accounts Receivable
financing agreement with a factor whereby it sells its eligible receivables to
the factor and receives an 85% advance rate on those receivables. The Company
pays interest at prime plus 4.25% and additional finance fees at a rate 1.5% per
month on the advanced funds. The Company had gross sales to the factor during
the three months ended March 31, 1999 of $252,214, received $209,357 in advances
on those receivables and incurred $8,639 in financing fees.

                                  Page 6 of 12


<PAGE>

4.       Net Loss Per Common Share

         Net loss per common share has been computed (Basic and diluted) for all
periods presented and is based on the weighted average number of shares
outstanding during the period including the 12% Subordinated Convertible
Debentures ("12% Debentures") which automatically converted upon the closing of
the Company's initial public offering (using the as if converted method from the
date of issuance), the shares issued to holders of certain Bridge Notes and
Notes Payable, and all that were issued upon closing of the Company's initial
public offering. Pursuant to Securities and Exchange Commission Staff Accounting
Bulletins, common stock equivalents issued during the 12-month period prior to
the initial public offering are included in the calculation as if they were
outstanding for all periods (using the treasury stock method at the assumed
public offering price). There are no common stock equivalents resulting from
dilutive stock options.

5.       First Quarter Adjustment

         During the first quarter of 1999, the company recorded a sale of
$257,936 based on shipments to Dunham's Sports in March, 1999. Dunham's has a
corporate payment policy of paying for the goods as they are sold on a monthly
basis. Because the entire shipment was not sold on or before December 31, 1999,
the sales have been deemed a consignment sale and were reversed from the total
sales number for 1999 as a result of RollerBall's year-end 1999 audit. This
reversal of sales was based on the recommendation of the Company's auditors as a
result of the audit for the year ending December 31, 1999.

         The financial statement impact for the first quarter of 1999 is as
follows:

                                            Three Months
                                        Ended March 31, 1999

                                    As Reported       Restated
                                    -----------       ---------
Consignment Inventory               $--0--            $179,422
Accounts Receivable, net            $349,760          $91,824
Net Sales                           $590,758          $332,822
Operating Loss                      $382,853          $461,367
Loss Per Share                      $0.08             $0.10








                                  Page 7 of 12


<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

SAFE HARBOR STATEMENT

         Certain statements in this Form 10-QSB, including information set forth
under Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 (the Act). The Company
desires to avail itself of certain "safe harbor" provisions of the Act and is
therefore including this special note to enable the Company to do so.
Forward-looking statements in this Form 10-QSB or hereafter included in other
publicly available documents filed with the Securities and Exchange Commission,
reports to the Company's stockholders and other publicly available statements
issued or released by the Company involve known and unknown risks, uncertainties
and other factors which could cause the Company's actual results, performance
(financial or operating) or achievements to differ from the future results,
performance (financial or operating) or achievements expressed or implied by
such forward-looking statements. Such future results are based upon management's
best estimates based upon current conditions and the most recent results of
operations.

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

         Net sales for the three months ended March 31, 1999 and 1998 were
$332,822 and $55,803, respectively, which is an increase of $277,019 or
approximately 496%. This increase was primarily attributable to the Company
having the necessary inventory to fulfill sales orders during the three months
ended March 31, 1999. For the three months ended March 31, 1998, the Company did
not have the funds to purchase the inventory needed to fulfill sales orders as
the proceeds from the Company's initial public offering were not received until
April 8, 1998.

         Gross margin for the three months ended March 31, 1999 was 36.9% which
represents an increase of 9.2% in the gross margin percent as compared to the
three months ended March 31, 1998. The increase relates to the new line of
skates being sold at higher margins in the three months ended March 31, 1999 as
opposed to the same period ending March 31, 1998 where prices were lowered to
sell older inventory in anticipation for the new skate line to be received.

         Selling and marketing expenses for the three months ended March 31,
1999 and 1998 were $169,578 and $239,750, respectively, which represents a
decrease of $70,172, or 29.3%. The decrease primarily relates to the Company not
participating in one of the annual sporting goods trade shows during the three
months ended March 31, 1999 as the continued depressed state of the inline
industry did not warrant the additional expense related to maintaining a
presence at the show. In relation to not attending the show, the Company's
research and development expense as well as the brochure

                                  Page 8 of 12


<PAGE>

expense decreased during the three months ended March 31, 1999 as compared to
the same period ended March 31, 1998.

         General and administrative expenses for the three months ended March
31, 1999 and 1998 were $414,478 and $271,719, respectively, which represents an
increase of $142,759, or 52.5%. The increase was primarily due to an increase of
$65,248 related to salaries and consulting fees, primarily the addition of full
time services from the Vice President of Design and Development and the Vice
President of Administration as well as a public relations firm. In addition, the
Company experienced an increase of $25,303 related to insurance expenses,
primarily the addition of Directors and Officers insurance.

         The Company's interest expense for the three months ended March 31,
1999 and 1998 was $15,257 and $311,785, respectively, which represents a
decrease of $296,528. This decrease was primarily attributable to the Company's
decreased interest payable on debt repaid from the proceeds of the initial
public offering. In addition, amortization of debt issuance costs included in
interest were fully amortized in 1998.

         Net loss for the three months ended March 31, 1999 and 1998 was
$476,824 and $807,979, respectively, which represents a decrease of $409,669, or
41.0%. The decrease in net loss for this period is primarily attributable to the
increased sales activity as compared to the prior period coupled with the
increased gross profit margin as well as the decrease in interest expense. The
Company continues to expect increased gross profit margins and decreased
interest expense over the next several quarters as compared to the previous
year's quarters.

LIQUIDITY AND CAPITAL RESOURCES

In April 1998, the Company received $6,250,000 in gross proceeds for the
issuance of 1,250,000 shares of common stock pursuant to its initial public
offering. Net proceeds totaled approximately $5.0 million after expenses
associated with the offering. Upon completion of the Company's initial public
offering, $2,259,525 of notes were automatically converted into equity and
$1,500,000 of notes were paid in full with the proceeds from the offering. Due
to the continued depressed state of the inline skate market, lack of sales and
the inability to obtain inventory, the Company will require additional capital
to continue operations. The Company is currently in negotiations with a current
investor to raise additional equity capital for the Company. There can be no
assurances that the transaction will be consumated. The Company intends to
locate additional sources of financing in the near term which financings may
include equity and/or debt components. There can be no assurance that the
Company will be successful in these efforts.

                                  Page 9 of 12


<PAGE>

Net cash used in operating activities for the three months ended March 31, 1999
and 1998 was $103,900 and $208,281, respectively. The decrease was attributable
to a decrease in the net loss for the three months ended March 31, 1999 as
compared to the same period in the prior year. This was offset primarily by an
increase in inventory of $148,938. Working captial at March 31, 1999 was
$381,819 as compared to $633,364 at December 31, 1998. The decrease is primarily
attributable to the net loss for the three months ended March 31, 1999.

The Company is currently in discussions with several banking institutions with
respect to obtaining a credit line facility for working capital and letter of
credit purposes. No assurance can be given that such discussions will result in
additional funding.

Expenditures for other assets totaled $7,950 for the three months ended March
31, 1999. Expenditures for other assets primarily include legal fees paid to
develop various patents and trademarks.

Year 2000

         The Company has conducted a review to identify which systems, both
internal and external, will be affected by the "Year 2000" problem. The majority
of the Company's business processing applications operate on a network computer
system. Management believes the network hardware and operating system are now
Year 2000 compliant as of March 31, 1999. If the current systems are not fully
Year 2000 compliant, the Company estimates that the cost associated with
becoming Year 2000 compliant will not materially affect its future operating
results or financial condition.

While the Company currently believes that it will be able to implement its Year
2000 conversion project in a timely manner, failure to do so could have a
material adverse impact on the Company's operations.

                           PART II - OTHER INFORMATION

 Item 2.  Changes in Securities and Use of Proceeds

On April 8, 1998, the Company closed its initial public offering in which it
sold 1,250,000 shares of common stock at a price of $5.00 per share for gross
proceeds of $6,250,000. Net of underwriting commissions and offering expenses,
the Company received net proceeds of approximately $5,000,000. As of March 31,
1999, the Company has used approximately $1,200,000 of the proceeds for
inventory purchases, $1,500,000 for repayment of Notes and Loans Payable,
$89,000 for molds and tooling purchases, $205,000 for marketing and advertising,
$122,000 for the payment of accrued officer's salary, $545,000 for accrued
expenses and the remainder for working capital and operating purposes.

                                  Page 10 of 12


<PAGE>

In March 1999, the Company issued 150,000 shares of restricted common stock to a
consulting group in exchange for various financial services including but not
limited to introducing the Company to financial forms and potential investors.
The term of this agreement is fourteen months.

Item 5.  Other Information

On April 20, 1999, the Company received notice from the Nasdaq SmallCap Stock
Market regarding its non-compliance with the net tangible assets requirement to
maintain its listing. Under Nasdaq rules, to maintain listing on the Nasdaq
Smallcap market the Company must have $2,000,000 of net tangible assets. The
Company does not currently comply with this maintenance requirement. The Company
has requested a hearing in which it will submit a plan which sets forth a
strategy to bring the Company into compliance with the listing maintainance
rules. Included in this plan is the addtitional equity capital the Company plans
to raise from a current investor. There can be no assurances that the
transaction will be consumated. There can be no assurance that the Nasdaq
Smallcap Market will accept the Company's plan and determine not to delist the
Company's common stock. In the event that the Company is unable to maintain
continued quotation on the Nasdaq SmallCap Market, quotation, if any, of the
Common Stock would be in the over-the-counter market in what are commonly
referred to as the "pink sheets" of the National Quotation Bureau, Inc. or on
the National Association of Securities Dealers OTC Electronic Bulletin Board. As
result, an investor may find it more difficult to dispose of or to obtain
accurate quotations as to the price of such securities.

Item 6.  Exhibits and reports on Form 8-K

(a).     Exhibits - None
(b).     Reports on Form 8-K - No reports on Form 8-K were filed during the
         quarter.

                                  Page 11 of 12


<PAGE>

                                   SIGNATURES

Pursuant to the requirements 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.

                                          ROLLERBALL INTERNATIONAL INC.

May 26, 2000                                /s/ Jack Forcelledo
------------                             ---------------------------------------
  DATE                                   JACK FORCELLEDO
                                         PRESIDENT & CHIEF EXECUTIVE OFFICER

                                  Page 12 of 12