UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[x]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2000

[ ]      TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 For the Transition Period from _______________ TO ____________.

                                    333-89941
                            (Commission File Numbers)

                                FUSION FUND, INC.
             (Exact name of registrant as specified in its charter)


        DELAWARE                                        6799
(State or other jurisdiction of             (Primary Standard Industrial
incorporation or organization)                Classification Code Number)


                        1 World Trade Center, Suite 7967
                            New York, New York 10048
                    (Address of principal executive offices)

                                 (212) 775-7020
              (Registrants' telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Indicate by check mark whether the  Registrants  (1) have 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
Registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO [ ]

     As of April 30, 2000,  5,702,131 shares of Common Stock, par value $.01 per
share, of Fusion Fund, Inc. were issued and outstanding.
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                                  BALANCE SHEET
                                 APRIL 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS

Current Assets:
<S>                                                               <C>
  Cash and cash equivalents ...................................   $    801,486
  Accounts receivable (net of allowance for doubtful accounts
    of $275,206) ..............................................           --
  Inventories (net of allowance of $116,000) ..................           --
  Marketable securities .......................................        100,000
                                                                   ------------
         Total current assets .................................        901,486

Security deposits .............................................          4,058
                                                                   ------------
                                                                  $    905,544

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable ............................................   $  1,535,819
  Accrued expenses ............................................        986,900
  Accrued wages and related expenses ..........................        670,493
  Accrued interest payable ....................................         70,796
  Notes payable ...............................................        399,984
  Notes payable - stockholders - current portion ..............        452,796
                                                                   ------------
         Total current liabilities ............................      4,116,788

Notes payable - stockholders - long-term ......................        190,000
                                                                   ------------
                                                                     4,306,788
                                                                   ------------
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; 5,877,131 shares issued ................         58,771
  Common stock; Class B, $.01 par value, 5,000,000 shares
    authorized; no shares issued and outstanding ..............           --
  Treasury stock; 175,000 Class A shares at cost ..............    (    50,550)
  Additional paid-in capital ..................................     19,432,414
  Accumulated deficit .........................................    (22,841,879)
                                                                   ------------
         Total shareholders' deficit ..........................    ( 3,401,244)
                                                                   ------------
                                                                  $    905,544
                                                                   ============
</TABLE>
   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                         Three Months
                                                           April 30,
                                                      2000           1999

<S>                                              <C>            <C>
Revenues .....................................   $      --      $      --
                                                   -----------   -----------

Costs and expenses:
  Selling, general and administrative expenses     4,121,883           --
                                                   -----------   -----------

         Total costs and expenses ............     4,121,883           --
                                                   -----------   -----------

Loss from operations .........................    (4,121,883)          --
                                                   -----------   -----------

Other income (expense):
  Interest expense ...........................    (    8,125)    (  24,777)
  Interest Income ............................           183           --
                                                   -----------   -----------

         Total other income (expense) ........    (    7,942)    (  24,777)
                                                   -----------   -----------

Loss before loss from discontinued operations     (4,129,825)    (  24,777)

Discontinued operations:
  Loss from operations of abandoned business .          --       (1,085,766)
                                                   -----------   -----------

Net loss .....................................   $(4,129,825)   $(1,110,543)
                                                   ===========   ===========

Weighted average common shares outstanding ...     5,592,219      3,952,259
                                                   ===========   ===========

Net loss per common share - basic:

  Operations .................................   $     (.74)    $      (.01)
  Discontinued operations ....................          --             (.27)
                                                   -----------   -----------
  Net loss ..................................    $     (.74)    $      (.28)
                                                   ===========   ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                         April 30,
                                                                  2000            1999
                                                              -----------     -----------
Operating activities:
<S>                                                           <C>            <C>
  Loss from continuing operations .........................   $(4,129,825)   $   (24,777)
                                                              -----------     -----------
  Adjustments to reconcile loss from continuing operations
    to net cash used in operating activities:
      Depreciation and amortization .......................          --          109,443
      Stock issued for services and other .................     4,008,063           --
      Changes in operating assets and liabilities:
        (Increase) in inventories .........................          --        ( 132,993)
        (Increase) in marketable securities ...............    (  100,000)          --
        Decrease in prepaid expenses ......................          --           14,747
        (Increase) in security deposits ...................    (    4,058)          --
        (Decrease) in accounts payable and accrued expenses    (  216,080)     ( 582,382)
                                                              -----------     -----------

         Total adjustments ................................     3,687,925      ( 591,185)
                                                              -----------     -----------

      Loss from discontinued operations ...................          --       (1,085,766)
                                                              -----------     -----------

Net cash (used) in operating activities ...................    (  441,900)    (1,701,728)
                                                              -----------     -----------

Investing activities:
  Capital expenditures ....................................          --           (3,933)
                                                              -----------     -----------


Net cash (used) in investing activities ...................          --           (3,933)
                                                              -----------     -----------

Financing activities:
  Proceeds from line of credit ............................          --            1,969
  Payments of advances from officers ......................          --       (   25,000)
  Proceeds from issuance of unsecured notes payable .......          --          325,000
  Proceeds from issuance of notes payable - related parties          --          250,000
  Repayment of unsecured notes payable ....................          --       (  675,000)
  Proceeds from sale of common stock pursuant
    to initial public offering ............................          --        2,543,300
  Expenses of initial public offering and private offerings    (  160,407)    (  604,784)
  Proceeds from sale of common stock ......................     1,220,164           --
  Purchase of treasury stock ..............................          --          (25,000)
                                                              -----------     -----------


Net cash provided by financing activities .................     1,059,757      1,790,485
                                                              -----------     -----------

Net increase in cash and cash equivalents .................       617,857         84,824

Cash and cash equivalents, beginning of period ............       183,629           --
                                                              -----------     -----------

Cash and cash equivalents, end of period ..................   $   801,486    $    84,824
                                                              ===========     ===========

</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)
<TABLE>
<CAPTION>

                                                                            Three Months Ended
                                                                                 April 30,

                                                                               2000         1999

Supplemental disclosure of cash flow information:

<S>                                                                       <C>             <C>
  Cash paid for interest ..............................................   $        --     $ 1,969
                                                                          =============   =======


Supplemental disclosure of non-cash investing and financing activities:

Issuance of 10,000 shares of Class A common stock
  as debt issuance expense ............................................   $        --     $50,000
                                                                          =============   =======

Cashless exercise of 151,793 common stock purchase
  warrants ............................................................   $   1,106,377   $  --
                                                                          =============   =======



</TABLE>

























   The accompanying notes are an integral part of these financial statements.
<PAGE>
                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2000
                                   (Unaudited)

NOTE 1 - Basis of Presentation

     In the  opinion  of  the  Company,  the  accompanying  unaudited  financial
statements   reflect  all  adjustments  (which  include  only  normal  recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations and cash flows for the periods presented.

     The results  for interim  periods  are not  necessarily  indicative  of the
results to be obtained for a full fiscal year.

NOTE 2 - Organization and Basis of Presentation

     Fusion Fund, Inc. (the "Company") was originally  incorporated in the State
of  Delaware as Outlook  Sports  Technology,  Inc. on February 8, 1996.  Outlook
Sports  Technology,  Inc. was 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. During March 2000,  Outlook Sports  Technology,
Inc.  formed a wholly owned Delaware  subsidiary,  Fusion Fund,  Inc.,  which it
merged with and into for the sole  purpose of changing  its name to Fusion Fund,
Inc.

     During January 2000, Outlook Sports Technology, Inc. formally abandoned the
golf business and during March 2000 launched its redefined  business  mission as
an Internet technology and e-commerce incubator.  Accordingly,  the accompanying
financial  statements  reflect the  results of  discontinued  operations  of the
abandoned golf business for the quarter ended April 30, 1999.

NOTE 3 - Marketable Securities

     The Company  accounts  for its  investments  in  marketable  securities  in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities."

     Management  determines the appropriate  classification of all securities at
the time of purchase and re-evaluates  such designation as of each balance sheet
date.  The  Company  classifies  its  marketable  equity  securities  as trading
securities.  The Company's  trading  securities are classified as current assets
and are recorded at fair value. Unrealized holding gains and losses are included
in earnings.

NOTE 4 - Shareholders' Deficit

     Effective  February 1, 2000, the Company entered into a one year consulting
agreement. As provided for in the consulting agreement,  the consultant was paid
compensation of 162,500 shares of the Company's common stock, such shares having
been registered using Form S-8. The Company recognized a charge of $1,828,125 in
the current period in connection with the issuance of these shares.


<PAGE>
                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2000
                                   (Unaudited)

NOTE 4 - Shareholders' Deficit

     Effective  March 28, 2000, the Company  entered into a one year  consulting
agreement  with  an  investment  banker.  As  provided  for  in  the  consulting
agreement,  the investment  banker was paid compensation of 50,000 shares of the
Company's  common  stock.  The  Company  recognized  a charge of $525,000 in the
current period in connection with the issuance of these shares.

     During the quarter ended April 30, 2000,  the Company issued 150,500 shares
for  services  and  other  compensation.  The  Company  recognized  a charge  of
$1,654,938  in the  current  period in  connection  with the  issuance  of these
shares.

     During the quarter  ended April 30,  2000,  the Company  privately  sold an
aggregate of 184,241  shares of common stock for gross  proceeds of  $1,220,164.
The Company netted $1,059,757 after offering expenses of $160,407.

     During the quarter ended April 30, 2000, the Company issued an aggregate of
151,793  shares of common stock in connection  with the exercise of common stock
purchase warrants.

NOTE 5 - Subsequent Events

     On May 1, 2000 the Company privately sold 10,494 shares of common stock for
gross proceeds of $69,995. The Company netted $52,501 after offering expenses of
$17,494.

ITEM 2.  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 three  months ended April 30,  2000,  and April 30, 1999,  should be read in
conjunction with the Company's  financial  statements and notes thereto included
elsewhere in this report.


<PAGE>
Overview

     In the  first  three  months  of  the  year  2000,  the  Company  underwent
significant  management changes and redirected its business mission.  On January
11,  2000,  Paul H.  Berger  resigned  from his  positions  as  Chairman  of the
Company's  Board of Directors and  Treasurer  and Jim Dodrill  resigned from his
positions as President,  General Counsel,  and Director of the Company.  After a
brief  restructuring  period,  Mae Davis Group, an investment banking firm whose
clients  hold a majority  interest in the Company,  approached  several of their
business  associates to redirect and manage the Company.  In February  2000, the
Company  appointed  Adam Goldberg as it's President and Chairman of the Board of
Directors, and Steven Angel as its Secretary and Executive Vice President.

     In March 2000, the Company set forth to strengthen  its financial  position
and redefine  its  business  mission.  On May 1, 2000,  the Company  completed a
private placement of approximately  $1,284,000 of its common stock to accredited
investors.  The proceeds from this private placement are currently being used to
satisfy  certain  debt,  in  addition to  supplementing  the  Company's  working
capital.  While the Company is making every effort to satisfy these obligations,
it may be forced to seek legal protection from its creditors under United States
Bankruptcy Code in the event that these efforts are unsuccessful.

     In March 2000, the Company  launched its redefined  business  mission as an
Internet  technology and e-commerce  incubator.  Accordingly,  the  accompanying
financial  statements  reflect the  results of  discontinued  operations  of the
abandoned  golf  business  for the  years  ended  January  31,  2000  and  1999,
respectively.  The  Company's  new business  model  provides  early stage client
companies with extensive management, marketing, finance and business development
resources in exchange for equity positions in their businesses. In light of this
shift in focus,  the Company formed a wholly owned Delaware  subsidiary,  Fusion
Fund, Inc., which it merged with and into the Company on March 27, 2000, for the
sole purpose of changing its name to Fusion Fund, Inc.

Liquidity and Capital Resources

     Our primary  source of  liquidity  has  historically  consisted of sales of
equity  securities  and high yield debt.  In March 1999, we completed an initial
public  offering of our Class A common stock.  Through this offering,  we sold a
total of  $438,500  shares of our Class A common  stock.  Net  proceeds  of this
offering,  were approximately  $1,768,000,  inclusive of certain unpaid offering
expenses.  Additionally,  during the year ended  January  31,  2000 we  borrowed
approximately $603,000 from two former officers and directors.

     From  March 2000  through  May 1, 2000 we raised  approximately  $1,290,000
gross  proceeds  through the sale of 194,735  shares of common  stock to private
investors. We netted approximately $1,112,000 from the sale of these securities.
We  believe  that we will need to raise  additional  funds from  either  debt or
equity financings in order to achieve our redefined business mission.

     Notwithstanding  the  funds we raised in the  private  placement  and other
borrowings,  we are currently  experiencing a severe working capital  deficiency
and are incurring  significant  losses. As of April 30, 2000 our working capital
deficiency was approximately $3,216,000 and for the quarter ended April 30, 2000
we incurred a net loss of  approximately  $4,130,000.  At this time,  we are not
generating any revenues but we are incurring  substantial  costs and expenses in
connection  with  the  launching  of  our  Internet  technology  and  e-commerce
incubator business.


<PAGE>
Results of Operations

Quarter Ended April 30, 2000 Compared To Quarter Ended April 30, 1999

     The  Company  incurred a net loss of  approximately  $4,130,000  during the
quarter ended April 30,2000 compared to a net loss of  approximately  $1,111,000
for the quarter ended April 30, 1999.

     The Company formally abandoned its golf business in January 2000 and during
March 2000 launched its redefined business mission as an Internet technology and
e-commerce  incubator.  Accordingly the following discussion reports the results
of discontinued  operations of the abandoned golf business for the quarter ended
April 30, 1999.

     The net loss of  approximately  $1,111,000  for the quarter ended April 30,
1999 resulted  primarily for the  discontinued  operations of the abandoned golf
business. Loss from discontinued operations was approximately  $1,086,000 during
the quarter ended April 30, 1999.

     During the quarter ended April 30, 2000 the Company  incurred a net loss of
approximately  $4,130,000.  The net loss was  primarily  the result of  selling,
general and  administrative  expenses  incurred  in the amount of  approximately
$4,122,000,  of which  approximately  $4,008,000  was for non-cash  issuances of
common  stock for  services  and other  compensation.  The largest  component of
selling,  general and  administrative  expenses consisted of issuances of common
stock in  connection  with two  consulting  agreements.  The  Company  issued an
aggregate  of  212,500  shares  of  common  stock  and  recognized  a charge  to
operations of approximately  $2,153,000 in connection with these  issuances.  In
addition,  the Company  issued  150,500  shares of common stock for services and
other compensation with a charge of approximately $1,655,000 to operations.

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is not currently  involved in any legal  proceeding  that could
have a material  adverse  effect on the results of  operations  or the financial
condition of the Company.  From time to time,  the Company may become a party to
litigation incidental to its business. There can be no assurance that any future
legal proceedings will not have a material adverse affect on the Company.

     Nonetheless,   as  of  April  30,  2000,  the  Company  owed  approximately
$4,307,000  to  various   creditors.   As  of  April  30,  2000,   none  of  the
aforementioned obligations have resulted in any legal proceeding that could have
a  material  adverse  effect  on the  results  of  operations  or the  financial
condition of the Company.  Nonetheless,  while the Company is actively  pursuing
<PAGE>
adequate resolution and satisfaction of these obligations,  the failure to reach
an adequate  resolution with these creditors may result in litigation that could
have a material  adverse  effect on the results of  operations  or the financial
condition of the Company  and/or may force the Company to seek legal  protection
from its creditors under United States Bankruptcy Code.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)  Exhibits

         Exhibit 27:  Financial Data Schedule

  (b)  Reports on Form 8-K

         February 3, 2000  Appointment  of new  directors  and  resignation  of
                           officers.

         March 9, 2000     Resignation of directors and officers and appointment
                           of new directors and officers.

         May 11, 2000      Change in Company name from Outlook Sports Technology
                           Inc. to Fusion Fund, Inc.



<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.

                                                       FUSION FUND, INC.

Date: June 14, 2000                              By: /s/ Steven Angel
                                                 -------------------------------
                                                         Steven Angel, Secretary