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 October 31, 1999

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

                                    000-25563
                            (Commission File Numbers)

                         OUTLOOK SPORTS TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
<S>                                                              <C>
         DELAWARE                                                3949
(State or other jurisdiction of                     (Primary Standard Industrial
 incorporation or organization)                      Classification Code Number)
</TABLE>



                           100 GRAND STREET, SUITE 5A
                               NEW YORK, NY 10013
                    (Address of principal executive offices)

                                 (212) 966-0400
              (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 December 3, 1999 4,636,266 shares of Common Stock, par value $.01 per
share, of Outlook Sports Technology, Inc. were issued and 4,468,266 outstanding.

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                                  BALANCE SHEET
                                OCTOBER 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>

Current Assets:

<S>                                                                                 <C>

  Cash ..........................................................................   $         46
  Accounts receivable (net of allowances of $271,911) ...........................         13,515
  Inventories ...................................................................        116,000
  Prepaid Expenses ..............................................................         23,400
                                                                                    ------------
         Total current assets ...................................................        152,961

Property and equipment (net of accumulated depreciation

  of $102,757) ..................................................................         85,322

Debt issuance expense (net of accumulated amortization

  OF $40,000) ...................................................................           --
                                                                                    ------------
                                                                                    $    238,283

                                            LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:

  Accounts payable ..............................................................   $  1,729,013
  Accrued expenses ..............................................................      1,030,951
  Accrued wages and related expenses ............................................        655,759
  Accrued interest payable ......................................................         44,863
  Notes payable .................................................................        401,238
  Notes payable - related parties - current portion .............................        270,296
                                                                                    ------------
         Total current liabilities ..............................................      4,132,120

Notes payable - related parties - long-term .....................................        190,000
                                                                                    ------------
                                                                                       4,322,120

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; 4,636,266 shares issued ..................................         46,363
  Common stock; Class B, $.01 par value, 5,000,000
    shares authorized; none issued and outstanding ..............................           --
  Treasury stock; 168,000 Class A shares at cost ................................    (    48,800)
  Additional paid-in capital ....................................................     14,184,175
  Accumulated deficit ...........................................................    (18,265,575)
                                                                                    ------------
         Total shareholders' deficit ............................................    ( 4,083,837)
                                                                                    ------------
                                                                                    $    238,283

</TABLE>

<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        NINE MONTHS ENDED             THREE MONTHS ENDED
                                                            OCTOBER 31,                   OCTOBER 31,

                                                      1999            1998         1999            1998

<S>                                              <C>            <C>            <C>            <C>

Revenue ......................................   $    88,474    $   479,463    $     4,281    $    38,989
                                                  -----------    -----------    -----------    -----------

Costs and expenses:

  Costs of sales .............................       208,882        688,100        101,614        167,921
  Research and development ...................       172,828        164,487         23,582         62,252
  Selling, general and administrative expenses     4,449,493      4,749,687      1,150,592      1,994,078
                                                  -----------    -----------    -----------    -----------

         Total costs and expenses ............     4,831,203      5,602,274      1,275,788      2,224,251
                                                  -----------    -----------    -----------    -----------

Loss from operations .........................    (4,742,729)    (5,122,811)    (1,271,507)    (2,185,262)
                                                  -----------    -----------    -----------    -----------

Other income (expense):

  Gain on sale of license ....................          --          413,997           --             --
Interest expense ...........................        ( 52,112) (     495,943)      ( 11,320)     ( 170,307)
                                                  -----------    -----------    -----------    -----------
                                                    ( 52,112)      ( 81,946)      ( 11,320)     ( 170,307)
                                                  -----------    -----------    -----------    -----------

Net loss .....................................   $(4,794,841)   $(5,204,757)   $(1,282,827)   $(2,355,569)
                                                  ===========    ===========    ===========    ===========

Net loss per common share - basic and diluted    $     (1.14)   $     (2.10)   $      (.29)   $      (.95)
                                                  ===========    ===========    ===========    ===========

Weighted average common shares outstanding ...     4,221,288      2,483,509      4,378,326      2,467,104
                                                  ===========    ===========    ===========    ===========


</TABLE>

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

<PAGE>

                         OUTLOOK SPORTS TECHNOLOGY, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                             NINE MONTHS ENDED
                                                               OCTOBER 31,

                                                              1999           1998
                                                          -----------   -----------
Operating activities:

<S>                                                      <C>            <C>
  Net loss ...........................................   $(4,794,841)   $(5,204,757)
  Adjustments to reconcile net loss to net cash
    used in operating activities:

      Depreciation and amortization ..................       147,821        112,050
      Stock issued for services and to vendors .......     1,745,290           --
      Stock based compensation .......................       432,248           --
      Stock issued as debt issuance expense ..........       481,250           --
      Write down of property and equipment ...........       147,108           --
      Write down of inventories ......................        52,394           --
      Increase in allowances for doubtful accounts and
        sales returns and allowances .................       124,306           --
      Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable ...     ( 137,821)       142,700
        Decrease in inventories ......................        57,410        132,459
        Decrease in prepaid expenses .................        10,347        145,913
        Decrease in deposits and other current assets           --           56,113
        Decrease in prepaid royalties ................          --          133,319
        Increase (decrease) in accounts payable and
          Accrued expenses ...........................     ( 719,240)     1,339,126
                                                          -----------   -----------

Net cash used in operating activities ................    (2,453,728)    (3,143,077)
                                                          -----------   -----------

Investing activities:

  Capital expenditures ...............................     (   3,933)    (  302,074)
                                                          -----------   -----------
Net cash used in investing activities ................     (   3,933)    (  302,074)
                                                          -----------   -----------

Financing activities:

  Proceeds from line of credit .......................         1,138           --
  Advances from officers .............................          --           44,147
  Payments of advances from officers .................     (  25,000)          --
  Proceeds from issuance of unsecured notes payable ..       665,000      3,805,000
  Payments to factor .................................     (   2,744)    (  270,490)
  Proceeds from issuance of notes payable -
    related parties ..................................       420,296           --
  Repayment of unsecured notes payable ...............     ( 725,000)    (  115,500)
  Proceeds from sale of common stock pursuant
    to initial public offering .......................     2,543,300           --
  Expenses of initial public offering ................     ( 604,783)          --
  Proceeds from sale of common stock .................       215,000           --
  Purchase of treasury stock .........................     (  29,500)    (   19,300)
                                                          -----------   -----------

Net cash provided by financing activities ............     2,457,707      3,443,857
                                                          -----------   -----------

Net increase in cash .................................            46     (    1,294)
Cash, beginning of period ............................          --            1,367
                                                          -----------   -----------
Cash, end of period ..................................   $        46    $        73
                                                          ===========   ===========

Supplemental disclosure of cash flow information:

  Cash paid for interest .............................   $    14,856    $    60,079
                                                          ===========   ===========
</TABLE>

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

<PAGE>

                         OUTLOOK SPORTS TECHNOLOGY, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)

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

                                                                           NINE MONTHS ENDED
                                                                              OCTOBER 31,

                                                                   1999                              1998
                                                              --------------                  ---------------
<S>                                                           <C>                             <C>

Issuance of 104,784 shares of common stock to a
  professional golfer as consideration for debt owed
  to such golfer                                              $          -                    $    220,047
                                                              ============                    ===================

Issuance of 11,500 shares of common stock in
  connection with endorsement contracts                       $          -                    $      67,500
                                                              ============                    ===================

Issuance of 125,000 shares of common stock for
  financial and investment services                           $         -                     $     125,000
                                                              ============                    ===================

Issuance of 44,669 shares of Class A common stock
  as consideration for accrued liabilities                    $    223,345                    $           -
                                                              ============                    ===================

Issuance of 65,000 shares of Class A common stock
  for payment of unsecured note payable                       $    300,000                    $          -
                                                              ============                    ===================

Warrants granted as payment of accrued interest               $    212,813                    $          -
                                                              ============                    ===================

Expenses of stock offering                                    $     77,500                   $          -
                                                              ============                    ===================


</TABLE>

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

                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 1999
                                  (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 - INVENTORIES

                  Inventories consist of the following:

<TABLE>

<CAPTION>

<S>                                                                                     <C>

                  Components parts                                                      $     42,422
                  Clubs                                                                       67,130
                  APPAREL, GOLF ACCESSORIES AND OTHER                                          6,448
                                                                                        --------------
                                                                                        $    116,000

</TABLE>

NOTE 3 - PROPERTY AND EQUIPMENT

<TABLE>

<CAPTION>

                  Property and equipment consists of the following:

<S>                                                                                              <C>

                  Furniture and fixtures                                                         $   157,146
                  EQUIPMENT                                                                           30,933
                                                                                                 -------------
                                                                                                     188,079

                  ACCUMULATED DEPRECIATION                                                           102,757

                                                                                                 $    85,322

</TABLE>

<PAGE>

                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS

                                OCTOBER 31, 1999

                                   (Unaudited)

NOTE 4 - NOTES PAYABLE

                  Notes payable consist of the following:

<TABLE>

<CAPTION>

<S>                               <C>                                                   <C>

                  Unsecured notes payable to private investors,

                    due September 1998                                                  $    325,000
                  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                                                    36,238
                  Unsecured note payable, interest at 10.5%,

                    Due December 1999.                                                        40,000

                                                                                        $    401,238

</TABLE>

NOTE 5-  NOTES PAYABLE - RELATED PARTIES

     Notes payable to related parties consist of the following:
<TABLE>

<CAPTION>

<S>                          <C>                                                        <C>

     Unsecured notes payable to the Company's

                    President and Chief Executive Officer, due

                    December 1999, interest at prime rate                               $    170,296
                  Long-term unsecured notes payable to the
                    Company's Chief Executive  Officer, due

                    April 2004, interest at prime rate                                       150,000
                  Long-term unsecured notes payable to the Company's

                    Chief Executive Officer, due March 2000, interest at

                    prime rate                                                               100,000
                  Long-term unsecured notes payable to the

                    Company's President and Chief Executive

                    OFFICER, INTEREST AT 7.5%, DUE BY SEPTEMBER 2002                          40,000
                                                                                        --------------
                                                                                             460,296

                  CURRENT PORTION                                                            270,296

                                                                                        -------------
                  LONG-TERM PORTION                                                     $    190,000
                                                                                        ============
</TABLE>

     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.

<PAGE>

                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS

                                OCTOBER 31, 1999

                                   (Unaudited)

NOTE 6 - SHAREHOLDERS' DEFICIT

     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.

     As at October 31, 1999 the Company  purchased  118,000 of these  shares for
$29,500.

     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
$1,768,000 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.

     In June 1999 the  Class B common  stock was  automatically  exchanged  into
shares of Class A common  stock in  accordance  with the  applicable  provisions
which call for such  conversion  to take place at such time as the closing price
of the Class A common  stock  shall  equal or  exceed  $8.00 for a period of ten
consecutive trading days.

     On July 1, 1999 the Company entered into a five year  consulting  agreement
for  management and financial  advisory  services.  The agreement  calls for the
issuance of 162,500  shares of the  Company's  common  stock.  Accordingly,  the
Company  recognized  a charge of  $1,381,250  in the current  period as complete
payment for the five year period.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

     In August 1999 the Company  entered  into a Letter of Intent with Madison &
Wall  Financial  Services,  Inc.  ("Madison"),  a privately  held full  service,
financial public relations  company.  Under the Letter of Intent the Company and
Madison have agreed,  subject to certain conditions,  for the Company to acquire
100% of the  outstanding  shares of Madison in exchange for 9,000,000  shares of
the Company's Class A Common Stock.  Among other conditions,  the acquisition is
conditioned on the satisfactory  completion of due diligence by both the Company
and  Madison  as  well  as  approval  by the  Company's  shareholders.  If  this
acquisition is  consummated,  the Company's  primary  business focus will become
providing  financial public relations  services.  The letter of intent has since
expired. While the Company hopes to engage in a similar transaction with this or
another  business,  there  is no  assurance  that  the  Company  will be able to
consummate such a transaction with this Company or at all.

     On September 29, 1999 three former employees filed a claim with the Supreme
Court of the State of New York  alleging,  among other things,  that the Company
owes such persons  back pay and  benefits.  Such persons have alleged  aggregate
damages in an amount that exceeds  $600,000.  The claims relate to such parties'
employment  with the  Company  and such  parties'  subsequent  termination.  The
Company has yet to file any responsive pleadings, however, intends to vigorously
contest such claim.

NOTE 8 - SUBSEQUENT EVENTS

     In November  1999 the Company  borrowed  $145,000 from its  president.  The
loans bear  interest at prime rate and was due December 1, 1999 but was extended
to December 31, 1999.
<PAGE>
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 nine  months  ended  October  31,  1999 and October 31, 1998 and for the
quarter  ended  October  31,  1999  and  October  31,  1998  should  be  read in
conjunction with the Company's  financial  statements and notes thereto included
elsewhere in this report.

Results of Operations

Nine Months ended  October 31, 1999  compared to Nine Months  ended  October 31,
1998

         During the nine months  ended  October 31, 1999,  the Company  achieved
$88,474 sales  compared to sales of $479,463  during the same period in 1998. Of
the sales  during the nine month period  ended  October 31,  1998,  $22,395 were
generated by sales of HiPPO  products  and $457,068 by sales of Tegra  products.
Because the Company sold its license to sell HiPPO  products in the U.S. back to
Hippo Holdings, Ltd. in May of 1998, the Company does not expect to receive on a
going forward basis,  any revenue from such brand and all sales since that point
have been  generated  by sales of Tegra  products.  Sales  during the nine month
period  ended  October 31, 1999 were  adversely  affected  due to the  Company's
minimal operating capital position  throughout the majority of this period.  The
absence of  operating  capital  prevented  the Company from  producing  and from
marketing its products.

         Cost of sales  during the nine months  ended  October 31, 1999  totaled
$208,882 compared to $688,100 during the same period in 1998. The Company's lack
of operating  capital  necessitated  the delay of sales  efforts until after the
completion  of  the  Company's  initial  public  offering.   Subsequent  to  the
completion of the Company's initial public offering sales efforts at the Company
recommenced,  but at a lower  level.  For the period in 1998,  $48,307  reflects
costs associated with air freighting goods 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.  Cost of sales
for the nine months ended  October 31, 1998 were also  impacted by $142,157 loss
for liquidation of apparel below our cost.

         Research and  development  costs  totaled  $172,828 for the nine months
ended October 31, 1999 as compared to $164,487 for the same period in 1998. This
increase  is  attributed   primarily  to  timing  of  research  and  development
expenditures.

         Selling, general and administrative expenses totaled $4,449,493 for the
nine months ended October 31, 1999 as compared to $4,749,687 for the nine months
ended  October 31,  1998.  This  decrease  resulted  primarily  due to decreased
payroll,  advertising,  promotion,  travel,  professional  fees and supplies and
services  which was offset by  non-cash  charges  primarily  resulting  from the
issuance of common stock under a five year management  agreement entered into by
the  Company on July 1, 1999 with an  unrelated  third  party and by charges the
Company  incurred in  connection  with a writedown  of property,  equipment  and
inventories.
<PAGE>
Quarter ended October 31, 1999 compared to Quarter ended October 31, 1998

     During the quarter  ended  October 31, 1999,  the Company  achieved  $4,281
sales  compared to sales of $38,989  during the same  period in 1998.  All sales
during  both  periods  came from the sale of Tegra  products.  Sales  during the
quarter  ended  October 31, 1999 were  adversely  affected due to the  Company's
minimal operating capital position throughout much of this period.

     Cost of sales during the quarter  ended  October 31, 1999 totaled  $101,614
compared  to  $167,921  during  the  same  period  in  1998.  The  reduced  cost
corresponds  to the Company's  reduced  sales staff and minimal  ability to seek
sales.  For the  period in 1998,  $19,412  reflects  costs  associated  with air
freighting goods 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.

     Research  and  development  costs  totaled  $23,582 for the  quarter  ended
October  31,  1999 as  compared  to $62,252  for the same  period in 1998.  This
decrease  is  attributed   primarily  to  timing  of  research  and  development
expenditures.

     Selling,  general and  administrative  expenses totaled  $1,150,592 for the
quarter ended October 31, 1999 as compared to $1,994,078  for the same period in
1998. This decrease resulted  primarily due to decreased  payroll,  advertising,
promotion,  travel, professional fees and supplies and services which was offset
by charges the Company  incurred in  connection  with a writedown  of  property,
equipment and inventories. .

Forecast

     The Company sees softness in the golf market and believes that the best way
to protect  shareholder  value in the Company is to diversify its interests.  We
previously  entered into a  non-binding  letter of intent with a privately  held
full service,  financial public relations company. Under the letter of intent we
agreed, subject to certain conditions, to acquire 100% of the outstanding shares
of such company in exchange for  9,000,000  shares of our Class A common  stock.
The  letter of intent  has since  expired.  While we hope to engage in a similar
transaction with this or another business,  we cannot assure you that we will be
able to consummate such a transaction with this company or at all.

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.
<PAGE>
Liquidity and Capital Resources

     Our primary  source of  liquidity  has  historically  consisted of sales of
equity securities and high yield debt borrowings. 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 this period, we borrowed approximately $384,000
from Paul Berger, our Chief Executive Officer,  and approximately  $181,000 from
Jim Dodrill, our President in exchange for notes payable bearing interest at the
prime rate of interest. The first $100,000 of Mr. Berger's advance is due on the
earlier of March 1, 2000 or within five days  following  the closing of a public
offering of our equity  securities  resulting in gross  proceeds of  $5,000,000.
Another  $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 our equity
securities  resulting in gross  proceeds of  $5,000,000.  The  remainder of this
advance was due on December 1, 1999, but has been extended to December 15, 1999.
The  entirety of the advance from Mr.  Dodrill was due on December 1, 1999,  but
has been extended to December 31, 1999.

     During the year  ended  January  31,  1999,  we  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,  we  borrowed  $19,147  from Paul
Berger, our Chief Executive Officer, at an interest rate of 12.5%.

     In November 1998, we executed exchange agreements with certain unaffiliated
note  holders  where such note holders  exchanged  an  aggregate  of  $5,210,236
principal amount of indebtedness,  inclusive of accrued interest,  for 1,042,047
shares of Class A common  stock and  1,042,047  warrants.  Holders  of  $375,000
principal amount of indebtedness  refused to execute the exchange  agreement and
$325,000 of this amount remained  outstanding as of the date of this report.  We
are attempting to negotiate  settlement of this amount with the note holders. In
addition,  in November  1998, we converted  $911,048  which we had borrowed from
certain officers or persons  affiliated to officers into 182,210 shares of Class
A common stock and 182,210 warrants.

     During the  quarter  ended  October  31,  1999,  we  executed  an  exchange
agreement with an unaffiliated  party.  Pursuant to the exchange  agreement,  we
issued to such party 65,000 shares of our Class A common stock in exchange for a
$300,000  principal amount 12 month  non-transferable  5% note which was due and
payable on May 26,  2000,  a running two percent (2%) royalty on our gross sales
of Tegra  titanium  drivers and  warrants to purchase  50,000  shares of Class A
common stock.

     To date, we expended a significant  portion of our capital resources on the
development  and  execution  of an  infomercial  to market and sell Tegra  Brand
Drivers.  The results of the campaign were far below our expectations.  Upon the
airing of the  infomercial,  we projected  that we would have revenues  equal to
150% of the amount of capital invested to air the infomercial. To date, revenues
generated from the airing of our infomercial  have only been equal to the amount
of capital invested to air the infomercial.

     As a result, we believe that we will need to raise  significant  additional
capital from  outside  sources to execute our  business  plan and continue  golf
operations.  Presently,  however,  we do not believe that such capital resources
are  available  to us  in  the  time  frame  necessary  to  continue  operations
exclusively in our present line of business.  Thus, we have  determined  that we
will endeavor to seek business alliances outside the golf business.

     The  Company  has  filed a  Registration  Statement  on Form  SB-2 that was
declared  effective  on November  16,  1999 under  which the Company  registered
3,955,922  shares  of its  Class  A  Common  Stock  all of  which  are  held  by
shareholders of the Company and none of which are held by the Company.  Of these
shares, 3,693,422 are issuable to such shareholders upon the exercise of certain
warrants and options.  If all  warrants  and options are  exercised  the Company
would  receive  approximately  $24,000,000  in  exchange  for  the  issuance  of
3,693,422 shares of Class A Common Stock. Accordingly,  if all or any portion of
these warrants or options are exercised,  existing  shareholders will experience
dilution to the extent of the shares issued.  There can be no assurance that all
or any portion of these warrants or options will be exercised.
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On August 3, 1999, Merrill  Corporation  ("Merrill") filed a complaint with
the  Supreme  Court of the State of New York,  Index no.  603672/99,  naming the
Company as a defendant.  Merrill's  complaint alleged,  among other things, that
the Company failed to pay Merrill for certain printing  services rendered on the
Company's  behalf  in  connection  with  our  initial  public  offering.  In its
complaint,  Merrill seeks damages of $97,518.54.  The Company filed an answer to
Merrill's  complaint  on  September  13,  1999,  in  which we  asserted  various
affirmative  defenses to Merrill's claim. As of the date of this report, we have
reached a tentative  agreement  to settle the lawsuit for $71,250;  however,  no
settlement agreement has been executed.

     On September 29, 1999, Clifford Muney, Robert Smiddy and Kim Backus,  three
of the Company's former  employees,  filed a claim with the Supreme Court of the
State of New York  alleging,  among other  things,  that the  Company  owes such
persons back pay and benefits. Such persons have alleged aggregate damages in an
amount that exceeds $600,000. The claims relate to such parties' employment with
the Company and such  parties'  subsequent  termination.  As of the date of this
report  we have not  filed  any  responsive  pleadings,  however,  we  intend to
vigorously contest such claim.

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

         None.



<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.

                           OUTLOOK SPORTS TECHNOLOGY, INC.

Date:  December 14, 1999

                              By: /s/ Jim Dodrill
                                      ------------------------------------------
                                      Jim Dodrill, President and General Counsel