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, 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 October 31, 2000,  5,762,125  shares of Common Stock,  par value $.01
per share, of Fusion Fund, Inc. were issued and outstanding.




<PAGE>
                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                                  BALANCE SHEET
                                OCTOBER 31, 2000
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>

Current Assets:
  Cash and cash equivalents ....................................   $     68,815
  Trading securities ...........................................          4,950
                                                                   ------------
         Total current assets ..................................         73,765

Property and equipment (net of accumulated depreciation of $469)          2,658

Other investments ..............................................        250,000

Security deposits ..............................................          4,058
                                                                   ------------

                                                                   $    330,481


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
<S>                                                                <C>
  Accounts payable .............................................   $  1,265,220
  Accrued expenses .............................................        990,750
  Accrued wages and related expenses ...........................        553,296
  Accrued interest payable .....................................         87,046
  Notes payable ................................................        365,000
  Notes payable - stockholders - current portion ...............        452,796
                                                                   ------------
         Total current liabilities .............................      3,654,108

Notes payable - stockholders - long-term .......................        190,000
                                                                   ------------
                                                                      3,844,108

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; 5,952,625 shares issued .................         59,526
  Common stock; Class B, $.01 par value, 5,000,000 shares
    authorized; no shares issued and outstanding ...............           --
  Treasury stock; 190,500 Class A shares at cost ...............    (   166,848)
  Additional paid-in capital ...................................     19,883,505
  Accumulated deficit ..........................................    (23,289,810)
                                                                   ------------
         Total shareholders' deficit ...........................    ( 3,513,627)
                                                                   ------------
                                                                   $    330,481

</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>

                                                     Nine Months Ended             Three Months Ended
                                                         October 31,                   October 31,
                                                      2000            1999         2000         1999
                                                  -----------    -----------   -----------   -----------

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

Costs and expenses:
  Selling, general and administrative expenses     4,537,221           --       (   31,657)          --
                                                  -----------    -----------   -----------   -----------

         Total costs and expenses ............     4,537,221           --       (   31,657)          --
                                                  -----------    -----------   -----------   -----------

Income (loss) from operations ................    (4,537,221)          --           31,657           --
                                                  -----------    -----------   -----------   -----------

Other income (expense):
  Interest expense ...........................    (   24,375)    (   52,112)    (    8,125)  (   11,320)
  Dividend and interest income ...............           633           --               17           --
  Gain (loss) on sale of trading securities ..        10,257           --       (    7,006)          --
  Unrealized loss on trading securities ......    (   27,050)          --       (   11,425)          --
                                                  -----------    -----------   -----------   -----------

         Total other income (expense) ........    (   40,535)    (   52,112)    (   26,539)  (   11,320)
                                                  -----------    -----------   -----------   -----------

Income (loss) before loss from discontinued
  operations .................................    (4,577,756)    (   52,112)         5,118   (   11,320)

Discontinued operations:
  Loss from operations of abandoned business .          --       (4,742,729)          --     (1,271,507)
                                                  -----------    -----------   -----------   -----------


Net income (loss) ............................   $(4,577,756)   $(4,794,841)   $     5,118  $(1,282,827)
                                                  ===========    ===========   ===========   ===========

Weighted average common shares outstanding ...     5,815,904      4,221,288      5,950,886    4,378,326
                                                  ===========    ===========   ===========   ===========

Net loss per common share - basic:
  Operations .................................    $      (.79)  $(       .02) $ (     .01)  $      (.00)
  Discontinued operations ....................          --       (      1.12)          --    (      .29)
                                                  -----------    -----------   -----------   -----------
  Net loss ...................................    $      (.79)  $     (1.14)  $      (.01)  $      (.29)
                                                  ===========    ===========   ===========   ===========

</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>

                                                                    Nine Months Ended
                                                                        October 31,
                                                                    2000           1999
                                                                -----------    -----------
Operating activities:
<S>                                                            <C>            <C>
  Loss from continuing operations ..........................   $(4,577,756)   $   (52,112)
                                                                -----------    -----------
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization ........................           469        147,821
      Increase in allowance for doubtful accounts and sales
        returns and allowances .............................          --          124,306
      Stock issued for services and other ..................     4,407,408      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
      Unrealized loss on trading securities ................        27,050           --
      Gain on sale of trading securities ...................   (    10,257)          --
      Changes in operating assets and liabilities:
        (Increase) in accounts receivable ..................          --       (  137,821)
        Decrease in inventories ............................          --           57,410
        (Increase) in trading securities ...................   (    21,743)          --
        Decrease in prepaid expenses .......................          --           10,347
        (Increase) in security deposits ....................   (     4,058)          --
        (Decrease) in accounts payable and accrued expenses    (   643,776)    (  719,240)
                                                                -----------    -----------
         Total adjustments .................................     3,755,093      2,341,113
                                                                -----------    -----------

      Loss from discontinued operations ....................          --       (4,742,729)
                                                                -----------    -----------

Net cash (used) in operating activities ....................    (  822,663)    (2,453,728)
                                                                -----------    -----------

Investing activities:
  Purchase of note receivable ..............................    (  250,000)          --
  Capital expenditures .....................................    (    3,127)    (    3,933)
                                                                -----------    -----------

Net cash (used) in investing activities ....................    (  253,127)    (    3,933)
                                                                -----------    -----------

Financing activities:
  Proceeds (payments) from (to) line of credit .............    (   34,984)         1,138
  Advances (payments) from (to) officers ...................          --       (   25,000)
  Proceeds from issuance of unsecured notes payable ........          --          665,000
  Proceeds (payments) from (to) factor .....................          --       (    2,744)
  Repayment of unsecured notes payable .....................          --       (  725,000)
  Proceeds from exercise of stock options and sale of common
    stock ..................................................          --          215,000
  Proceeds from issuance of notes payable - related parties           --          420,296
  Proceeds from sale of common stock .......................     1,290,159      2,543,300
  Expenses of stock offerings ..............................    (  177,901)    (  604,783)
  Purchase of treasury stock ...............................    (  116,298)    (   29,500)
                                                                -----------    -----------

Net cash provided by financing activities ..................       960,976      2,457,707
                                                                -----------    -----------

Net increase in cash and cash equivalents ..................    (  114,814)            46
Cash and cash equivalents, beginning of period .............       183,629           --
                                                                -----------    -----------
Cash and cash equivalents, end of period ...................   $    68,815    $        46
                                                                ===========    ===========

</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>
                                                                               Nine Months Ended
                                                                                  October 31,
                                                                              2000           1999
Supplemental disclosure of cash flow information:

<S>                                                                       <C>              <C>
  Cash paid for interest ..............................................   $         --     $ 14,856
                                                                          ==============   ========


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
                                                                          ==============   ========

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
                                                                          ==============   ========

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

Issuance of 10,000 shares of common stock as consideration
  for accrued liabilities .............................................   $       83,720   $   --
                                                                          ==============   ========

Conversion of note receivable into other investments ..................   $      250,000   $   --
                                                                          ==============   ========




</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
                                OCTOBER 31, 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 nine months ended October 31, 1999.

                  During the quarter  ended July 31, 2000 the Company  wrote-off
its accounts  receivable and  inventories  from the  discontinued  golf business
against their related allowance accounts in the amounts of $275,206 and $116,000
respectively.


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.

                  Trading securities are summarized as follows:
<TABLE>
<CAPTION>

<S>                                                                                              <C>
                           Marketable equity securities, at cost                                 $   32,000
                           Less:  Unrealized losses                                                  27,050
                                                                                                 ----------
                           Trading securities, at aggregate market value                         $    4,950
                                                                                                 ==========

</TABLE>
<PAGE>

                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 2000
                                   (Unaudited)


NOTE 4 - Property and Equipment
<TABLE>
<CAPTION>

                  Property and equipment consist of the following:

<S>                                                                                              <C>
                  Office equipment                                                               $  3,127
                  Less:  Accumulated depreciation                                                     469
                                                                                                 ----------

                                                                                                 $  2,658
                                                                                                 ==========
</TABLE>


NOTE 5 - Other Investments

     In May, 2000 the Company  purchased a $250,000  principal amount promissory
note of InfoActive,  Inc., a Pennsylvania corporation.  The note was convertible
into 1,562,500 shares of common stock of InfoActive, Inc.

     In June,  2000 the Company  converted  the  promissory  note and was issued
1,562,500  shares of common stock of  InfoActive,  Inc. The Company is using the
cost  method of  accounting  for its  investment  in  InfoActive,  Inc.  and has
classified such investment as other investments.


NOTE 6 - Commitments and Contingencies

         Litigation

     In August 2000 a complaint was filed against the Company alleging trademark
infringement  under  federal and state laws and unfair  competition  under state
law. The complaint seeks a declaratory judgment for these alleged violations,  a
permanent  injunction  of, among other  things,  the  Company's  use of the name
Fusion Fund, Inc., and unspecified  monetary  damages.  On or about December 11,
2000,  the Company  entered into a settlement  agreement  with Fusion  Ventures,
which  requires that the Company change its name and cease using the name Fusion
Fund,  Inc. in any of its  operations.  In  anticipation of compliance with this
settlement agreement,  the Fusion Ventures litigation has been dismissed without
prejudice.  The Company  anticipates that it will fully comply with the terms of
this  settlement  agreement  prior to January 22, 2001. The Company is unable to
determine  what impact,  if any, the  resolution of this matter will have on its
financial position or results of operation.


















<PAGE>
                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 2000
                                   (Unaudited)


NOTE 7 - 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.

     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.

     During the quarter ended July 31, 2000,  the Company  privately sold 10,494
shares of common  stock for the gross  proceeds of $69,995.  The Company  netted
$52,501 after offering expenses of $17,494.

     During the quarter  ended July 31, 2000,  the Company  issued 45,000 shares
for services and other compensation. The Company recognized a charge of $258,125
during the current period in connection with the issuance of these shares.

     During the quarter ended July 31, 2000 the Company  purchased 15,000 shares
of its common  stock for  $114,380.  Such shares have been  recorded as treasury
stock.

     During the quarter ended October 31, 2000 the Company  issued 20,000 shares
of common  stock to related  parties for services  and other  compensation.  The
Company  recognized a charge of $57,500  during the current period in connection
with issuance of these shares.

     During the quarter ended October 31, 2000, the Company purchased 500 shares
of common stock for $1,918. Such shares have been recorded as treasury stock.



<PAGE>
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The  following  discussion  should  be read in  conjunction  with our  financial
statements,  any notes related  thereto,  and the other  financial data included
elsewhere  herein.  This  discussion  contains  forward-looking  statements that
involve risks and  uncertainties.  Our actual results may differ materially from
those  anticipated  in these  forward-looking  statements as a result of certain
factors discussed herein.


Overview

     In  the  first  nine  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 nine  months  ended  October  31,  2000.  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 October 31, 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 October 31, 2000 our working capital
deficiency  was  approximately  $3,580,000 and for the nine months ended October
31, 2000 we incurred a net loss of  approximately  $4,577,000.  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 October 31, 2000 Compared To Quarter Ended October, 1999

     The Company incurred net income of approximately  $5,000 during the quarter
ended October 31, 2000 compared to a net loss of  approximately  $1,283,000  for
the quarter ended October 31, 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
October 31, 1999.

     The net loss of approximately  $1,283,000 for the quarter ended October 31,
1999 resulted  primarily for the  discontinued  operations of the abandoned golf
business. Loss from discontinued operations was approximately  $1,272,000 during
the quarter ended October 31, 1999.

     During the quarter ended October 31, 2000, the Company  incurred net income
of  approximately  $5,000 . The net  income  was the  primarily  the  result  of
selling,   general  and  administrative  expenses  incurred  in  the  amount  of
approximately  $144,000,  reduced by settlements  to creditors of  approximately
$176,000.  The Company also incurred  other expenses of  approximately  $27,000,
which  consisted  primarily  of realized  and  unrealized  losses  from  trading
activities of approximately $18,000.



Nine Months Ended October 31, 2000 Compared To Nine Months Ended
October 31, 1999

     The Company incurred a net loss of approximately $4,577,000 during the nine
months ended October 31, 2000 compared to a net loss of approximately $4,795,000
for the nine months ended October 31, 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 nine months
ended October 31, 1999.

     The net loss of approximately  $4,795,000 for the nine months ended October
31, 1999  resulted  primarily for the  discontinued  operations of the abandoned
golf business.  Loss from discontinued  operations was approximately  $4,743,000
during the nine months ended October 31, 1999.

     During the nine months  ended  October 31, 2000 the Company  incurred a net
loss of  approximately  $4,578,000.  The net loss was  primarily  the  result of
selling,   general  and  administrative  expenses  incurred  in  the  amount  of
approximately  $4,537,000,  of which  approximately  $4,407,000 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 four  consulting  agreements.  The Company
issued an aggregate of 247,500 shares of common stock and recognized a charge to
operations of approximately $2,411,000 in connection with these issuances.



<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On  August  22,  2000,  Fusion  Ventures,  LLC,  a North  Carolina  limited
liability company ("Fusion Ventures"), filed a complaint against the Company, in
United  States  Federal  Court in the  Southern  District of New York,  alleging
trademark infringement under federal and state laws and unfair competition under
state law. Fusion Ventures'  complaint  sought a declaratory  judgment for these
alleged violations, a permanent injunction of, among other things, the Company's
use of the name Fusion Fund, Inc., and unspecified monetary damages. On or about
December 11, 2000, the Company  entered into a settlement  agreement with Fusion
Ventures,  which  requires that the Company  change its name and cease using the
name Fusion Fund, Inc. in any of its  operations.  In anticipation of compliance
with  this  settlement  agreement,  the  Fusion  Ventures  litigation  has  been
dismissed without prejudice.  The Company  anticipates that it will fully comply
with the terms of this  settlement  agreement  prior to January  22,  2001.  The
Company is unable to determine  what  impact,  if any,  the  resolution  of this
matter will have on its financial position or results of operation.

     On November  20, 2000,  Foley,  Hoag & Eliot LLP  threatened  to take legal
action against the Company,  seeking payment for services rendered in the amount
of approximately $470,000. The Company is not aware that Foley, Hoag & Eliot LLP
has taken any legal  action  regarding  this  claim.  The  Company  is unable to
determine  what impact,  if any, the  resolution of this matter will have on its
financial position or results of operation.

     Other than the  aforementioned  proceeding,  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.

     In  addition,  as of October  31,  2000,  the  Company  owed  approximately
$3,844,108  to  various  creditors.   As  of  October  31,  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
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

<PAGE>
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.


                                                        FUSION FUND, INC.


Date:  December 15, 2000                        By: /s/ Adam Goldberg
                                                        Adam Goldberg, Treasurer


Date:  December 15, 2000                        By: /s/ Steven Angel
                                                        Steven Angel, Secretary