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

                                   FORM 10-QSB/A

(Mark One)

[x]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended July 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 September 10, 1999  4,393,266  shares of Common Stock,  par value
$.01 per share, of Outlook Sports Technology, Inc. were issued and outstanding.



<PAGE>
                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                                  BALANCE SHEET
                                  JULY 31, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>


                                     ASSETS

Current Assets:
<S>                                         <C>                                     <C>
  Accounts receivable (net of allowances of $242,192) ...........................   $     51,413
  Inventories ...................................................................        258,719
  Prepaid expenses ..............................................................         23,400
                                                                                    ------------
         Total current assets ...................................................        333,532

Property and equipment (net of accumulated depreciation
  of $235,740) ..................................................................        283,366

Debt issuance expense (net of accumulated amortization
  of $40,000) ...................................................................           --
                                                                                    ------------

                                                                                    $    616,898

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
<S>                                                                                 <C>
  Accounts payable ..............................................................   $  1,599,571
  Accrued expenses ..............................................................      1,383,719
  Accrued wages and related expenses ............................................        560,295
  Accrued interest payable ......................................................        259,993
  Notes payable .................................................................        735,641
  Notes payable - related parties - current portion .............................        100,000
                                                                                    ------------
         Total current liabilities ..............................................      4,639,219

Notes payable - related parties - long-term .....................................        190,000
                                                                                    ------------

                                                                                       4,829,219

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; 4,541,266 shares issued ..................................         45,413
  Treasury stock; 168,000 Class A shares at cost ................................    (    48,800)
  Additional paid-in capital ....................................................     12,773,814
  Accumulated deficit ...........................................................    (16,982,748)
                                                                                     ------------
         Total shareholders' deficit ............................................    ( 4,212,321)
                                                                                     ------------

                                                                                  $      616,898
</TABLE>

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




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

<TABLE>
<CAPTION>


                                                      Six Months Ended               Three Months Ended
                                                            July 31,                       July 31,
                                                 --------------------------------------------------------
                                                      1999          1998             1999          1998
                                                 -----------    -----------    -----------    -----------

<S>                                              <C>            <C>            <C>            <C>
Revenue ......................................   $    84,193    $   440,474    $    84,193    $   129,706
                                                 -----------    -----------    -----------    -----------

Costs and expenses:
  Costs of sales .............................       107,268        520,179        107,268        279,961
  Research and development ...................       149,246        102,235         18,110         40,207
  Selling, general and administrative expenses     3,298,901      2,755,609      2,344,271      1,144,001
                                                 -----------    -----------    -----------    -----------

         Total costs and expenses ............     3,555,415      3,378,023      2,469,649      1,464,169
                                                 -----------    -----------    -----------    -----------

Loss from operations .........................    (3,471,222)    (2,937,549)    (2,385,456)    (1,334,463)
                                                 -----------    -----------    -----------    -----------

Other income (expense):
  Gain on sale of license ....................          --          413,997           --          413,997
  Interest expense ...........................    (   40,792)    (  325,636)    (   16,015)    (  180,909)
                                                 -----------    -----------    -----------    -----------
                                                  (   40,792)        88,361     (   16,015)    (  233,088)
                                                 -----------    -----------    -----------    -----------

Net loss .....................................   $(3,512,014)   $(2,849,188)   $(2,401,471)   $(1,101,375)
                                                 ===========    ===========    ===========    ===========

Net loss per common share - basic and diluted    $      (.85)   $     (1.17)   $      (.56)   $      (.46)
                                                 ===========    ===========    ===========    ===========

Weighted average common shares outstanding ...     4,126,006      2,425,197      4,294,088      2,413,506
                                                 ===========    ===========    ===========    ===========

</TABLE>


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





<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                               Six Months Ended
                                                                   July 31,
                                                              1999           1998
                                                        -------------   ------------

Operating activities:
<S>                                                      <C>            <C>
  Net loss ...........................................   $(3,512,014)   $(2,849,188)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization ..................        96,885         74,700
      Stock issued for services and to vendors .......     1,632,790           --
      Stock issued as debt issuance expense...........        50,000           --
      Increase in allowances for doubtful accounts and
        sales returns and allowances .................        94,587           --
      Changes in operating assets and liabilities:
        Increase in accounts receivable ..............    (  146,000)    (  111,408)
        Increase in inventories ......................    (   32,915)    (  110,238)
        Decrease in prepaid expenses .................        10,347         14,731
        Decrease in deposits and other current assets           --           34,607
        Decrease in prepaid royalties ................          --          133,319
        Increase (decrease) in accounts payable and
          accrued expenses ...........................    (  511,561)       152,762
                                                          -----------   -----------

Net cash used in operating activities ................    (2,317,881)    (2,660,715)
                                                          -----------   -----------

Investing activities:
  Capital expenditures ...............................    (    3,933)    (  301,905)
                                                          -----------   -----------

Net cash used in investing activities ................    (    3,933)    (  301,905)
                                                          -----------   -----------

Financing activities:
  Proceeds from line of credit .......................           542           --
  Advances from officers .............................          --           17,500
  Payments of advances from officers .................    (   25,000)          --
  Proceeds from issuance of unsecured notes payable ..       665,000      3,555,000
  Debt issuance costs ................................          --       (  194,688)
  Payments to factor .................................    (    2,744)    (  280,138)
  Proceeds from issuance of notes payable -
    related parties ..................................       250,000           --
  Repayment of unsecured notes payable ...............    (  690,000)    (  115,500)
  Proceeds from sale of common stock pursuant
    to initial public offering .......................     2,543,300           --
  Expenses of initial public offering ................    (  604,784)          --
  Proceeds from sale of common stock .................       215,000           --
  Purchase of treasury stock .........................    (   29,500)    (   19,300)
                                                          -----------   -----------

Net cash provided by financing activities ............     2,321,814      2,962,874
                                                          -----------   -----------

Net increase in cash .................................          --              254
Cash, beginning of period ............................          --            1,367
                                                          -----------   -----------
Cash, end of period ..................................   $      --      $     1,621
                                                          ===========   ===========

Supplemental disclosure of cash flow information:
  Cash paid for interest .............................   $     1,218    $    47,924
                                                          ===========   ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)

<TABLE>
<CAPTION>

Supplemental disclosure of noncash investing and financing activities:

                                                             Six Months Ended
                                                                 July 31,
                                                              1999         1998
                                                       --------------   --------
Issuance of 104,784 shares of common stock to a
  professional golfer as consideration for debt owed
<S>                                                    <C>              <C>
  to such golfer ...................................   $         --     $220,047
                                                       ==============   ========

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

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

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   $   --
                                                       ==============   ========



</TABLE>














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




<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 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:

Components parts ..................   $ 79,800
Clubs .............................    139,216
Apparel, golf accessories and other     39,703
                                      --------
                                      $258,719


NOTE 3 -          Property and Equipment
                  ----------------------

                  Property and equipment consists of the following:

Furniture and fixtures .   $468,974
Equipment ..............     51,132
                           --------
                            519,106

Accumulated depreciation    235,740
                           $283,366






<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 1999
                                   (Unaudited)



NOTE 4 -          Notes Payable
                  -------------

                  Notes payable consist of the following:

Unsecured notes payable to private investors,
  due September 1998 ...........................   $360,000
Unsecured line of credit, interest at the bank's
  prime  rate  plus 2%,  guaranteed  by  the
  Company's President and Chief Executive
  Officer, due on demand .......................     35,641
Unsecured note payable to private investor,
  interest at 5%, due June 2000 (1) ............    300,000
Unsecured note payable, interest at 10.5%,
  due December 1999  ...........................     40,000

                                                   $735,641

     The  lender  will  receive  a royalty  equal to 2% of gross  sales of Tegra
titanium drivers, as defined.  All royalties are payable quarterly.  In addition
the lender was granted  50,000  warrants to purchase  common  stock  expiring in
three years.

NOTE 5-           Notes Payable - Related Parties

                  Notes payable to related parties consist of the following:

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
                                                         --------
                                                          290,000

Current portion ......................................    100,000
                                                         --------
Long-term portion ....................................   $190,000
                                                         ========

     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
                                  JULY 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 July 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.

     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 -          Subsequent Events
                  -----------------

     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.
<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 six months  ended July 31,  1999 and July 31,  1998 and for the  quarter
ended July 31,  1999 and July 31, 1998  should be read in  conjunction  with the
Company's  financial  statements  and notes thereto  included  elsewhere in this
report.

Results of Operations

Six Months ended July 31, 1999 compared to Six Months ended July 31, 1998

         During the six months ended July 31, 1999, the Company achieved $84,193
sales compared to sales of $440,474 during the same period in 1998. Of the sales
during the six month period ended July 31, 1998, $22,395 were generated by sales
of HiPPO products and $418,079 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 six month  period ended July 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 six  months  ended  July 31,  1999  totaled
$107,268 compared to $520,179 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.  For the period in 1998, $28,895 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  $149,246 for the six months
ended July 31, 1999 as compared  to $102,235  for the same period in 1998.  This
increase  is  attributed   primarily  to  timing  of  research  and  development
expenditures.

         Selling, general and administrative expenses totaled $3,298,901 for the
six months  ended July 31,  1999 as compared  to  $2,755,609  for the six months
ended July 31, 1998. This increase resulted  primarily due to decreased payroll,
advertising,  promotion,  travel,  professional  fees and  supplies and services
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.


<PAGE>
Quarter ended July 31, 1999 compared to Quarter ended July 31, 1998

         During the quarter ended July 31, 1999,  the Company  achieved  $84,193
sales  compared to sales of $129,706  during the same period in 1998.  All sales
during  both  periods  came from the sale of Tegra  products.  Sales  during the
quarter ended July 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 July 31, 1999 totaled  $107,268
compared  to $279,961  during the same  period in 1998.  For the period in 1998,
$15,008  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  $18,110 for the quarter ended
July 31, 1999 as compared to $40,207 for the same period in 1998.  This decrease
is attributed primarily to timing of research and development expenditures.

         Selling, general and administrative expenses totaled $2,344,271 for the
quarter ended July 31, 1999 as compared to $1,144,001 for the quarter ended July
31,  1998.  This  increase   resulted   primarily  due  to  decreased   payroll,
advertising,  promotion,  travel,  professional  fees and  supplies and services
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.


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.
Accordingly,  the Company is  presently  exploring a potential  acquisition.  On
August 25, 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.

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

     The Company's  primary  source of liquidity has  historically  consisted of
sales of equity securities and high yield debt borrowings. During the six months
ended July 31,  1999 the Company  completed  an initial  public  offering of its
Class A Common Stock. Through this offering, the Company sold a total of 438,500
shares  of its  Class A  Common  Stock.  Net  proceeds  of this  offering,  were
approximately   $1,768,000   inclusive  of  certain  unpaid  offering  expenses.
Additionally,  during  this  period  the  Company  borrowed  $250,000  from  the
Company's Chief Executive Officer 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.  During the quarter ended July 31, 1999, the Company also
raised  $215,000  from  the  private  sale of  53,750  shares  of  unregistered,
restricted Class A Common Stock to unaffiliated  parties.  Subsequent to the end
of the period,  the Company  borrowed  approximately  112,000 from the Company's
Chief Executive  Officer in exchange for notes payable  bearing  interest at the
prime rate of interest. This sum is due on December 1, 1999.

     To date,  we have  expended  a majority  of our  capital  resources  on the
development  and execution of an  infomercial  to market and sell Tegra 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.  Thus,  we have  merely  broken even from such
endeavors.

     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. Thus, we
have determined that we will endeavor to seek business opportunities outside the
golf business and, possibly, divest our golf assets.

<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     No  material  proceedings  commenced  during  the  period  and no  material
developments occurred in any preexisting material proceeding.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     The Company made an initial  public  offering of its Class A Common  Stock,
$.01 per share par value ("Common Stock")  pursuant to a registration  statement
declared  effective  by the  Commission  on March 16, 1999,  File No.  333-58631
("Registration Statement"). The managing underwriter of the offering was Kashner
Davidson  Securities  Corporation.  Including an over-allotment of 60,000 shares
and 40,000  shares  underlying a warrant sold to the managing  underwriter,  the
Company  registered  500,000 shares of Common Stock which had an aggregate price
of  $2,900,000.  The Company sold a total of 438,500  shares of the Common Stock
through the offering for an aggregate gross offering price of $2,543,300.

     The following are the Company's  expenses  incurred in connection  with the
issuance and distribution of the Common Stock in the offering from the effective
date of the Registration Statement to the ending date of the reporting period of
this 10-QSB:
<TABLE>
<CAPTION>

Expense                                                       Amount

<S>                                                           <C>
Underwriter's Discounts and Commissions                       $216,180

Expenses paid to or for the Underwriters                      $181,431

Other expenses                                                $377,838

Total Expenses                                                $775,449
</TABLE>

-------------------

     None of the foregoing  expenses were paid,  directly or indirectly,  to any
director or officer of the Company or their  associates,  to any person who owns
10 percent or more of any class of equity  securities of the Company,  or to any
affiliate of the Company.

     The net offering proceeds to the Company, after deducting for the foregoing
expenses were $1,767,852.

     The following  details the  application  of the net proceeds by the Company
from the sale of the Common Stock in the offering from the effective date of the
Registration  Statement  to the  ending  date of the  reporting  period  of this
10-QSB:
<TABLE>
<CAPTION>

Item                                                 Amount

<S>                                                  <C>
Working Capital                                      $449,852
Purchase of Inventory                                $141,000
Research and Development                             $131,000
Advertising and Marketing                            $321,000
Repayment of Debt                                    $450,000
Repayment of Trade Payables                          $275,000
Total Application of Net Proceeds                    $1,767,852
                                                     ----------
</TABLE>
<PAGE>
     To date, the  application of the net proceeds  differs from the application
described  in the  Company's  Registration  Statement  in the  section  "Use  of
Proceeds" by the  application  of proceeds to the  repayment of trade  payables.
This  change in  application  was  necessitated  by various  facts,  such as the
outcome of preexisting or the threat of initiation of legal  proceedings and the
necessity of maintaining or mending  certain  necessary  business  relationships
which in management's estimation could only be accomplished through repayment of
these trade payables.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None

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

     None

ITEM 5.  OTHER INFORMATION

     The Company is presently exploring a potential  acquisition.  On August 25,
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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)  Exhibits

                  Exhibit 27:  Financial Data Schedule

  (b)  Reports on Form 8-K

     The Company filed a report on Form 8-K on June 4, 1999  reporting the entry
of a letter of intent for a potential  acquisition  contemplated by the Company.
This was the only  report  on Form 8-K  filed by the  Company  during  the three
months ended July 31, 1999.


<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:  September __, 1999

                                                             By: /s/ Paul Berger
                                                  ------------------------------
                                                      Paul Berger, Chairman, CEO
                                                and Principal Accounting Officer


Date:  September __, 1999
                                                             By: /s/ Jim Dodrill
                                                  ------------------------------
                                                         Jim Dodrill, President,
                                                    General Counsel and Director