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

                                   FORM 10-QSB

(Mark One)

[x]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 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 June 18, 1999  4,072,528  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
                                 APRIL 30, 1999
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>


Current Assets:
<S>                                                                                 <C>
  Cash ..........................................................................   $     84,824
  Accounts receivable (net of allowance for doubtful accounts
    of $147,605) ................................................................           --
  Inventories ...................................................................        358,797
  Prepaid expenses ..............................................................         19,000
                                                                                     ------------
         Total current assets ...................................................        462,621

Property and equipment (net of accumulated depreciation
  of $198,298) ..................................................................        320,808

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

                                                                                    $    783,429

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable ..............................................................   $  1,470,471
  Accrued expenses ..............................................................      1,458,993
  Accrued wages and related expenses ............................................        783,410
  Accrued interest payable ......................................................        243,228
  Notes payable - current portion ...............................................        414,811
  Notes payable - related parties - current portion .............................        100,000
                                                                                     ------------
         Total current liabilities ..............................................      4,470,913

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

                                                                                       4,660,913

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; 2,782,575 shares issued ..................................         27,826
  Common stock; Class B, $.01 par value, 5,000,000 shares
    authorized; 1,464,953 shares issued and outstanding .........................         14,650
  Treasury stock; 150,000 Class A shares at cost ................................       ( 44,300)
  Additional paid-in capital ....................................................     10,705,617
  Accumulated deficit ...........................................................    (14,581,277)
                                                                                     ------------
         Total shareholders' deficit ............................................    ( 3,877,484)
                                                                                     ------------

                                                                                    $    783,429

</TABLE>

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

                                                     Three Months Ended
                                                          April 30,
                                                     1999             1998
                                                 -------------- ---------------

<S>                                              <C>            <C>
Revenue ......................................   $      --      $   310,768
                                                   -----------   -----------

Costs and expenses:
  Costs of sales .............................          --          240,218
  Research and development ...................       131,136         62,028
  Selling, general and administrative expenses       954,630      1,611,608
                                                   -----------   -----------

         Total costs and expenses ............     1,085,766      1,913,854
                                                   -----------   -----------

Loss from operations .........................    (1,085,766)    (1,603,086)
                                                   -----------   -----------

Other income (expense):
  Interest expense ...........................    (   24,777)    (  144,727)
                                                   -----------   -----------
                                                  (   24,777)    (  144,727)
                                                   -----------   -----------

Net loss .....................................   $(1,110,543)   $(1,747,813)
                                                   ===========   ===========

Net loss per common share - basic and diluted    $      (.28)  $      (.73)
                                                   ===========   ===========

Weighted average common shares outstanding ...     3,952,259      2,401,814
                                                   ===========   ===========

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




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

                                                       Three Months Ended
                                                             April 30,
                                                        1999             1998
                                                   -------------- ---------------

Operating activities:
<S>                                                   <C>            <C>
  Net loss ........................................   $(1,110,543)   $(1,747,813)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization ...............       109,443         37,350
      Changes in operating assets and liabilities:
        Increase in accounts receivable ...........          --       (  148,045)
        Increase in inventories ...................    (  132,993)    (  220,420)
        (Increase) decrease in prepaid expenses ...        14,747     (   46,787)
        (Increase) decrease in deposits and
         other current assets .....................          --       (   51,319)
        Increase (decrease) in accounts payable and
          accrued expenses ........................    (  582,382)        27,687
                                                        -----------   -----------

Net cash used in operating activities .............    (1,701,728)    (2,149,347)
                                                        -----------   -----------

Investing Activities:
  Capital expenditures ............................    (    3,933)    (  276,579)
                                                        -----------   -----------

Net cash used in investing activities .............    (    3,933)    (  276,579)
                                                        -----------   -----------

Financing activities:
  Proceeds from line of credit ....................         1,969           --
  Payments of advances from officers ..............     (  25,000)          --
  Proceeds from issuance of unsecured notes payable       325,000      2,705,000
  Payments to factor ..............................          --       (  183,466)
  Proceeds from issuance of notes payable -
    related parties ...............................       250,000           --
  Repayment of unsecured notes payable ............     ( 675,000)    (   68,500)
  Proceeds from sale of common stock pursuant
    to initial public offering ....................     2,543,300           --
  Expenses of initial public offering .............     ( 604,784)          --
  Purchase of treasury stock ......................     (  25,000)          --
                                                        -----------   -----------

Net cash provided by financing activities .........     1,790,485      2,453,034
                                                        -----------   -----------

Net increase in cash ..............................        84,824         27,108

Cash, beginning of period .........................          --            1,367
                                                        -----------   -----------

Cash, end of period ...............................   $    84,824    $    28,475
                                                        ===========   ===========

Supplemental disclosure of cash flow information:
  Cash paid for interest ..........................   $     1,969    $    31,489
                                                        ===========   ===========
</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:

                                                               Three Months Ended
                                                                    April 30,
                                                           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   $   --
                                                       ==============   ========

</TABLE>












   The accompanying notes are an integral part of these financial statements.
<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 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 ..................   $215,942
Clubs .............................     31,880
Apparel, golf accessories and other    110,975
                                      --------
                                      $358,797


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

     Property and equipment consists of the following:

Furniture and fixtures         $ 468,974
Equipment                         51,132
                              -------------
                                 519,106
Accumulated depreciation         198,298
                               $ 320,808

     The Company  recorded  depreciation  expense of $37,443 and $37,350 for the
three months ended April 30, 1999 and 1998, respectively.





<PAGE>
                         OUTLOOK SPORTS TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 1999
                                  (UNAUDITED)




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

     Notes payable consist of the following:

     Unsecured notes payable to private investors,
      due September 1998 ................................  $375,000
     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 ............................     37,067
     Advances from factor, interest at 24%, due on demand,
      Secured by all of the Company's assets ............     2,744
                                                           --------

                                                          $ 414,811


NOTE 5-           Notes Payable - Related Parties

     Notes payable to related parties consist of the following:

     Long-term unsecured notes payable to the
      Company's President and Chief Executive
      Officer, due  April 2004, interest at prime rate      $150,000
     Long-term unsecured notes payable to the Company's
      President and 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
                                 APRIL 30, 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 April 30, 1999 the Company  purchased  100,000 of these shares
for $25,000.

     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.


NOTE 7 -          Subsequent Events
                  -----------------

     On  June  4,  1999  the  Company  entered  into a  Letter  of  Intent  with
Go2Pharmacy,  Inc. ("Go2") under which the Company and Go2 have agreed,  subject
to certain conditions,  for the Company to acquire 95% of the outstanding shares
of Go2 in exchange for 27,300,000  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 Go2 as well as approval by
the Company's shareholders.


<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  quarter  ended  April  30,  1999  and  April  30,  1998  should  be read in
conjunction with the Company's  financial  statements and notes thereto included
elsewhere in this report.

Results of Operations

         The Company  achieved no sales during the quarter  ended April 30, 1999
compared  to sales of  $310,768  during  the same  period in 1998.  Of the sales
during the quarter  ended April 30,  1998,  $24,220  were  generated by sales of
HiPPO products and $286,548 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.  The  absence of sales in the  current  period is
attributed 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.

         The Company  incurred no cost of sales  during the quarter  ended April
30, 1999 compared to $240,218 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, $13,887 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 $131,136 for the quarter ended April
30,  1999 as compared to $62,028  for the  quarter  ended April 30,  1998.  This
increase  is  attributed   primarily  to  timing  of  research  and  development
expenditures.

     Selling,  general and  administrative  expenses  totaled  $954,630  for the
quarter  ended April 30, 1999 as compared to  $1,611,608  for the quarter  ended
April 30, 1998.  This decrease  resulted  primarily from  decreased  payroll and
related  expenses,  advertising  and promotion,  travel,  professional  fees and
facilities, supplies and services.


<PAGE>
Forecast

         Subsequent to the end of the period, the Company has commenced sales of
Tegra products and expects to increase sales as existing and potential retailers
and consumers gain  familiarity with the Tegra brand and the benefits offered by
the  Company's  Tegra  Driver.  The Company  plans to advertise the Tegra driver
extensively  through  the  Company's  30 minute  infomercial  which the  Company
anticipates airing beginning June 1999.

         The Company  anticipates that its cost of goods sold will decrease with
increased  volume of purchasing and lower costs associated with shipping product
as the Company's working capital position improves.

         The Company  anticipates  that within the  following  12 months it will
hire an additional 5 people.  Of these 5 people,  2 are expected to be hired for
sales  positions.   These  individuals  will  primarily  be  territory  managers
responsible for sales to specific accounts within a defined  geographic  region.
The  remaining  new  hires  will work in  customer  service  and  administrative
positions.

     The above  forecast  does not take in to account  any impact of a potential
acquisition the Company is exploring. On June 4, 1999 the Company entered into a
Letter of  Intent  with  Go2Pharmacy,  Inc.  ("Go2"),  a newly  formed  internet
retailer of pharmaceuticals. Under the Letter of Intent the Company and Go2 have
agreed,  subject to certain  conditions,  for the  Company to acquire 95% of the
outstanding  shares of Go2 in exchange for  27,300,000  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 Go2 as well
as approval by the Company's  shareholders.  If this acquisition is consummated,
the  Company's   primary   business   focus  will  become  the  retail  sale  of
pharmaceuticals via the internet.

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.

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 quarter
ended April 30, 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 the period the Company borrowed $250,000 from the Company's
Chief Executive  Officer in exchange for notes payable  bearing  interest at the

<PAGE>
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.

     The Company has  developed and  implemented  strategies to meet ongoing and
future  liquidity  needs.  These  strategies  include (i)  obtaining  funds from
private placements of securities of the Company; (ii) an initial public offering
of the  Company's  Class A Common  Stock  (iii)  arranging  for  purchase  order
financing  and (iv)  arranging  for working  capital  financing on inventory and
receivables  to assist in cash flow.  In  addition,  the  Company has reached an
agreement  with Wisdom  Industries  Co.,  Ltd.,  ("Wisdom") one of the Company's
principal  suppliers  of driver  heads in which  Wisdom  has agreed to allow the
Company to pay for 30% of the purchase  price of driver heads with Common Stock.
The terms of the  agreement  also  provide the Company with  extended  terms for
payment of the  remainder  of the cash  portion of the  purchase  price.  In the
abscence  of  liquid  resources,  cash  flows  from  operations  and  any  other
commitments for debt or equity financing,  management  believes that the ability
of  the  Company  to  continue  its  operations   will  be  dependent  upon  the
implementation of these strategies.  The management of the Company believes that
these  actions  along with a tighter  control  on  overall  costs will allow the
Company to meet its  liquidity  needs for the next 12 months.  If one or more of
the  Company's  financing  plans  or  strategies  are  not  successful,  it  may
materially impact the Company's cash flow needs during the next twelve months.

     Pursuant  to the  terms  of a  factoring  agreement,  the  Company  assigns
substantially  all of its accounts  receivable  to a factor with  recourse.  The
Company is able to borrow up to 50% of eligible accounts receivable, as defined,
up to a maximum amount of $1 million. Advances from the factor incur interest at
24% per annum.  Receivables  assigned  to the factor are  subject to a charge of
3.0% of the face  amount of the  receivable.  The  advances  from the factor are
secured by all the  Company's  assets.  The term of the  factoring  agreement is
through August 1999 and renews for successive  twelve month periods  thereafter,
unless canceled by the Company or the factor.

SEASONALITY

         The  business  of the  Company  is subject  to  seasonal  fluctuations.
Historically,  companies in the golf industry have seen their  greatest sales in
the  first  half of the  calendar  year,  and the  business  of the  Company  is
particularly dependent on sales during these months.  Nevertheless,  the Company
believes  that,  in the near term,  its sales may not reflect  this  seasonality
because  the  opening  of new  accounts  during  the  second  half  of  1999  is
anticipated to outweigh seasonal effects, which the Company expects may increase
its sales during this period.

<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:


Expense                                     Amount

Underwriter's Discounts and Commissions    $216,180

Expenses paid to or for the Underwriters   $181,431

Other expenses .........................   $377,838

Total Expenses .........................   $775,449
                                           --------

     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:

Item                                   Amount

Working Capital .................   $  394,000
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   $1,712,000
                                    ----------
<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

     None

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 April 9, 1999  reporting a change
in its certifying accountants. This was the only report on Form 8-K filed by the
Company during the three months ended April 30, 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:  June 18, 1999                    By: /s/ Paul Berger
                                        ------------------------------
                                        Paul Berger, Chairman and CEO


Date:  June 18, 1999                    By: /s/ Jim Dodrill
                                        ------------------------------
                                        Jim Dodrill, President, General Counsel,
                                        Chief Financial Officer and Director