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 July 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 August 31, 2000, 5,932,625 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
                                  JULY 31, 2000
                                  -------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS

Current Assets:
<S>                                                                            <C>
  Cash and cash equivalents ................................................   $    241,013
  Trading securities .......................................................         34,375
                                                                               ------------

         Total current assets ..............................................        275,388

Property and equipment (net of accumulated depreciation of $313) ...........          2,814

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

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

                                                                               $    532,260
                                                                               ============


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable .........................................................   $  1,424,398
  Accrued expenses .........................................................        969,340
  Accrued wages and related expenses .......................................        609,851
  Accrued interest payable .................................................         78,922
  Notes payable ............................................................        365,000
  Notes payable - stockholders - current portion ...........................        452,796
                                                                               ------------
         Total current liabilities .........................................      3,900,307

Notes payable - stockholders - long-term ...................................        190,000
                                                                               ------------
                                                                                  4,090,307
                                                                               ------------
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; 5,932,625 shares issued .............................         59,326
  Common stock; Class B, $.01 par value, 5,000,000 shares
    authorized; no shares issued and outstanding ...........................           --
  Treasury stock; 190,000 Class A shares at cost ...........................       (164,930)
  Additional paid-in capital ...............................................     19,842,485
  Accumulated deficit                                                           (23,294,928)
                                                                               ------------
         Total shareholders' deficit .......................................    ( 3,558,047)
                                                                               ------------
                                                                               $    532,260
                                                                               ============
</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>

                                                      Six Months Ended              Three Months Ended
                                                          July 31,                       July 31,
                                                     2000            1999          2000           1999
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>
Revenues .....................................   $      --      $      --      $      --      $      --
                                                 -----------    -----------    -----------    -----------

Costs and expenses:
  Selling, general and administrative expenses     4,568,878           --          446,995           --
                                                 -----------    -----------    -----------    -----------

         Total costs and expenses ............     4,568,878           --          446,995           --
                                                 -----------    -----------    -----------    -----------

Loss from operations .........................    (4,568,878)          --      (   446,995)          --
                                                 -----------    -----------    -----------    -----------

Other income (expense):
  Interest expense ...........................    (   16,250)   (   40,792)    (     8,125)   (   16,015)
  Dividend and interest income ...............           616           --              433           --
  Gain on sale of trading securities .........        17,263           --           17,263           --
  Unrealized loss on trading securities ......    (   15,625)          --      (    15,625)          --
                                                 -----------    -----------    -----------    -----------

         Total other income (expense) ........    (   13,996)   (   40,792)    (     6,054)   (   16,015)
                                                 -----------    -----------    -----------    -----------

Loss before loss from discontinued operations     (4,582,874)   (   40,792)    (   453,049)   (   16,015)

Discontinued operations:
  Loss from operations of abandoned business .          --       (3,471,222)          --       (2,385,456)
                                                 -----------    -----------    -----------    -----------

Net loss .....................................   $(4,582,874)   $(3,512,014)   $  (453,049)   $(2,401,471)
                                                 ===========    ===========    ===========    ===========


Weighted average common shares outstanding ...     5,747,672      4,126,006      5,902,842      4,294,088
                                                 ===========    ===========    ===========    ===========

Net loss per common share - basic:
  Operations .................................   $     (.80)    $(     .01)    $(     .08)    $(     .01)
  Discontinued operations ....................          --       (     .84)          --        (     .55)
                                                 -----------    -----------    -----------    -----------
  Net loss ...................................   $     (.80)    $(     .85)    $(     .08)    $(     .56)
                                                 ===========    ===========    ===========    ===========
</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>

                                                                                      Six Months Ended
                                                                                           July 31,
                                                                                    2000           1999

Operating activities:
<S>                                                                             <C>            <C>
  Loss from continuing operations ...........................................   $(4,582,874)   $   (40,792)
                                                                                 -----------    -----------

  Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization .........................................           313         96,885
      Increase in allowance for doubtful accounts and sales
        returns and allowances ..............................................          --           94,587
      Stock issued for services and other ...................................     4,282,468      1,632,790
      Stock issued as debt issuance expense .................................          --           50,000
      Unrealized loss on trading securities .................................        15,625           --
      Gain on sale of trading securities ....................................   (    17,263)          --
      Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable ..........................          --         (146,000)
        (Increase) decrease in inventories ..................................          --          (32,915)
        (Increase) in trading securities ....................................   (    32,737)          --
        Decrease in prepaid expenses ........................................          --           10,347
        (Increase) in security deposits .....................................   (     4,058)          --
        (Increase) in accounts payable and accrued expenses .................   (   313,857)    (  511,561)
                                                                                 -----------    -----------
         Total adjustments ..................................................     3,930,491      1,194,133
                                                                                 -----------    -----------


      Loss from discontinued operations .....................................          --       (3,471,222)
                                                                                 -----------    -----------


Net cash (used) in operating activities .....................................    (  652,383)    (2,317,881)
                                                                                 -----------    -----------


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)           542
  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 ......................................          --         (690,000)
  Proceeds from exercise of stock options and sale of common
    stock ...................................................................          --          215,000
  Proceeds from issuance of notes payable - related parties .................          --          250,000
  Proceeds from sale of common stock ........................................     1,290,159      2,543,300
  Expenses of stock offerings ...............................................    (  177,901)    (  604,784)
  Purchase of treasury stock ................................................    (  144,380)    (   29,500)
                                                                                 -----------    -----------

Net cash provided by financing activities ...................................       962,894      2,321,814
                                                                                 -----------    -----------


Net increase in cash and cash equivalents ...................................        57,384           --
Cash and cash equivalents, beginning of period ..............................       183,629           --
                                                                                 -----------    -----------
Cash and cash equivalents, end of period ....................................   $   241,013    $      --
                                                                                 ===========    ===========
</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>
                                                                                Six Months Ended
                                                                                     July 31,
                                                                                2000         1999
<S>                                                                       <C>              <C>
Supplemental disclosure of cash flow information:
  Cash paid for interest ..............................................   $         --     $  1,218
                                                                          ==============   ========

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


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
                                  JULY 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 six months ended July 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.

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

<S>                                                                                              <C>
                           Marketable equity securities, at cost                                 $   50,000
                           Less:  Unrealized losses                                                  15,625
                                                                                                 ----------
                           Trading securities, at aggregate market value                         $   34,375
                                                                                                 ==========
</TABLE>
<PAGE>
                                FUSION FUND, INC.
                     (F/K/A OUTLOOK SPORTS TECHNOLOGY, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 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                                                     313
                                                                                                 ----------

                                                                                                 $  2,814
                                                                                                 ==========
</TABLE>
NOTE 5 - Other Investments

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

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


NOTE 6 - Commitments and Contingencies

     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.  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
                                  JULY 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.



<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 six  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 six months ended July 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.

On or  about  July 10,  2000,  the  Company  obtained  a  minority  interest  in
InfoActiv,  Inc., a computer  telephony  integration  company and the  Company's
first incubation partner ("InfoActiv"). Pursuant to their agreement, the Company
loaned  InfoActiv  $250,000  in  exchange  for  a  senior  secured   convertible
promissory note, which the Company converted to approximately 1.5 million shares
of InfoActiv's common stock.


                         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 July 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 July 31, 2000 our working capital
deficiency  was  approximately  $3,625,000 and for the six months ended July 31,
2000 we incurred a net loss of  approximately  $4,583,000.  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 July 31, 2000 Compared To Quarter Ended July 31, 1999

The Company  incurred a net loss of  approximately  $453,000  during the quarter
ended July 31,2000  compared to a net loss of  approximately  $2,401,000 for the
quarter ended July 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
July 31, 1999.

The net loss of  approximately  $2,401,000  for the quarter  ended July 31, 1999
resulted  primarily  for  the  discontinued  operations  of the  abandoned  golf
business. Loss from discontinued operations was approximately  $2,385,000 during
the quarter ended July 31, 1999.

During  the  quarter  ended  July 31,  2000 the  Company  incurred a net loss of
approximately  $453,000.  The net loss was  primarily  the  result  of  selling,
general and  administrative  expenses  incurred  in the amount of  approximately
$447,000,  of which approximately  $258,000 was for non-cash issuances of common
stock for services  and other  compensation.  The largest  component of selling,
general and  administrative  expenses  consisted of issuances of common stock in
connection  with two consulting  agreements.  The Company issued an aggregate of
35,000  shares  of  common  stock  and  recognized  a charge  to  operations  of
approximately $258,000 in connection with these issuances.



Six Months Ended July 31, 2000 Compared To Six Months Ended July 31, 1999

The  Company  incurred  a net loss of  approximately  $4,583,000  during the six
months ended July 31, 2000  compared to a net loss of  approximately  $3,512,000
for the six months ended July 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 six months
ended July 31, 1999.

The net loss of approximately  $3,512,000 for the six months ended July 31, 1999
resulted  primarily  for  the  discontinued  operations  of the  abandoned  golf
business. Loss from discontinued operations was approximately  $3,471,000 during
the six months ended July 31, 1999.

During the six months  ended July 31,  2000 the  Company  incurred a net loss of
approximately  $4,583,000.  The net loss was  primarily  the result of  selling,
general and  administrative  expenses  incurred  in the amount of  approximately
$4,569,000,  of which  approximately  $4,283,000  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 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.  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 July 31, 2000, the Company owed approximately  $4,090,000 to
various creditors.  As of July 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

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:  September 14, 2000                       By: /s/ Adam Goldberg
                                                        Adam Goldberg, Treasurer


Date:  September 14, 2000                       By: /s/ Steven Angel
                                                        Steven Angel, Secretary