U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB


                 (MARK ONE)

              |X| Annual Report Pursuant to Section 13 or 15(d) of
                        Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2001

               |_| Transition report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

               For the transition period from _______ to _______.

                          Commission File No. 000-28321

                          AVID SPORTSWEAR & GOLF CORP.
                          ----------------------------
                 (Name of Small Business Issuer in Its Charter)

Nevada                                                 88-0374969
------                                                 ----------
(State or Other Jurisdiction of Incorporation          (I.R.S. Employer
or Organization)                                       Identification No.)

834 Ridge Avenue, Pittsburgh, Pennsylvania             15212
------------------------------------------             -----
(Address of Principal Executive Offices)               (Zip Code)

                                 (412) 321-6001
                (Issuer's Telephone Number, Including Area Code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         Title of each class       Name of each exchange on which registered
         -------------------       -----------------------------------------

                None                                 None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                  COMMON STOCK
        -----------------------------------------------------------------

                                (Title of class)

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the past 12 months,  and (2) has
been subject to such filing requirements for the past 90 days. Yes|X| No|_|

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B not contained in this form,  and no  disclosure  will be
contained, to the best of the registrant's knowledge, in the definitive proxy or
information statement  incorporated by reference in Part III of this Form 10-KSB
or amendment to Form 10-KSB. |_|

      The  Company  generated  revenues  of  $21,009,689  during its most recent
fiscal year.

      The  aggregate  market  value  of  the  Company's  voting  stock  held  by
non-affiliates  as of April  1,  2002 was  approximately  $298,499  based on the
average closing bid and asked prices of such stock on that date as quoted on the
Over-the-Counter  Bulletin Board.  There were 147,933,309 shares of Common Stock
outstanding  as of April 1,  2002.  This  number  does not  include  outstanding
options to purchase shares of Common Stock of the issuer.

      Documents Incorporated by Reference: See Item 13

      This Form 10-KSB  consists of 66 pages.  The Exhibit  Index begins on page
62.

                                       1
<PAGE>

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

      Information  included  or  incorporated  by  reference  in this filing may
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known and unknown  risks,  uncertainties  and other  factors which may cause our
actual results,  performance or achievements to be materially different from the
future  results,  performance  or  achievements  expressed  or  implied  by  any
forward-looking   statements.    Forward-looking   statements,   which   involve
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe,"  "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.

      This filing  contains  forward-looking  statements,  including  statements
regarding,  among other things, (a) our projected sales and  profitability,  (b)
our company's  growth  strategies,  (c) our company's future financing plans and
(d) our company's anticipated needs for working capital. These statements may be
found under  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations" and "Business," as well as in this prospectus  generally.
Actual  events  or  results  may  differ  materially  from  those  discussed  in
forward-looking  statements as a result of various factors,  including,  without
limitation,  the risks outlined  under "Risk  Factors" and matters  described in
this filing generally.  In light of these risks and uncertainties,  there can be
no assurance that the forward-looking  statements  contained in this filing will
in fact occur.


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.
         -----------------------

OVERVIEW

      Currently,  Avid  has  no  on-going  operations.  Avid  has  been  seeking
potential operating  businesses and business  opportunities,  with the intent to
acquire or merge with such businesses. On February 12, 2002, Avid filed with the
Securities and Exchange  Commission a Form S-4 Proxy Statement and  Registration
Statement  in  conjunction   with  United   Companies   Corporation,   a  Nevada
corporation,  describing  a proposed  merger of Avid with and into Merger Co., a
wholly-owned subsidiary of United Companies. If the merger is completed,  Merger
Co.  will be the  surviving  entity  and will  assume  all of Avid's  assets and
liabilities.  At the time of the  proposed  merger,  outstanding  shares of Avid
common stock will be  converted  automatically  into shares of United  Companies
common stock on a fifty (50) for one (1) basis.  In  management's  opinion,  the
excess of Avid's  liabilities over its assets and the lack of available  funding
make any other such  acquisition  or merger,  other than the merger  with Merger
Co., unlikely.

      Previously,   through  Avid's   wholly-owned   subsidiary,   it  designed,
manufactured and marketed distinctive premium and moderately-priced  sportswear.
Avid sold its products  primarily through golf pro shops and resorts,  corporate
sales accounts and better specialty  stores.  Until 2001,  Avid's sportswear was
marketed under three distinct labels:  Avid Sportswear,  British Open Collection
and Dockers Golf.  From its  incorporation  on September 19, 1997 until March 1,
1999, Avid had no operations.  On March 1, 1999, Avid acquired Avid  Sportswear,
Inc., which had been in the business of designing,  manufacturing  and marketing
golf apparel since October 6, 1988. For accounting purposes, the acquisition was
treated as a purchase of Avid Sportswear, Inc. All of Avid's business operations
had been conducted through Avid Sportswear, Inc.

      On January 19, 2001,  Avid received a letter from IMG that the Company was
in default of the license with The Championship Committee  Merchandising Limited
for failure to pay timely its royalty payments for the second,  third and fourth
quarters of 2000 of approximately  $94,000.  On April 30, 2001, IMG subsequently
terminated this license.

      On May 9, 2001,  Avid  received  a letter  from Levi  Strauss & Co.  that,
effective  May 9,  2001,  it  was  terminating  the  Dockers  Trademark  License
Agreement between Avid's wholly-owned subsidiary, Avid Sportswear, Inc. and Levi
Strauss & Co. as a result of Avid Sportswear, Inc.'s second quality and closeout
or  end-of-season  sales being  greater than 25% of Avid's total  product  sales
during the Year 2000. Due to the loss of this license,  Avid's operating results

                                       2
<PAGE>

for the year ended  December 31, 2001 will not be indicative of future  results.
Avid believes that the loss of this license will have a material  adverse effect
on its results of operations in future periods.  As a result of the loss of this
license,  Avid has no ongoing  operations.  This  termination  is currently  the
subject of mediation hearings.

      On May 17,  2001,  Barnum Mow,  the  President  of Avid  Sportswear,  Inc.
resigned.  In addition,  on May 14, 2001,  Stephen A. Korn, the Chief  Financial
Officer of Avid Sportswear,  Inc., was terminated by the Company and, on May 29,
2001, David, Roderick, the Executive  Vice-President of Merchandising and Design
of Avid Sportswear, Inc. resigned.

      On May 22,  2001,  Avid  received  a  letter  from GE  Capital  Commercial
Services,  Inc. that,  effective May 22, 2001, it was terminating its obligation
to make any further advances to Avid pursuant to the Factoring Agreement between
Avid and GE Capital.  In addition,  GE Capital  declared all of the advances and
other obligations owing by Avid to GE Capital to be immediately due and payable.
Subsequently,  on July 20, 2001, Avid's wholly-owned  subsidiary received notice
from GE Capital that the obligations under the Factoring Agreement had been paid
in full. Also, on July 20, 2001, Avid's wholly-owned  subsidiary received notice
from  the  factor  that  the  Company's  then-current  chairman  had no  further
obligations as the guarantor of the Factoring Agreement.

      In June 2001,  Earl  Ingarfield  resigned as President and Chief Executive
Officer of Avid. Mr.  Ingarfield  was employed as President and Chief  Executive
Officer of Avid pursuant to a three year employment agreement dated February 29,
2000. Mr. Ingarfield had an annual base salary of $325,000,  plus annual cost of
living  adjustments  and  other  increases  to be  determined  by the  Board  of
Directors.  Except  in the  event  of a  change  of  control  or  other  special
circumstance,  Mr.  Ingarfield's  salary (less employment  taxes) was to be paid
quarterly in Avid's stock on the last day of each calendar quarter. In addition,
Mr.  Ingarfield was to be entitled to annual incentive bonus  compensation in an
amount to be determined by the Board of Directors. Mr. Ingarfield had demand and
piggy-back  registration  rights  with  respect  to his  stock in  Avid.  Avid's
management believes that Avid does not have a continuing  obligation to register
any of Mr. Ingarfield's stock.

      On June 25, 2001,  Avid hired Frank Jakovac as its new President and Chief
Executive  Officer.  Also, on July 24, 2001, Avid hired James Handlon as its new
Chief Operating Officer and Michelle Mathis as its new Director of Corporate and
Legal Affairs.  Messrs.  Jakovac and Handlon and Ms. Mathis were also elected as
members of Avid's Board of Directors.

      On July 26,  2001,  Avid and its  wholly-owned  subsidiary  were  named in
litigation  with  Mr.  Mow.  Mr.  Mow  filed a  complaint  against  Avid and its
wholly-owned subsidiary alleging breach of contract,  breach of implied covenant
of good faith and fair dealing and  violation of Labor Code ss.  227.3.  Mr. Mow
seeks damages in the amount of $444,307.00,  prejudgment interest thereon, costs
of suit incurred, and attorney's fees and costs according to statute. Due to the
preliminary status of the lawsuit, it is not possible to evaluate the likelihood
of an unfavorable outcome or estimate of potential loss.

      On August 1,  2001,  Avid and its  wholly-owned  subsidiary  were named in
litigation  with Mr.  Korn.  Mr.  Korn filed a  complaint  against  Avid and its
wholly-owned  subsidiary  alleging  termination  in violation of public  policy,
breach of written and implied contract, breach of implied covenant of good faith
and fair dealing, intentional interference with contractual relations, negligent
interference with contractual relations, and violations of Labor Code ss.ss. 201
and 227.3.  Mr.  Korn seeks  damages in an amount  proven at trial,  prejudgment
interest thereon, a penalty in accordance with Labor Code ss. 203, costs of suit
incurred,  and  attorney's  fees and  costs  according  to  statute.  Due to the
preliminary status of the lawsuit, it is not possible to evaluate the likelihood
of an unfavorable outcome or estimate of potential loss.

      On August 16, 2001, Jerry L. Busiere resigned as a director of Avid.

      On September  24,  2001,  Earl T.  Ingarfield  resigned as Chairman of the
Board of Directors of Avid.

                                       3
<PAGE>

      On September 26, 2001, Avid and its wholly-owned  subsidiary were named in
litigation with David Roderick.  Mr. Roderick filed a complaint against Avid and
its wholly-owned subsidiary alleging fraud, negligent misrepresentation,  unjust
enrichment,  and breach of written  contract.  Mr.  Roderick seeks damages in an
amount proven at trial,  punitive damages in an amount proven at trial, costs of
suit  incurred,  and  attorney's  fees.  Due to the  preliminary  status  of the
lawsuit, it is not possible to evaluate the likelihood of an unfavorable outcome
or estimate the extent of potential loss.

      As of November 30,  2001,  Avid  terminated  its  California  office lease
against the terms of the lease  agreement  and Avid remains  liable for all rent
payments up to the contracted  termination  date of March 2004. Avid has accrued
for all future obligations of $275,654 as of December 31, 2001.

      On December 1, 2001, Michael LaValliere resigned as a director of Avid.

      Effective December 1, 2001, the employment agreements for Messrs.  Jakovac
and Handlon and Ms.  Mathis were  terminated  by the mutual  consent of Avid and
each respective individual.  Mr. Jakovac continues as an officer and director of
Avid. Handlon and Ms. Mathis continue to remain as directors of Avid.

      In 2000, Avid's wholly-owned  subsidiary,  Avid Sportswear,  Inc., entered
into  individual  Endorsement  Agreements,  typically for a two-year term,  with
individual PGA Tour professionals,  whereby the individual was to paid an annual
fixed fee to wear  Avid  products  at golf and  golf-related  events,  and to be
included  in  advertising  and  other  promotional  events,  including  personal
appearances.  The fixed fee for the first  year was set forth in the  Agreement,
whereas  the second  year fixed fee was to be  determined  by that  individual's
final  ranking on the official PGA Tour Money List at the end of the first year.
The  individuals  were also to be  eligible to earn a bonus for  performance  on
individual PGA Tour events and at year-end,  based upon the  individual's  final
ranking of the  official PGA Tour Money List at the end of each  contract  year.
The fixed fee, bonus incentive, and number of days of personal appearance varied
by  individual.  Avid  terminated  all of  these  endorsement  agreements  as of
December 31, 2001 and has accrued for all minimum future guaranteed payments, of
$403,061, as of December 31, 2001.

FINANCIAL PERFORMANCE

      Avid has  historically  lost money.  For the year ended December 31, 2001,
Avid  sustained  losses of $6.2 million.  For the year ended  December 31, 2000,
Avid sustained losses of $8.7 million.  The Company's  independent auditors have
noted that Avid does not have significant cash or other material assets to cover
its operating costs and to continue as a going concern.  Accordingly,  Avid will
experience  significant  liquidity  and cash flow  problems if it is not able to
raise additional capital as needed and on acceptable terms.

CERTAIN BUSINESS RISKS

      AVID IS SUBJECT TO VARIOUS RISKS WHICH MAY  MATERIALLY  HARM ITS BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY CONSIDER THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING
BEFORE  DECIDING TO PURCHASE  AVID'S COMMON STOCK.  THESE ARE NOT THE ONLY RISKS
AND UNCERTAINTIES THAT THE COMPANY FACES. IF ANY OF THESE RISKS OR UNCERTAINTIES
ACTUALLY OCCUR, AVID'S BUSINESS,  FINANCIAL CONDITION OR OPERATING RESULTS COULD
BE  MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING PRICE OF AVID'S COMMON STOCK
COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.


Our Dockers' Trademark License Has Been Terminated By Levi Strauss & Co.

      On May 9, 2001,  Avid  received  a letter  from Levi  Strauss & Co.  that,
effective  May 9,  2001,  it was  terminating  the  Dockers'  Trademark  License
Agreement between Avid's  wholly-owned  subsidiary,  Avid Sportswear,  Inc., and
Levi Strauss & Co. as a result of Avid  Sportswear,  Inc.'s  second  quality and
closeout or  end-of-season  sales being greater than 25% of Avid's total product
sales during Year 2000.  Avid  believes that the loss of the license will have a
material adverse effect on our results of operations in future periods. The loss
of this  license  will  result in lower  Company  sales and a higher net loss in
future periods. This termination is currently the subject of mediation hearings.

                                       4
<PAGE>

AVID CURRENTLY HAS NO OPERATIONS

      Effective  November 30, 2001,  Avid ceased all operations  relating to the
manufacture  and sale of golf apparel and related  products.  As a result of the
discontinuation  of  operations,  Avid  defaulted  on all  three of its  capital
leases. All of the leased assets were repossessed and then resold by the leasing
companies.  Avid  then sold all of its  remaining  fixed  assets.  Avid has been
seeking potential operating businesses and business  opportunities to merge with
or acquire.  On February 12, 2002,  Avid filed with the  Securities and Exchange
Commission a From S-4 Proxy Statement and Registration  Statement in conjunction
with United Companies Corporation, describing a proposed merger of Avid with and
into Merger Co., a wholly-owned  subsidiary of United  Companies.  The excess of
Avid's  liabilities  over its assets and the lack of available  funding make any
other such  acquisition  or  merger,  other than the  merger  with  Merger  Co.,
unlikely. Even in the event the proposed merger is successfully consummated,  no
assurance can be given that Avid will be  successful in reaching or  maintaining
profitable operations.

AVID HAS HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

      Avid has  historically  lost money.  In the year ended  December 31, 2001,
Avid sustained a loss of $6.2 million. In the year ended December 31, 2000, Avid
sustained  losses of $8.7 million.  Avid currently does not have any operations.
Future  losses are likely to occur.  For the years ended  December  31, 2001 and
2000, Avid's independent auditors have noted that Avid does not have significant
cash or other  material  assets to cover its operating  costs and to allow it to
continue as a going concern. As of December 31, 2001, Avid's current liabilities
exceeded its current assets.  Avid's ability to obtain  additional  funding will
determine its ability to continue as a going  concern.  As of December 31, 2001,
Avid had $213,434  cash-on-hand.  Accordingly,  Avid will experience significant
liquidity and cash flow problems if it is not able to raise  additional  capital
as needed and on acceptable  terms. No assurances can be given that Avid will be
successful in reaching or maintaining profitable operations.

AVID WILL NEED TO RAISE ADDITIONAL CAPITAL TO EXECUTE A NEW BUSINESS STRATEGY

      Avid has relied on significant  external financing to fund its operations.
Such financing has  historically  come from a combination of borrowings and sale
of common stock from third  parties and funds  provided by certain  officers and
directors.  Avid will need to raise additional capital to execute a new business
strategy.  Among other things,  external financing will be required to cover its
operating  costs.  Avid cannot assure you that  financing  whether from external
sources or related parties will be available if needed or on favorable terms. In
management's  opinion,  Avid will be unsuccessful in raising  additional capital
without changing its capital structure.

AVID DOES NOT HAVE AUTHORIZED COMMON STOCK AVAILABLE TO RAISE CAPITAL

      Avid does not have any authorized common stock available to raise capital.
The sale of Avid's  common  stock to raise  capital  may cause  dilution  to its
existing shareholders. Avid's inability to obtain adequate financing will result
in the  need to  curtail  business  operations.  Any of  these  events  would be
materially harmful to Avid's business and may result in a lower stock price.

CONTINGENT LIABILITIES

      Avid's new  management  believes that the Company  issued shares of common
stock  without  legends  restricting  the  resale  of such  shares.  Avid's  new
management  believes that at least  19,225,000  shares of common stock have been
resold  in the  public  market  in  violation  of  Section  5 of the  1933  Act.
Accordingly, additional shares may have been resold in violation of Section 5 of
the 1933 Act. Avid may be liable for  rescission  and other damages with respect
to these sales.

AVID COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

      Avid's  success  largely  depends on the  efforts and  abilities  of Frank
Jakovac,  Avid's President and Chief Executive Officer and a Director.  The loss
of the services of Mr. Jakovac could  materially harm Avid's business because of
the cost and time  necessary  to replace and train such  personnel.  Such a loss
would also divert management  attention away from operational  issues.  Avid was

                                       5
<PAGE>

unable to honor its obligations  Mr.  Jakovac's  employment  agreement and, as a
result,  Avid and Mr.  Jakovac  mutually  agreed  to  terminate  his  employment
agreement  effective  December  1,  2001.  Currently,  Avid  does  not  have  an
employment  agreement  with Mr.  Jakovac.  Avid does not maintain a key-man life
insurance policy on Mr. Jakovac.  Effective December 1, 2001, Avid and Mr. James
Handlon and Ms. Michelle Mathis agreed to terminate their respective  employment
agreements with Avid, as the Company was unable to honor its  obligations  under
these employment agreements.  On May 17, 2001, Barnum Mow, the President of Avid
Sportswear,  Inc.,  resigned.  On August 16,  2001,  Jerry  Busiere  resigned as
Secretary,  Treasurer  and a Director of Avid.  On September  24, 2001,  Earl T.
Ingarfield  resigned  as Chairman  and a Director of Avid.  On December 1, 2001,
Michael LaValliere resigned as a Director of Avid.

AVID HAS BEEN THE SUBJECT OF A GOING CONCERN  OPINION FROM OUR INDEPENDENT
AUDITOR

      Avid's independent  auditors have added an explanatory  paragraph to their
audit opinions issued in connection with the 2001 and 2000 financial statements,
which states that Avid does not have  significant  cash or other material assets
to cover its operating costs and to allow it to continue as a going concern.  In
addition,  Avid's  independent  auditors  have  noted  that Avid  reentered  the
development stage effective January 1, 2002. Avid's ability to obtain additional
funding  will  determine  its  ability to continue  as a going  concern.  Avid's
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

AVID HAS BEEN AND CONTINUES TO BE SUBJECT TO A WORKING CAPITAL DEFICIT AND
ACCUMULATED DEFICIT

      Avid had a working  capital  deficit of $3.7  million and $3.0  million at
December 31, 2001 and 2000,  respectively.  Avid had an  accumulated  deficit of
$20.4  million and $14.2  million at December  31, 2001 and 2000,  respectively.
Avid currently does not have any operations.

AVID'S COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY

      Avid's  common stock has  experienced,  and is likely to experience in the
future, significant price and volume fluctuations,  which could adversely affect
the market price of its common stock. In addition,  Avid's  management  believes
that  factors  such as changes in the overall  economy or the  condition  of the
financial  markets  could  cause  the  price of its  common  stock to  fluctuate
substantially.

AVID COMMON STOCK IS A "PENNY STOCK"

      Avid  common  stock is a "penny  stock"  as that term is  defined  in Rule
3a51-1  promulgated under the Securities  Exchange Act of 1934. Penny stocks are
stock:

      o    With a price of less than $5.00 per share;

      o    That are not traded on a "recognized" national exchange;

      o    Whose prices are not quoted on the Nasdaq automated  quotation system
           (Nasdaq  listed  stock must still have a price of not less than $5.00
           per share); or

      o    In issuers  with net  tangible  assets less than $2.0 million (if the
           issuer has been in continuous  operation for at least three years) or
           $5.0 million (if in continuous  operation for less than three years),
           or with average revenues of less than $6.0 million for the last three
           years.

      Broker/dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce the  potential  market for Avid common  stock by  reducing  the number of
potential  investors.  This may make it more  difficult  for  investors  in Avid
common stock to resell shares to third parties or to otherwise  dispose of them.
This could cause Avid's stock price to decline.

                                       6
<PAGE>

AVID COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY

      Historically,  there has been a limited  public  market for Avid's  common
stock and there can be no  assurance  that an active  trading  market for Avid's
common  stock  will  develop.   As  a  result,   this  could  adversely   affect
shareholders'  ability to sell Avid's  common  stock in short time  periods,  or
possibly  at  all.  Avid's  common  stock  has  experienced,  and is  likely  to
experience in the future, significant price and volume fluctuations, which could
adversely affect the market price of its common stock.

ITEM 2.  DESCRIPTION OF PROPERTY.
         -----------------------

      Avid is  currently  renting  office  space on a  month-to-month  basis for
approximately $2,000 per month. Management believes that the property is in good
condition and is sufficient for its current operating plans.

ITEM 3.  LEGAL PROCEEDINGS.
         -----------------

      On July 26,  2001,  Avid and its  wholly-owned  subsidiary  were  named in
litigation with Barnum Mow, former Chief Executive  Officer of the  wholly-owned
subsidiary.  Mr.  Mow  filed a  complaint  against  Avid  and  its  wholly-owned
subsidiary alleging breach of contract, breach of implied covenant of good faith
and fair  dealing,  and  violation  of Labor Code  ss.ss.  227.3.  Mr. Mow seeks
damages in the amount of 444,307.00, prejudgment interest thereon, costs of suit
incurred,  and  attorney's  fees and  costs  according  to  statute.  Due to the
preliminary status of the lawsuit, it is not possible to evaluate the likelihood
of an unfavorable outcome or estimate of potential loss.

      On August 1,  2001,  Avid and its  wholly-owned  subsidiary  were named in
litigation with Stephen A. Korn, former CFO of the wholly-owned subsidiary.  Mr.
Korn filed a complaint  against Avid and its  wholly-owned  subsidiary  alleging
termination  in  violation  of public  policy,  breach of  written  and  implied
contract, breach of implied covenant of good faith and fair dealing, intentional
interference with contractual relations, negligent interference with contractual
relations,  and  violation  of Labor Code  ss.ss.  201 & 227.3.  Mr.  Korn seeks
damages in an amount proven at trial, prejudgment interest thereon, a penalty in
accordance with Labor Code ss.203,  costs of suit incurred,  and attorney's fees
and costs according to statute. Due to the preliminary status of the lawsuit, it
is not possible to evaluate the likelihood of an unfavorable outcome or estimate
the extent of potential loss.

      On September 26, 2001, Avid and its wholly-owned  subsidiary were named in
litigation with David Roderick, former Executive Vice President of Merchandising
and  Design of the  wholly-owned  subsidiary.  Mr.  Roderick  filed a  complaint
against  Avid  and  its  wholly-owned   subsidiary  alleging  fraud,   negligent
misrepresentation,  unjust  enrichment,  and  breach of  written  contract.  Mr.
Roderick  seeks  damages in an amount  proven at trial,  punitive  damages in an
amount proven at trial, costs of suit incurred,  and attorney's fees. Due to the
preliminary status of the lawsuit, it is not possible to evaluate the likelihood
of an unfavorable outcome or estimate the extent of potential loss.

     Avid has been sued by  Millennium  Consulting  Group for alleged  breach of
contract.  Avid has not answered the complaint and is currently  engaging in the
settlement  negotiations.  At this  time,  Avid  cannot  state  with  reasonable
probability whether the settlement  negotiations will be successful,  or whether
it will prevail if the litigation goes forward.

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

         None.

                                       7
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
         --------------------------------------------------------

      Avid's common stock began trading on the  Over-the-Counter  Bulletin Board
on March 24, 1998, under the symbol "GFIO." On July 22, 1999,  Avid's symbol was
changed to "AVSG."  On  December  2,  1999,  Avid's  common  stock was no longer
eligible  for  quotation  on the  Over-the-Counter  Bulletin  Board  because the
Company's  Registration  Statement on Form 10-SB had not been declared effective
by the Securities and Exchange  Commission as of that date. On that date, Avid's
common stock began trading on the "pink sheets." Avid began trading again on the
Over-the-Counter  Bulletin  Board,  May 9, 2000.  The Company's high and low bid
prices by quarter during 1999, 2000 and 2001 are as follows: (1)

                                   CALENDAR YEAR 2001(2)
                                HIGH BID               LOW BID
                                --------               -------

         First Quarter           $0.105                $0.0350
         Second Quarter          $0.080                $0.0090
         Third Quarter           $0.025                $0.0080
         Fourth Quarter          $0.014                $0.0019


                                   CALENDAR YEAR 2000(2)
                                HIGH BID               LOW BID
                                --------               -------

         First Quarter           $0.8100               $0.2500
         Second Quarter          $0.6250               $0.2500
         Third Quarter           $0.6875               $0.2550
         Fourth Quarter          $0.4063               $0.0938


                                   CALENDAR YEAR 1999(2)
                                HIGH BID               LOW BID
                                --------               -------

         First quarter           $2.0000               $0.7500
         Second quarter          $1.4688               $0.8750
         Third quarter           $1.1250               $0.6875
         Fourth quarter          $1.0938               $0.2500


      On April  10,  2001,  Avid's  high and low bid  prices  were  $0.0023  and
$0.0020, respectively.

_________________________

(1)   These quotations reflect high and low bid prices form the Over-the-Counter
      Bulletin Board and the "pink sheets."

(2)   These quotations reflect inter-dealer prices, without retail mark-up,
      mark-down or commission, and may not necessarily represent actual
      transactions.

HOLDERS OF COMMON STOCK

      On April 10, 2002, Avid had approximately 242 shareholders of record.

                                       8
<PAGE>

DIVIDENDS

      Avid has not paid  dividends  in the  past on any  class of stock  and the
Company does not anticipate paying dividends in the foreseeable  future.  Avid's
loan  agreement  with First  State  Bank,  which was  assigned  to Lido  Capital
Corporation and Mr. LaValliere, prohibits the payment of dividends.

SALES OF UNREGISTERED SECURITIES

      Some of the  transactions  described  below have been made by Lido Capital
Corporation,  an entity  wholly-owned by Mr. Ingarfield.  Because Mr. Ingarfield
has exclusive control over Lido Capital Corporation,  all transactions involving
either Mr. Ingarfield or Lido Capital  Corporation are reflected as transactions
with Mr. Ingarfield.

      On January 5, 1999, Avid issued 590,000 shares of common stock  originally
valued at $0.25 per share for cash of $117,500 and debt  conversion  of $35,000.
Additional  expense of $295,000 was recorded to reflect the discount  from $0.75
per  share  which  was the  price  that  Avid was  selling  restricted  stock to
independent  third  parties.  Of the total number of shares issued on this date,
100,000  shares were issued to Mr.  Ingarfield's  parents and the remainder were
issued to unrelated persons.

      On January 5, 1999,  Avid issued  866,670 shares of common stock valued at
$0.75 per share for cash of $475,000 and conversion of debt of $175,000.  All of
these shares were purchased by unrelated persons.

      On January 8, 1999,  Avid issued  210,668 shares of common stock valued at
$0.75 per share for cash of  $158,000.  All of these  shares were  purchased  by
unrelated persons.

      On January 11, 1999,  Avid issued 560,000 shares of common stock for cash,
originally valued at $0.25 per share for $140,000 of cash. Additional expense of
$280,000  was  recorded  to value the  shares at $0.75 per  share.  All of these
shares were purchased by unrelated persons.

      On January 11, 1999,  Avid issued 800,000 shares of common stock for media
services  originally  valued at $0.75 per share. All of these shares were issued
by an unrelated marketing firm.

      On January 20, 1999,  Avid issued  160,000 shares of common stock for cash
originally valued at $0.25 per share for $40,000 of cash.  Additional expense of
$80,000 was recorded to value the shares at $0.75 per share. All of these shares
were purchased by unrelated persons.

      On January 27, 1999, Avid issued  1,100,000 shares of common stock for the
purchase of Avid Sportswear, Inc. valued at $0.75 per share. All of these shares
were  issued to the former  shareholders  of Avid  Sportswear,  Inc.,  including
1,000,000   shares  to  David   Roderick,   the  Executive   Vice-President   of
Merchandising and Design of Avid Sportswear, Inc.

      On February 4, 1999,  Avid issued  372,002 shares of common stock at $0.75
per share for cash of $279,002.  All of these shares were purchased by unrelated
persons.

      On March 11, 1999, Avid issued  1,220,000  shares of common stock for cash
originally valued at $0.25 per share for $305,000 of cash. Additional expense of
$610,000  was  recorded  to value the  shares at $0.75 per  share.  All of these
shares were purchased by unrelated persons.

      On March 11, 1999,  Avid issued  83,334 shares of common stock for cash of
$67,500. All of these shares were purchased by unrelated persons.

      On March 29,  1999,  Avid issued  18,334  shares of common stock valued at
$0.75 per share for cash of  $13,750.  All of these  shares  were  purchased  by
unrelated persons.

                                       9
<PAGE>

      On May 28,  1999,  Avid issued  101,100  shares of common  stock valued at
$0.75 per share for cash of  $75,825.  All of these  shares  were  purchased  by
unrelated persons.

      On  September  22,  1999,  Avid  issued  50,000  shares  of  common  stock
originally valued at $0.25 per share for cash of $12,500.  Additional expense of
$25,000 was recorded to value the shares at $0.75 per share. All of these shares
were purchased by unrelated persons.

      On December 31, 1999, Avid issued 285,714 shares of common stock valued at
$0.35 per share for cash of $100,000.  All of these shares were  purchased by an
unrelated party.

      In December 1999, Avid issued a total of 5,344,200  shares of common stock
for the  conversion  of debt to equity at a price of $0.22 per share,  including
3,735,227  shares to Mr.  Ingarfield,  489,359  shares to  Browning  and 173,350
shares to LaValliere.  Messrs.  Ingarfield,  Browning and  LaValliere  converted
indebtedness  of $821,750,  $107,659 and $38,137,  respectively.  An  additional
interest  expense of  $293,381  was  recorded  to value the shares at $0.275 per
share to reflect a 20% discount on the  conversion.  See "Certain  Relationships
and Related Transactions."

      In January 2000,  Avid issued a total of 825,207 shares of common stock to
Mr.  Ingarfield  for the conversion of $247,562 of  indebtedness  to equity at a
price of $0.30 per share. In addition,  Avid issued a total of 416,667 shares of
common stock to Mr. LaValliere for the conversion of $125,000 of indebtedness to
equity at a price of $0.30 per share. An additional  interest expense of $93,141
was  recorded to value the shares at $0.375 per share to reflect a 20%  discount
on the conversion.

      In February 2000, Avid issued a total of 695,583 shares of common stock to
Mr.  Ingarfield  for the conversion of $236,498 of  indebtedness  to equity at a
price of $0.34 per share. An additional interest expense of $67,472 was recorded
to value the  shares  at $0.437  per  share to  reflect  a 20%  discount  on the
conversion.  In addition,  in February  2000,  Avid issued  1,200,000  shares to
Barnum Mow in consideration of his employment. These shares were valued at $0.30
per share. See "Executive Compensation - Restricted Stock Grant."

      Between  February 22, 2000 and June 22, 2000, Avid sold  subscriptions  to
purchase 14,352,927 shares of our common stock at a price of $0.35 per share for
cash of $5.0 million. All of these shares were purchased by unrelated persons.

      In June  2000,  Avid  issued  350,000  shares  of  common  stock to Persia
Consulting  Group,  Inc. in exchange for  consulting  services  provided under a
Consulting  Agreement dated June 22, 2000. These consulting services were valued
at  $203,000.  In addition,  in June 2000,  Mr.  LaValliere  elected to tender a
$60,523  receivable owed to him by Avid under the terms of the private placement
offering in exchange for 172,923 shares to our common stock.

      In June 2000, Avid issued a total of 1,294,352  shares of common stock for
the  conversion  of debt to  equity  at a price of $0.35  per  share,  including
172,923 shares to Mr. LaValliere and 1,121,429 shares to unrelated parties.  Mr.
LaValliere and unrelated parties converted indebtedness of $60,523 and $392,500,
respectively.

      In June 2000,  Avid issued 15,000  shares of common stock to  Undiscovered
Equities  Research  Corp. in exchange for consulting  services  provided under a
Consulting  Agreement dated June 28, 2000 and $10,000.  The consulting  services
were valued at $5,250.

      In  November  2000,  Avid  raised  $300,000  in the  form  of  convertible
debentures.  The debentures are at an interest rate of 6% with the principal and
accrued  interest due November 1, 2005.  The  debenture  holders are entitled to
convert all or part of the principal  amount plus accrued  interests into shares
of the Company's common stock equal to either (a) an amount equal to 120% of the
closing bid price of the Company's  common stock as of the date of the debenture
issuance  or (b) an amount  equal to 80% of the  closing  bid  price for  twenty
trading days immediately preceding the conversion date. The Company is obligated
to register  the resale of the  conversion  shares under the  Securities  Act of
1933.  The  debentures  are  subordinate  and  junior in right of payment to all
accounts  payable to the  Company  incurred in the  ordinary  course of business
and/or bank debt of the Company  not to exceed  $500,000.  Avid has the right to
require  the  debenture  holders to convert  any unpaid  principal  and  accrued

                                       10
<PAGE>

interest on the  debentures  by giving the  debenture  holder not less than five
days prior to written  notice if the closing bid price of the  Company's  common
stock is $1.25 or higher  price per share for ten  consecutive  trading  days or
upon the five year anniversary of the debenture issuance.

      In November 2000,  Avid issued 300,000 shares of common stock to unrelated
parties in exchange  for  consulting  services  provided to the  Company.  These
consulting services were valued at $46,875.

      In December 2000, Avid issued  2,000,000 shares of our common stock valued
at $0.20 per share. This issuance has been shown in Avid's financial  statements
for the year ended December 31, 2000 as a subscription receivable.  All of these
shares were purchased by unrelated parties.

      On  November  28,  2000,  Avid  entered  into a Line of  Credit  with  GMF
Holdings,  Inc.  Pursuant to the Line of Credit,  GMF Holdings,  Inc.  agreed to
acquire up to $10  million  of the  Company's  debentures.  The  debentures  are
convertible  into shares of Avid's  common stock at a conversion  price equal to
80% of the closing  bid price on the  Over-the-Counter  Bulletin  Board or other
principal  market  on  which  Avid's  common  stock  is  traded  for the 10 days
immediately following the notice date of conversion. The timing of each sale and
the number of debentures to be sold is at the Company's  discretion,  subject to
various  conditions,  including  an  effective  registration  of the  conversion
shares.  The dollar  amount that Avid can request under any  individual  sale is
subject to the average  trading  volume of Avid's common stock for the preceding
40-day trading period.  The maximum term of the Line of Credit is 30 months from
the date of the  agreement.  The  agreement  contains  various  representations,
warranties and covenants by Avid, including limitations on the Company's ability
to sell common stock or common stock equivalents,  sell assets,  merge, or enter
into certain  other  transactions.  Pursuant to the terms of the Line of Credit,
the Company  registered  55,500,000  shares of Avid's  common stock to be issued
upon  conversion of convertible  debentures sold in connection with such Line of
Credit.

      From January 10, 2001 to June 19, 2001, Avid converted  $1,174,000 of debt
into  64,292,260  shares of common stock.  Avid recognized  additional  interest
expense  of  $293,501,  related  to the  beneficial  conversion  feature  of the
debentures pursuant to EITF 98-5.

      From  February  12,  2001 to June 19,  2001,  Avid  converted  $16,566  of
interest  related to convertible  debentures into 950,157 shares of common stock
at an average price per share of $0.02.

      From  January 30, 2001 to February 19, 2001,  Avid  converted  $948,530 of
related debt and interest of $137,131 into 14,236,486  shares of common stock at
an average price per share of $0.08.

      During the year ended December 31, 2001, Avid issued  16,500,000 shares of
common stock in exchange for $691,000 of common stock subscriptions  receivable.
Of this amount, Avid collected $228,300.  Avid wrote-off  $1,404,700,  including
the remaining portion of the 2001 subscriptions, as uncollectible.

      During the year ended December 31, 2001, Avid issued  6,725,000  shares of
common stock to employees and  consultants  for services  rendered at an average
price per share of $0.01.

      With respect to the sale of unregistered  securities referenced above, and
except  for the  19,225,000  shares  of  common  stock  that the  Company's  new
management  believes were issued without  approval of the board of directors and
without  appropriate  restrictive  legends,  all  transactions  were exempt from
registration  pursuant to Section 4(2) of the  Securities Act of 1933 (the "1933
Act"),  and Regulation D promulgated  under the 1933 Act. In each instance,  the
purchaser  had access to sufficient  information  regarding our company so as to
make an informed  investment  decision.  More specifically,  GMF Holdings,  Inc.
signed a written subscription agreement with respect to its financial status and
investment  sophistication  in which it represented  and warranted,  among other
things, that it had:

      o    the ability to bear the economic risks of an investment in the shares
           of common stock of our company;

      o    a certain net worth  sufficient to meet the suitability  standards of
           our company; and

                                       11
<PAGE>

      o    been  provided  with  all  material  information   requested  by  the
           purchaser or its representatives, and been provided an opportunity to
           ask questions of and receive answers from our company  concerning our
           company and the terms of the offering

      The  sale of  unregistered  securities  to Lido  Capital  Corporation  and
Messrs.  Ingarfield,   Browning,   LaValliere  and  Roderick  were  exempt  from
registration  pursuant  to  Section  4(2)  of the  1933  Act  and  Regulation  D
promulgated  under the 1933  Act.  Each of these  investors  was an  officer  or
director of Avid at the time of purchase,  except for Lido  Capital  Corporation
which was  wholly-owned  and  controlled by an officer and director of Avid, Mr.
Ingarfield.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
         ----------------------------------------------------------

      THE  FOLLOWING   INFORMATION  SHOULD  BE  READ  IN  CONJUNCTION  WITH  THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE NOTES THERETO APPEARING
IN THIS ANNUAL REPORT ON FORM 10-KSB.

PLAN OF OPERATIONS

      Currently,  Avid  has  no  on-going  operations.  Avid  has  been  seeking
potential operating  businesses and business  opportunities,  with the intent to
acquire or merge with such businesses. On February 12, 2002, Avid filed with the
Securities and Exchange  commission a Form S-4 Proxy Statement and  Registration
Statement  in  conjunction   with  United   Companies   Corporation,   a  Nevada
corporation,  describing  a proposed  merger of Avid with and into Merger Co., a
wholly-owned subsidiary of United Companies. If the merger is completed,  Merger
Co.  will be the  surviving  entity  and will  assume  all of Avid's  assets and
liabilities.  At the time of the  proposed  merger,  outstanding  shares of Avid
common stock will be  converted  automatically  into shares of United  Companies
common stock on a fifty (50) for one (1) basis.  In  management's  opinion,  the
excess of Avid's  liabilities over its assets and the lack of available  funding
make any such  acquisition  or merger  other  than the  merger  with  Merger Co.
unlikely.

      ADDITIONAL  FUND RAISING  ACTIVITIES.  As of December  31, 2001,  Avid had
$213,434  cash-on-hand.  Avid has historically  funded its operations  through a
combination of internally generated cash, funds loaned to the Company by certain
of its officers and directors and through the sale of securities. Avid will need
to raise  additional  funds to execute a new business  strategy in the event the
merger  with  Merger  Co.  is  not  successfully  consummated.   Avid's  current
liabilities exceed its current assets as of December 31, 2001.

      SUMMARY OF ANTICIPATED PRODUCT DEVELOPMENT.  Our company does not have any
available funds for any further product  development  and is  re-evaluating  our
product  development  efforts in light of the  termination  of the Dockers  Golf
label and the British Open Collection label.

      SIGNIFICANT PLANT AND EQUIPMENT PURCHASES.  In 2001, Avid did not make any
significant plant and/or equipment purchases.  In 2002, Avid does not anticipate
purchasing additional equipment.

      CHANGES IN NUMBER OF EMPLOYEES.  Avid currently has one (1) employee. Avid
does not  anticipate  hiring  additional  personnel  during  2002.  The  Company
believes that its personnel  will be adequate to accomplish  the tasks set forth
in the plan.

                                                         CURRENT
            DEPARTMENT                                  EMPLOYEES
            -----------------------------------------------------
            Administrative and Other Support Positions      1
                                                         -----
            Total Employees                                 1
                                                         =====

                                       12
<PAGE>

YEARS ENDED DECEMBER 31, 2001 AND 2000

      Effective  November 30, 2001,  Avid ceased all operations  relating to the
manufacture and sale of golf apparel and related products. The following results
are not indicative of our future results.

      Our results of operations  for the years ended December 31, 2001 and 2000,
respectively,  included 12 months of operations of our wholly-owned  subsidiary,
Avid Sportswear, Inc.

      SALES,  NET.  Sales,  net  increased  $9.5 million,  or 85.2%,  from $11.2
million to $20.7  million in the year ended  December  31, 2001  compared to the
same period in the prior year.  This  increase  was  primarily  attributable  to
increased  sales efforts in connection  with the Dockers Gold product line prior
its termination on May 9, 2001.

      COST OF GOODS SOLD.  Cost of goods sold increased $4.4 million,  or 43.9%,
from $10.0 million to $14.3 million in the year ended December 31, 2001 compared
to the same  period in the prior  year.  Cost of goods sold as a  percentage  of
sales,  net decreased from 89.0% in the year ended December 31, 2000 to 69.1% in
the year ended December 31, 2001.  This decrease was primarily  attributable  to
the reduced need to give  concessions  to customers  caused by late shipping and
the decreased liquidation of inventory from prior seasons.

      GROSS  PROFIT.  Gross  profit  increased  $5.2  million,  or 418.0%,  from
$1.2million to $6.4 million in the year ended December 31, 2001, compared to the
same  period in the prior  year.  Gross  profit as a  percentage  of sales,  net
increased  from 11.0% to 30.9% in the year  ended  December  31,  2000 and 2001,
respectively. This increase was primarily attributable to the increase in sales,
net in the current period compared to the same period in the prior year.

      SELLING EXPENSES.  Selling expenses decreased $0.1 million,  or 4.7%, from
$2.8 million to $2.7 million in the year ended December 31, 2001 compared to the
same period in the prior year.  This decrease was primarily  attributable to our
reduced sales efforts  subsequent to the termination of the Dockers Golf license
on May 9, 2001.

      GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative expenses
increased $0.5 million,  or 9.4%,  from $5.2 million to $5.7 million in the year
ended  December  31, 2001  compared  to the same period in the prior year.  This
increase was primarily attributable to the increased expense associated with the
addition of management  personnel at our  wholly-owned  subsidiary  prior to the
termination of the Dockers Golf license on May 9, 2001.

      INTEREST EXPENSE. Interest expense increased $0.1 million or 29.2%, in the
year ended December 31, 2001, compared to the same period in the prior year.

      NET LOSS. Net loss decreased $2.1 million,  or 24.3%, from $8.7 million to
$6.6 million in the year ended  December 31, 2001 compared to the same period in
the prior year.  This  decrease was  primarily  attributable  to the increase in
sales,  net prior to the termination of the Dockers Golf license on May 9, 2001,
and the decrease in cost of goods sold as a percentage of sales, net in the year
ended December 31, 2001.

      LIQUIDITY  AND  CAPITAL  RESOURCES.  As of  December  31,  2001,  Avid had
$213,434 cash-on-hand and its current liabilities exceeded its current assets. A
discussion of how Avid  generated  and used cash in the year ended  December 31,
2001 follows:

      OPERATING  ACTIVITIES.  Our operating activities used $0.4 million in cash
during the year ended December 31, 2001, consisting mainly of a net loss of $6.2
million,  an increase in accounts  receivable of $0.08 million and a decrease in
other  assets of $0.08  million.  These items were  partially  offset by loss on
impairment of goodwill of $1.9 million,  depreciation and amortization  expenses
of $4.0 million,  a decrease in accounts  payable of $1.0 million and a decrease
in inventory of $2.0 million.

      INVESTING  ACTIVITIES.  Our investing activities used $0.3 million in cash
during the year ended  December 31, 2001,  consisting  mainly of the cost of new
financing.

                                       13
<PAGE>

      FINANCING  ACTIVITIES.  Financing  activities  provided  net  cash of $0.8
million,  generated mainly by the issuance of convertible debentures for cash of
$0.9 million and  proceeds  from  subscribed  stock of $0.2  million,  partially
offset by payments  of notes  payable of $0.1  million  and  payments on related
party notes payable of $0.1 million.

      Due to our significant  yearly losses and the loss of the Dockers Golf and
British  Open  Collection  product  lines,  Avid will  need to rely on  external
financing to fund its operations for the foreseeable future.  Expenses increased
in the year ended December 31, 2001 due to, among other things,  the increase in
general and administrative expenses.

      In August  2000,  Avid  entered  into a  factoring,  letter of credit  and
revolving  inventory  facility.  On May 22,  2001,  the  factor  terminated  its
obligations to make any further  advances to Avid under the factoring  agreement
and declared all of the advances and obligations  owing by Avid to the factor to
be  immediately  due  and  payable.  Subsequently,  on  July  20,  2001,  Avid's
wholly-owned  subsidiary  received  notice from the factor that the  obligations
under the  factoring  agreement  had been paid in full.  Also, on July 20, 2001,
Avid's  wholly-owned  subsidiary  received  notice  from  the  factor  that  the
Company's  then-current  chairman had no further obligations as the guarantor of
the factoring agreement.

      As of August 18 2000,  the  outstanding  balance of Avid's loan with First
State  Bank,  including  all  collateral  security  and  guarantees   associated
therewith,  were assigned to Earl T.  Ingarfield,  Michael  LaValliere  and Lido
Capital  Corporation  in  consideration  of payment  in full of all  outstanding
indebtedness to First State Bank.

      In November 2000,  Avid raised  $300,000 in gross proceeds and $255,000 in
net proceeds from the sale of  convertible  debentures.  See "Item 2. Changes in
Securities and Use of Proceeds."

      On  November  28,  2000,  Avid  entered  into a Line of  Credit  with  GMF
Holdings,  Inc.  Pursuant to the Line of Credit,  GMF Holdings,  Inc.  agreed to
acquire up to $10  million of the  Company's  debentures.  The  debentures  were
convertible  into shares of Avid's  common stock at a conversion  price equal to
80% of the closing  bid price on the  Over-the-Counter  Bulletin  Board or other
principal  market  on which  Avid's  common  stock  was  traded  for the 10 days
immediately following the notice date of conversion. The timing of each sale and
the number of debentures to be sold was at the Company's discretion,  subject to
various conditions. Through December 31, 2001, Avid has raised $1.2 million from
the sale of debentures pursuant to the Line of Credit and 59.3 million shares of
Avid's common stock were issued upon conversion of the  debentures.  As a result
of the loss of the Dockers' license, no additional funds pursuant to the Line of
Credit are available to Avid.

      In December 2000,  our Company raised  $400,000 from the sale of 2,000,000
shares of common stock.

      On January  19,  2001,  Avid  received a letter  form IMG that Avid was in
default of the license with The Championship Committee Merchandising Limited for
failure to pay timely our  royalty  payments  for the  second,  third and fourth
quarters of 2000 of  approximately  $94,000.  IMG  subsequently  terminated this
license.

      On May 9, 2001,  Avid  received  a letter  from Levi  Strauss & Co.  that,
effective  May 9,  2001,  it was  terminating  the  Dockers'  Trademark  License
Agreement between Avid's wholly-owned subsidiary, Avid Sportswear, Inc. and Levi
Strauss & Co. as a result of Avid Sportswear, Inc.'s second quality and closeout
or end of season sales being  greater than 25% of the  Company's  total  product
sales during the year 2000.

CONTINGENT LIABILITIES

      Avid's new  management  believes that the Company  issued shares of common
stock without legends  restricting the resale of such shares.  The Company's new
management  believes that at least  19,225,000  shares of common stock have been
resold  in the  public  market  in  violation  of  Section  5 of the  1933  Act.
Accordingly, additional shares may have been resold in violation of Section 5 of
the 1933 Act. Avid may be liable for  rescission  and other damages with respect
to these sales.

                                       14
<PAGE>

      Avid's new  management  believes that the Company may be liable for unpaid
compensation to Mr. Earl Ingarfield  pursuant to the Employment  Agreement dated
February 29, 2000 between Avid and Mr. Ingarfield.

      On May 17, 2001,  Barnum Mow  resigned as  President  of our  wholly-owned
subsidiary,  Avid  Sportswear,  Inc. On April 24,  2001,  Mr. Mow  resigned as a
director  of  our  company  and as a  director  of  Avid  Sportswear,  Inc.  The
operations of our company  largely  depended on the efforts and abilities of Mr.
Mow. On July 26,  2001,  Mr. Mow filed a  complaint  against our company and our
wholly-owned subsidiary alleging breach of contract,  breach of implied covenant
of good faith and fair  dealing,  and  violation  of  California  Labor Code ss.
227.3.  Due to the  preliminary  status of the  lawsuit,  it is not  possible to
evaluate  the  likelihood  of an  unfavorable  outcome or estimate the extent of
potential loss.

      On August 1,  2001,  Avid and its  wholly-owned  subsidiary  were named in
litigation  with Mr.  Korn.  Mr.  Korn filed a  complaint  against  Avid and its
wholly-owned  subsidiary  alleging  termination  in violation of public  policy,
breach of written and implied contract, breach of implied covenant of good faith
and fair dealing, intentional interference with contractual relations, negligent
interference with contractual relations, and violations of Labor Code ss.ss. 201
and 227.3.  Mr.  Korn seeks  damages in an amount  proven at trial,  prejudgment
interest thereon, a penalty in accordance with Labor Code ss. 203, costs of suit
incurred,  and  attorney's  fees and  costs  according  to  statute.  Due to the
preliminary status of the lawsuit, it is not possible to evaluate the likelihood
of an unfavorable outcome or estimate of potential loss.

      On September 26, 2001, Avid and its wholly-owned  subsidiary were named in
litigation with David Roderick.  Mr. Roderick filed a complaint against Avid and
its wholly-owned subsidiary alleging fraud, negligent misrepresentation,  unjust
enrichment,  and breach of written  contract.  Mr.  Roderick seeks damages in an
amount proven at trial,  punitive damages in an amount proven at trial, costs of
suit  incurred,  and  attorney's  fees.  Due to the  preliminary  status  of the
lawsuit, it is not possible to evaluate the likelihood of an unfavorable outcome
or estimate the extent of potential loss.

      In 2000, Avid's wholly-owned  subsidiary,  Avid Sportswear,  Inc., entered
into  individual  Endorsement  Agreements,  typically for a two-year term,  with
individual PGA Tour professionals,  whereby the individual was to paid an annual
fixed fee to wear  Avid  products  at golf and  golf-related  events,  and to be
included  in  advertising  and  other  promotional  events,  including  personal
appearances.  The fixed fee for the first  year was set forth in the  Agreement,
whereas  the second  year fixed fee was to be  determined  by that  individual's
final  ranking on the official PGA Tour Money List at the end of the first year.
The  individuals  were also to be  eligible to earn a bonus for  performance  on
individual PGA Tour events and at year-end,  based upon the  individual's  final
ranking of the  official PGA Tour Money List at the end of each  contract  year.
The fixed fee, bonus incentive, and number of days of personal appearance varied
by  individual.  Avid  terminated  all of  these  endorsement  agreements  as of
December 31, 2001 and has accrued for all minimum future guaranteed payments, of
$403,061, as of December 31, 2001.

     Avid has been sued by  Millennium  Consulting  Group for alleged  breach of
contract.  Avid has not answered the complaint and is currently  engaging in the
settlement  negotiations.  At this  time,  Avid  cannot  state  with  reasonable
probability whether the settlement  negotiations will be successful,  or whether
it will prevail if the litigation goes forward.

ITEM 7.  FINANCIAL STATEMENTS.
         --------------------

                                       15
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

                                       16
<PAGE>

                                 C O N T E N T S


Independent Auditors' Report................................................. 18

Consolidated Balance Sheets.................................................. 19

Consolidated Statements of Operations........................................ 21

Consolidated Statements of Stockholders' Equity (Deficit).................... 22

Consolidated Statements of Cash Flows........................................ 28

Notes to the Consolidated Financial Statements............................... 30

                                       17
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors and Stockholders
Avid Sportswear & Golf Corp.

We have audited the accompanying  consolidated balance sheets of Avid Sportswear
& Golf Corp.  as of  December  31, 2001 and 2000,  and the related  consolidated
statements of operations,  stockholders' equity (deficit) and cash flows for the
years ended December 31, 2001,  2000,  and 1999.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material  misstatement.  An audit includes examining on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial position of Avid
Sportswear  & Golf Corp.  as of  December  31,  2001 and 2000 and the results of
their  operations  and their cash flows for the years ended  December  31, 2001,
2000, and 1999 in conformity with accounting  principles  generally  accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 13 to the
financial  statements,  the Company has current liabilities in excess of current
assets of $3,675,360  and has generated  significant  losses for the years ended
December 31, 2001,  2000,  and 1999.  Additionally,  the Company  reentered  the
development  stage on January 1, 2002. These items raise substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also described in Note 13. The financial  statements
do not  include  any  adjustments  that  might  result  from the  outcome of the
uncertainty.



/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
March 26, 2002

                                       18
<PAGE>

<TABLE>
                                   AVID SPORTSWEAR & GOLF CORP.
                                   Consolidated Balance Sheets

                                     ASSETS
<CAPTION>
                                                                     December 31,
                                                          -----------------------------------
                                                                2001                2000
                                                          ---------------    ----------------

CURRENT ASSETS
<S>                                                       <C>                <C>
     Cash                                                 $      213,434     $        25,452
     Accounts receivable, net (Note 1)                           810,187              75,719
     Due from factor, net (Note 10)                                    -             816,663
     Note receivable (Note 17)                                   300,000                   -
     Inventory (Note 2)                                                -           1,961,464
     Prepaid expenses                                                  -             134,900
     Other current assets                                              -              71,540
                                                          ---------------    ----------------

                 Total Current Assets                          1,323,621           3,085,738
                                                          ---------------    ----------------

PROPERTY AND EQUIPMENT

     Machinery and equipment                                           -             484,495
     Furniture and fixtures                                            -              90,263
     Computers and software                                            -             408,046
     Office equipment                                                  -              49,770
     Show booths                                                       -             460,927
     Leasehold improvements                                            -              31,470
                                                          ---------------    ----------------

                 Total Property and Equipment                          -           1,524,971
                                                          ---------------    ----------------

     Less accumulated depreciation                                     -             468,861
                                                          ---------------    ----------------

                 Net property and equipment                            -           1,056,110
                                                          ---------------    ----------------

OTHER ASSETS

     Goodwill, net (Note 14)                                           -           2,090,171
     Debt offering costs                                               -              66,405
     Deposits (Note 17)                                          150,000              15,789
     Trademarks                                                    2,902               2,902
                                                          ---------------    ----------------

                 Total Other Assets                              152,902           2,175,267
                                                          ---------------    ----------------

                 TOTAL ASSETS                             $    1,476,523     $     6,317,115
                                                          ===============    ================



                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                            19
<PAGE>

<TABLE>
                                                  AVID SPORTSWEAR & GOLF CORP.
                                            Consolidated Balance Sheets (Continued)


                                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<CAPTION>
                                                                               December 31,
                                                                  -------------------------------------
                                                                         2001               2000
                                                                  -----------------   -----------------

CURRENT LIABILITIES
<S>                                                                <C>                <C>
     Cash overdraft                                                $            -     $       87,534
     Accounts payable                                                   4,077,515          5,086,000
     Accrued liabilities                                                  228,312            479,688
     Notes payable (Note 5)                                               561,525            728,082
     Note payable - related parties (Note 4)                                    -            647,126
     Capital leases - current portion (Note 11)                           131,629             44,279
     Customer deposits                                                          -             86,677
     Equity option and warrant liability (Note 1)                           1,948                  -
                                                                   ---------------    ---------------

                 Total Current Liabilities                              5,000,929          7,159,386
                                                                   ---------------    ---------------

LONG-TERM LIABILITIES

     Convertible debentures                                                     -            300,000
     Capital leases - long term portion (Note 11)                               -            122,954
                                                                   ---------------    ---------------

                 Total Noncurrent Liabilities                                   -            422,954
                                                                   ---------------    ---------------

                 Total Liabilities                                      5,000,929          7,582,340
                                                                   ---------------    ---------------


COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS EQUITY (DEFICIT)

     Preferred stock; $0.001 par value; 10,000,000 shares
        authorized; zero issued and outstanding                                 -                  -
     Common stock; $0.001 par value; 150,000,000 shares
        authorized; 147,933,309 and 46,429,406 shares issued
        and outstanding at 2001 and 2000, respectively                    147,933             46,429
     Additional paid-in capital                                        16,740,589         13,855,035
     Common stock subscription receivable                                       -           (942,000)
     Retained deficit                                                 (20,412,928)       (14,224,689)
                                                                   ---------------    ---------------

                 Total Stockholders' Equity (Deficit)                  (3,524,406)        (1,265,225)
                                                                   ---------------    ---------------

                 TOTAL LIABILITIES AND STOCKHOLDERS'
                    EQUITY (DEFICIT)                               $    1,476,523     $    6,317,115
                                                                   ===============    ===============



                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                       20
<PAGE>

<TABLE>
                                                       AVID SPORTSWEAR & GOLF CORP.
                                                  Consolidated Statements of Operations
<CAPTION>
                                                                       For the Years Ended
                                                                           December 31,
                                                         ----------------------------------------------------
                                                               2001              2000              1999
                                                         ---------------   ----------------   ---------------
<S>                                                       <C>               <C>                <C>
 SALES, NET                                               $           -     $            -     $           -
                                                         ---------------   ----------------   ---------------
 EXPENSES                                                        21,021                  -                 -
                                                         ---------------   ----------------   ---------------
 LOSS BEFORE CUMULATIVE EFFECT
      OF CHANGE IN ACCOUNTING PRINCIPLE                         (21,021)                 -                 -
                                                         ---------------   ----------------   ---------------
 CUMULATIVE EFFECT OF CHANGE
      IN ACCOUNTING PRINCIPLE (Note 1)                          389,522                  -                 -
                                                         ---------------   ----------------   ---------------
 INCOME BEFORE
      DISCONTINUED OPERATIONS                                   368,501                  -                 -
                                                         ---------------   ----------------   ---------------
 DISCONTINUED OPERATIONS (Note 18)                           (6,556,740)        (8,661,554)       (5,035,978)
                                                         ---------------   ----------------   ---------------
 NET LOSS                                                 $  (6,188,239)    $   (8,661,554)    $  (5,035,978)
                                                         ===============   ================   ===============
 BASIC LOSS PER SHARE:

         Loss before cumulative effect of
            change in accounting principle                $       (0.00)    $            -     $           -
         Cumulative effect of change in
            accounting principle                                   0.00                  -                 -
         Discontinued operations                                  (0.06)             (0.23)            (0.25)
                                                         ---------------   ----------------   ---------------
         Basic loss per share                             $       (0.06)    $        (0.23)    $       (0.25)
                                                         ===============   ================   ===============
         Weighted average shares outstanding                115,074,738         37,696,446        20,264,997
                                                         ===============   ================   ===============


                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                             21
<PAGE>

<TABLE>
                                                           AVID SPORTSWEAR & GOLF CORP.
                                             Consolidated Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                              Common Stock                  Additional
                                   ----------------------------------        Paid-In           Subscriptions         Accumulated
                                       Shares            Amount              Capital            Receivable             Deficit
                                   ---------------   ----------------   ------------------   ------------------   ------------------
<S>                                 <C>              <C>                <C>                  <C>                  <C>
Balance, December
31, 1998                            14,612,000       $     14,612       $      893,193       $     (60,000)       $     (527,157)

January 5, 1999,
common stock issued
for cash, services,
and debt, valued at
$0.75 per share                        590,000                590              441,910                   -                     -

January 5, 1999,
common stock issued
for cash and debt,
valued at $0.75 per
share                                  866,670                867              649,133                   -                     -

January 8, 1999,
common stock issued
for cash at $0.75
per share                              210,668                211              157,789                   -                     -

January 8, 1999,
warrants issued
below market value                           -                  -               53,235                   -                     -

January 11, 1999,
common stock issued
for cash and
services, valued at
$0.75 per share                        560,000                560              419,440                   -                     -

January 11, 1999,
common stock issued
for media services,
valued at $0.75 per
share                                  800,000                800              599,200                   -                     -

January 20, 1999,
common stock issued
for cash and
services, valued at
$0.75 per share                        160,000                160              119,840                   -                     -

January 27, 1999,
common stock issued
to purchase Avid
Sportswear, valued
at $0.75 per share                   1,100,000              1,100              823,900                   -                     -

February 4, 1999,
common stock issued
for cash at $0.75
per share                              372,002                372              278,630                   -                     -

March 11, 1999,
common stock issued
for cash and
services, valued at
$0.75 per share                      1,220,000              1,220              913,780                   -                     -

March 11, 1999,
common stock issued
for cash at $0.75
per share                               83,334                 83               62,417                   -                     -

March 11, 1999,
common stock issued
for cash at $0.75
per share                               18,334                 18               13,732                   -                     -

March 28, 1999,
common stock issued
for cash at $0.75
per share                              101,100                101               75,724                   -                     -

September 20, 1999,
common stock issued
for cash and
services, valued at
$0.75 per share                         50,000                 50               37,450                   -                     -

December 28, 1999,
common stock issued
for conversion of
debt, valued at
$0.22 per share                      5,344,200              5,344            1,170,380                   -                     -
                             -----------------   ----------------   ------------------   -----------------    ------------------
Balance Forward                     26,088,308     $       26,088     $      6,709,753     $       (60,000)     $       (527,157)
                             -----------------   ----------------   ------------------   -----------------    ------------------

                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                                           22
<PAGE>

<TABLE>
                                                     AVID SPORTSWEAR & GOLF CORP.
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<CAPTION>
                                              Common Stock                  Additional
                                   ----------------------------------        Paid-In           Subscriptions         Accumulated
                                       Shares            Amount              Capital            Receivable             Deficit
                                   ---------------   ----------------   ------------------   ------------------   ------------------
<S>                                 <C>            <C>                <C>                  <C>                  <C>
Balance Forward                     26,088,308     $       26,088     $      6,709,753     $       (60,000)     $       (527,157)

December 31, 1999,
common stock issued
for cash at $0.35
per share                              285,714                286               99,714                   -                     -

Conversion of debt
below market value                           -                  -              293,381                   -                     -

Stock offering costs                         -                  -              (10,000)                  -                     -

Receipt of stock
subscription                                 -                  -                    -              30,000                     -

Net loss for the
year ended December
31, 1999                                     -                  -                    -                   -            (5,035,978)
                              -----------------   ----------------   ------------------   -----------------    ------------------

Balance at December
31, 1999                            26,374,022             26,374            7,092,848             (30,000)           (5,563,135)

January 17, 2000,
common stock issued
for services, valued
at $0.30 per share                   1,200,000              1,200              358,800                   -                     -

January 25, 2000,
common stock issued
to a related party
for conversion of
debt, valued at
$0.38 per share                      1,241,874              1,241              464,461                   -                     -

February 1, 2000,
common stock issued
to a related party
for conversion of
debt, valued at
$0.44 per share                        695,583                696              303,274                   -                     -

March 6, 2000,
cancellation of
common stock
subscription
receivable                            (100,000)              (100)             (14,900)             15,000                     -

May 17, 2000,
through July 11,
2000, common stock
issued pursuant to
SB-2, valued at
$0.35 per share                     14,702,927             14,703            5,131,322            (527,000)                    -

Stock offering costs                         -                  -             (268,815)                  -                     -

June 30, 2000,
common stock issued
for services, valued
at $0.35 per share                      15,000                 15                5,235                   -                     -

November 15, 2000,
common stock issued
for services, valued
at $0.16 per share                     300,000                300               46,575                   -                     -

December 15, 2000,
common stock issued
for subscription at
$0.20 per share                      2,000,000              2,000              398,000            (400,000)                    -

Warrants and options
issued below market
value per FAS 123
valuations                                   -                  -              338,235                   -                     -

Net loss for the
year ended December
31, 2000                                     -                  -                    -                   -            (8,661,554)
                              -----------------   ----------------   ------------------   -----------------    ------------------
Balance at December
31, 2000                            46,429,406             46,429           13,855,035            (942,000)          (14,224,689)

January 10, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.06 per
share                                  133,333                133                7,867                   -                     -
                              -----------------   ----------------   ------------------   -----------------    ------------------
Balance Forward                     46,562,739     $       46,562     $     13,862,902     $      (942,000)     $    (14,224,689)
                              -----------------   ----------------   ------------------   -----------------    ------------------


                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                                        23
<PAGE>

<TABLE>
                                                     AVID SPORTSWEAR & GOLF CORP.
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<CAPTION>
                                              Common Stock                  Additional
                                   ----------------------------------        Paid-In           Subscriptions         Accumulated
                                       Shares            Amount              Capital            Receivable             Deficit
                                   ---------------   ----------------   ------------------   ------------------   ------------------
<S>                                 <C>            <C>                <C>                  <C>                  <C>
Balance Forward                     46,562,739     $       46,562     $     13,862,902     $      (942,000)     $    (14,224,689)

January 10, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.07 per
share                                  241,176                241               16,159                   -                     -

January 19, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.05 per
share                                  360,000                360               17,640                   -                     -

January 23, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.05 per
share                                1,612,000              1,612               78,988                   -                     -

January 29, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.05 per
share                                  190,000                190                9,310                   -                     -

January 30, 2001,
common stock issued
to a related party
for conversion of
debt, valued at
$0.075 per share                    11,500,000             11,500              851,000                   -                     -

January 30, 2001,
cancelled common
stock issued for
services, valued at
$0.30 per share                     (1,200,000)            (1,200)               1,200                   -                     -


February 5, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.05 per
share                                   82,000                 82                4,018                   -                     -

February 7, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.05 per
share                                  612,000                612               29,988                   -                     -

February 12, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.05 per
share                                  200,000                200                9,800                   -                     -

February 12, 2001,
common stock issued
for conversion of
interest,
non-related, valued
at $0.05 per share                      11,078                 11                  554                   -                     -

February 19, 2001,
common stock issued
to a related party
for conversion of
debt, valued at
$0.08 per share                      2,310,547              2,311              182,533                   -                     -

February 19, 2001,
common stock issued
for conversion of
interest,
non-related, valued
at $0.09 per share                     425,939                426               37,909                   -                     -

February 22, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.06 per
share                                   45,775                 46                2,554                   -                     -

February 22, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.06 per
share                                  200,000                200               11,000                   -                     -
                              -----------------   ----------------   ------------------   -----------------    ------------------

Balance Forward                     63,153,254     $       63,153     $     15,115,555     $      (942,000)     $    (14,224,689)
                              -----------------   ----------------   ------------------   -----------------    ------------------


                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                                              24
<PAGE>

<TABLE>
                                                     AVID SPORTSWEAR & GOLF CORP.
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<CAPTION>
                                              Common Stock                  Additional
                                   ----------------------------------        Paid-In           Subscriptions         Accumulated
                                       Shares            Amount              Capital            Receivable             Deficit
                                   ---------------   ----------------   ------------------   ------------------   ------------------
<S>                                 <C>            <C>                <C>                  <C>                  <C>
Balance Forward                     63,153,254     $       63,153     $     15,115,555     $      (942,000)     $    (14,224,689)

February 28, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.05 per
share                                  360,769                361               17,839                   -                     -

March 8, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.05 per
share                                  375,000                375               17,625                   -                     -

March 8, 2001,
common stock issued
for conversion of
interest,
non-related, valued
at $0.05 per share                      20,679                 21                  972                   -                     -

March 13, 2001,
common stock issued
for cash,
non-related, at
$0.05 per share                      4,000,000              4,000              196,000            (200,000)                    -

March 20, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.03 per
share                                  176,300                176                5,324                   -                     -

March 26, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.03 per
share                                  857,142                857               23,143                   -                     -

March 30, 2001,
common stock issued
for cash,
non-related, at
$0.05 per share                      2,000,000              2,000               98,000            (100,000)                    -

April 2, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.03 per
share                                2,260,713              2,261               61,039                   -                     -

April 9, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.03 per
share                                1,607,141              1,607               43,393                   -                     -

April 10, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.03 per
share                                  571,426                571               15,429                   -                     -

April 17, 2001,
common stock issued
for consulting
services, valued at
$0.06 per share                        125,000                125                7,375                   -                     -

April 18, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.03 per
share                                2,000,000              2,000               54,000                   -                     -

April 24, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.03 per
share                                1,406,250              1,406               43,594                   -                     -

April 30, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.03 per
share                                  164,474                165                4,835                   -                     -
                              -----------------   ----------------   ------------------   -----------------    ------------------
Balance Forward                     79,078,148     $       79,078     $     15,704,123     $    (1,242,000)     $    (14,224,689)
                              -----------------   ----------------   ------------------   -----------------    ------------------


                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                                              25
<PAGE>

<TABLE>
                                                     AVID SPORTSWEAR & GOLF CORP.
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<CAPTION>
                                              Common Stock                  Additional
                                   ----------------------------------        Paid-In           Subscriptions         Accumulated
                                       Shares            Amount              Capital            Receivable             Deficit
                                   ---------------   ----------------   ------------------   ------------------   ------------------
<S>                                 <C>            <C>                <C>                  <C>                  <C>
Balance Forward                     79,078,148     $       79,078     $     15,704,123     $    (1,242,000)     $    (14,224,689)

April 30, 2001,
common stock issued
for conversion of
interest,
non-related, valued
at $0.03 per share                     129,922                130                3,508                   -                     -

May 3, 2001, common
stock issued for
conversion of debt,
non-related, valued
at $0.03 per share                   2,434,207              2,434               71,566                   -                     -

May 10, 2001, common
stock issued for
cash, non-related,
valued at $0.04 per
share                                3,000,000              3,000              147,000            (150,000)                    -

May 10, 2001, common
stock issued for
cash, non-related,
valued at $0.03 per
share                                7,500,000              7,500              232,500            (240,000)                    -

May 10, 2001, common
stock issued for
cash, non-related,
valued at $0.03 per
share                                1,000,000              1,000               30,200             (31,200)                    -

May 10, 2001, common
stock issued for
consulting services,
valued at $0.03 per
share                                5,000,000              5,000              162,500                   -                     -

May 11, 2001, common
stock issued for
conversion of debt,
non-related, valued
at $0.03 per share                   2,467,102              2,467               72,533                   -                     -

May 18, 2001, common
stock issued for
conversion of debt,
non-related, valued
at $0.03 per share                   3,178,568              3,179               85,821                   -                     -

May 22, 2001, common
stock issued for
conversion of debt,
non-related, valued
at $0.01 per share                   8,214,278              8,214              106,786                   -                     -

May 22, 2001, common
stock issued for
conversion of
interest,
non-related, valued
at $0.03 per share                      34,589                 35                1,016                   -                     -

May 22, 2001, common
stock issued for
conversion of
interest,
non-related, valued
at $0.03 per share                     119,336                119                3,222                   -                     -

May 24, 2001, common
stock issued for
conversion of debt,
non-related, valued
at $0.01 per share                   2,979,165              2,979               25,621                   -                     -

May 31, 2001, common
stock issued for
conversion of debt,
non-related, valued
at $0.01 per share                     749,999                750                9,750                   -                     -
                              -----------------   ----------------   ------------------   -----------------    ------------------

Balance Forward                    115,885,314     $      115,885     $     16,656,146     $    (1,663,200)     $    (14,224,689)
                              -----------------   ----------------   ------------------   -----------------    ------------------

                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                                            26
<PAGE>

<TABLE>
                                                     AVID SPORTSWEAR & GOLF CORP.
                                Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<CAPTION>
                                              Common Stock                  Additional
                                   ----------------------------------        Paid-In           Subscriptions         Accumulated
                                       Shares            Amount              Capital            Receivable             Deficit
                                   ---------------   ----------------   ------------------   ------------------   ------------------
<S>                                <C>             <C>                <C>                  <C>                  <C>
Balance Forward                    115,885,314     $      115,885     $     16,656,146     $    (1,663,200)     $    (14,224,689)

June 1, 2001, common
stock issued for
conversion of debt,
non-related, valued
at $0.01 per share                  10,911,454             10,912               93,838                   -                     -


June 4, 2001, common
stock issued for
conversion of debt,
non-related, valued
at $0.01 per share                  18,765,625             18,766              161,384                   -                     -

June 4, 2001, common
stock issued for
conversion of
interest,
non-related, valued
at $0.01 per share                     235,961                236                2,029                   -                     -

June 12, 2001,
common stock issued
for conversion of
interest,
non-related, valued
at $0.01 per share                     179,330                179                1,542                   -                     -

June 12, 2001,
common stock issued
for conversion of
interest,
non-related, valued
at $0.01 per share                     200,955                201                2,612                   -                     -

June 19, 2001,
common stock issued
for conversion of
debt, non-related,
valued at $0.01 per
share                                1,136,363              1,136                8,864                   -                     -

June 19, 2001,
common stock issued
for conversion of
interest,
non-related, valued
at $0.01 per share                      18,307                 18                  143                   -                     -

June 20, 2001,
cancelled common
stock issued for
consulting services,
valued at $0.03 per
share                               (4,400,000)            (4,400)            (143,000)                  -                     -

July 19, 2001,
common stock issued
for consulting
services, valued at
$0.01 per share                      5,000,000              5,000               45,000                   -                     -

October 10, 2001,
common stock issued
to employees for
services, valued at
$0.01 per share                      1,000,000              1,000               10,000                   -                     -

November 29, 2001,
cancellation of
common stock
subscription
receivable                          (1,000,000)            (1,000)                   -              30,200                     -

Cash received for
common stock
subscriptions                                -                  -                    -             228,300                     -

Write-off of
uncollectible common
stock subscriptions
receivable                                   -                  -                    -           1,404,700                     -

Discount on
debentures issued at
less than market
value                                        -                  -              293,501                   -                     -

Reclassification as
a result of a change
in accounting
principle for
outstanding options
and warrants                                 -                  -             (391,470)                  -                     -

Net loss for the
year ended December
31, 2001                                     -                  -                    -                   -            (6,188,239)
                              -----------------   ----------------   ------------------   -----------------    ------------------
Balance at December 31, 2001       147,933,309     $      147,933     $     16,740,589     $             -      $    (20,412,928)
                              =================   ================   ==================   =================    ==================

                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                                     27
<PAGE>

<TABLE>
                                                  AVID SPORTSWEAR & GOLF CORP.
                                              Consolidated Statements of Cash Flows
<CAPTION>
                                                                                       For the Years Ended
                                                                                            December 31,
                                                                       ----------------------------------------------------------
                                                                             2001                2000                 1999
                                                                       ----------------    ---------------   --------------------
<S>                                                                    <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net loss                                                          $  (6,188,239)     $    (8,661,554)    $       (5,035,978)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
        Depreciation and amortization                                        407,259              463,936                369,072
        Loss on impairment of goodwill                                     1,898,520                    -                      -
        Loss on sale of fixed assets                                         666,610               39,827                      -
        Loss on disposition of leased assets                                 132,397                    -                      -
        Conversion of debt below market value                                293,501              153,656                293,381
        Value of common stock issued (cancelled) for services                 87,600              534,625              1,890,000
        Warrants and options issued below market value                             -              338,235                 53,235
        Cumulative effect of change in accounting principle                 (389,522)
        Write-off of related party notes receivable                          334,847                    -                      -
        Write-off of subscription receivable                               1,434,900                    -                      -
        Recovery of bad debt expense                                               -                    -                (80,704)
        Change in operating asset and liability accounts:
           (Increase) decrease in accounts receivable, net                    82,195             (576,578)                80,775
           (Increase) decrease in inventory, net                           1,961,464              (76,074)              (876,299)
           (Increase) decrease in other assets                                75,483             (187,115)               (13,165)
           Increase (decrease) in accounts payable                        (1,008,803)           3,632,773                926,954
           Increase (decrease) in accrued liabilities                       (184,336)             365,480                116,461
                                                                       --------------    -----------------   --------------------

              Net Cash Provided (Used) by Operating Activities              (396,124)          (3,972,789)            (2,276,268)
                                                                       --------------    -----------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES

     Purchase of fixed assets                                                (14,853)            (733,915)              (343,705)
     Proceeds from sale of fixed assets                                       44,025                    -                      -
     Proceeds from disposal of leased assets                                   7,077                    -                      -
     Cash acquired through the purchase of Avid Sportswear, Inc.                   -                    -                 34,045
     (Increase) in notes receivable                                         (300,000)              22,350                      -
                                                                       --------------    -----------------   --------------------

              Net Cash Provided (Used) by Investing Activities              (263,751)            (711,565)              (309,660)
                                                                       --------------    -----------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Cash overdraft                                                          (87,534)              87,534                      -
     Payments to Avid shareholders                                                 -                    -               (725,000)
     Proceeds from notes payable                                                   -              261,525              1,962,274
     Payments on notes payable                                              (100,000)          (1,160,524)            (1,852,869)
     Proceeds from related party notes payable                                     -            1,307,723              1,479,677
     Payments on related party notes payable                                (100,000)                   -               (265,058)
     Proceeds from convertible debentures                                    874,000              300,000                      -
     Stock offering costs                                                          -             (268,815)                     -
     Issuance of common stock for cash                                             -            4,048,501              1,804,074
     Receipt of related party receivable                                           -                    -                253,500
     Proceeds from subscribed common stock                                   228,300                    -                 12,500
     Common stock repurchased                                                      -              (17,500)                     -
     Payments on capital leases                                              (35,604)             (17,350)                     -
     Debt offering costs                                                      68,695              (68,695)                     -
                                                                       --------------    -----------------   --------------------

              Net Cash Provided (Used) by Financing Activities               847,857            4,472,399              2,669,098
                                                                       --------------    -----------------   --------------------

NET INCREASE (DECREASE) IN CASH                                              187,982             (211,955)                83,170

CASH AT BEGINNING OF PERIOD                                                   25,452              237,407                154,237
                                                                       --------------    -----------------   --------------------

CASH AT END OF PERIOD                                                  $     213,434      $        25,452     $          237,407
                                                                       ==============    =================   ====================


                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                                               28
<PAGE>

<TABLE>
                                             AVID SPORTSWEAR & GOLF CORP.
                                   Consolidated Statements of Cash Flows (Continued)
<CAPTION>
                                                                                 For the Years Ended
                                                                                     December 31,
                                                                   ----------------------------------------------------
                                                                         2001               2000             1999
                                                                   ---------------   -----------------  ---------------
<S>                                                                <C>                <C>                <C>
CASH PAID FOR:

        Interest                                                   $      75,390      $      143,545     $      94,392
        Income Tax                                                 $           -      $            -     $           -

SCHEDULE OF NON-CASH INVESTING
     AND FINANCING ACTIVITIES

        Issuance of common stock for subsidiary                    $           -      $            -     $     825,000
        Issuance of common stock for debt                          $   2,122,530      $    1,069,039     $   1,385,724
        Issuance of common stock for interest                      $     153,697      $            -     $           -
        Issuance of common stock for services                      $      87,600      $      534,625     $   1,890,000
        Issuance of common stock for subscription                  $     721,200      $      927,000     $           -
        Conversion of debt below market value                      $     293,501      $      153,656     $     293,381
        Options and warrants issued below market value             $           -      $      338,235     $           -
        Cumulative effect of change in accounting principle        $     389,522      $            -     $           -

                   The accompanying notes are integral to the consolidated financial statements.

</TABLE>

                                       29
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 1 -   NATURE OF ORGANIZATION

           This summary of significant  accounting policies of Avid Sportswear &
           Golf Corp.  is presented  to assist in  understanding  the  Company's
           consolidated   financial  statements.   The  consolidated   financial
           statements and notes are representations of the Company's  management
           who are  responsible  for  their  integrity  and  objectivity.  These
           accounting   policies  conform  to  generally   accepted   accounting
           principles and have been  consistently  applied in the preparation of
           the consolidated financial statements.

           a. Organization and Business Activities

           Avid Sportswear & Golf Corp. was  incorporated  under the laws of the
           State of Nevada on September  19, 1997 as Golf  Innovations  Corp. On
           April 19, 1999,  the Board of  Directors  voted to change the name of
           the Company to Avid  Sportswear  & Golf Corp.  to better  reflect the
           business of the Company.  Additionally,  the Board of Directors voted
           to change  the  authorized  capitalization  to  50,000,000  shares of
           common  stock  with a par value of $0.001  and  10,000,000  shares of
           preferred  stock with a par value of $0.001.  On July 13,  1999,  the
           Board of Directors  authorized  a 3-for-1  forward  stock  split.  On
           December 28, 2000,  the  shareholders  authorized  an increase in the
           number of common shares to 150,000,000 All references to common stock
           have been retroactively  restated.  The rights and preferences of the
           preferred  stock  are to be set at a  later  date.  The  Company  was
           engaged in the  business of  producing  and selling golf wear related
           products.  As of November  30,  2001,  the  Company has  discontinued
           operations in all  consolidated  companies  except Vida,  Inc., which
           continues to operate on a limited basis.

           The Company has reentered the development  stage effective January 1,
           2002.

           b. Depreciation

           Depreciation  was provided  using the  straight-line  method over the
           assets' estimated useful lives as follows:

                 Machinery and equipment              5-10 years
                 Furniture and fixtures               10 years
                 Show booths                          5 years
                 Leasehold improvements               5 years, or end of lease,
                                                        whichever is earliest
                 Office equipment                     5 years
                 Computer equipment                   3 years

           c. Accounting Method

           The Company's  consolidated  financial  statements are prepared using
           the accrual method of accounting.  The Company has elected a December
           31 year end.

           d. Cash and Cash Equivalents

           For the purpose of the statement of cash flows, the Company considers
           all highly  liquid  investments  purchased  with a maturity  of three
           months or less to be cash equivalents.

                                       30
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 1 -   NATURE OF ORGANIZATION (Continued)

           e. Estimates

           The preparation of financial  statements in conformity with generally
           accepted accounting  principles requires management to make estimates
           and  assumptions  that  affect  the  reported  amounts  of assets and
           liabilities  and disclosure of contingent  assets and  liabilities at
           the date of the  financial  statements  and the  reported  amounts of
           revenues and expenses  during the reporting  period.  Actual  results
           could differ from the estimates.

           f. Basic Loss Per Share

           The  computation  of basic loss per share of common stock is based on
           the weighted average number of shares  outstanding  during the period
           of the financial statements as follows:

                                                       For the Years Ended
                                                           December 31,
                                               ---------------------------------
                                                  2001       2000        1999
                                               ---------   --------    --------

           Loss before cumulative effect
            of change in accounting principle   $(0.00)     $   -       $   -

           Cumulative effect of change in
            accounting principle                 (0.00)     $   -       $   -

           Discontinued operations               (0.06)     $(0.23)     $(0.25)
                                               --------    --------    --------

           Basic loss per share                $ (0.06)     $(0.23)     $(0.25)
                                              =========    ========    ========

           Weighted average shares
            outstanding                    115,074,738  37,696,446  20,264,997
                                           ===========  ==========  ==========


           Fully  diluted  loss per share is not  presented  as any common stock
           equivalents are antidilutive in nature.

           g. Income Taxes

           No provision  for income  taxes has been accrued  because the Company
           has net  operating  losses from  inception.  The net  operating  loss
           carryforwards of approximately $16,350,000 at December 31, 2001 which
           will fully  expire in 2021.  No tax benefit has been  reported in the
           financial   statements  because  the  Company  is  uncertain  if  the
           carryforwards  will expire  unused.  Accordingly,  the  potential tax
           benefits are offset by a valuation account of the same amount.

                                       31
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 1 -   NATURE OF ORGANIZATION (Continued)

           g. Income Taxes (Continued)

           The income tax benefit  differs  from the amount  computed at federal
           statutory rates as follows:

                                                     For the Years Ended
                                                           December 31,
                                           -------------------------------------
                                             2001         2000         1999
                                           ---------    ---------    ---------

           Income tax benefit at
            statutory rate               $ 2,266,791   $ 3,611,857  $ 1,996,318
           Change in valuation
            allowance                     (2,266,791)   (3,611,857)  (1,996,318)
                                         ------------  ------------ ------------
                                         $         -   $         -  $         -
                                         ===========   ===========  ===========

           h. Recent Accounting Pronouncements

           SFAS NO.  138 -- The  Company  has  adopted  the  provisions  of FASB
           Statement No. 138 'Accounting for Certain Derivative  Instruments and
           Hedging  Activities,  (an  amendment  of FASB  Statement  No.  133.)'
           Because the Company had adopted the  provisions of FASB Statement No.
           133,  prior to June 15, 2000,  this  statement  is effective  for all
           fiscal  quarters  beginning after June 15, 2000. The adoption of this
           principle  had  no  material   effect  on  the  company's   financial
           statements.

           The  Company has adopted the  provisions  of FASB  Statement  No. 140
           `Accounting  for  Transfers  and  Servicing of  Financial  Assets and
           Extinguishments  of  Liabilities (a replacement of FASB Statement No.
           125.)' This statement provides accounting and reporting standards for
           transfers and servicing of financial  assets and  extinguishments  of
           liabilities. Those standards are based on consistent application of a
           financial-components  approach  that  focuses on control.  Under that
           approach,  the transfer of financial assets,  the Company  recognized
           the financial and servicing assets it controls and the liabilities it
           has  incurred,  derecognizes  financial  assets when control has been
           surrendered,  and derecognizes  liabilities when  extinguished.  This
           statement provides consistent standards for distinguishing  transfers
           of financial  assets that are sales from  transfers  that are secured
           borrowings.  This  statement is effective for transfers and servicing
           of financial  assets and  extinguishments  of  liabilities  occurring
           after March 31, 2001. This statement is effective for recognition and
           reclassification  of  collateral  and  for  disclosures  relating  to
           securitization  transactions  and  collateral for fiscal years ending
           after  December  15,  2000.  The  adoption of this  principle  had no
           material effect on the Company's financial statements.

                                       32
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 1 -    NATURE OF ORGANIZATION (Continued)

           h. Recent Accounting Pronouncements (Continued)

           FIN  44  --  The  Company  had  adopted  the  provisions  of  FIN  44
           `Accounting for Certain Transactions Involving Stock Compensation (an
           interpretation  of APB  Opinion  No.  25.)'  This  interpretation  is
           effective July 1, 2000.  FIN 44 clarifies the  application of Opinion
           No.  25 for only  certain  issues.  It does not  address  any  issues
           related to the  application of the fair value method in Statement No.
           123. Among other issues,  FIN 44 clarifies the definition of employee
           for purposes of applying  Opinion 25, the  criteria  for  determining
           whether a plan  qualifies as a  noncompensatory  plan, the accounting
           consequence  of various  modifications  to the terms of a  previously
           fixed stock option or award,  and accounting for an exchange of stock
           compensation awards in a business  combination.  The adoption of this
           principle  had  no  material   effect  on  the  Company's   financial
           statements.

           SFAS  NO.'S 141 AND 142 -- In June  2001,  the  Financial  Accounting
           Standards  Board (FASB)  adopted  Statement  of Financial  Accounting
           Standards SFAS No. 141,  `Business  Combinations,'  and SFAS No. 142,
           `Goodwill and Other Intangible  Assets.' SFAS No. 141 is effective as
           to any business combination occurring after June 30, 2001 and certain
           transition   provisions   that   affect   accounting   for   business
           combinations prior to June 30, 2001 are effective as of the date that
           SFAS No.  142 is applied  in its  entirety,  which will be January 1,
           2002 for the Company.

           SFAS No. 142 is effective, generally, in fiscal years beginning after
           December 15, 2001,  which will be the fiscal year ending December 31,
           2002 for the Company.

           SFAS  No.  141  provides   standards  for   accounting  for  business
           combinations.  Among other things, it requires that only the purchase
           method  of  accounting  be used and that  certain  intangible  assets
           acquired  in a business  combination  (i.e.  those that  result  from
           contractual or other legal rights or are separable) be recorded as an
           asset apart from goodwill.  The transition provisions require that an
           assessment  be  made  of  previous  business   combinations  and,  if
           appropriate,  reclassifications be made to or from goodwill to adjust
           the  recording  of  intangible  assets  such  that the  criteria  for
           recording  intangible  assets  apart from  goodwill is applied to the
           previous business combinations.

           SFAS  No.  142  provides,  among  other  things,  that  goodwill  and
           intangible  assets with  indeterminate  lives shall not be amortized.
           Goodwill shall be assigned to a reporting unit and annually  assessed
           for impairment.  Intangible  assets with  determinate  lives shall be
           amortized over their  estimated  useful lives,  with the useful lives
           reassessed  continuously,  and shall be assessed for impairment under
           the  provisions of SFAS No. 121,  `Accounting  for the  Impairment of
           Long-Lived  Assets  and for  Long-Lived  Assets to be  Disposed  Of.'
           Goodwill is also  assessed for  impairment  on an interim  basis when
           events and circumstances  warrant. Upon adoption of SFAS No. 142, the
           Company will assess  whether an impairment  loss should be recognized
           and measured by comparing the fair value of the  `reporting  unit' to
           the carrying value, including goodwill. If the carrying value exceeds
           fair value,  then the Company  will compare the implied fair value of
           the goodwill' (as defined in SFAS No. 142) to the carrying  amount of
           the  goodwill.  If the carrying  amount of the  goodwill  exceeds the
           implied fair value, then the goodwill will be adjusted to the implied
           fair value.

                                       33
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 1 -   NATURE OF ORGANIZATION (Continued)

           h. Recent Accounting Pronouncements (Continued)

           While the Company has not  completed the process of  determining  the
           effect  of  these  new  accounting  pronouncements  on its  financial
           statements,  the  Company  currently  expects  that  there will be no
           reclassification in connection with the transition provisions of SFAS
           No. 141 based on clarifications  of the transition  provisions issued
           by the FASB in October 2001.  Accordingly,  the Company expects that,
           after  implementation  of SFAS No. 142, all intangible assets will be
           amortizable and the goodwill will not be amortizable.

           SFAS NO. 143 -- On August 16,  2001,  the FASB  issued  SFAS No. 143,
           `Accounting for Asset Retirement Obligations,' which is effective for
           fiscal  years  beginning  after  June  15,  2002.  It  requires  that
           obligations  associated with the retirement of a tangible  long-lived
           asset be recorded as a liability when those obligations are incurred,
           with the amount of the  liability  initially  measured at fair value.
           Upon  initially  recognizing  a liability  for an accrued  retirement
           obligation,  an entity must  capitalize  the cost by  recognizing  an
           increase in the carrying amount of the related long-lived asset.

           Over time,  the  liability  is  accreted  to its  present  value each
           period,  and the capitalized cost is depreciated over the useful life
           of the related asset.  Upon  settlement of the  liability,  an entity
           either  settles the  obligation  for its recorded  amount or incurs a
           gain or loss upon settlement. While the Company has not completed the
           process   of   determining   the   effect  of  this  new   accounting
           pronouncement on its consolidated  financial statements,  the Company
           currently  expects  that the effect of SFAS No. 143 on the  Company's
           financial  statements,   when  it  becomes  effective,  will  not  be
           significant.

           SFAS  NO.  144  -- On  October  3,  2001,  the  Financial  Accounting
           Standards  Board issued SFAS No. 144,  `Accounting for the Impairment
           or Disposal of  Long-Lived  Assets'  which is effective for financial
           statements  issued for fiscal years beginning after December 15, 2001
           and, generally, its provisions are to be applied prospectively.  SFAS
           144 supercedes SFAS Statement No. 121

           (FAS 121),  `Accounting  for the Impairment of Long-Lived  Assets and
           for  Long-Lived  Assets to Be  Disposed  Of.' SFAS 144 applies to all
           long-lived   assets   (including    discontinued    operations)   and
           consequently  amends Accounting  Principles Board Opinion No. 30 (APB
           30),  `Reporting  Results  of  Operations  Reporting  the  Effects of
           Disposal of a Segment of a Business.'

           SFAS 144  develops one  accounting  model (based on the model in SFAS
           121) for  long-lived  assets that are to be  disposed of by sale,  as
           well as  addresses  the  principal  implementation  issues.  SFAS 144
           requires that long-lived assets that are to be disposed of by sale be
           measured  at the lower of book value or fair value less cost to sell.
           That   requirement   eliminates  the   requirement  of  APB  30  that
           discontinued  operations be measured at net realizable  value or that
           entities  include under  `discontinued  operations'  in the financial
           statements  amounts for operating  losses that have not yet occurred.
           Additionally, FAS 144 expands the scope of discontinued operations to
           include all components of an entity with  operations  that (1) can be
           distinguished  from the rest of the entity and (2) will be eliminated
           from the ongoing operations of the entity in a disposal transaction.

                                       34
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 1 -   NATURE OF ORGANIZATION (Continued)

           h. Recent Accounting Pronouncements (Continued)

           While the Company has not  completed the process of  determining  the
           effect  of this  new  accounting  pronouncement  on its  consolidated
           financial  statements,  the Company currently expects that the effect
           of  SFAS  No.  144 on the  Company's  financial  statements,  when it
           becomes effective, will not be significant.

           i. Purchase of Avid Sportswear, Inc.

           On December 18, 1998,  the Company  entered into a stock purchase and
           sales  agreement  with  Avid   Sportswear,   Inc.  (Avid),  a  Nevada
           corporation.  Avid was in the business of  manufacturing  and selling
           golf related clothing. This Agreement was finalized on March 1, 1999.
           The  Agreement  called  for  the  Company  to  purchase  all  of  the
           outstanding  stock  of  Avid  Sportswear,   Inc.,  for  $725,000  and
           1,100,000   shares  of  common  stock  valued  at  $0.75  per  share.
           Additionally,  the Company agreed to pay off all of the notes payable
           to the shareholders of Avid  Sportswear,  Inc., and the notes payable
           to Nations  Bank,  fka Bank IV. The total  amount of these  notes was
           $1,826,119  at the date of  closing.  The Company  accounted  for the
           acquisition as a purchase as of March 1, 1999. The operations of Avid
           were included from March 1, 1999.

           Goodwill of  $2,559,331,  generated  from the  purchase of Avid,  was
           being amortized over a ten-year life using the straight-line  method.
           All  unamortized  goodwill  was  written  off  during  the year ended
           December 31, 2001, when the company discontinued operations. See Note
           14.

           j. Allowance for Doubtful Accounts

           The Company's  accounts  receivable and due from factor are shown net
           of  an  allowance   for  doubtful   accounts  of  $-0-  and  $46,906,
           respectively, at December 31, 2001 and 2000, respectively.

           k. Reclassification

           Certain December 31, 2000 and 1999 balances have been reclassified to
           conform with the December 31, 2001 financial statement presentation.

           l. Advertising Expense

           The  Company  expenses  advertising  costs as  incurred.  Advertising
           expense for the years ended  December 31, 2001,  2000,  and 1999, was
           $221,743,  $224,261,  and  $330,718,  respectively.  All  advertising
           expense is included in the loss from discontinued operations.

           m. Principles of Consolidation

           The consolidated  financial statements presented include the accounts
           of Avid  Sportswear & Golf Corp.,  Avid  Sportswear,  Inc., and Vida,
           Inc. All significant intercompany accounts have been eliminated.

                                       35
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 1 -   NATURE OF ORGANIZATION (Continued)

           n. Revenue Recognition

           The Company's  revenue was created  primarily  from the sale of men's
           golf apparel and did include shipping and handling  charges.  Revenue
           was  recognized  when the product was  shipped to the  customer,  the
           amount was  determinable and collection was reasonably  assured.  The
           terms were customarily FOB origination. Product returns for the years
           ended  December 31, 2001,  2000, and 1999 were not  significant.  The
           Company had no source of revenue at  December  31,  2001.  Additional
           revenue  recognition  policies  will be  determined  when  operations
           commence again.

           o. Stock Options

           The Company applies  Accounting  Principles  Board ("APB") Option 25,
           "Accounting   for   Stock   Issued   to   Employees,"   and   related
           Interpretations  in accounting for all stock option plans.  Under APB
           Opinion 25, compensation cost is recognized for stock options granted
           to  employees  when the option price is less than the market price of
           the underlying common stock on the date of grant.

           SFAS Statement No. 123,  "Accounting  for  Stock-Based  Compensation"
           requires the Company to provide pro forma  information  regarding net
           income as if  compensation  cost for the Company's stock option plans
           had been  determined in  accordance  with the fair value based method
           prescribed  in SFAS No.  123.  To  provide  the  required  pro  forma
           information,  the  Company  estimates  the fair  value of each  stock
           option at the grant  date by using the  Black-Scholes  option-pricing
           model.

           p. Change in Accounting Principles

           Effective  December 31, 2001,  the Company  adopted the provisions of
           EITF 00-19,  "Accounting for Derivative Financial Instruments Indexed
           to, and Potentially settled in, a Company's Own Stock".

           This issue provides that warrants to purchase common shares which are
           outstanding and for which the number of authorize but unissued shares
           is in sufficient  to satisfy the maximum  number of shares that could
           be required upon the exercise of such warrants,  then the contract is
           reclassified from equity to an asset or liability.  The effect of the
           application  of this  pronouncement  that requires asset or liability
           classification  for those  contracts  that existed as of December 31,
           2001,  would be calculated as of December 31, 2001,  and presented as
           of  that  date as a  cumulative  effect  of a  change  in  accounting
           principle.  At December 31,  2001,  $391,470  was  reclassified  from
           equity to a liability and  mark-to-market  adjustment of $389,522 was
           recorded  as  the  cumulative   effect  of  a  change  in  accounting
           principle.

                                       36
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 2 -   INVENTORY

           Inventories   for  December  31,  2001  and  2000  consisted  of  the
           following:

                                                         DECEMBER 31,
                                               ---------------------------------
                                                   2001                2000
                                               ------------        -------------

           Finished goods                       $       -           $1,961,464
                                                ---------           ----------

               Total                            $       -           $1,961,464
                                                =========           ==========

           The  balance at December  31,  2000 is net of a reserve for  obsolete
           inventory for $100,000.

           Inventories  for  finished  goods were stated at the lower of cost or
           market and based on the first-in, first-out basis.

NOTE 3 - EQUITY TRANSACTIONS

           On January 5, 1999, the Company issued 590,000 shares of common stock
           at $0.25  per  share  for cash of  $117,500  and debt  conversion  of
           $35,000.  Additional  expense of $295,000 was recorded to reflect the
           discount  from $0.75 per share  which was the price that the  Company
           was selling restricted stock to independent third parties.

           On January 5, 1999, the Company issued 866,670 shares of common stock
           valued at $0.75 per share for cash of $475,000 and conversion of debt
           of $175,000.

           On January 8, 1999, the Company issued 210,668 shares of common stock
           valued at $0.75 per share for cash of $158,000.

           On January 11,  1999,  the Company  issued  560,000  shares of common
           stock for cash at $0.25 per share or $140,000.  Additional expense of
           $280,000 was recorded to value the shares at $0.75 per share.

           On January 11,  1999,  the Company  issued  800,000  shares of common
           stock for media services at $0.75 per share.

           On January 20,  1999,  the Company  issued  160,000  shares of common
           stock for cash at $0.25 per share or $40,000.  Additional  expense of
           $80,000 was recorded to value the shares at $0.75 per share.

           On January 27, 1999,  the Company issued  1,100,000  shares of common
           stock for the purchase of Avid  Sportswear,  Inc. valued at $0.75 per
           share.

           On February  4, 1999,  the Company  issued  372,002  shares of common
           stock at $0.75 per share for cash of $279,002.

           On March 11,  1999,  the Company  issued  1,220,000  shares of common
           stock for cash at $0.25 per share or $305,000.  Additional expense of
           $610,000 was recorded to value the shares at $0.75 per share.

                                       37
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 3 -   EQUITY TRANSACTIONS (Continued)

           On March 11, 1999,  the Company  issued 83,334 shares of common stock
           for cash of $67,500.

           On March 29, 1999,  the Company  issued 18,334 shares of common stock
           valued at $0.75 per share for cash of $13,750.

           On May 28, 1999,  the Company  issued  101,100 shares of common stock
           for cash at $0.75 per share for cash of $75,825.

           On September  22, 1999,  the Company  issued  50,000 shares of common
           stock at $0.25 per share for cash of $12,500.  Additional  expense of
           $25,000 was recorded to value the shares at $0.75 per share.

           On December 28, 1999, the Company issued  5,344,200  shares of common
           stock valued at $0.275 per share for the  conversion of $1,175,724 of
           debt.  The  shares  are  valued  at the  market  price on the date of
           issuance with additional  interest  expense of $293,381,  recorded to
           reflect a 20% discount on the conversion.

           On December 31, 1999,  the Company  issued  285,714  shares of common
           stock valued at $0.35 per share for cash of $100,000.

           On January 17, 2000,  the Company issued  1,200,000  shares of common
           stock  valued  at $0.30 per share for  services  of  $360,000  to the
           President of the Subsidiary.

           On January 25, 2000,  the Company issued  1,241,874  shares of common
           stock valued at $0.38 per share to related parties for the conversion
           of debt of $372,561 and recorded  additional  expense of $93,141 as a
           result of the beneficial conversion below the market.

           On February  1, 2000,  the Company  issued  695,583  shares of common
           stock valued at $0.44 per share to a related party for the conversion
           of debt of $243,454 and recorded  additional  expense of $60,516 as a
           result of the beneficial conversion below the market.

           On March 16,  2000,  the Company  canceled  100,000  shares of common
           stock  and  the  related  stock  subscription  receivable  valued  at
           $15,000. The shares were returned to the treasury and canceled.

           From May 17,  2000 to July 11,  2000,  the  Company  sold  14,702,997
           shares  of  common  stock  valued  at  $0.35  per  share  for cash of
           $4,061,502, conversion of a note payable of $375,000, conversion of a
           related  party note  payable of $60,523  and  services  of  $122,000.
           Additionally,  the Company  has a stock  subscription  receivable  of
           $527,000.  These shares as well as 285,714  shares issued in December
           1999, were registered pursuant to an SB-2 offering.  The Company paid
           stock  offering  costs  of  $268,815  for   commissions,   legal  and
           accounting fees.

           On June 30, 2000, the Company issued 15,000 shares of common stock of
           $0.35 per share for services of $5,250.

                                       38
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 3 -   EQUITY TRANSACTIONS (Continued)

           On November 15, 2000,  the Company  issued  300,000  shares of common
           stock valued at $0.16 per share for services of $46,875.

           On August 9, 2000, the Company  issued  300,000  options to unrelated
           parties  below  market  value.  The  Company  recognized   additional
           compensation expense of $108,759.

           On  August  14,  2000,  the  Company  issued  175,000  options  to an
           unrelated party below market value. The Company recognized additional
           compensation expense of $43,922.

           On December 15, 2000, the Company issued  2,000,000  shares of common
           stock to  unrelated  third  parties at $0.20 per share.  The  Company
           recorded a stock  subscription  receivable  of $400,000 in connection
           with this transaction.

           On December 29, 2000,  the Company  issued  2,000,000  warrants to an
           unrelated party as partial  consideration for entering into a line of
           credit   agreement  below  market  value.   The  Company   recognized
           additional compensation expense of $185,554.

           From  January  10,  2001 to June  19,  2001,  the  Company  converted
           $1,174,000  of debt  into  64,292,260  shares of  common  stock.  The
           Company recognized  additional interest expense of $293,501,  related
           to the beneficial  conversion  feature of the debentures  pursuant to
           EITF 98-5.

           From  February  12,  2001 to June 19,  2001,  the  Company  converted
           $16,566 of interest  related to convertible  debentures  into 950,157
           shares of common stock at an average price per share of $0.02.

           From  January 30, 2001 to February 19,  2001,  the Company  converted
           $948,530 of related  debt and  interest of $137,131  into  14,236,486
           shares of common stock at an average price per share of $0.08.

           During  the  year  ended   December  31,  2001,  the  Company  issued
           16,500,000  shares of common stock in exchange for $691,000 of common
           stock subscriptions receivable. Of this amount, the Company collected
           $228,300.  The Company wrote-off $1,404,700,  including the remaining
           portion of the 2001 subscriptions, as uncollectible.

           During the year ended December 31, 2001, the Company issued 6,725,000
           shares of common  stock to  employees  and  consultants  for services
           rendered at an average price per share of $0.01.

                                       39
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 4 -   NOTES PAYABLE - RELATED PARTIES

           Notes  payable  -  related  parties  consisted  of the  following  at
           December 31, 2001 and 2000:

                                                          DECEMBER 31,
                                               ---------------------------------
                                                   2001                2000
                                               ------------        -------------
           Note payable to company
            controlled by CEO, bearing
            interest at 10%, unsecured
            and due on demand                   $        -          $   166,557

           Notes payable to CEO, bearing
            interest at 10% unsecured and
            due on demand                                -              447,126

           Note payable to Director dated
            December 9, 1999, bearing
            interest at 10%, unsecured
            and due on demand                            -              100,000
                                               ------------         ------------
               Total Notes Payable -
                Related Parties                          -              713,683

               Less current portion                      -             (166,557)
                                               ------------         ------------
               Long-Term Portion                $        -          $   547,126
                                               ============         ============

NOTE 5 -   NOTES PAYABLE

           Notes  payable  consisted  of the  following at December 31, 2001 and
           2000:

                                                         DECEMBER 31,
                                               ---------------------------------
                                                   2001                2000
                                               ------------        -------------

           Note payable to a shareholder
            dated December 1, 1999 as
            advanced, bearing interest at
            12%, principal and interest due
            by January 31, 2000, secured by
            personal guarantee of previous
            certain officers                    $ 561,525           $   561,525

           Note payable to an individual
            dated December 24, 1999,
            bearing interest at 12%,
            secured by personal guarantee
            of chief executive officer, due
            on demand                                   -               100,000
                                                ----------          ------------
               Total notes payable                561,525               661,525

               Less: current portion             (561,525)             (100,000)
                                                ----------          ------------

                  Total long-term debt          $       -           $   561,525
                                                ==========          ============

                                       40
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 6 -   CONVERTIBLE DEBENTURES

                                                         DECEMBER 31,
                                               ---------------------------------
                                                   2001                2000
                                               ------------        -------------

           Four (4) convertible debentures
            for $300,000, dated October
            26, 2000, bearing interest at
            6%, due by November 1, 2005,
            unsecured, convertible into
            the Company's common stock at
            120% of the closing bid price
            on November 1, 2000 or 80% of
            the closing bid price for the
            lowest trading price for 20
            days immediately prior to the
            conversion date. The Company
            can require mandatory
            conversion if the closing bid
            price is $1.25 or higher per
            share for 10 consecutive
            trading days or upon the
            5-year anniversary date.           $         -         $  300,000

           Thirty-two (32) convertible
            debentures for $874,000, dated
            January 17, 2001, bearing
            interest at 6%, due by January
            17, 2006, unsecured,
            convertible into the Company's
            common stock at 120% of the
            closing bid price on January
            17, 2001 or 80% of the closing
            bid price for the lowest
            trading price for 20 days
            immediately prior to the
            conversion date. The Company
            can require mandatory
            conversion if the closing bid
            price is $1.25 or higher per
            share for 10 consecutive
            trading days upon the 5-year
            anniversary date.                            -                  -
                                               -----------         ----------
               Less current portion                      -                  -
                                               -----------         ----------
               Long-term portion               $         -         $  300,000
                                               ===========         ==========

           The Company paid debt offering costs of $68,695  associated  with the
           issuance of the convertible debentures. The costs were amortized over
           the life of the  debentures.  Amortization  expense  of  $66,405  and
           $2,290 was recognized for the years ended December 31, 2001 and 2000,
           respectively.  All  outstanding  debentures  were converted to common
           stock during the year ended December 31, 2001. During the years ended
           December 31, 2001, 2000, and 1999, the Company recognized  additional
           interest expense related to the beneficial  conversion feature of the
           debentures of $293,501,  $0, and $0, respectively.  These amounts are
           included in the interest expense of discontinued operations.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

           a. Operating Leases

           The Company  leased  office and warehouse  space and other  equipment
           items under non-cancelable  operating leases which were due to expire
           in March 2004.  The monthly  office  rent  amount was  $10,584.  Rent
           expense for the years ended  December  31, 2001,  2000,  and 1999 was
           $405,138, $124,590, and $124,846, respectively.

                                       41
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

           The Company has terminated the California office lease as of November
           31, 2001 against the terms of the lease  agreement and are liable for
           all rents up to the  contracted  termination  date of March 2004. The
           Company has accrued for all future  obligations,  of $275,654,  as of
           December 31, 2001.

           Future payments required under the lease terms are as follows:

                                2002      2003      2004      2005      2006

           Pitney Bowes       $ 1,210   $    -    $    -     $    -    $    -
           Office lease             -        -         -          -         -
                              -------   ------    ------     ------    ------
                              $ 1,210   $    -    $    -     $    -    $    -
                              =======   ======    ======     ======    ======

           Pitney Bowes:  $403 per quarter, expires September 2002.
           Office lease:  $10,584 per month, expires March 2004.

           b. Royalty Agreement - British Open Collection

           BRITISH OPEN  COLLECTION.  On December 8, 1998, the Company  obtained
           the sole and  exclusive  right and license to use certain  trademarks
           associated with the British Open Golf Championship.  The licensor was
           The  Championship  Committee  Merchandising  Limited,  which  is  the
           exclusive  licensor  of certain  trademarks  from The Royal & Ancient
           Golf Club of St. Andrews,  Scotland.  This license was for the United
           States and its  territories  and had a seven  year  term.  Under this
           license,  the Company could  manufacture,  advertise,  distribute and
           sell products bearing the licensed trademarks to specialty stores and
           the menswear  departments of department  stores.  The Company was not
           permitted to sell these  products to discount  stores or  mass-market
           retail chains. In return for this license, the Company was to pay the
           licensor  through their agent,  IMG, on a quarterly  basis, a royalty
           equal to five  percent of net  wholesale  sales of  products  bearing
           these  trademarks,  subject  to a  guaranteed  minimum  royalty.  Net
           wholesale  sales means the invoiced  wholesale  billing  price,  less
           shipping,  discounts actually given, duties, insurance,  sales taxes,
           value-added  taxes and  credits  allowed  for  returns  or  defective
           merchandise.  The first  contract  year was from January 1, 1999,  to
           June 30,  2000.  The second  contract  year was covered the period of
           July 1, 2000 through June 30, 2001. At December 31, 2000, the Company
           had accrued a  liability  to IMG of $62,500,  which  represented  the
           minimum royalty due for July 1, 2000, through December 31, 2000.

           The  agreement  was  mutually  terminated  by both parties on May 10,
           2001. As a result of the  termination,  the Company paid IMG $150,000
           in  full   satisfaction  of  the  Company's   obligations  under  the
           terminated licensing agreement.

                                       42
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 7 -   COMMITMENTS AND CONTINGENCIES (Continued)

           c.  Royalty Agreement - Dockers Golf

           DOCKERS GOLF. On May 10, 1999, our wholly-owned  subsidiary  obtained
           the  exclusive,   nonassignable  right  to  use  the  "Dockers  Golf"
           trademark solely in connection with the  manufacturing,  advertising,
           distribution and sale of products to approved retailers. The licensor
           was Levi  Strauss & Co. This license was for the United  States,  its
           territories and Bermuda.  The license had an initial term expiring on
           December 31, 2003 and would have renewed for an additional three year
           term  expiring  December  31, 2006 if: (i) net sales of the  licensed
           products for calendar  year 2002 were at least $17.0 million and (ii)
           our wholly-owned  subsidiary had not violated any material provisions
           of the license.  Thereafter,  the licensor  would have  negotiated in
           good  faith for up to two  additional  three  year  terms if: (i) the
           license  was  renewed  for  the  initial  renewal  period,  (ii)  our
           wholly-owned  subsidiary's  net sales  for each  year in the  initial
           renewal  period had exceeded its  projected  sales for each such year
           and (iii) our  wholly-owned  subsidiary had not violated any material
           provisions of the license.  Subject to a guaranteed  minimum royalty,
           our wholly-owned subsidiary would have paid the licensor a royalty of
           six percent of net sales of first  quality  products and four percent
           of net sales of  second  quality  products  and  close-out  or end-of
           season  products.   If  second  quality  products  and  close-out  or
           end-of-season  products  account  for more than ten  percent of total
           licensed product sales,  then the royalty on such products would have
           been six percent instead of four percent.

           Dockers  terminated  the  agreement on May 9, 2001  claiming that the
           Company had breached certain terms of the licensing  agreement.  This
           termination  is currently  the subject of mediation  hearings  taking
           place in the first quarter of 2002. The Company has recorded  accrued
           royalties of $441,000  related to the  agreement.  As of December 31,
           2001,  this  is the  full  amount  being  sought  by  Dockers  in the
           mediation.

           d. Employment Agreements

           The  Company's  wholly-owned  subsidiary  entered  into a three  year
           employment  agreement with Barnum Mow,  which  commenced on September
           17, 1999. Upon the expiration of the initial term, the agreement will
           automatically renew for one year terms unless either party elects not
           to renew the agreement by providing written notice to the other party
           at least four months' prior to the expiration of any term. Mr. Mow is
           employed  as the  Chief  Executive  Officer  and  President  of  Avid
           Sportswear,  Inc.  His base salary is $300,000  per year,  subject to
           increases as determined  by the employer.  In addition to his salary,
           Mr. Mow also received a bonus of $50,000 in 2000.  His bonus would be
           the  same  for  each  year  during  the  term  unless  the   employer
           establishes  a  formal  bonus  plan.  The  employer  also  agreed  to
           reimburse Mr. Mow for all reasonable  expenses incurred in connection
           with the performance of his duties.

                                       43
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 7 -   COMMITMENTS AND CONTINGENCIES (Continued)

           d. Employment Agreements (Continued)

           Effective January 31, 2001, Avid Sportswear, Inc. and Mr. Mow entered
           into an Amendment to Mr. Mow's Employment  Agreement.  As a result of
           Avid  Sportswear,  Inc.'s  financial  performance for the fiscal year
           ended December 31, 2000, Mr. Mow agreed to forfeit  1,200,000  shares
           of common stock of Avid Sportswear and Golf Corp.  granted to Mr. Mow
           on January 17, 2000.  Mr. Mow  resigned his position in May 2001.  On
           July 26, 2001, Mr. Mow filed a complaint  against the Company and its
           wholly-owned  subsidiary  alleging  breach  of  contract,  breach  of
           implied  covenant of good faith and fair  dealing,  and  violation of
           Labor  Codess.ss.227.3.  Mr. Mow seeks damages,  prejudgment interest
           thereon,  costs of suit  incurred,  and  attorney's  fees  and  costs
           according to statute. The Company has determined that it is too early
           to evaluate the likelihood of an unfavorable outcome.

           The Company's  wholly-owned  subsidiary  had also entered into a five
           year employment  agreement with David Roderick,  effective January 1,
           1999.  From  January  1999 until  September  1999,  Mr.  Roderick was
           employed as the President of Avid Sportswear, Inc. In September 1999,
           Mr. Roderick  became the Vice President of Production and Sales.  His
           base salary was  $150,000,  subject to increases as determined by the
           employer.  In addition,  Mr. Roderick was eligible for bonuses at the
           discretion  of  the  Board  of  Directors.  The  employer  agreed  to
           reimburse  Mr.  Roderick  for all  reasonable  expenses  incurred  in
           connection with the performance of his duties.  Mr. Roderick resigned
           his position in May 2001.  He has also filed a complaint  against the
           Company and its wholly-owned  subsidiary alleging breach of contract,
           breach  of  implied  covenant  of good  faith and fair  dealing,  and
           violation  of Labor Code  ss.ss.  227.3.  Since  filing  the  initial
           complaint,  Mr.  Roderick  has not  pursued  the claim and has missed
           several  scheduled court  appearances and deadlines.  The Company has
           determined  that it is too early to  evaluate  the  likelihood  of an
           unfavorable outcome.

           On January 3, 2000,  the Company's  wholly-owned  subsidiary  entered
           into an  employment  agreement  with  Stephen  Korn to  serve  as the
           Company's  Chief  Financial   Officer  (CFO).  His  base  salary  was
           $160,000.  Additionally,  the CFO was  eligible  for  bonuses  at the
           discretion  of  the  board  of  directors.  The  employer  agreed  to
           reimburse Mr. Korn for all reasonable  expense incurred in connection
           with the performance of his duties. Mr. Korn resigned his position in
           May 2001. On August 1, 2001,  Mr. Korn filed a complaint  against the
           Company  and its  wholly-owned  subsidiary  alleging  termination  in
           violation of public policy,  breach of written and implied  contract,
           breach  of  implied   covenant  of  good  faith  and  fair   dealing,
           intentional   interference  with  contractual  relations,   negligent
           interference with contractual relations,  and violation of Labor Code
           ss.ss. 201 and 227.3.

                                       44
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 7 -   COMMITMENTS AND CONTINGENCIES (Continued)

           d. Employment Agreements (Continued)

           Mr.  Korn  seeks  damages in an amount  proven at trial,  prejudgment
           interest  thereon,  a penalty in  accordance  with Labor Code ss.203,
           costs of suit incurred,  and attorney's  fees and costs  according to
           statute.  The Company has determined that it is too early to evaluate
           the likelihood of an unfavorable outcome.

           On  February  1, 2000,  the Company  signed an  Executive  Employment
           Agreement  with Earl  Ingarfield,  its President and Chief  Executive
           Officer (CEO).  The base  compensation  for each year would have been
           $325,000 plus cost of living adjustments. Additionally, the CEO would
           be eligible for  incentive  bonus  compensation  as determined by the
           Board of  Directors.  The  agreement was for a period of three years.
           The Company  agreed to reimburse Mr.  Ingarfield  for all  reasonable
           expenses  incurred in connection  with the performance of his duties.
           Mr. Ingarfield resigned his position in June 2001.

           On June 25, 2001,  the Company  entered into a three-year  employment
           agreement  with  Frank J.  Jakovac,  to act as  President  and  Chief
           Executive  Officer.  The base salary for  services  was  $127,500 per
           year,  payable in  semi-monthly  installments  through  September 25,
           2001. After September 25, 2001, base salary was increased to $255,000
           per year, payable in semi-monthly installments.  The CEO was eligible
           for additional  bonuses based on the bonus plan for senior management
           established  by the CEO and Board of Directors  for each fiscal year.
           The CEO was to be  granted  and fully  vested in 5% of the  Company's
           total shares of issued stock. The 5% ownership  percentage would have
           applied to all current and future  issuance  of stock.  Although  Mr.
           Jakovac  still  serves  as a  director  of  the  Company,  the  above
           mentioned employment agreement was nullified on December 1, 2001.

           On June 25, 2001,  the Company  entered into a three-year  employment
           agreement  with James W. Handlon to act as Executive  Vice  President
           and Chief Operating  Officer.  The base salary for services  $125,000
           per year, payable in semi-monthly  installments through September 25,
           2001. After September 25, 2001, base salary was increased to $245,000
           per year, payable in semi-monthly  installments.  The COO is eligible
           for additional  bonuses based on the bonus plan for senior management
           established  at the CEO and Board of Directors  for each fiscal year.
           The COO was to be  granted  and fully  vested in 5% of the  Company's
           total shares of issued stock. The 5% ownership  percentage would have
           applied to all current and future  issuances  of stock.  Although Mr.
           Handlon  still  serves  as a  director  of  the  Company,  the  above
           mentioned employment agreement was nullified on December 1, 2001.

           On June 25, 2001,  the Company  entered into a three-year  employment
           agreement  with  Michelle  Mathis to act as the Director of Corporate
           and Legal  Affairs.  The base salary for  services  $50,000 per year,
           payable in  semi-monthly  installments  through  September  25, 2001.
           After September 25, 2001,  base salary $100,000 per year,  payable in
           semi-monthly installments.

                                       45
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 7 -   COMMITMENTS AND CONTINGENCIES (Continued)

           d. Employment Agreements (Continued)

           The Director of Corporate and Legal Affairs  eligible for  additional
           bonuses based on the bonus plan for senior management  established at
           the CEO and Board of Directors for each fiscal year.  The Director of
           Corporate  and Legal Affairs was to be granted and fully vested in 1%
           of the  Company's  total  shares of issued  stock.  The 1%  ownership
           percentage  would have applied to all current and future issuances of
           stock. Although Ms. Mathis still serves as a director of the Company,
           the above mentioned employment agreement was nullified on December 1,
           2001.

           e. PGA Tour Pro Endorsements

           In 2000, Avid Sportswear, Inc. (Avid), the wholly-owned subsidiary of
           Avid Sportswear and Golf Corp.,  entered into individual  Endorsement
           Agreements,  typically for a two-year term,  with individual PGA Tour
           professionals,  whereby the individual is paid an annual fixed fee to
           wear products licensed by Avid at golf and golf-related  events,  and
           be included in advertising and other  promotional  events,  including
           personal appearances.  The fixed fee for the first year was set forth
           in the Agreement, whereas the second year fixed fee was determined by
           that  individual's  final ranking on the official PGA Tour Money List
           at the end of the first year. The  individuals  were also eligible to
           earn a bonus for  performance  on  individual  PGA Tour events and at
           year-end,  based upon the individual's  final ranking of the official
           PGA Tour Money List at the end of each contract  year. The fixed fee,
           bonus incentive,  and required number of personal  appearances varied
           by individual.  The Company has  terminated all of these  endorsement
           agreements  as of  December  31,  2001 and has accrued for the earned
           minimum future guaranteed payments,  of $403,061,  as of December 31,
           2001.

           f. Common Stock Issued Without Restrictive Legend

           The Company's new management  believes that the Company issued shares
           of  common  stock  without  legends  restricting  the  resale of such
           shares.   The  Company's  new  management   believes  that  at  least
           19,225,000  shares of common  stock  have been  resold in the  public
           market in violation of Section 5 of the  Securities  Act of 1933,  as
           amended.  The Company may be liable for  rescission and other damages
           with respect to these sales.

NOTE 8 -   CONCENTRATIONS OF RISK

           a. Cash

           The Company maintains cash accounts at financial institutions located
           in Spring,  Texas.  The accounts  are insured by the Federal  Deposit
           Insurance   Corporation  up  to  $100,000.   The  Company's  balances
           occasionally exceed that amount.

                                       46
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 8 -   CONCENTRATIONS OF RISK (Continued)

           b. Accounts Receivable

           The Company  provided for accounts  receivable as part of operations.
           Management  does not  believe  that the  Company is subject to credit
           risks outside the normal course of business.

           c. Accounts Payable

           The  Company  has one vendor  which  accounts  for 72% and 70% of the
           total   accounts   payable  as  of  December  31,  2001,   and  2000,
           respectively.

NOTE 9 -   CUSTOMERS AND EXPORT SALES

           During  2001,  2000,  and 1999,  the Company  operated  one  industry
           segment which was the manufacturing and marketing of sports apparel.

           The  Company's  financial  instruments  subject  to  credit  risk are
           primarily trade accounts receivable from its customers.

                                                     For the Years Ended
                                                        DECEMBER 31,
                                  --------------------------------------------
                                        2001          2000          1999
                                  --------------  ------------  --------------

           Foreign sales           $          -   $    27,497    $         -
           Domestic sales            20,720,343    11,159,222      2,360,596
                                   ------------   -----------    -----------

                                   $ 20,720,343   $11,186,719    $ 2,360,596
                                   ============   ===========    ===========

           See Note 18 for a discussion of discontinued operations.

NOTE 10 -  DUE FROM FACTOR

           In August  2000,  Avid  Sportswear,  Inc.  (Avid),  the  wholly-owned
           subsidiary  of  Avid  Sportswear  and  Golf  Corp.,  entered  into  a
           factoring,  revolving  credit  and  trade  finance  agreement  with a
           factor.  Under this  agreement  which had an initial term expiring in
           August  2001 and  continuing  on an  annual  basis  thereafter,  Avid
           assigned  substantially all of its accounts receivable to the factor,
           typically on a non-recourse  basis. Avid requested advances up to 75%
           of the eligible net sales and up to 40% of eligible inventory. Due to
           non-compliance  with certain  covenants in 2000,  Avid only  received
           advances against inventory up to 10% of eligible inventory.  Advances
           against inventory could not exceed $2,500,000 at any one order before
           shipment.  All accounts  receivable  at the time of entering into the
           factor  agreement,  the accounts  receivable  from orders  open,  but
           unshipped at the time of entering into the factor agreement,  and any
           orders shipped  without factor credit approval are on a full recourse
           basis.  The factor  charged Avid a fee on the net sales  factored and
           interest on the  amounts  advanced  at the  factor's  index rate plus
           4.29%.

                                       47
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 10 -  DUE FROM FACTOR (Continued)

           The index rate was 6.20% at December  31, 2000,  corresponding  to an
           interest rate of 10.49%. For the year ended,  December 31, 2000, Avid
           paid  $110,537  of  interest  to the  factor.  Avid  was  subject  to
           financial  covenants under the agreement including the requirement to
           maintain a minimum tangible net worth and minimum working capital. At
           December 31, 2000, Avid was in violation of those covenants.

           On May 22,  2001,  the  Company's  factor  provided  notice  that the
           Company's  wholly-owned  subsidiary  was in default of the  factoring
           agreement on account of, among other things,  the  termination of the
           Trademark License Agreement with Levi Strauss & Co. Subsequently,  on
           July 20, 2001, the Company's wholly-owned  subsidiary received notice
           from the factor that the  obligations  under the factoring  agreement
           had  been  paid in  full.  Also  on  July  20,  2001,  the  Company's
           wholly-owned  subsidiary  received  notice  from the factor  that the
           Company's chairman has no further obligations as the guarantor of the
           factoring agreement.  For the year ended December 31, 2001, Avid paid
           $55,904 of interest to the factor.

           Outstanding factored receivables:

                                                    DECEMBER 31,
                                           ------------------------------
                                              2001               2000
                                           ------------      ------------

              Without recourse              $        -       $ 2,565,373
              Full recourse                          -         1,433,982
                                           ------------      ------------

              Total                                  -         3,999,355
                                           ------------      ------------

              Less advances                          -        (3,089,062)
              Less allowance for bad debt            -           (93,630)
                                           ------------      ------------

              Total due from factor         $        -       $   816,663
                                           ============     =============

           The trade finance portion of the agreement provided for the factor to
           open  letters of credit to  facilitate  the  purchase  of  inventory.
           Letters of credit were opened as needed,  subject to factor approval,
           and were secured by the acquired inventories.  Open letters of credit
           could not exceed  $3,500,000 at any time.  The amount of open letters
           of credit was $-0- and  $366,081  at  December  31,  2001,  and 2000,
           respectively.

           Obligations  due to the factor  under the  factoring  agreement  were
           collateralized by a continuing security interest in all of the assets
           of Avid, except fixed assets,  and were guaranteed by the parent. All
           indebtedness  due to the  factor  was  additionally  guaranteed  by a
           shareholder  up to a limit of $375,000.  As noted above,  on July 20,
           2001, the Company was notified by the factor that the shareholder had
           no  further  obligations  as  guarantor  of the  factoring  agreement
           because  the  factoring  agreement  had  been  paid in  full  and was
           terminated.

                                       48
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 11 -  CAPITAL LEASES

           Property and equipment  payments  under capital leases as of December
           31, 2001 and 2000 is summarized as follows:

                       Year End                        DECEMBER 31,
                     December 31,              2001                  2000
                  ----------------          ------------         ------------

                        2002                 $      -             $  68,116
                        2003                        -                56,320
                        2004                        -                21,491
                                            ------------         ------------

              Total minimum lease payments          -               214,043
              Less interest and taxes               -               (46,810)
                                            ------------         ------------

              Present value of net minimum
               lease payments                       -               167,233
              Less current portion                  -               (44,279)
                                            ------------         ------------

              Long-term portion of capital
               lease obligations             $                    $ 122,954
                                            ============         ============

           The Company  defaulted on all three of its capital  leases during the
           year  ended  December  31,  2001.  All  of  the  leased  assets  were
           repossessed  and then  resold.  The  Company  recorded  the  proceeds
           received  from  the  repossession  and  sale of  $7,077  as a loss on
           disposition  of leased assets of $132,397 for the year ended December
           31, 2001.

           The Company  recorded  depreciation  on capitalized  lease  equipment
           expense of $30,576, $13,512, and $0, for the years ended December 31,
           2001, 2000, and 1999, respectively.  This depreciation is included in
           the loss from discontinued operations.

NOTE 12 -  RELATED PARTY TRANSACTIONS

           During the year ended  December 31, 2001,  officers and  directors of
           the Company converted  $948,530 of debt and $137,131 of interest into
           14,236,486 shares of common stock.

           During the year ended December 31, 2001, the Company paid $100,000 in
           full  satisfaction  of a related party debt owed to a former director
           of the Company.

           Effective January 31, 2001, the president of the subsidiary forfeited
           all  1,200,000  shares of common stock  granted to him on January 17,
           2000,  pursuant  to  the  amendment  to  the  president's  Employment
           Agreement.

           On January 30, 2001, the CEO of the Company personally  guaranteed an
           $897,895  account  payable to Sewn  Products  International  from the
           subsidiary in connection with the subsidiary's purchase of inventory.

                                       49
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 12 -  RELATED PARTY TRANSACTIONS (Continued)

           During the year ended  December 31, 2000,  officers and  directors of
           the Company advanced $1,307,723 to the Company under revolving demand
           notes  bearing  interest at 10%.  The  advances  accrued  interest of
           $66,513.  At December  31,  2000,  the  Company  owed  $100,000,  and
           $447,126 to officers and directors of the Company,  and $166,557 to a
           Company controlled by the CEO of the Company. (Note 4)

           During the year ended  December 31, 2000,  officers and  directors of
           the  Company  converted  $676,539  of debt into  2,110,380  shares of
           common stock. Additional interest expense of $153,657 was recorded to
           reflect the conversions below market value.

           During the year ended  December  31,  2000, a director of the Company
           applied $60,523 of a pledged  certificate of deposit for payment on a
           note payable to a bank.

           On January 17, 2000,  the Company issued  1,200,000  shares of common
           stock to the  president  of the  subsidiary  for  services  valued at
           $360,000.

           During the year ended  December 31, 1999,  officers and  directors of
           the Company advanced  $1,479,677 to the Company of which $265,058 was
           repaid during the year, under revolving demand notes bearing interest
           at  10.00%.   The  advances  accrued  interest  were  converted  into
           4,397,936  shares on December  31, 1999.  At December  31, 1999,  the
           Company owed an officer and director $300,000.

           During  the year  ended  December  31,  1999,  the  Company  received
           $253,500 in full  satisfaction of the note receivable - related party
           from December 31, 1998.

           Certain   officers  and  directors  of  the  Company  had  personally
           guaranteed the office lease agreement in Torrance, California and the
           revolving credit and factoring agreement (Note 10).

NOTE 13 -  GOING CONCERN

           The  Company's  financial  statements  are prepared  using  generally
           accepted  accounting  principles  applicable to a going concern which
           contemplates the relation of assets and liquidation of liabilities in
           the normal  course of  business.  However,  the  Company  has current
           liabilities  in  excess  of  current  assets  of  $3,522,459  and has
           generated  significant  losses for the years ended December 31, 2001,
           2000, and 1999.  Additionally,  the Company reentered the development
           stage  on  January  1,  2002,   because  all  operations   have  been
           discontinued.

           Management  believes  that  the  company  will be able  to  obtain  a
           significant  ownership position in a worldwide license to manufacture
           and sell a world recognized brand product in the immediate future. In
           management's  opinion  the  Company  will  need to raise  capital  to
           acquire  the  ownership  position  in the  desired  license  which is
           predicated  on changing  its capital  structure.  The changing of the
           capital structure will require shareholder approval, which management
           believes will be granted in the near future.  There are no assurances
           that the Company will be able to raise the capital required or obtain
           shareholder approval for the change in capital structure

                                       50
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

NOTE 14 -  GOODWILL

           On March 1, 1999, the Company  acquired its  wholly-owned  subsidiary
           Avid Sportswear,  Inc. Goodwill of $2,559,331 was recorded as part of
           the transaction. The balance of goodwill was as follows: DECEMBER 31,
           2001 _ 2000

                                                    DECEMBER 31,
                                           ------------------------------
                                              2001               2000
                                           ------------      ------------

                 Goodwill                    $      -        $ 2,559,331

                 Accumulated amortization           -           (468,861)
                                           ------------      ------------

                                             $      -        $ 2,090,171
                                           ============      ============

           The goodwill was being  amortized over a 10 year period.  As a result
           of the termination of the license  agreements  (discussed in Note 7),
           the  goodwill  associated  with  the  purchase  of  the  wholly-owned
           subsidiary was considered impaired.  An impairment loss of $1,898,520
           has been recognized for the year ended December 31, 2001.  During the
           years ended December 31, 2001,  2000, and 1999, the Company  recorded
           amortization   expense   of   $191,950,   $255,933,   and   $212,928,
           respectively.

NOTE 15 -  LINE OF CREDIT

           In November 2000, the Company signed a Line of Credit  Agreement with
           GMF Holdings (GMF). The Company has engaged May Davis Group,  Inc. to
           act as its exclusive  placement  agent in connection with the Line of
           Credit  Agreement  for the  issuance  and sale of  debentures  by the
           Company.  GMF  agreed to sell to the  Company  up to  $10,000,000  of
           debentures  for a period not to exceed two years.  The Company  could
           make advances no more often than fifteen trading days after the prior
           advance notice date. The advance date occurs when the escrow agent is
           in receipt of funds from the investor (GMF) and the placement agent's
           counsel is in possession of free trading  shares from the Company and
           can  therefore  make an advance.  No advance  date shall be less than
           twenty-five  trading days after an advance  notice  date.  Unless the
           investor agrees in advance,  the maximum  individual advance shall be
           equal to one hundred fifty (150%) percent of the average daily volume
           of the Company's  common stock  multiplied by the purchase price. The
           purchase price was 80% of the market price.

           The market  price was the lowest  closing  bid price over the pricing
           period. The agreement was effective on January 8, 2001, which was the
           date that the  Securities and Exchange  Commission  declared the SB-2
           filed on December 20, 2000 effective. During the years ended December
           31, 2001, and 2000, the Company  received  advances of $874,000,  and
           $300,000 in the form of convertible debentures,  respectively. All of
           the  debentures  were  converted  into common stock during 2001.  The
           Company also converted $16,566 of interest related to the debentures.

           During the years  ended  December  31,  2001,  and 2000,  the Company
           recorded   additional   interest   expense   of   $293,501   and  $0,
           respectively,  to reflect the  beneficial  conversion  feature of the
           debentures.

                                       51
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 16 -  DILUTIVE INSTRUMENTS

           a. Stock Options

           The Company applied  Accounting  Principles  Board ("APB") Option 25,
           "Accounting   for   Stock   Issued   to   Employees,"   and   related
           interpretations  in accounting for all stock option plans.  Under APB
           Option 25,  compensation cost is recognized for stock options granted
           to  employees  when the option price is less than the market price of
           the underlying common stock on the date of grant.

           FASB Statement 123, "Accounting for Stock-Based  Compensation" ("SFAS
           No. 123"),  which  requires the Company to estimate the fair value of
           each  dilutive  instrument  award  at the  grant  date by  using  the
           Black-Scholes option pricing model.

           A Summary of the  Company's  outstanding  stock  options and weighted
           average  assumptions  used for  grants  as of  December  31,  2001 is
           presented below:

<TABLE>
<CAPTION>
                                    Vesting
                        Date of     Require-   Exercise   Exercise    Trading     Amount
    Description          Grant       Ments      Number     Price       Price    Exercised
--------------------- ----------  ----------- ---------- ----------  ---------  ---------
<S>                 <C>         <C>         <C>        <C>         <C>       <C>

1) Lone Star Capital   08/14/00    Immediate   175,000    $  0.35     $  0.31         -
2) D. Aganost          08/09/00    Immediate   200,000    $  0.35     $  0.38         -
3) D. Blakely          08/09/00    Immediate   100,000    $  0.35     $  0.38         -
                                               -------                          ---------

                                               475,000                                -
                                               =======                          =========

                                  Risk-Free
                       Expiration  Interest   Expected    Expected    Expected  Compensation
    Description           Date       Rate       Life     Volatility   Dividends    Expense
--------------------  ----------- ----------  --------   ----------   --------- -------------
1) Lone Star Capital    08/14/10    6.00%         2        182.84%        0      $  43,922
2) D. Aganost           08/09/10    6.79%         5        182.83%        0         72,506
3) D. Blakely           08/09/10    6.79%         5        182.83%        0         36,253
                                                                                 ---------
                                                                                 $ 152,681
                                                                                 =========
</TABLE>

           b. Unqualified Stock Options

           In January 2000, the Company granted options to purchase an aggregate
           of 1,864,477  shares of its common stock to employees  and  directors
           for services rendered.

                                       52
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 16 -  DILUTIVE INSTRUMENTS (Continued)

           b. Unqualified Stock Options (Continued)

           FASB Statement 123, "Accounting for Stock-Based  Compensation" ("SFAS
           No.  123")  requires  the  Company to provide  pro forma  information
           regarding  net income  and net  income  per share as if  compensation
           costs for the Company's stock option plans and other stock awards had
           been  determined  in  accordance  with the fair  value  based  method
           prescribed  in SFAS No. 123. The Company  estimates the fair value of
           each stock award at the grant date by using the Black-Scholes  option
           pricing model with the following  weighted  average  assumptions used
           for  grants,  respectively;  dividend  yield of zero  percent for all
           years;  expected  volatility  of 96 percent for all years;  risk-free
           interest rates of 5.87 percent and expected lives of 5 years.

           Under the  accounting  provisions  of SFAS No. 123, the company's net
           income would have been  decreased by the pro forma amounts  indicated
           below:

                                           2001          2000         1999
                                       ------------  ------------  -----------

           Net loss:
               As reported            $ (6,188,239) $ (8,661,554)  $(5,035,978)
               Pro forma              $ (6,188,239) $ (8,911,124)  $(5,035,978)

           Net income per share:
               As reported            $      (0.06) $      (0.23)  $     (0.25)
               Pro forma              $      (0.06) $      (0.24)  $     (0.25)

           c. Warrants

           A summary of the Company's  outstanding warrants and weighted average
           assumptions  used for grants as of  December  31,  2001 is  presented
           below:

<TABLE>
<CAPTION>
                                            Vesting
                             Date of       Require-       Exercise       Exercise        Trading        Amount
     Description              Grant          Ments         Number          Price          Price        Exercised
 --------------------      -----------   ------------   ------------   ------------    -----------    -----------
<S>                         <C>          <C>            <C>              <C>             <C>          <C>

1) May Davis Group          12/29/00     Immediately      1,680,000      $   0.35        $  0.13              -
2) Persia Consulting        12/29/00     Immediately        320,000      $   0.35        $  0.13              -
3) J. McKee                 12/31/99     Immediately        285,714      $   1.50        $  0.38              -
4) D. Paetz                 12/31/99     Immediately        100,000      $   0.50        $  0.38              -
5) Tarpon Scurry            01/08/99     Immediately         39,000      $   0.01        $  1.77              -
                                                        -------------                                 ----------
                                                          2,424,714                                           -
                                                        =============                                 ==========
</TABLE>

                                       53
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 16 -  DILUTIVE INSTRUMENTS (Continued)

           c. Warrants (Continued)

<TABLE>
<CAPTION>
                                        Risk-Free
                           Expiration   Interest    Expected    Expected      Expected     Compensation
     Description              Date        Rate       Life      Volatility     Dividends       Expense
----------------------    ------------ ----------- ---------- ------------  ------------  --------------
<S>                         <C>          <C>         <C>        <C>             <C>         <C>

1) May Davis Group          12/29/10     5.13%         3         173.61%          0          $155,865
2) Persia Consulting        12/29/10     5.13%         3         173.61%          0            29,689
3) J. McKee                 08/23/09     5.87%         5         100.63%          0            63,074
4) D. Paetz                 08/01/03     5.87%         5         100.63%          0            28,194
5) Tarpon Scurry            01/08/04     5.69%         3          86.94%          0            53,235
                                                                                             --------
                                                                                             $330,057
                                                                                             ========
</TABLE>

NOTE 17 -  OPTION TO PURCHASE LICENSE

           During the year ended December 31, 2001, the Company paid $150,000 to
           an advisory company related to a consultant as a deposit on an option
           to  acquire  a 50%  ownership  position  in a  worldwide  license  to
           manufacture and sell a world recognized brand product.

           During the year ended  December 31, 2001,  the Company also  advanced
           the  advisory  company  $300,000  in order to cover the  expenses  in
           securing  the  option.   The  advance  is  due  upon  demand  and  is
           non-interest bearing.

NOTE 18 -  DISCONTINUED OPERATIONS

           Effective  November  30,  2001,  the  Company  ceased all  operations
           relating to the manufacture  and sale of golf wear related  products.
           This  discontinuation  of operations  included all  operations of the
           company and its subsidiaries  with the exception of Vida, Inc., which
           continues to operate on a limited  basis.  The  financial  statements
           have been  retroactively  restated  to  reflect  this  event.  No tax
           benefit has been attributed to the discontinued operations.

           As a result of the  discontinuation of operations and as discussed in
           Note 11,  the  Company  defaulted  on all  three  of its  outstanding
           capital  leases.  All of the leased assets were  repossessed and then
           resold by the leasing companies. The Company received $7,077 from the
           proceeds of the sale.  The remaining book value of the leased assets,
           of  $132,397,  was  written  off as a loss on  disposition  of leased
           assets of $132,397.  The Company then sold all of its remaining fixed
           assets,  which had a net book  value,  as of the  disposal  date,  of
           $710,635,  for $44,025 and recorded a loss on sale of fixed assets of
           $666,610.

                                       54
<PAGE>

                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999


NOTE 18 - DISCONTINUED OPERATIONS (Continued)

         The  Company,  as  discussed  in Note  14,  has  also  written  off all
         unamortized  goodwill.  An  impairment  loss  of  $1,898,520  has  been
         recognized for the year ended December 31, 2001.

         The  following  is a summary of the loss from  discontinued  operations
         resulting from the elimination of all operations, with the exception of
         Vida, Inc.

<TABLE>
<CAPTION>
                                                                                For the Years Ended
                                                                                     December 31,
                                                          ------------------------------------------------------------------
                                                                   2001                   2000                  1999
                                                          ---------------------   --------------------   -------------------
<S>                                                        <C>                     <C>                    <C>
          SALES, NET                                       $        20,720,343     $       11,186,719     $       2,682,417
                                                          ---------------------   --------------------   -------------------
          COST OF SALES                                             14,322,676              9,951,682             1,854,985
                                                          ---------------------   --------------------   -------------------
          GROSS MARGIN                                               6,397,667              1,235,037               827,432
                                                          ---------------------   --------------------   -------------------
          EXPENSES

             Shipping expenses                                         264,159                498,974               153,848
             Design expenses                                           158,271                416,552               156,358
             Selling expenses                                        2,701,426              2,833,363               966,065
             Depreciation and amortization expense                     407,259                463,936               369,072
             General and administrative                              5,739,741              5,247,097             3,803,463
             Bad debt                                                  524,033                  6,840                57,039
             Loss on impairment on goodwill                          1,898,520                      -                     -
             Loss on disposition of leased assets                      132,397                      -                     -
             Loss on sale of equipment                                 666,610                 39,827                     -
                                                          ---------------------   --------------------   -------------------
                         Total Operating Expenses                   12,492,416              9,506,589             5,505,845
                                                          ---------------------   --------------------   -------------------
          OPERATING LOSS                                            (6,094,749)            (8,271,552)           (4,678,413)
                                                          ---------------------   --------------------   -------------------

          OTHER INCOME (EXPENSE)
             Interest expense                                         (503,979)              (390,002)             (438,269)
             Interest income                                                 -                      -                80,704
                                                          ---------------------   --------------------   -------------------
                         Total Other Income (Expense)                 (503,979)              (390,002)             (357,565)
                                                          ---------------------   --------------------   -------------------

          NET LOSS BEFORE
             EXTRAORDINARY ITEM                                     (6,598,728)            (8,661,554)           (5,035,978)

          EXTRAORDINARY GAIN                                            41,988                      -                     -
                                                          ---------------------   --------------------   -------------------
          NET LOSS FROM DISCONTINUED
             OPERATIONS                                    $        (6,556,740)    $       (8,661,554)    $      (5,035,978)
                                                          =====================   ====================   ===================


                   The accompanying notes are integral to the consolidated financial statements.
</TABLE>

                                                        55


ITEM 8.    CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  OR  ACCOUNTING  AND
           FINANCIAL DISCLOSURE.

           None.

ITEM 9.    DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
           COMPLIANCE WITH SECTION 1B(A) OF THE EXCHANGE ACT.

           Information  concerning our current executive  officers and directors
           is set forth in the following table:

         NAME:                    AGE:       POSITION:
         -----                    ----       ---------

         Frank Jakovac             52        President, Chief Executive Officer
                                             and Director
         James Handlon             56        Director
         Michelle Mathis           42        Director

     FRANK  JAKOVAC.  Mr.  Jakovac  has over 20 years of  Fortune  500 and small
growth company business experience. Mr. Jakovac was previously the President and
Chief Executive  Officer of Memorex Finance Company,  Chairman of Gateway Group,
Inc. and President and Chief Executive Officer of Adriatic Ventures, Inc. During
the past 5 years,  Mr.  Jakovac has been  involved in the  management of private
companies.

      JAMES HANDLON Mr. Handlon has over 20 years of experience  with Fortune 50
and "big five" companies. Mr. Handlon's prior experience includes positions with
the Marriott  Corporation,  Ernst & Young Consulting,  Towers Perrin and Digital
Commerce.

     MICHELLE  MATHIS Ms.  Mathis is a  strategic  business  attorney  with over
fifteen  years  experience  in the legal  profession.  Ms.  Mathis has served as
In-House  Counsel  and  Director of Legal  Affairs  for  several  privately-held
corporations.  In addition, Ms. Mathis has served in an advisory capacity in the
governmental  federal corporate  restructuring of savings and loans.  During the
past 5 years, Ms. Mathis has been in private legal practice.

      On September 24, 2001,  Mr. Earl  Ingarfield  resigned as Chief  Executive
Officer and Chairman of the Board of Directors of Avid.

      On  December 1, 2001,  Mr.  Michael  LaValliere  resigned as a Director of
Avid.

      On May 17, 2001,  Mr. Barnum Mow resigned as Chief  Executive  Officer and
President of our wholly-owned subsidiary and as a Director of Avid.

      On August 16, 2001, Mr. Jerry Busiere resigned as Chief Financial  Officer
and a Director of Avid.

                                       55
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.
          ----------------------

      The following table provides  information  about the compensation  paid by
Avid to its Chief Executive Officer and all other current executive officers who
were  serving as  executive  officers at the end of 2001,  2000 and 1999 and who
received in excess of $100,000:

<TABLE>
<CAPTION>
                                           ANNUAL
                                        COMPENSATION                             LONG-TERM COMPENSATION
                                 ---------------------------------------------------------------------------------------------
                                                                                 RESTRICTED    SECURITIES
                                                                 OTHER ANNUAL      STOCK       UNDERLYING      ALL OTHER
                                           SALARY      BONUS     COMPENSATION     AWARD(S)       OPTIONS     COMPENSATION
NAME AND PRINCIPAL POSITION(S)   YEAR       ($)        ($)           ($)             ($)          (#S)            ($)
<S>                              <C>      <C>         <C>       <C>             <C>           <C>             <C>

Frank Jakovac(1)                 2001     $72,917          --             --             --            --              --
President, Chief Executive       2000          --          --             --             --            --              --
Officer and Director             1999          --          --             --             --            --              --

Earl T. Ingarfield(2)            2001    $216,667          --             --             --            --              --
Former Chief Executive Officer,  2000    $325,000          --             --             --            --              --
President and Chairman of the
Board of Directors               1999          --          --             --             --            --              --

Barnum Mow(3)                    2001    $152,692          --             --             --            --              --
Former President of Avid         2000    $300,000          --             --             --(4)         --(5)           --
Sportswear, Inc.                 1999     $70,577     $25,000             --             --            --              --

David Roderick, Executive        2001     $82,958          --             --             --            --              --
Former Vice-President of         2000    $150,000          --      12,500(6)             --            --              --
Merchandising and Design of
Avid Sportswear, Inc.            1999    $150,000          --      12,500(6)             --            --              --
</TABLE>

  _____________________

  (1)  Mr. Jakovac became  President,  Chief Executive Officer and a Director of
       Avid in June 2001.

  (2)  Mr. Ingarfield became Chief Executive Officer,  President and Chairman of
       the Board of Directors of Avid in June,  1998. On September 24, 2001, Mr.
       Ingarfield  resigned as Chief Executive Officer and Chairman of the Board
       of Directors of Avid.

  (3)  Mr.  Mow  became  Chief   Executive   Officer  and  President  of  Avid's
       wholly-owned  subsidiary on September 17, 1999. On May 17, 2001,  Mr. Mow
       resigned as Chief Executive Officer and President of Avid's  wholly-owned
       subsidiary and as a Director of Avid.

  (4)  On January 17, 2000, Avid issued  1,200,000 shares of Avid's common stock
       to Mr. Mow. These shares were  forfeited  pursuant to an amendment to Mr.
       Mow's employment agreement effective January 31, 2001.

  (5)  On January 17, 2001,  Avid  granted  864,477  options to purchase  Avid's
       common stock. All of these options were terminated effective May 17, 2001
       pursuant  to  Mr.  Mow's  resignation  as  Chief  Executive  Officer  and
       President of Avid's wholly-owned subsidiary and as a Director of Avid.

  (6)  Mr.  Roderick's other annual  compensation  consists of a company car and
       automobile insurance.

EMPLOYMENT AGREEMENTS

      On June 25, 2001, Avid entered into a three-year employment agreement with
Frank J. Jakovac,  to act as President  and Chief  Executive  Officer.  The base
salary for services was $127,500 per year, payable in semi-monthly  installments
through  September 25, 2001.  After September 25, 2001, base salary was $255,000
per year,  payable in semi-monthly  installments.  An initial bonus of 1,250,000
shares of common stock at $0.01 per share vested immediately,  and $25,000 to be
paid upon  signing new  business  equaling  or greater  than  $1,000,000  of new
revenue.  Mr. Jakovac was granted and fully vested in 5% of the Company's  total
shares of issued  stock.  Avid was  unable to honor its  obligations  under this
employment  agreement and as a result,  Avid and Mr. Jakovac  mutually agreed to

                                       57
<PAGE>

terminate the agreement as of December 1, 2001. Mr.  Jakovac  received no shares
of common stock or options pursuant to the employment agreement.

      On June 25, 2001, Avid entered into a three-year employment agreement with
James W. Handlon to act as Executive Vice-President and Chief Operating Officer.
The base salary for  services was  $125,000  per year,  payable in  semi-monthly
installments  through  September 25, 2001. After September 25, 2001, base salary
was $245,000 per year, payable in semi-monthly installments. An initial bonus of
1,250,000  shares of common  stock at $0.01 per share  vested  immediately,  and
$25,000 to be paid upon signing new business equaling or greater than $1,000,000
of new revenue.  Mr. Handlon was granted and fully vested in 5% of the Company's
total shares of issued  stock.  Avid was unable to honor its  obligations  under
this employment  agreement and as a result, Avid and Mr. Handlon mutually agreed
to terminate the agreement.  Mr.  Handlon  received no shares of common stock or
options pursuant to the employment agreement as of December 1, 2001.

      On June 25, 2001, Avid entered into a three-year employment agreement with
Michelle Mathis to act as the Director of Corporate and Legal Affairs.  The base
salary for services was $50,000 per year,  payable in semi-monthly  installments
through  September 25, 2001.  After September 25, 2001, base salary was $100,000
per year,  payable in  semi-monthly  installments.  An initial  bonus of 800,000
shares of common stock at $0.01 per share vested immediately,  and $10,000 to be
paid upon  signing new  business  equaling  or greater  than  $1,000,000  of new
revenue.  Ms. Mathis was granted and fully vested in 1% of the  Company's  total
shares of issued  stock.  Avid was  unable to honor its  obligations  under this
employment  agreement and as a result,  Avid and Ms. Mathis  mutually  agreed to
terminate  the  agreement.  Ms.  Mathis  received  no shares of common  stock or
options pursuant to the employment agreement as of December 1, 2001.

      On February 29, 2000, Avid entered into a three-year  employment agreement
with Mr. Ingarfield.  Pursuant to this agreement, Mr. Ingarfield was employed as
the Chief Executive  Officer and President of Avid. Mr. Ingarfield had an annual
base  salary of  $325,000,  plus  annual  cost of living  adjustments  and other
increases to be determined  by the Board of Directors.  Except in the event of a
change of control or other special  circumstance,  Mr. Ingarfield's salary (less
employment  taxes) was to be paid  quarterly  in Avid's stock on the last day of
each calendar quarter. In addition,  Mr. Ingarfield was to be entitled to annual
incentive  bonus  compensation  in an  amount to be  determined  by the Board of
Directors.  Mr.  Ingarfield was entitled to a company car. In the event that Mr.
Ingarfield's  employment  was  terminated  by  Avid  without  "cause"  or by Mr.
Ingarfield  for "good  reason"  (which  includes  a change of  control),  he was
entitled to receive all accrued or earned but unpaid  salary,  bonus (defined as
an amount  equal to the prior  years'  bonus) and benefits for the lesser of the
balance of the term or three years. In addition,  Mr. Ingarfield was entitled to
certain  relocation  expenses incurred in a change of principal  residence.  The
agreement  provided  that Mr.  Ingarfield  will not compete with Avid during his
employment and for two years thereafter  unless his employment was terminated by
Avid without "cause" or by Mr.  Ingarfield for "good reason." Mr. Ingarfield has
demand and piggy-back registration rights with respect to his stock in Avid. Mr.
Ingarfield  may require Avid to file a  registration  statement  with respect to
this  stock on an  annual  basis.  Mr.  Ingarfield's  employment  with  Avid was
terminated on September 24, 2001.

      Avid's  wholly-owned  subsidiary  entered  into  a  three-year  employment
agreement with Barnum Mow, commencing  September 17, 1999. Mr. Mow resigned from
employment  with  Avid on May 17,  2001.  On July  26,  2001,  Avid  and  Avid's
wholly-owned  subsidiary  were named in litigation with Mr. Mow. Mr. Mow filed a
complaint  against Avid and Avid's  wholly-owned  subsidiary  alleging breach of
contract,  breach  of  implied  covenant  of good  faith  and fair  dealing  and
violation  of Labor  Code ss.  227.3.  Mr.  Mow seeks  damages  in the amount of
$444,307.00,   prejudgment  interest  thereon,   costs  of  suit  incurred,  and
attorney's fees and costs according to statute. Due to the preliminary status of
the lawsuit,  it is not possible to evaluate the  likelihood  of an  unfavorable

                                       58
<PAGE>

outcome or estimate of potential loss.

      Avid's  wholly-owned  subsidiary also entered into a five-year  employment
agreement with David Roderick,  effective January 1, 1999. Mr. Roderick resigned
from  employment  with Avid on May 29,  2001.  On September  26, 2001,  Avid and
Avid's wholly-owned subsidiary were named in litigation with David Roderick. Mr.
Roderick  filed a  complaint  against  Avid and Avid's  wholly-owned  subsidiary
alleging fraud, negligent  misrepresentation,  unjust enrichment,  and breach of
written  contract.  Mr.  Roderick  seeks  damages in an amount  proven at trial,
punitive  damages  in an amount  proven at trial,  costs of suit  incurred,  and
attorney's  fees.  Due to the  preliminary  status  of  the  lawsuit,  it is not
possible to evaluate the  likelihood of an  unfavorable  outcome or estimate the
extent of potential loss.

AVID'S 2000 STOCK INCENTIVE PLAN

      On January 17, 2000,  Avid adopted its 2000 Stock  Incentive  Plan,  under
which  the  Company's  key  employees,  consultants,   independent  contractors,
officers and directors are eligible to receive grants of stock or stock options.
It is  presently  administered  by  the  Board  of  Directors.  Subject  to  the
provisions  of the  incentive  plan,  the Board of Directors  has full and final
authority to select the  individuals  to whom options will be granted,  to grant
the  options and  determine  the terms and  conditions  and the number of shares
issued pursuant thereto.

      The maximum term of any option  granted  under the  incentive  plan is ten
years,  except that with respect to incentive  stock options granted to a person
possessing  more than ten percent of the total combined  voting power of all our
classes of stock,  the maximum term of such options is five years.  The exercise
price of incentive  stock options under the  incentive  plan is the  fair-market
value of the stock  underlying the options on the date of grant and, in the case
of an incentive stock option granted to a ten-percent shareholder,  the exercise
price  must be at least 110% of the  fair-market  value of our stock at the time
the option is granted.

      On January 17, 2000, Avid granted stock options as follows:

                            NO. OF
      NAME:                 SHARES:   EXERCISE PRICE:   EXPIRATION:
      -------------------  --------- ----------------- -------------------
      Earl T. Ingarfield    200,000       $0.30         January 16, 2010

      Thomas Browning       200,000       $0.30         January 16, 2010

      Michael LaValliere    200,000       $0.30         January 16, 2010

      Steven Ponsler        200,000       $0.30         January 16, 2010

      Jeff Abrams           200,000       $0.30         January 16, 2010

      These options were granted in exchange for these individuals' agreement to
personally  guaranty  certain  obligations  of Avid,  including  leases  for its
facilities.  Avid does not  believe  that it could have  obtained  these  leases
without the personal guarantees.  Subsequently,  in August, 2000, the options to
Messrs.  Ponsler and Abrams were  cancelled  when Avid's senior lender  required
payment of its loan  facility  to Avid and such  payment  was made solely by Mr.
LaValliere and Lido Capital Corporation.

RESTRICTED STOCK GRANT

      On January 17, 2000, Avid granted Barnum Mow, Chief Executive  Officer and
President of Avid's wholly-owned subsidiary, 1.2 million shares of Avid's common
stock,  in part,  to provide an economic  incentive  to maximize  our  financial
results.  These shares were restricted shares; all shares were vested upon grant
and none were subject to any restrictions.  These shares were forfeited pursuant
to an amendment to Mr. Mow's employment agreement effective January 31, 2001.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          --------------------------------------------------------------

BENEFICIAL OWNERS

      As of  April  1,  2002,  other  than  (i) the  persons  identified  in the
following table and (ii) the directors and executive officers  identified in the
table under  "Directors and Executive  Officers"  section below, no person owned
beneficially more than five percent (5%) of our common stock.

                                       59
<PAGE>

                                                  SHARES
                                               BENEFICIALLY          PERCENT
NAME AND ADDRESS             TITLE OF CLASS       OWNED            OF CLASS(1)
--------------------------   ---------------- -----------------   ------------
Lido Capital Corporation     Common Stock       16,756,017            11.23%

_______________________

(1)   Applicable percentage is based on 148,933,309 shares outstanding, plus any
      securities convertible or exchangeable into shares of common stock for the
      purpose of computing the percentage ownership of such person only.

DIRECTORS AND EXECUTIVE OFFICERS OF AVID

      The  following  table shows the amount of our capital  stock  beneficially
owned  by our  directors,  the  executive  officers  and by  all  directors  and
executive  officers as a group as of April 1, 2002. Unless otherwise  indicated,
beneficial  ownership  is direct and the person  indicated  has sole  voting and
investment power. As of April 1, 2002, we had 148,933,309 shares of common stock
outstanding.

                                          BENEFICIALLY
NAME AND ADDRESS                          OWNED SHARES     PERCENT OF CLASS(1)

Frank Jakovac                               400,000(2)                    *
834 Ridge Avenue
Pittsburgh, Pennsylvania  15212

James Handlon                                 - 0 -                    0.0%
834 Ridge Avenue
Pittsburgh, Pennsylvania  15212

Michelle Mathis                               - 0 -                    0.0%
834 Ridge Avenue
Pittsburgh, Pennsylvania  15212

All officers and directors as a
 group (3 persons)                          400,000                       *

_______________________

*     Less than 1%.

(1)   Applicable  percentage  of  ownership  is based on  148,933,309  shares of
      common  stock  outstanding,  together  with  applicable  options  for each
      shareholder.  Beneficial  ownership is determined  in accordance  with the
      rules of the  Securities and Exchange  Commission  and generally  includes
      voting or investment  power with respect to  securities.  Shares of common
      stock subject to options that are  currently  exercisable  or  exercisable
      within 60 days of April 1, 2002 are deemed to be beneficially owned by the
      person holding such options for the purpose of computing the percentage of
      ownership  of such  person,  but are not  treated as  outstanding  for the
      purpose of computing the percentage ownership of any other person.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         ----------------------------------------------

      LOANS. From time to time Avid has entered into related party  transactions
primarily  to finance the  operations  of the Company.  Avid has borrowed  money
periodically from Messrs. Ingarfield, Browning and LaValliere. Some of the loans
described  below  have  been  made  by  Lido  Capital  Corporation,   an  entity
wholly-owned by Mr.  Ingarfield.  Because Mr.  Ingarfield has exclusive  control
over Lido Capital  Corporation,  all loans from Mr.  Ingarfield and Lido Capital
Corporation  are reflected as loans from Mr.  Ingarfield.  Below is a summary of
all loans to and from related parties since January 1, 2000:

                                       60
<PAGE>

      o    In January 2000, Mr. Ingarfield loaned Avid a total of $557,562,  Mr.
           LaValliere  loaned Avid a total of $125,000 and Mr.  Browning  loaned
           Avid a total of $200,000.

      o    In February  2000,  Avid issued  1,200,000  shares of common stock to
           Barnum Mow in consideration of his employment.

      o    In February  2000,  Mr.  Ingarfield  loaned Avid a total of $182,000.
           Pursuant to the terms of his convertible  demand note, on January 25,
           2000, Mr. Ingarfield  elected to convert $247,562 into 825,207 shares
           of common stock at a conversion  price of $0.30 per share,  or 80% of
           the closing  price on that date.  Also on that date,  Mr.  LaValliere
           elected to convert  $125,000 into 416,667 shares of common stock at a
           conversion price of $0.30 per share.

      o    On February 1, 2000, Mr. Ingarfield  elected to convert $236,498 into
           695,583  shares of common  stock at a  conversion  price of $0.34 per
           share, or 80% of the closing price on that date.

      o    In March 2000, Mr. Ingarfield loaned Avid a total of $119,462.

      o    In April 2000, Avid repaid $372,964 to Mr. Ingarfield.  Also in April
           2000, Avid loaned a total of $201,706 to Mr. Ingarfield upon the same
           terms as the funds previously borrowed from Mr. Ingarfield.

      o    In May 2000, Avid loaned a total of $8,500 to Mr. Ingarfield.

      o    In June 2000, Mr. LaValliere  elected to tender a $60,523  receivable
           owed to him by Avid under the terms of the private placement offering
           in exchange for 172,923 shares of common stock. In addition,  in June
           2000, Avid loaned Mr. Ingarfield a total of $207,000.

      o    In July 2000, Mr.  Ingarfield  repaid all of the indebtedness owed by
           him to Avid.  In  addition,  Mr.  Ingarfield  loaned  Avid a total of
           $111,425.

      o    In August  2000,  the  outstanding  balance of Avid's loan with First
           State  Bank,   including  all  collateral   security  and  guarantees
           associated  therewith,  were  assigned  to Mr.  LaValliere  and  Lido
           Capital  Corporation  in  consideration  of  payment  in  full of all
           outstanding indebtedness to First State Bank. The outstanding amounts
           owed to Mr.  LaValliere and Lido Capital  Corporation are convertible
           into  common  stock of Avid under the terms of the  December  1, 1999
           convertible demand notes.

      SALE OF STOCK. In addition to the loans  referenced  above,  Avid has sold
common stock to Earl Ingarfield and Michael  LaValliere in order to help finance
the Company's operations.  Below is a summary of all sales or issuance of common
stock to such persons since January 1, 2000:

      o    In January 2000,  Avid issued 825,207 shares to Mr.  Ingarfield  upon
           the conversion of $247,562 of indebtedness  and 416,667 shares to Mr.
           LaValliere  upon the  conversion  of  $125,000  of  indebtedness.  On
           February  1, 2000,  Mr.  Ingarfield  elected to convert  $236,498  of
           indebtedness  into  695,583  shares of common  stock at a  conversion
           price of $0.34 per share.

      o    In June 2000, Mr. LaValliere  elected to tender a $60,523  receivable
           owed to him by Avid under the terms of the private placement offering
           in exchange for 172,923 shares of common stock.

      OTHER. In addition to the transactions listed above, Avid entered into the
following transactions with related parties:

      o    On January 17, 2000,  Avid granted  options to purchase up to 200,000
           shares,  or a total of 1,000,000  shares,  of common stock to each of
           Messrs. Ingarfield, Browning, LaValliere, Ponsler and Abrams. Messrs.
           Ponsler and Abrams are  shareholders  of Avid.  The purchase price of
           these options was $0.30 per share,  or $0.075 per share less than the

                                       61
<PAGE>

           closing  price on January 17,  2000.  These  options  were granted in
           exchange  for these  individuals  agreement  to  personally  guaranty
           certain  obligations of Avid,  including  leases for its  facilities.
           Avid's  management  did not believe that it could have obtained these
           leases without the personal guarantees.  Subsequently, the options to
           Messrs.  Ponsler and Abrams were  cancelled when Avid's senior lender
           required  payment of its loan  facility to Avid and such  payment was
           made solely by Mr. LaValliere and Lido Capital Corporation.

      o    On January 17,  2000,  Avid  granted  Mr. Mow 1.2  million  shares of
           restricted  stock in Avid.  These shares were valued at $360,000,  or
           $0.30 per share. In addition, Mr. Mow was granted options to purchase
           864,477 shares of stock at $0.375 per share.  The 1,200,000 shares of
           Avid's common stock granted on January 17, 2000 were forfeited by Mr.
           Mow  pursuant  to an  amendment  to Mr.  Mow's  employment  agreement
           effective January 31, 2001.

ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K.
          ---------------------------------------

         (a)  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.   DESCRIPTION                                      LOCATION
-----------   -----------                                      --------
<S>           <C>                                              <C>
    2.01      Stock Purchase and Sale Agreement dated as of    Incorporated by reference to Exhibit 2.01 to the
              December 18, 1998 among Avid, Avid Sportswear,   Registrant's Registration Statement on Form 10-SB
              Inc. and the shareholders of Avid Sportswear,    (the "Registration Statement")
              Inc.

    3.01      Articles of Incorporation filed on September     Incorporated by reference to Exhibit 3.01 to the
              19, 1997 with the Nevada Secretary of State      Registration Statement

    3.02      Amended Articles of Incorporation filed on May   Incorporated by reference to Exhibit 3.02 to the
              12, 1999 with the Nevada Secretary of State      Registration Statement

    3.03      Certificate of Amendment to Articles of          Incorporated by reference to Exhibit 3.03 to the
              Incorporation filed on May 27, 1999 with the     Registration Statement
              Nevada Secretary of State

    3.04      Amended Articles of Incorporation filed on       Incorporated by reference to Exhibit 3.04 to the
              December 29, 2000 with the Nevada Secretary of   Registration Statement
              State

    3.05      Bylaws                                           Incorporated by reference to Exhibit 3.05 to the
                                                               Registration Statement

    4.01      2000 Stock Incentive Plan                        Incorporated by reference to Exhibit 4.01 to
                                                               Amendment No. 2 to the Registration Statement.

   10.01      Agreement dated as of December 8, 1998 between   Incorporated by reference to Exhibit 10.01 to the
              the Championship Committee Merchandising         Registration Statement
              Limited and Avid Sportswear Inc.

   10.02      Lease dated as of March 1, 1999 between F & B    Incorporated by reference to Exhibit 10.02 to the
              Industrial Investments, LLC and Avid             Registration Statement
              Sportswear, Inc.

   10.03      Lease dated as of April 30, 1999 between Links   Incorporated by reference to Exhibit 10.03 to the
              Associates, Ltd. and Avid                        Registration Statement

   10.04      Employment Agreement dated as of September 11,   Incorporated by reference to Exhibit 10.04 to the
              1999 between Barnum Mow and Avid Sportswear,     Registration Statement
              Inc.

                                       62
<PAGE>

   10.05      Trademark License Agreement dated as of May      Incorporated by reference to Exhibit 10.05 to
              10, 1999 between Levi Strauss & Co. and Avid     Amendment No. 2 to the Registration Statement
              Sportswear, Inc.

   10.06      Employment Agreement dated as of January 1,      Incorporated by reference to Exhibit 10.06 to the
              1999 between David E. Roderick and Avid          Registration Statement
              Sportswear, Inc.

   10.07      Promissory Note in the original principal        Incorporated by reference to Exhibit 10.07 to the
              amount of $180,000 dated as of June 4, 1999      Registration Statement
              from Avid to First State Bank

   10.08      Commercial Security Agreement dated as of        Incorporated by reference to Exhibit 10.08 to the
              November 17, 1999 between First State Bank and   Registration Statement
              Avid

   10.09      Promissory Note dated as of November 17, 1999    Incorporated by reference to Exhibit 10.09 to the
              in the original principal amount of $1,000,000   Registration Statement
              given by Avid to First State Bank

   10.10      Business Loan Agreement dated as of November     Incorporated by reference to Exhibit 10.10 to the
              17, 1999 between First State Bank and Avid       Registration Statement

   10.11      Convertible Revolving Demand Note dated as of    Incorporated by reference to Exhibit 10.11 to
              December 1, 1999 in the original principal       Amendment No. 2 to the Registration Statement
              amount of $550,000 given by Avid to Earl
              Ingarfield

   10.12      Convertible Revolving Demand Note dated as of    Incorporated by reference to Exhibit 10.12 to
              December 1, 1999 in the original principal       Amendment No. 2 to the Registration Statement
              amount of $1,000,000 given by Avid to Lido
              Capital Corporation

   10.13      Convertible Revolving Demand Note dated as of    Incorporated by reference to Exhibit 10.13 to
              December 1, 1999 in the original principal       Amendment No. 2 to the Registration Statement
              amount of $125,000 given by Avid to Michael E.
              LaValliere

   10.14      Convertible Revolving Demand Note dated as of    Incorporated by reference to Exhibit 10.14 to
              December 1, 1999 in the original principal       Amendment No. 2 to the Registration Statement
              amount of $500,000 given by Avid to Thomas
              Browning

   10.15      Promissory Note dated as of December 23, 1999    Incorporated by reference to Exhibit 10.15 to
              in the original principal amount of $200,000     Amendment No. 2 to the Registration Statement
              given by Avid to Daniel Paetz

   10.16      Executive Employment Agreement effective as of   Incorporated by reference to Exhibit 10.16 to
              February 1, 2000 between Avid and Earl T.        Amendment No. 2 to the Registration Statement
              Ingarfield

   10.17      Consulting Agreement dated as of June 22, 2000   Incorporated by reference to Exhibit 10.17 to the
              between Persia Consulting Group, Inc. and Avid   Registrant's Registration Statement on Form SB-2

   10.18      Form of Factoring Agreement between Avid and     Incorporated by reference to Exhibit 10.18 to the
              GE Capital Commercial Services, Inc.             Registrant's Quarterly Report on Form 10-QSB for
                                                               the quarterly period ended September 30, 2000

                                       63
<PAGE>

   10.19      Form of Factoring Agreement Guaranty/Letter of   Incorporated by reference to Exhibit 10.19 to the
              Credit Supplement between Avid and GE Capital    Registrant's Quarterly Report on Form 10-QSB for
              Commercial Services, Inc.                        the quarterly period ended September 30, 2000

   10.20      Form of Factoring Agreement - Inventory          Incorporated by reference to Exhibit 10.20 to the
              Supplement (with advances) between Avid and GE   Registrant's Quarterly Report on Form 10-QSB for
              Capital Commercial Services, Inc.                the quarterly period ended September 30, 2000

   10.21      Form of Letter of Agreement between Avid and     Incorporated by reference to Exhibit 10.21 to the
              GE Capital Commercial Services, Inc.             Registrant's Quarterly Report on Form 10-QSB for
                                                               the quarterly period ended September 30, 2000

   10.22      Form of Convertible Debenture                    Incorporated by reference to Exhibit 10.22 to the
                                                               Registrant's Quarterly Report on Form 10-QSB for
                                                               the quarterly period ended September 30, 2000

   10.23      Form of Registration Rights Agreement between    Incorporated by reference to Exhibit 10.23 to the
              Avid and purchasers of convertible debentures    Registrant's Quarterly Report on Form 10-QSB for
                                                               the quarterly period ended September 30, 2000

   10.24      Line of Credit Agreement dated as of             Incorporated by reference to Appendix "A" to the
              November 28, 2000 between Avid and GMF           Registrant's Proxy Statement (the "Proxy
              Holdings, Inc.                                   Statement")

   10.25      Form of Debenture dated as of November 28,       Incorporated by reference to Appendix "B" to the
              2000 given by Avid                               Registrant's Proxy Statement

   10.26      Registration Rights Agreement dated as of        Incorporated by reference to Appendix "C" to the
              November 28, 2000 between Avid and GMF           Registrant's Proxy Statement
              Holdings, Inc.

   10.27      Form of Warrant dated as of November 28, 2000    Incorporated by reference to Appendix "D" to the
              given by Avid                                    Registrant's Proxy Statement

   10.28      Registration Rights Agreement dated as of        Incorporated by reference to Appendix "E" to the
              November 28, 2000 between Avid and the May       Registrant's Proxy Statement
              Davis Group, Inc.

   10.29      Placement Agent Agreement as of November 28,     Incorporated by reference to Appendix "F" to the
              2000 between Avid and the May Davis Group, Inc.  Registrant's Proxy Statement

   10.30      Escrow Agreement dated as of November 28, 2000   Incorporated by reference to Appendix "G" to the
              among Avid, the May Davis Group, Inc. and        Registrant's Proxy Statement
              First Union National Bank

   10.31      Amendment to Employment Agreement effective      Incorporated by reference to Exhibit 10.31 to the
              January 31, 2001 between Avid and Barnum Mow     Registrant's Form 10-QSB filed on November 17, 2001

   10.32      Forebearance Agreement as of February 16, 2001   Incorporated by reference to Exhibit 10.32 to the
              between Avid and GE Capital Commercial           Registrant's Form 10-QSB filed on November 17, 2001
              Services, Inc.

   11.01      Statement re: Computation of Earnings            Not Applicable

   16.01      Letter on Change in Certifying Accountant        Not Applicable

   21.01      Subsidiaries of Avid                             Incorporated by reference to Exhibit 21.01 to the
                                                               Registration Statement

   23.01      Consent of Independent Accountants               Not Applicable

   23.02      Opinion of Counsel                               Not Applicable

   24.01      Power of Attorney                                Not Applicable

   27.01      Financial Data Schedule                          Not Applicable
</TABLE>

                                       64
<PAGE>

                                   SIGNATURES

      In  accordance  with  the  requirements  of  Sections  13 or  15(d) 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.

Date:    April 15, 2002                           AVID SPORTSWEAR & GOLF CORP.

                                                   By:  Frank Jakovac
                                                      -------------------
                                                        Frank Jakovac
                                                        President and
                                                        Chief Executive Officer


      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

SIGNATURE                  TITLE                                 DATE
---------                  -----                                 ----


/s/ Frank Jakovac
---------------------      President, Chief Executive
Frank Jakovac              Officer and Director              April 15, 2002




---------------------      Director                          April 15, 2002
James Handlon



/s/ Michelle Mathis
---------------------      Director                          April 15, 2002
Michelle Mathis

                                       65