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, 2000

      | |    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.)

22 South Links Avenue, Ste. 204, Sarasota, Florida           34236
--------------------------------------------------           -----
(Address of Principal Executive Offices)                     (Zip Code)

                                 (941) 330-8051
                                 --------------
                (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, par value $0.001
     ----------------------------------------------------------------------
                                (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 issuer  generated  revenues of  $11,186,719  during its most recent
fiscal year.

         The  aggregate  market  value of the  Company's  voting  stock  held by
non-affiliates  as of April 9, 2001 was  approximately  $2,309,580  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 70,993,144  shares of Common Stock
outstanding  as of April 9,  2001.  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 75 pages. The Exhibit Index begins on page
62.
<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)  anticipated  trends  in our  company's
industry,  (d) our  company's  future  financing  plans  and  (e) 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 filing  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.

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

OVERVIEW

         Through our wholly-owned subsidiary, Avid Sportswear,  Inc., we design,
manufacture and market distinctive premium and moderately-priced  sportswear. We
sell our products primarily through golf pro shops and resorts,  corporate sales
accounts and better  specialty  stores.  Our  sportswear  is marketed  under the
following labels:

         o  Avid Sportswear;
         o  Dockers Golf; and
         o  British Open Collection.

         We market sportswear under the "Avid Sportswear" label, in both premium
and moderately-priced product categories. Our moderately-priced product category
is marketed under the "Dockers  Golf" label,  while our  premium-priced  product
category is marketed under the "British Open Collection"  label.  Eventually our
product  line may  include  non-apparel,  golf-related  products.  Our  products
feature  distinctive,  comfortable designs made primarily of natural fibers. All
of our products  are  manufactured  by  independent  contractors.  Embroidering,
warehousing  and certain  other  functions  are  performed in a leased  facility
located in Gardena, California. Our goal is to become one of the most recognized
and  respected  brands  in sports  apparel  by  expansion  of  existing  labels,
purchasing  other apparel  businesses or licensing other brand names. We believe
this industry is highly fragmented and ripe for consolidation.

         We were  formed on  September  19,  1997 in Nevada  under the name Golf
Innovations Corp. We had no significant operations until March 1, 1999, at which
time we acquired Avid Sportswear,  Inc. From its inception on October 6, 1988 in
California,   Avid   Sportswear,   Inc.'s  business  has  involved  the  design,
manufacture and marketing of golf apparel.  On March 1, 1999,  Avid  Sportswear,
Inc.  became  our  wholly-owned  subsidiary  and it  continues  to  operate as a
separate legal entity.  To better identify  ourselves with the "Avid Sportswear"
brand,  we changed our name to Avid Sportswear & Golf Corp. on May 27, 1999. All
of our operations are conducted through Avid Sportswear, Inc.


FINANCIAL PERFORMANCE

         We have  historically lost money. For the year ended December 31, 2000,
we sustained  losses of $8.7 million.  For the year ended  December 31, 1999, we
sustained losses of $5.0 million.  Our independent  auditors have noted that our

                                       2
<PAGE>

company does not have  significant  cash or other  material  assets to cover its
operating  costs  and  to  continue  as a  going  concern.  Accordingly,  we may
experience  significant  liquidity  and cash flow problems if we are not able to
raise additional capital as needed and on acceptable terms. For more information
concerning  our  financial  performance,  please  see  "Risk  Factors  - We Have
Historically Lost Money and Losses May Continue in the Future" and "Management's
Discussion and Analysis or Plan of Operation."

PURCHASE OF AVID SPORTSWEAR, INC.

         On December  18, 1998,  we entered  into an agreement to purchase  Avid
Sportswear,  Inc. from its shareholders.  The purchase was completed on March 1,
1999. We paid $725,000 in cash and issued  1,100,000  shares of our Common Stock
to the former  shareholders  of Avid  Sportswear,  Inc. In  connection  with the
purchase, we were required to advance $1,826,111 to Avid Sportswear,  Inc. to be
used  to  satisfy  certain  liabilities  owed  by  Avid  Sportswear,  Inc.  Avid
Sportswear,  Inc.  remains liable for any liabilities  which existed on March 1,
1999.  We  received  standard  representations  and  warranties  from the former
shareholders  of Avid  Sportswear,  Inc.,  who also agreed to  indemnify  us for
certain events.

LICENSES TO USE CERTAIN TRADEMARKS

         Of the three labels our products are marketed under, the "Dockers Golf"
and "British Open  Collection" are licensed from their  respective  owners.  The
"Avid Sportswear" label is owned by our wholly-owned  subsidiary.  A description
of these licenses follows:

         BRITISH  OPEN  COLLECTION.   On  December  8,  1998,  our  wholly-owned
subsidiary  obtained  the sole and  exclusive  right and  license to use certain
trademarks  associated with the British Open Golf Championship.  The licensor is
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 is for the United States and its territories and
has a seven year term.  Under this  license,  our  wholly-owned  subsidiary  may
manufacture,  advertise,  distribute  and sell  products  bearing  the  licensed
trademarks  to  specialty  stores and the  menswear  departments  of  department
stores.  It is not  permitted  to sell  these  products  to  discount  stores or
mass-market  retail  chains.  In  return  for  this  license,  our  wholly-owned
subsidiary must pay the licensor,  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.  Our wholly-owned subsidiary may also deduct uncollectible accounts
up to a total of five percent of such sales.  The guaranteed  minimum royalty is
as follows:

              CONTRACT YEAR:                     MINIMUM ROYALTY:
              --------------                     ----------------
                     1                               $100,000
                     2                               $125,000
                     3                               $150,000
                     4                               $175,000
                     5                               $200,000
                     6                               $200,000
                     7                               $200,000

         The licensor has the right to approve or  disapprove in advance of sale
the quality, style, color, appearance,  material and workmanship of all licensed
products  and  packaging.  It  may  also  approve  or  disapprove  any  and  all
endorsements, trademarks, trade names, designs and logos used in connection with
the license.  Our  wholly-owned  subsidiary  must submit samples of the licensed
products to the licensor for  examination  and approval or disapproval  prior to
sale.

         On January 19, 2001,  we received a letter from IMG that our company is
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.

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<PAGE>


         DOCKERS GOLF. On May 10, 1999, our wholly-owned subsidiary obtained the
exclusive,  non-assignable  right to use the "Dockers Golf" trademark  solely in
connection  with  the  manufacturing,  advertising,  distribution  and  sale  of
products to approved retailers.  The licensor is Levi Strauss & Co. This license
is for the United States,  its territories and the Caribbean.  It has an initial
term expiring on December 31, 2003 and will renew for an  additional  three year
term expiring  December 31, 2006 if: (i) net sales of the licensed  products for
calendar  year  2002  are at least  $17.0  million  and  (ii)  our  wholly-owned
subsidiary has not violated any material provisions of the license.  Thereafter,
the licensor will  negotiate in good faith for up to two  additional  three year
terms if: (i) the license is renewed for the initial  renewal  period,  (ii) our
wholly-owned  subsidiary's net sales for each year in the initial renewal period
have exceeded its projected sales for each such year and (iii) our  wholly-owned
subsidiary has not violated any material provisions of the license. Subject to a
guaranteed minimum royalty, our wholly-owned  subsidiary must pay 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 will be six percent  instead of four percent.  The  guaranteed  minimum
royalty is as follows:

              CONTRACT YEAR:                     MINIMUM ROYALTY:
              --------------                     ----------------
                     1                               $250,000
                     2                               $540,000
                     3                               $765,000
                     4                               $990,000

         The guaranteed  minimum royalty in the initial renewal period,  if any,
will be equal to seventy-five percent of our wholly-owned subsidiary's projected
earned  royalty  derived  from the sales plan  provided  for each annual  period
contained in the initial  renewal  period.  The  guaranteed  minimum  royalty is
payable quarterly.

         Our wholly-owned subsidiary is required to spend at least three percent
of its projected  sales of licensed  products for each year on  advertising  for
this brand. Between June 1, 1999 and December 31, 1999, it was required to spend
at least $240,000 on initial product launch  advertising.  The license  requires
our  wholly-owned  subsidiary  to  produce  two  collections  per  year  for the
spring/summer and winter/fall  seasons,  in at least 52 styles, of which 40 must
be tops and 12 bottoms.  The licensor has the right to approve or  disapprove in
advance of sale the trademark use, styles, designs, dimensions, details, colors,
materials,  workmanship,  quality or otherwise, and packaging. The licensor also
has the right to approve or  disapprove  any and all  endorsements,  trademarks,
trade names,  designs and logos used in connection with the license.  Samples of
the licensed  products  must be submitted  to the licensor for  examination  and
approval or disapproval prior to sale.


BUSINESS STRATEGY

         Our goal is to become one of the most  recognized and respected  brands
in sports apparel. Key elements of our business strategy include:

         o    EXPAND  PRODUCT  LINE.  We intend to expand  our  product  line by
              increasing  our volume of private  label "made for" and  corporate
              sales.  In  addition,  we  intend to expand  our  product  line by
              licensing or purchasing  existing brands of sportswear.  We expect
              to target  brands which will  complement  the  existing  brands by
              filling a perceived market niche,  having name recognition  and/or
              offering  new price  points.  We  believe  this  strategy  is best
              demonstrated  by the purchase of the "Avid  Sportswear"  label and
              the license of the "Dockers  Golf" and "British  Open  Collection"
              labels.

         o    MARKET  PENETRATION  OF EXISTING  LABELS.  We hope to leverage our
              brands into greater  shelf space by  cross-promoting  our products
              and by offering  in-store  fixturing  programs.  In  addition,  we
              intend  to hire  additional  sales  staff  and  independent  sales
              representatives to broaden our customer base. We currently sell to
              over 800  customers  in the United  States.  We estimate  that the
              United  States  market is  comprised  of more than  4,500 golf pro
              shops  and 1,000  better  specialty  stores.  We intend to use our
              labels and sales staff to broaden our  customer  base and increase
              our average order size.

         o    INTERNATIONAL  MARKETS. We believe the international  markets will
              provide us with new  opportunities  for the Avid Sportswear  label

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<PAGE>

              and other labels we may acquire in the future.  We intend to enter
              these  markets in the future by using  distributors  and licensees
              who are familiar with the local markets. We believe  international
              markets are  receptive  to American  lifestyle  apparel  brands in
              general  and will be  receptive  to the Avid  Sportswear  label in
              particular.

MARKET

         Our target customers are  sports-minded  professional men and women who
like casual,  high-quality  and  distinctively  styled  apparel that reflects an
active  lifestyle.  We  believe  golf's  popularity  has risen in recent  years.
According to the National Golf Foundation and McKinsey & Company,  the number of
rounds  played  in the  United  States  was 530  million  rounds  in 1998 and is
projected to increase to 630 million rounds in 2010.  Over this same time frame,
according to the National Golf Foundation and McKinsey & Company,  the number of
golfers in the United States is projected to increase from 26 million golfers in
1998 to 29 million  golfers by 2010. The National Golf  Foundation  projects the
market for sales of  sportswear  apparel  sold  through all golf  facilities  to
increase  between 3% to 5% annually through 2005. As indicated above, we believe
there are over 4,500  golf pro shops and 1,000  better  specialty  stores in the
United States.

COMPETITION

         The  sportswear  and  outerwear  segments of the apparel  industry  are
highly competitive. Competition is based primarily on brand recognition, product
differentiation and quality,  style and production  flexibility.  Five companies
account  for about  one-quarter  of all  apparel  sales in the  industry.  These
companies are:  Polo/Ralph Lauren,  Cutter & Buck,  Ashworth,  Antiqua and Izod.
Between 200 and 300  companies  account for the  remaining  apparel sales in the
industry.  Many of these  companies have greater  resources and sell brands with
greater name recognition  than us. We are attempting to differentiate  ourselves
from our competitors by purchasing or licensing well-established brand names and
producing high quality, stylish sportswear.

PRODUCTS

         We  design   industry-leading   products  which  feature   high-quality
materials,  such as  fine-gauge  combed  cotton,  virgin  wools and  performance
microfibers.  Our  products  are  finished  with unique  trims,  special  fabric
finishes and washes and extra needlework. All of our manufacturing is outsourced
to independent  contractors.  We offer distinctive  products under the following
three labels:

         o    Avid Sportswear;
         o    Doockers Golf; and
         o    Boritish Open Collection.

         AVID SPORTSWEAR.  The Avid Sportswear label is designed exclusively for
the men's market and is sold in the premium and mid-priced  product  categories.
This  product  line  features  higher  quality  materials  and sewing,  and more
detailed designs in the premium category than in the mid-priced category.  It is
marketed to golfers and others.

         DOCKERS GOLF.  The Dockers Golf label is designed for the men's market.
It is  marketed to  brand-conscious  golfers  seeking  moderately  priced,  high
quality golf apparel. This label appeals to the casual market, and is rugged and
durable.

         BRITISH OPEN COLLECTION.  The British Open Collection label is designed
for the  men's  market.  It is  marketed  exclusively  as a premium  brand,  and
combines the elegance and  tradition  that  characterizes  the British Open Golf
Tournament.  This  label is made of the finest  quality  material  and  features
detailed designs and embroidery.

PRODUCT DEVELOPMENT

         Our experienced  product  development team determines product strategy,
color and fabric  selection.  With respect to the "British Open  Collection" and
"Dockers  Golf" labels,  the  respective  licensors have the right to approve or
disapprove  the design and other  aspects of our products  prior to sale and may


                                       5
<PAGE>

require  modifications.  Our  design and  production  teams  coordinate  product
development,  negotiate price and quantity with cutting and sewing  contractors,
purchase fabrics and trim, and establish production scheduling. These teams also
coordinate  the  inspection of fabric  deliveries and perform fabric testing for
shrinkage and  color-fastness.  Except for  embroidering,  all  manufacturing is
outsourced to independent  contractors.  We do not have any long-term agreements
with  our  contractors.  Our  quality  control  personnel  are  responsible  for
inspecting finished goods on arrival from our contractors.

         The production of our product lines is time sensitive.  Due to seasonal
variations  in the demand for golf apparel,  we are required to forecast  market
demand,  place raw material  orders and schedule  cutting and sewing services in
order to have  inventory  available  to meet  projected  sales.  Our designs are
usually  finalized  between  six and nine  months  prior to the  display  of our
seasonal product lines by customers. We design for two collections per year, the
spring/summer  and winter/fall  seasons.  Collections are shipped about three to
four months in advance of display by our customers.

         Since we did not begin significant  operations until March 1, 1999, the
date we acquired  Avid  Sportswear,  Inc., we did not spend any money on product
development  in 1998 or 1997.  We spent  approximately  $280,000 and $417,000 in
1999 and 2000,  respectively,  on product development.  None of these costs were
borne directly by our customers.  We expect to spend  approximately  $450,000 in
2001 on product development.

SOURCES OF SUPPLY

         The design staff is responsible  for creating  innovative  products for
our two  seasonal  collections.  During the design  process,  our  manufacturing
sources develop new seasonal  textiles in association with the design team. This
enables us to source a wide variety of textile and printed artwork designs.  Our
materials are sourced from a wide variety of domestic and foreign suppliers.  We
believe we can replace the loss of any  supplier  without  causing any  material
harm to our business.

DISTRIBUTION AND SALES

         GENERAL.  Our products are  distributed in the United States  primarily
through  golf pro shops,  resorts and  specialty  stores.  Our products are sold
through a dedicated sales staff as well as independent sales representatives. As
of December  31,  2000,  our sales  staff was  composed  of five  employees  and
thirty-four   independent   sales   representatives.   Each  employee  or  sales
representative  is  responsible  for  serving  targeted  accounts  in a specific
geographic region through merchandise consultation and training, and for meeting
specific  account  growth  and   average-order-size   goals.  They  present  our
collections  each season at national and regional  trade shows and at customers'
stores  through  promotional  literature  and  samples.  In  addition  to  other
responsibilities,  these  employees  and  sales  representatives  implement  our
merchandise  fixturing  program  with  suitable  golf  pro  shops,  resorts  and
specialty  stores.  Our products are typically sold on open account with payment
required within thirty days. Certain large customers may require extended credit
terms as a condition to carrying a product line. We will where required  conform
to this industry practice.

         AVID SPORTSWEAR. The Avid Sportswear product line is distributed in the
United States primarily  through golf pro shops,  resorts and specialty  stores.
This product line is an approved vendor with Collegiate Licensing Company and is
sold to several professional sports teams.

         BRITISH OPEN  COLLECTION.  The British Open Collection  product line is
distributed  in the  United  States  primarily  through  department  stores  and
high-end golf pro shops.

         DOCKERS  GOLF.  The Dockers  Golf product  line is  distributed  in the
United States and the Caribbean  primarily  through golf pro shops and specialty
golf  stores.  We believe this product line will have broad appeal and expect to
target  traditional  mass  merchandise  retail  outlets  as well as the golf pro
shops, resorts and specialty stores.

MERCHANDISING AND MARKETING

         We  believe  our  three   labels  are   well-positioned   to  cater  to
premium-priced and  moderately-priced  product  categories.  The Avid Sportswear


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<PAGE>

product line addresses the premium and moderately priced product categories. The
British Open Golf Collection is an upscale, premium priced product line, and the
Dockers Golf is a brand  conscious,  moderately  priced product line. We hope to
leverage these brands to expand our product offerings, customer base and average
order size.  All of our  products  have golf themes and are color  related.  Our
labels are generally  featured  prominently on our products and displays to help
build brand loyalty. Our products are directed at sports-minded professional men
who like casual,  high-quality and distinctively styled apparel that reflects an
active  lifestyle.  We expect our  product  lines to appeal to both  golfers and
others who identify with an active lifestyle.

         We currently  advertise in national and regional  trade  magazines  and
participate in various trade shows.  Our products are also marketed on the World
Wide Web at  http://www.avidsportswear.com,  where we  provide  information  and
pictures of our products.  Our promotional program offers point-of-sale displays
maintained  by our  sales  staff and  independent  sales  representatives.  This
in-store  fixturing program helps to showcase these collections and enhances our
brand image at the point of sale. The fixtures are designed to display  assorted
elements  of our  collections  and allow the  consumer  to easily  assemble  and
purchase coordinated outfits.

         Our merchandise is sold and shipped to customers in collection  groups.
We believe this will help to reinforce the strength of our product offerings.

         For specialty items, we have developed an in-house  embroidery  service
and also work with independent  embroiderers to embroider the customer's name or
logo on our garments.

ORDER BOOKING CYCLE AND BACKLOG

         We receive  our orders for a season over a ten month  period  beginning
when samples are first shown to customers  and  continuing  into the season.  We
begin to take orders for our fall collections in January, generally for delivery
between May and October and for our spring  collection in August,  generally for
delivery  between November and April.  Our domestic  backlog,  which consists of
open,  unfilled  customer orders,  has not historically  comprised a significant
part of our business.  We expect our domestic  backlog to become  significant in
the future  with the appeal of the  Dockers  Golf and  British  Open  Collection
labels.

INTELLECTUAL PROPERTY

         We are  attempting to build a brand name in the golf apparel  industry.
To that end, we have received trademark protection in the United States,  Canada
and in the European  Community for the "Avid" name and logo.  We are  evaluating
whether to apply for trademark protection in other countries.  Our name and logo
are regarded as valuable assets and critical to marketing our products.

         The names and logos  associated with the "British Open  Collection" and
"Dockers Golf" are licensed from their respective owners.

STOCK AND OPTION ISSUANCES FOR PERSONAL GUARANTEES

         Several  individuals have personally  guaranteed our lease  obligations
and other corporate indebtedness. In exchange for these personal guarantees, our
company had agreed to issue the  following  individuals  the number of shares of
Common Stock opposite their names:

               NAME                              NUMBER OF SHARES
               ----                              ----------------

               Earl T. Ingarfield                   11,500,000
               Thomas Browning                      3,000,000
               Michael LaValliere                   3,000,000
               Jeffrey Abrams                       2,000,000
               Stephen Ponsler                      2,000,000

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<PAGE>

         On January  17,  2000,  all of the above  described  transactions  were
rescinded and, in lieu thereof, our company granted the following options:

               NAME                    NUMBER OF SHARES      EXERCISE PRICE
               ----                    ----------------      --------------

               Earl T. Ingarfield          200,000                $0.30
               Thomas Browning             200,000                $0.30
               Michael LaValliere          200,000                $0.30
               Jeffrey Abrams              200,000                $0.30
               Stephen Ponsler             200,000                $0.30

Subsequently,  the options to Messrs. Ponsler and Abrams were cancelled when our
company's  former  senior  lender  required  payment of its loan facility to our
company  and such  payment  was made solely by Mr.  Lavaliere  and Lido  Capital
Corporation.

MR. INGARFIELD OBTAINED CONTROL OF OUR COMPANY ON JUNE 4, 1998

         As mentioned  earlier in this filing,  we were formed on September  19,
1997 in Nevada.  On or about June 4, 1998, Lido Capital  Corporation,  an entity
wholly-owned by our President,  Mr.  Ingarfield,  purchased  3,000,000 shares of
Common Stock (adjusted for a 3 for 1 stock split) for $150,000 from our founding
shareholders,  Thomas  Gelfand,  Robert Gelfand and Jin Sook Lee. At the time of
the  purchase,  our company had  6,300,000  shares of Common  Stock  outstanding
(adjusted for a 3 for 1 stock split). As a result, Mr. Ingarfield owned 47.6% of
our company's  outstanding capital stock. Mr. Ingarfield currently owns 36.6% of
our company's outstanding capital stock.

CERTAIN BUSINESS RISKS

         OUR COMPANY IS SUBJECT TO VARIOUS RISKS WHICH MAY  MATERIALLY  HARM OUR
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 OUR COMMON STOCK.  THESE ARE NOT THE
ONLY  RISKS  AND  UNCERTAINTIES   THAT  WE  FACE.  IF  ANY  OF  THESE  RISKS  OR
UNCERTAINTIES  ACTUALLY OCCUR,  OUR BUSINESS,  FINANCIAL  CONDITION OR OPERATING
RESULTS  COULD BE  MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING  PRICE OF OUR
COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

         We have  historically  lost money.  In the year ended December 31, 2000
and the year ended  December 31, 1999,  we sustained  losses of $8.7 million and
$5.0 million,  respectively.  Future losses are likely to occur. Our independent
auditors  have noted that our company  does not have  significant  cash or other
material  assets to cover its  operating  costs and to allow it to continue as a
going  concern.  Our ability to obtain  additional  funding will  determine  our
ability  to  continue  as  a  going  concern.  Accordingly,  we  may  experience
significant  liquidity  and  cash  flow  problems  if we are not  able to  raise
additional capital as needed and on acceptable terms. No assurances can be given
that we will be successful in reaching or maintaining profitable operations.

WE MAY NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

         We  have  relied  on  significant   external   financing  to  fund  our
operations.   Such  financing  has  historically  come  from  a  combination  of
borrowings  from and sale of Common Stock to third parties and funds provided by
certain officers and directors.  We may need to raise additional capital to fund
our anticipated  operating  expenses and future  expansion.  Among other things,
external  financing may be required to cover our operating  costs and to fulfill
our  obligations  under the licenses for the  "Dockers  Golf" and "British  Open
Collection"  brands.  These licenses  require the payment of minimum  guaranteed
royalties,  whether we sell licensed  products or not. We cannot assure you that
financing  whether from external sources or related parties will be available if
needed or on favorable  terms. The sale of our Common Stock to raise capital may
cause dilution to our existing  shareholders.  Our inability to obtain  adequate
financing will result in the need to curtail business  operations,  and may also
jeopardize our ability to satisfy the  guaranteed  minimum  royalty  obligations


                                       8
<PAGE>

referred to above.  Such an event may result in the termination of our licenses.
Any of these events would be  materially  harmful to our business and may result
in a lower stock price.

WE HAVE BEEN THE SUBJECT OF A GOING CONCERN OPINION FROM OUR INDEPENDENT AUDITOR

         Our independent  auditors have added an explanatory  paragraph to their
audit opinions issued in connection with the 2000 and 1999 financial  statements
which states that our company does not have  significant  cash or other material
assets  to cover its  operating  costs  and to allow it to  continue  as a going
concern.  Our ability to obtain additional funding will determine our ability to
continue  as a going  concern.  Our  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

WE HAVE BEEN AND CONTINUE TO BE SUBJECT TO A WORKING CAPITAL DEFICIT AND
ACCUMULATED DEFICIT

         We had a working  capital  deficit of $3.0  million and $1.3 million at
December 31, 2000 and 1999, respectively. We had an accumulated deficit of $14.2
million and $5.6 million at December 31, 2000 and 1999, respectively.

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

         There has been a limited  public  market for our Common Stock and there
can be no  assurance  that an active  trading  market for our Common  Stock will
develop. As a result,  this could adversely affect our shareholders'  ability to
sell our Common  Stock in short time  periods,  or possibly  at all.  Our 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
our Common Stock without regard to our operating  performance.  In addition,  we
believe that factors such as quarterly  fluctuations  in our financial  results,
announcements by other designers and marketers of sportswear, and changes in the
overall economy or the condition of the financial  markets could cause the price
of our Common Stock to fluctuate substantially.

WE HAVE BEEN IN BUSINESS FOR A SHORT PERIOD OF TIME

         Because we have been in business for a short  period of time,  there is
limited  information  upon which  investors can evaluate our  business.  We were
formed on September 19, 1997 but did not begin significant  operations until the
purchase of our  wholly-owned  subsidiary on March 1, 1999. You should  consider
the  likelihood of our future  success to be highly  speculative  in view of our
limited operating history, as well as the complications  frequently  encountered
by other companies in the early stages of development, particularly companies in
the highly competitive sports apparel industry.

WE RELY ON FOREIGN SUPPLIERS AND BUY MANY PRODUCTS USING LETTERS OF CREDIT

         We obtain all of our  garments  from  independent  foreign and domestic
suppliers.  We do not have formal agreements with these suppliers.  Our reliance
on foreign  suppliers may be affected by economic,  political,  governmental and
labor  conditions  in such  foreign  countries.  This may delay or  cut-off  our
ability to source  materials  needed in  production or may increase the price of
such materials. Such events would harm our business. In addition, several of our
suppliers  have required us to obtain a letter of credit prior to purchasing any
garments. The Company may have to utilize a significant portion of its available
working capital to secure these letters of credit.

WE MAY BE HARMED BY IMPORT RESTRICTIONS

         Our imported  materials are subject to certain quota  restrictions  and
U.S. customs duties,  which are a material part of our cost of goods. A decrease
in quota  restrictions  or an increase in customs duties could harm our business
by making needed materials scarce or by increasing the cost of such materials.


                                       9
<PAGE>

OUR COMMON STOCK MAY BE DEEMED TO BE "PENNY STOCK"

         Our  Common  Stock may be  deemed  to be "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 our Common Stock by reducing
the number of potential investors. This may make it more difficult for investors
in our Common Stock to resell shares to third parties or to otherwise dispose of
them. This could cause our stock price to decline.

OUR STOCK PRICE COULD DECLINE DUE TO SEASONAL FLUCTUATIONS IN THE DEMAND FOR OUR
PRODUCTS AND GENERAL ECONOMIC CONDITIONS

         Our business has been,  and will continue to be, highly  seasonal,  and
our quarterly  operating  results will  fluctuate due to the  seasonality of our
sales of sportswear, among other things. Our sales tend to be highest during our
first and second  calendar  quarters (i.e.,  January  through June),  and lowest
during our third and fourth  calendar  quarters (i.e.,  July through  December).
Other factors contributing to the variability of our operating results include:

         o    Seasonal fluctuation in consumer demand;
         o    The timing and amount of orders from key customers; and
         o    The  timing  and   magnitude   of  sales  of  seasonal   remainder
              merchandise and availability of products.

         In  addition,  any  downturn,  whether  real or  perceived,  in general
economic  conditions  or prospects  could change  consumer  spending  habits and
decrease demand for our products.

         As a result of these and other factors,  our operating results may fall
below market analysts' expectations in some future quarters, and our stock price
may decline.

OUR OFFICERS AND DIRECTORS EXERCISE CONTROL OF THE COMPANY

         Our executive  officers and directors  beneficially  own  approximately
43.9% of our outstanding Common Stock. As a result,  these  shareholders  acting
together  would  be  able to  exert  significant  influence  over  most  matters
requiring shareholder approval,  including the election of directors. They would
also be able to  delay or  deter a  change  in  control,  which  may  result  in
shareholders not receiving a premium on their stock.

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

         Our  success  largely  depends  on the  efforts  and  abilities  of key
executives and consultants, including Earl T. Ingarfield, our Chairman and Chief
Executive Officer,  Jerry L. Busiere,  our Secretary,  Treasurer and a Director,
and Barnum Mow,  Chief  Executive  Officer  and  President  of our  wholly-owned
subsidiary  and a Director of our  company.  The loss of the  services of any of
these people  could  materially  harm our business  because of the cost and time
necessary  to replace  and train such  personnel.  Such a loss would also divert


                                       10
<PAGE>

management  attention away from operational issues. We do not have an employment
agreement  with  Mr.  Busiere.  We  have  entered  into  three  year  employment
agreements  with Mr.  Ingarfield and Mr. Mow,  respectively.  We do not maintain
key-man life insurance policies on any of these people.

WE FACE RISKS RELATED TO COLLECTION OF RECEIVABLES

         We  extend  credit to our  customers  based on an  assessment  of their
financial circumstances, generally without requiring collateral. Our business is
seasonal  and we may,  in the  future,  offer  customer  discounts  for  placing
pre-season orders and extended payment terms for taking delivery before the peak
shipping  season.  Any such extended  payment terms increase our exposure to the
risk of  uncollectible  receivables.  Some  of our  customers  have  experienced
financial  difficulties  in the  past,  and  future  financial  difficulties  of
customers could  materially harm our business.  Effective August 2000, we assign
our accounts  receivable to a factor which assumes  credit risk,  generally on a
nonrecourse  basis.  As  of  March  15,  2001,  $213,000  of  factored  accounts
receivable are at our company's credit risk.

WE COULD FAIL TO ANTICIPATE CHANGES IN FASHION TRENDS

         Fashion  trends can change  rapidly,  and our business is  particularly
sensitive  to such  changes  because we  typically  design and  arrange  for the
manufacture of our apparel  substantially in advance of sales of our products to
consumers.  We cannot assure you that we will  accurately  anticipate  shifts in
fashion trends,  or in the popularity of golf, and adjust our merchandise mix to
appeal to changing consumer tastes in apparel in a timely manner. If we misjudge
the market for our  products or are  unsuccessful  in  responding  to changes in
fashion trends or in market demand,  we could experience  insufficient or excess
inventory levels, missed market opportunities or higher markdowns,  any of which
could substantially harm our business and our brand image.


WE FACE SUBSTANTIAL COMPETITION IN OUR BUSINESS

         The  sportswear  and  outerwear  segments of the apparel  industry  are
highly competitive. Competition is based primarily on brand recognition, product
differentiation and quality, style and production flexibility. Our future growth
and financial  success depend on our ability to further penetrate and expand our
distribution  channels,  including  golf,  corporate,  international  and retail
sales. We encounter  substantial  competition in the golf  distribution  channel
from Polo/Ralph Lauren,  Cutter & Buck, Ashworth,  Antiqua and Izod. Many of our
competitors are  significantly  larger and more diversified than we are and have
substantially  greater  resources  available for developing and marketing  their
products.  Many of our  competitors'  brands also are more  established  in golf
distribution channels than our brands. In addition,  our competitors may be able
to enter the emerging  e-commerce  marketplace  more quickly or more efficiently
than  us.  We  cannot  assure  you  that we will  successfully  compete  in this
industry.

OUR FLEXIBILITY TO USE ANY CASH FROM OUR OPERATIONS OR EXTERNAL FINANCING
MAY BE LIMITED DUE TO MINIMUM ROYALTY PAYMENTS

         We are required to pay minimum royalty  payments under the licenses for
the "Dockers  Golf" and "British Open  Collection"  trademarks,  whether we sell
licensed products or not. Our ability to use available cash as we see fit may be
restricted due to our  obligation to pay these minimum  royalty  payments.  This
could  place a strain on our ability to pay other bills or to spend such cash in
the  most  productive  manner.  As a  result,  we may not be  able  to  purchase
equipment,  to take  advantage  of  corporate  opportunities  or to maximize our
operating results.

WE MAY BE UNABLE TO MANAGE GROWTH

         Successful  implementation  of our  business  strategy  requires  us to
manage our growth. Growth could place an increasing strain on our management and
financial resources. To manage growth effectively, we will need to:

         o    Implement changes in certain aspects of our business;
         o    Enhance  our  information  systems  and  operations  to respond to
              increased demand;
         o    Attract and retain  qualified  personnel;  and


                                       11
<PAGE>

         o    Develop, train and manage an increasing number of management-level
              and other employees.

         If we fail to manage our growth  effectively,  our business,  financial
condition or operating results could be materially  harmed,  and our stock price
may decline.

FUTURE SALES BY OUR  SHAREHOLDERS  MAY ADVERSELY  AFFECT OUR STOCK PRICE AND OUR
ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS

         Sales of our  Common  Stock in the  public  market  following  our most
recent private offering could lower the market price of our Common Stock.  Sales
may  also  make  it  more  difficult  for  us  to  sell  equity   securities  or
equity-related  securities in the future at a time and price that our management
deems  acceptable  or at all.  Of the  70,993,144  shares  of our  Common  Stock
outstanding  as of April 9, 2001  (assuming no exercise of options or warrants),
27,574,239 shares are freely tradable without  restriction,  unless purchased by
our  "affiliates."  The  remaining  43,418,905  shares of Common  Stock  held by
existing  shareholders  are  "restricted  securities"  and may be  resold in the
public market only if registered or pursuant to an exemption from registration.

         Upon completion of our most recent private  offering,  and assuming all
shares  registered in that offering are resold in the public market,  there will
be an additional  55,500,000 shares of our Common Stock  outstanding  (including
warrants issued in connection  with our Line of Credit).  All of these shares of
Common Stock may be immediately  resold in the public market upon  effectiveness
of the  accompanying  registration  statement and the sale to the investor under
the terms of the Line of Credit Agreement. These consist of 50,000,000 shares of
Common Stock to be issued under the Line of Credit,  1,680,000  shares of Common
Stock to be issued upon exercise of warrants  issued in connection with the Line
of Credit,  300,000 shares of Common Stock previously  issued in connection with
consulting  services  provided,  or to be provided,  to our  company,  2,000,000
shares of Common  Stock  previously  issued by our  company,  320,000  shares of
Common Stock to be issued upon exercise of warrants  issued in  connection  with
consulting services provided,  or to be provided,  to our company, and 1,200,000
shares of Common Stock to be issued upon  conversion  of  debentures  previously
issued by our company.  As of April 9, 2001,  5,527,252  shares of our company's
common  stock  has been  issued  upon  conversion  of the  debentures  issued in
connection with the line of credit.

         In  addition,  we have issued  options to purchase a total of 1,939,477
shares of our Common Stock at exercise  prices  ranging from $0.30 to $0.375 per
share under our 2000 Stock Incentive Plan.

EXISTING  SHAREHOLDERS  MAY  EXPERIENCE  SIGNIFICANT  DILUTION  FROM OUR SALE OF
SHARES UNDER THE LINE OF CREDIT OR THE EXERCISE OF WARRANTS

         The sale of shares  pursuant to our Line of Credit will have a dilutive
impact on our shareholders. As a result, our net income per share could decrease
in future  periods,  and the market price of our Common Stock could decline.  In
connection  with the Line of Credit,  we issued  warrants to purchase  1,680,000
shares of Common Stock at an exercise price of $0.35 per share.  The issuance of
such shares pursuant to the conversion of debentures purchased under the Line of
Credit  and the shares  issuable  upon  exercise  of the  warrants  would have a
further  dilutive  effect on our Common  Stock and could  lower the price of our
Common  Stock.  In  addition,  the lower our stock  price is the more  shares of
Common Stock we will have to issue under the Line of Credit.  If our stock price
is lower, then our existing shareholders would experience greater dilution.

THE  INVESTOR  UNDER THE LINE OF CREDIT  WILL PAY LESS THAN THE  THEN-PREVAILING
MARKET PRICE OF OUR COMMON STOCK

         The  Common  Stock  to be  issued  upon  conversion  of  the  debenture
purchased  under the Line of Credit  will be  issued  at a 20%  discount  to the
lowest closing bid price for the 10 days  immediately  following the notice date
of conversion.  These discounted sales could cause the price of our Common Stock
to decline.


                                       12
<PAGE>

THE  SELLING  SHAREHOLDERS  INTEND TO SELL THEIR  SHARES OF COMMON  STOCK IN THE
MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE TO DECLINE

         The selling  shareholders in our most recent private offering intend to
sell in the public market the shares of Common Stock purchased in that offering.
Our company filed a registration statement registering such shares subsequent to
the closing  date of such  private  offering.  That means that up to  55,500,000
shares of Common Stock, the number of shares registered in that offering, may be
sold. Such sales may cause our stock price to decline.

OUR COMMON STOCK HAS BEEN  RELATIVELY  THINLY  TRADED AND WE CANNOT  PREDICT THE
EXTENT TO WHICH A TRADING MARKET WILL DEVELOP

         Our Common Stock is traded on the Over-the-Counter  Bulletin Board. Our
Common Stock is thinly traded  compared to larger more widely known companies in
our industry.  Thinly traded Common Stock can be more volatile than Common Stock
trading in an active  public  market.  We cannot  predict the extent to which an
active  public  market for the Common Stock will  develop or be sustained  after
this offering.

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

         Our corporate  headquarters are located at 22 South Links Avenue, Suite
204, Sarasota,  Florida 34236. Our corporate  headquarters  occupies about 2,017
square feet  pursuant  to a five year lease which will expire on June 30,  2004.
Most of our operations  are conducted  from a 39,640 square foot  production and
warehouse facility in Gardena, California leased by our wholly-owned subsidiary.
This lease has a three year term,  expiring  on April 30,  2002.  We believe our
existing facilities will be adequate for the foreseeable future.

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

         We are  involved  in various  claims and legal  actions  arising in the
ordinary course of business.  In our opinion,  the ultimate disposition of these
matters will not have a material adverse effect on our company.

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

         On December 28, 2000, we held a special meeting of  shareholders  where
our shareholders voted on the following two proposals:

         1. To approve an  amendment to our  company's Articles of Incorporation
to increase  the  authorized Common Stock to 150,000,000 shares of Common Stock;
and

         2. To approve the sale of our company's  debentures  pursuant to a Line
of Credit Agreement,  dated as of November 28, 2000, between our company and GMF
Holdings,  Inc., as well as the issuance of shares of our company's Common Stock
pursuant to the  conversion of the  debentures and the issuance of shares of our
company's  Common Stock upon the exercise of warrants  issued in connection with
the Line of Credit Agreement.

         With respect to the  proposal to approve an amendment to our  company's
Articles of Incorporation,  21,142,158 votes were cast for the proposal, 103,290
votes were cast against the proposal, and 1,289,359 abstentions were received.

         With  respect  to the  proposal  to approve  the sale of our  company's
debentures,  as well as the issuance of shares of our Common  Stock  pursuant to
the  conversion of debentures and warrants,  21,142,158  votes were cast for the
proposal,   103,290  votes  were  cast  against  the  proposal,   and  1,289,359
abstentions were received.

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

         The  company's  Common  Stock  began  trading  on the  Over-the-Counter
Bulletin Board on March 24, 1998, under the symbol "GFIO." On July 22, 1999, our
company's  symbol was  changed to "AVSG." On  December  2, 1999,  our  company's


                                       13
<PAGE>

Common  Stock was no  longer  eligible  for  quotation  on the  Over-the-Counter
Bulletin  Board because our company's  Registration  Statement on Form 10-SB had
not been declared effective by the Commission as of that date. On that date, our
company's  Common Stock began  trading on the "pink  sheets." Our company  began
trading again on the Over-the-Counter Bulletin Board, May 9, 2000. The company's
high and low bid prices by quarter  during  1998,  1999 and 2000 are as follows:
(1)

                                         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

                                         CALENDAR YEAR 1998(2)
                                      HIGH BID               LOW BID
                                      --------               -------

          Second quarter               $1.2500               $0.5000
          Third quarter                $3.0000               $0.7500
          Fourth quarter               $1.5000               $0.4375

         On April 9, 2001,  our Company's high and low bid prices were $0.07 and
$0.051, respectively.

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

(1)      These   quotations   reflect   high  and  low  bid   prices   from  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 9, 2001, our company had  approximately  220  shareholders  of
record.

DIVIDENDS

         We have not paid  dividends in the past on any class of stock and we do
not anticipate  paying dividends in the foreseeable  future.  Our 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.


                                       14
<PAGE>

         In February  1998, our company issued 300,000 shares of common stock to
Y.K.  International  Co.,  Ltd.  in  exchange  for  the  assignment  of  certain
distribution rights under a Distribution Agreement dated as of September 8, 1997
between Bo Ah Industrial Co. and Y.K.  International Co., Ltd. These rights were
valued at $25,000. The number of shares issued reflects a three-for-one split on
July 23, 1998.

         In February 1998, our company issued  3,000,000  shares of common stock
for $0.08333 in cash per share. The total offering price of this transaction was
$250,000. The number of shares issued reflects a three-for-one split on July 23,
1998. All of these shares were purchased by unrelated persons.

         On June 18, 1998, our company issued  6,000,000  shares of common stock
for $0.05 per share in cash and services.  All of these shares were purchased by
Mr. Ingarfield. The total offering price of this transaction was $20,000 in cash
and $280,000 in services.  The number of shares issued  reflects a three-for-one
split on July 23, 1998.  An  administrative  expense of $280,000 was recorded to
value the shares at $0.05 per share to reflect a discount  to the  $0.00333  per
share  actually  paid.  The  value of $0.05 per share was based on the price Mr.
Ingarfield paid in an arms-length transaction to purchase a controlling interest
in our company on or about June 4, 1998.

         In August,  1998, our company issued  1,100,000  shares of common stock
for $0.15 in cash per share.  The total offering price of this  transaction  was
$165,000.  Michael LaValliere,  a Director of our company,  purchased 500,000 of
these shares for a total purchase price of $75,000,  Thomas Browning, a Director
of our company,  purchased 500,000 of these shares for a total purchase price of
$75,000 and Jerry L.  Busiere,  the  Secretary,  Treasurer and a Director of our
company,  purchased  100,000  of  these  shares  for a total  purchase  price of
$15,000,  payable  as a  subscription  receivable.  The  remaining  shares  were
purchased by four unrelated persons for a total purchase price of $135,000.

         In August,  1998, our company issued 800,000 shares of common stock for
$0.15 in cash per share. All of these shares were purchased by unrelated parties
for a total  purchase  price of $120,000,  of which $75,000 was paid in cash and
$45,000 was paid in the form of a subscription receivable.

         On December 21, 1998, our company issued 412,000 shares of common stock
for $0.25 in cash per share.  The total offering price of this  transaction  was
$103,000. All of these shares were purchased by unrelated persons.

         On January 5, 1999,  our company  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 our company 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,  our 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. All of these shares were purchased by unrelated persons.

         On January 8, 1999,  our company  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,  our company 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,  our company 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,  our company 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.


                                       15
<PAGE>

         On January 27,  1999,  our company  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,  our company 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, our company 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, our company 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,  our company  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.

         On May 28,  1999,  our company  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, our company 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, our company 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,  our company  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, our company 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,  our  company  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,  our  company  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, our company 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,  our  company  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,  our company  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


                                       16
<PAGE>

a $60,523  receivable  owed to him by the company under the terms of the private
placement offering in exchange for 172,923 shares to our common stock.

         In June 2000, our company 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,  our  company  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,  our  company  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.  The company
has the right to require the debenture  holders to convert any unpaid  principal
and accrued  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, our company 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, our company  issued  2,000,000  shares of our common
stock valued at $0.20 per share.  This  issuance has been shown in our Company'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, we entered into a Line of Credit with GMF  Holdings,  Inc.
("GMF") Pursuant to the Line of Credit,  GMF agreed to acquire up to $10 million
of our  debentures.  The  debentures are  convertible  into shares of our 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 our company'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 our  discretion,  subject  to  various  conditions,  including  an  effective
registration  of the conversion  shares.  The dollar amount that our company can
request under any  individual  sale is subject to the average  trading volume of
our Common Stock for the preceding  40-day  trading  period.  GMF has waived the
dollar amount limitation on several  occasions.  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 us, including limitations
on our 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, our company registered  55,500,000 shares of our Common Stock to
be issued upon conversion of convertible debentures sold in connection with such
Line of Credit.

         With respect to the sale of unregistered  securities  referenced above,
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,  and  except  with  respect  to  the  purchases  by  Lido  Capital
Corporation  and Messrs.  Ingarfield,  Browning,  LaValliere and Roderick,  each
purchaser  signed  a  written  subscription  agreement  with  respect  to  their
financial  status and investment  sophistication  in which they  represented and
warranted, among other things, that they 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

                                       17
<PAGE>

         o    been  provided  with all  material  information  requested  by the
              purchaser  or his or her  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 our  company  at the time of  purchase,  except  for  Lido  Capital
Corporation  which was wholly-owned and controlled by an officer and director of
our company, Mr. Ingarfield.


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

         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.

OVERVIEW

         Through our wholly-owned subsidiary, we design,  manufacture and market
distinctive  premium  and  moderately-priced  sportswear.  We sell our  products
primarily  through  golf pro shops and  resorts,  corporate  sales  accounts and
better specialty stores. Our sportswear is marketed under three distinct labels:
Avid   Sportswear,   British  Open   Collection  and  Dockers  Golf.   From  our
incorporation  on September 19, 1997 until March 1, 1999, we had no  operations.
On March 1, 1999,  we  acquired  Avid  Sportswear,  Inc.,  which has 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 our business  operations  are  conducted  through Avid
Sportswear, Inc.

PLAN OF OPERATIONS

         ADDITIONAL  FUND RAISING  ACTIVITIES.  As of December 31, 2000,  we had
$25,452  cash-on-hand.  We have  historically  funded our  operations  through a
combination of internally generated cash, funds loaned to our company by certain
of our officers and directors and through the sale of securities. We may need to
raise  additional  funds  to  meet  expected  demand  for our  products  for the
remainder  of 2001 and beyond.  Our  current  liabilities  exceeded  our current
assets as of December  31, 2000.  Expenses  have  increased  due to, among other
things,  the addition of the Dockers Golf and British Open Collection labels. If
we underestimate  demand or incur  unforeseen  expenses in our product design or
other areas, such funds may be required earlier.

         We registered on behalf of certain  shareholders  14,988,640  shares of
Common  Stock  issued  pursuant  to  our  company's  private  offerings,   which
registration  statement  became  effective  on July 28, 2000.  In  addition,  we
registered on behalf of certain  shareholders  55,500,000 shares of Common Stock
issued,  or to be  issued  pursuant  to our  company's  line  of  credit,  which
registration  statement  became  effective on January 8, 2001. The sale of these
shares is permitted in most states  pursuant to  registration or exemptions from
registration.  These shares of Common Stock may be offered and sold from time to
time by selling  shareholders of our company, and none of the proceeds generated
from such sales will be  available to our company.  See "Certain  Business  Risk
Factors - Future Sales by Our  Shareholders May Adversely Affect Our Stock Price
and Our Ability to Raise Funds in New Stock Offerings."

         SUMMARY OF  ANTICIPATED  PRODUCT  DEVELOPMENT.  We spent  approximately
$280,000 and $417,000 on product development in 1999 and 2000, respectively,  in
preparation  for future  seasons and in designing  products for the Dockers Golf
and British Open Collection labels.  Because these product  development  efforts
are in their infancy,  we expect these efforts to continue into the  foreseeable
future.  Initially,  these efforts are expected to focus on golf-related apparel
and may eventually include other types of apparel.  Even after our product lines
mature,  we expect product  development  to remain a significant  expense due to
changing  fashions and other  factors.  We commenced a national  roll-out of our
Dockers Golf and British Open Collection labels in the Fall of 2000.


                                       18
<PAGE>

         SIGNIFICANT  PLANT  AND  EQUIPMENT  PURCHASES.  In 2000,  we  purchased
computer hardware and software,  telephone and embroidery equipment at a cost of
approximately $734,000.

         CHANGES IN NUMBER OF  EMPLOYEES.  We currently  have 31  employees.  As
shown in the  following  chart,  we  anticipate  minimal  hiring during 2001. We
believe that these  personnel will be adequate to accomplish the tasks set forth
in the plan.

                                                                PROJECTED
                                                   CURRENT      EMPLOYEES
          DEPARTMENT                              EMPLOYEES       2001
          ----------                              ---------       ----

          Marketing and Sales                         2             2
          Embroidery and Sewing                       10            10
          Warehousing and Delivery                    4             4
          Design and Production Control               5             5
          Administrative and Other
                   Support Positions                  10            9
                                                   --------      --------
          Total Employees                             31            30
                                                   --------      --------
          Independent Contractors - Sales             38            40
                                                   ========      ========

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

         The  following  table  sets  forth,  for  the  periods  presented,  the
percentage  of  net  sales   represented  by  certain  items  in  our  company's
Consolidated  Statement of Operations  for the year ended  December 31, 2000 and
1999 and the three months ended December 31, 2000 and 1999:

                                PERCENTAGE OF SALES
                                -------------------

                                     YEAR ENDED     YEAR ENDED
                                    DECEMBER 31,    DECEMBER 31,
                                        2000           1999
                                    ------------    ------------

            Sales, net                   100.0%          100.0%

            Cost of goods sold            89.0%           69.2%

            Gross margin                  11.0%           30.9%

            Operating expenses            84.6%          205.3%

            (Loss) from
            operations                    73.6%          174.4%

            Interest expense               3.5%           16.3%

            Net loss                      77.4%          187.7%


                                       19
<PAGE>


YEARS ENDED DECEMBER 31, 2000 AND 1999

         Our  results  of  operations  for the year  ended  December  31,  1999,
included  ten  months  of  operations  of  our  wholly-owned  subsidiary,   Avid
Sportswear,  Inc. Our results of operations in the year ended December 31, 2000,
included year of operations of our wholly-owned subsidiary.

         SALES,  NET. Sales,  net increased $8.5 million,  or 317.0%,  from $2.7
million to $11.2  million in the year ended  December  31, 2000  compared to the
same period in the prior year.  This increase is primarily  attributable  to the
introduction of the Dockers Golf and British Open Collection  product lines. The
year ended December 31, 2000,  included a full year of operating  results of our
wholly-owned  subsidiary,  Avid  Sportswear,  Inc.  compared  to ten  months  of
operating results in the same period in the prior year.

         COST OF GOODS  SOLD.  Cost of goods sold  increased  $8.1  million,  or
436.5%,  from $1.9 million to $10.0 million in the year ended  December 31, 2000
compared  to the  same  period  in the  prior  year.  Cost  of  goods  sold as a
percentage of sales,  net,  increased  from 69.2% in the year ended December 31,
1999 to 89.0% in the year ended  December 31, 2000.  This increase was primarily
attributable  to  increased  sales,  net and the higher  cost of  materials  and
freight  incurred in connection  with the  introduction  of the Dockers Golf and
British Open Collection  product lines, as well as the need to give  concessions
to customers  caused by late  shipping,  and the  liquidation  of inventory from
prior seasons.

         GROSS PROFIT.  Gross profit  increased  $0.4 in the year ended December
31,  2000  compared  to the same  period in the prior  year.  Gross  profit as a
percentage  of  sales,  net  decreased  from  30.9% to  11.0% in the year  ended
September  30,  1999  and  2000,  respectively.   This  decrease  was  primarily
attributable  to the  increase  in cost of  goods  sold  in the  current  period
compared to the same period in the prior year.

         SELLING EXPENSES.  Selling expenses increased $1.9 million , or 193.3%,
from $1.0 million to $2.9 million in the year ended  December 31, 2000  compared
to the same period in the prior year.  This increase was primarily  attributable
to the  start-up  costs  incurred in  connection  with the  introduction  of the
Dockers Golf and British Open Collection product lines.

         GENERAL  AND  ADMINISTRATIVE   EXPENSES.   General  and  administrative
expenses increased $1.4 million,  or 33.0%, from $3.8 million to $5.2 million in
the year ended  December 31, 2000 compared to the same period in the prior year.
This increase was primarily  attributable to the  infrastructure  development of
our  wholly-owned   subsidiary,   Avid  Sportswear,   Inc.  The   infrastructure
development  supported  the sales  growth  in 2000 and is  expected  to  support
additional growth in future periods.

         INTEREST EXPENSE.  Interest expense decreased $48,000, or 11.0%, in the
year ended  December  31,  2000,  compared to the same period in the prior year.
This  decrease  resulted  primarily  from the  pay-off of senior  lender debt in
August 2000.

         NET LOSS. Net loss increased $3.6 million,  or 70.0%, from $5.0 million
to $8.6 million in the year ended  December 31, 2000 compared to the same period
in the prior year.  This increase was primarily  attributable to the increase in
cost of goods sold, selling expenses,  general and  administrative  expenses and
interest expense in the year ended December 31, 2000.

         LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2000, we had $25,452
cash-on-hand  and  our  current  liabilities  exceeded  our  current  assets.  A
discussion of how we generated and used cash in the year follows:

         OPERATING  ACTIVITIES.  Our operating  activities  used $4.0 million in
cash during the year ended December 31, 2000, consisting mainly of a net loss of
$8.6 million. This item was partially offset by Common Stock issued for services
valued at $0.5 million,  depreciation and amortization expenses of $0.5 million,
an  increase  in  accounts  payable  of $3.6  million,  a decrease  in  accounts
receivable  of $0.4  million,  a decrease  in  inventory  of $0.08  million,  an
increase in due to factor of $0.9 million and an increase in accrued expenses of
$0.3 million.


                                       20
<PAGE>

         INVESTING  ACTIVITIES.  Our investing  activities  used $0.7 million in
cash during the year ended December 31, 2000,  consisting mainly of the purchase
of  embroidery  equipment,  an  exhibit  booth  for  trade  shows  and  computer
equipment.

         FINANCING  ACTIVITIES.  Financing  activities provided net cash of $4.5
million,  generated  mainly by the proceeds  from notes payable of $0.3 million,
proceeds  from  related  party notes  payable of $1.3  million,  the issuance of
Common Stock for cash of $4.0 million, and proceeds from convertible  debentures
of $0.3 million, partially offset by payments of notes payable of $1.2 million.

         Due to our significant  quarterly losses and the anticipated demand for
our Dockers Golf and British Open Collection product lines, we will need to rely
on  external  financing  to fund  our  operations  for the  foreseeable  future.
Expenses  increased in the three  months  ended  December 31, 2000 due to, among
other  things,  the  roll-out of the Dockers  Golf and British  Open  Collection
labels. If we underestimate  demand or incur unforeseen  expenses in our product
design or other areas, such funds may be required earlier.

         In August  2000,  we  entered  into a  factoring,  letter of credit and
revolving inventory facility.  Under the terms of these arrangements,  we assign
substantially all invoices for collection, typically on a non-recourse basis. We
may borrow up to 75% of eligible accounts receivable with a factoring commission
rate on the net sales  factored  and  interest  on the  amounts  advanced at the
factor's  index rate plus 4.29%.  The index rate was 6.2% at December  31, 2000,
corresponding  to an interest  rate of 10.49%.  In  addition,  currently  we may
borrow  up to 10%  of  eligible  inventory,  subject  to a  borrowing  limit  of
$2,500,000. In addition, a letter of credit facility was established that is not
to exceed $3,500,000,  subject to a reserve of 60% of available  borrowing under
the  revolving  facility.  The  term  of the  facility  is  one  year  and  will
automatically  renew unless  either party gives sixty days' notice of its intent
not to renew.

         On August 10,  2000,  we received a letter from Levi Strauss & Co. that
our company was in default of the Dockers  Golf  License  Agreement  between the
Company's wholly-owned subsidiary,  Avid Sportswear, Inc. and Levi Strauss & Co.
for failure to pay timely our royalty  payments  for May and June 2000.  We have
subsequently cured this default to the satisfaction of Levi Strauss & Co.

         As of August 18 2000,  the  outstanding  balance of the Company'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,  our company  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,  we  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 our debentures. The debentures are convertible into
shares of our 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
our company'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 our  discretion,  subject to various  conditions,  including an
effective  registration  of the  conversion  shares.  The dollar amount that our
company can request under any individual  sale is subject to the average trading
volume of our 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 us,
including  limitations  on our  ability  to sell  Common  Stock or Common  Stock
equivalents, sell assets, merge, or enter into certain other transactions.

         In  December  2000,  our  company  raised  $400,000  from  the  sale of
2,000,000  shares of Common  Stock.  See "Item 2.  Market for Common  Equity and
Related Stockholder Matters."

         On January 19, 2001,  we received a letter from IMG that our company is
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.


                                       21
<PAGE>


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



                                       22
<PAGE>












                          AVID SPORTSWEAR & GOLF CORP.

                       CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 and 1999



















                                       23


<PAGE>



                                 C O N T E N T S


Independent Auditors' Report..................................................25

Consolidated Balance Sheet....................................................26

Consolidated Statements of Operations.........................................28

Consolidated Statement of Stockholders' Equity (Deficit)......................29

Consolidated Statements of Cash Flows.........................................32

Notes to the Consolidated Financial Statements................................34




                                       24

<PAGE>



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

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

We have audited the accompanying consolidated balance sheet of Avid Sportswear &
Golf Corp.  as of December 31, 2000 and the related  consolidated  statements of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
December 31, 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 generally accepted auditing standards
accepted in the United States.  Those standards require that we plan and perform
the  audit  to  obtain  reasonable  assurance  about  whether  the  consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining on a test basis,  evidence  supporting the amounts and  disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  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 financial  position of Avid Sportswear &
Golf Corp. as of December 31, 2000 and the results of their operations and their
cash flows for the years ended  December  31, 2000 and 1999 in  conformity  with
generally accepted accounting principles.

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 $2,964,997  and has generated  significant  losses for the years ended
December  31,  2000 and 1999.  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
January 17, 2001,
except for Note 17,
which is dated March 31, 2001

                                       25

<PAGE>




                          AVID SPORTSWEAR & GOLF CORP.
                           Consolidated Balance Sheet


                                     ASSETS
                                     ------
                                                                    December 31,
                                                                        2000
                                                                    ------------

CURRENT ASSETS

    Cash                                                                 $25,452
    Accounts receivable, net (Note 1)                                     75,719
    Inventory (Note 2)                                                 1,961,464
    Due from factor, net (Note 10)                                       816,663
    Prepaid expenses                                                     134,900
    Other current assets                                                  71,540
                                                                      ----------

        Total Current Assets                                           3,085,738
                                                                      ----------

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
    Less: accumulated depreciation                                     (468,861)
                                                                      ----------

        Total Equipment                                                1,056,110
                                                                      ----------

OTHER ASSETS

    Goodwill, net (Note 14)                                            2,090,171
    Debt offering costs (Note 6)                                          66,405
    Deposits                                                              15,789
    Trademarks                                                             2,902
                                                                      ----------

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

        TOTAL ASSETS                                                 $ 6,317,115
                                                                     ===========



       The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       26

<PAGE>


                          AVID SPORTSWEAR & GOLF CORP.
                     Consolidated Balance Sheet (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                                    December 31,
                                                                        2000
                                                                    ------------
CURRENT LIABILITIES

    Cash overdraft                                                      $ 87,534
    Accounts payable                                                   5,086,000
    Accrued expenses                                                     479,688
    Notes payable - related parties (Note 4)                             166,557
    Notes payable (Note 5)                                               100,000
    Capital leases - current portion (Note 11)                            44,279
    Customer deposits                                                     86,677
                                                                      ----------

        Total Current Liabilities                                      6,050,735
                                                                      ----------

SUBORDINATED DEBT

    Notes payable - related parties (Note 4)                             547,126
    Note payable (Note 5)                                                561,525
                                                                      ----------

        Total Subordinated Debt                                        1,108,651
                                                                      ----------

LONG-TERM DEBT

    Convertible debentures (Note 6)                                      300,000
    Capital leases - long term portion (Note 11)                         122,954
                                                                      ----------

        Total Long-Term Debt                                             422,954
                                                                      ----------

        Total Liabilities                                              7,582,340
                                                                      ----------

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY (DEFICIT)

    Preferred stock; 10,000,000 shares authorized of
     $0.001 par value, zero issued and outstanding
    Common stock; 150,000,000 shares authorized of $0.001
     par value, 46,429,406 shares issued and outstanding                  46,429
    Additional paid-in capital                                        13,855,035
    Common stock subscription receivable                               (942,000)
    Accumulated deficit                                             (14,224,689)
                                                                    ------------

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

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



        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       27


<PAGE>

<TABLE>
<CAPTION>
                          AVID SPORTSWEAR & GOLF CORP.
                      Consolidated Statements of Operations


                                                                     For the Years Ended
                                                                         December 31,
                                                      -------------------------------------------------
                                                           2000                                1999
                                                      --------------                     --------------
<S>                                                     <C>                                 <C>
SALES, NET                                              $ 11,186,719                        $ 2,682,417

COST OF GOODS SOLD                                         9,951,682                          1,854,985
                                                       -------------                      -------------

    Gross Margin                                           1,235,037                            827,432
                                                       -------------                      -------------

OPERATING EXPENSES

    Shipping expenses                                        498,974                            153,848
    Design expense                                           416,552                            156,358
    Selling expenses                                       2,833,363                            966,065
    Depreciation and amortization expense                    463,936                            369,072
    Bad debt expense                                           6,840                             57,039
    General and administrative expenses                    5,247,097                          3,803,463
                                                       -------------                      -------------

        Total Operating Expenses                           9,466,762                          5,505,845
                                                       -------------                      -------------

        (Loss) from Operations                           (8,231,725)                        (4,678,413)
                                                       -------------                      -------------

OTHER INCOME (EXPENSE)

    Interest expense                                       (390,002)                          (438,269)
    Recovery of bad debts                                          -                             80,704
    Loss on sale of assets                                  (39,827)                                  -
                                                       -------------                      -------------

        Total Other Income (Expense)                       (429,829)                          (357,565)
                                                       -------------                      -------------

INCOME TAX BENEFIT                                                 -                                  -
                                                       -------------                      -------------

NET LOSS                                               $ (8,661,554)                      $ (5,035,978)
                                                       ============                       =============

BASIC LOSS PER SHARE (Note 1)                          $      (0.23)                      $      (0.25)
                                                       =============                      =============

</TABLE>



        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       28


<PAGE>



<TABLE>
<CAPTION>
                                                    AVID SPORTSWEAR & GOLF CORP.
                                        Consolidated Statements of Stockholders' Equity (Deficit)


                                                     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 (Note 3)                590,000           590           441,910                      -                 -

January 5, 1999, common stock
 issued for cash and debt, valued
 at $0.75 per share (Note 3)                       866,670           867           649,133                      -                 -

January 8, 1999, common stock
 issued for cash at $0.75 per
 share (Note 3)                                    210,668           211           157,789                      -                 -

January 8, 1999, warrants issued
 below market value (Note 3)                             -             -            53,235                      -                 -

January 11, 1999, common stock
 issued for cash and services,
 valued at $0.75 per share (Note 3)                560,000           560           419,440                      -                 -

January 11, 1999, common stock
 issued for media services valued
 at $0.75 per share (Note 3)                       800,000           800           599,200                      -                 -

January 20, 1999, common stock
 issued for cash and services valued at
$07.25 per share (Note 3)                          160,000           160           119,840                      -                 -

January 27, 1999, common stock
 issued to purchase Avid Sportswear
 valued at $0.75 per share (Note 3)              1,100,000         1,100           823,900                      -                 -

February 4, 1999, common stock
 issued for cash at $0.75 per share
 (Note 3)                                          372,002           372           278,630                      -                 -
                                               -----------     ---------     -------------        ---------------    --------------
Balance Forward                                 19,271,340      $ 19,272      $  4,436,270         $     (60,000)      $   (527,157)
                                               -----------     ---------     -------------        ---------------    ---------------
</TABLE>


       The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       29



<PAGE>



<TABLE>
<CAPTION>
                                                          AVID SPORTSWEAR & GOLF CORP.
                                        Consolidated Statements of Stockholders' Equity (Deficit) (Continued)





                                                     Common Stock                Additional
                                               -------------------------          Paid-In          Subscriptions       Accumulated
                                                 Shares         Amount            Capital            Receivable          Deficit
                                               -----------     ---------     ---------------      ----------------    -------------
<S>                                             <C>              <C>           <C>                  <C>               <C>
Balance Forward                                 19,271,340       $ 19,272      $    4,436,270       $     (60,000)    $   (527,157)

March 11, 1999, common stock issued
    for cash and services valued at
    $0.75 per share (Note 3)                     1,220,000          1,220             913,780                   -                 -

March 11, 1999 common stock issued
    for cash at $0.75 per share (Note 3)            83,334             83              62,417                   -                 -

March 11, 1999 common stock issued
    for cash at $0.75 per share (Note 3)            18,334             18              13,732                   -                 -

May 28, 1999, common stock issued
    for cash at $0.75 per share (Note 3)           101,100            101              75,724                   -                 -

September 20, 1999, common stock
    issued for cash and services valued
    at $0.75 per share (Note 3)                     50,000             50              37,450                   -                 -

December 28, 1999, common stock issued for
    conversion of debt to equity at $0.22 per
    share (Note 3)                               5,344,200          5,344           1,170,380                   -                 -

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

December 31, 1999, common stock
    issued for cash at $0.35 per share
    (Note 3)                                       285,714            286              99,714                   -                 -

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

Receipt of stock subscription                            -              -                   -              30,000                 -

Net loss for the year ended
    December 31, 1999                                    -              -                   -                   -       (5,035,978)
                                               -----------     ----------    ----------------     ---------------     -------------
Balance, December 31, 1999                      26,374,022       $ 26,374      $    7,092,848         $  (30,000)     $ (5,563,135)
                                               ===========     ==========    ================     ===============     =============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       30



<PAGE>

<TABLE>
<CAPTION>
                                                          AVID SPORTSWEAR & GOLF CORP.
                                        Consolidated Statements of Stockholders' Equity (Deficit) (Continued)



                                                     Common Stock                Additional
                                               -------------------------          Paid-In          Subscriptions       Accumulated
                                                 Shares         Amount            Capital            Receivable          Deficit
                                               -----------     ---------     ---------------      ----------------    -------------
<S>                                            <C>              <C>           <C>                  <C>                <C>

Balance, 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, December 31, 2000                     46,429,406       $   46,429    $ 13,855,035           $  (942,000)      $(14,224,689)
                                               ===========      ==========    =============          =============   ==============
</TABLE>





        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       31

<PAGE>



<TABLE>
<CAPTION>
                                      AVID SPORTSWEAR & GOLF CORP.
                                 Consolidated Statements of Cash Flows

                                                               FOR THE YEARS ENDED DECEMBER 31,
                                                               --------------------------------
                                                                  2000              1999
<S>                                                           <C>                 <C>
                                                              ---------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net (loss)                                                  $  (8,661,554)     $  (5,035,978)
   Adjustments to reconcile net (loss) to net cash
    used in operating activities:
     Depreciation and amortization                                   463,936             369,072
     Loss on valuation of asset                                       39,827                   -
     Options and warrants issued below market                        338,235              53,235
     Common stock issued for services                                534,625           1,890,000
     Conversion of debt below market value                           153,656             293,381
     Recovery of bad debt expense                                          -             (80,704)
     Change in allowance for bad debt                                (44,376)                  -
   Changes in operating assets and liabilities:
     Increase in due from factor                                    (910,293)                  -
     (Increase) decrease in accounts receivable                      378,091              80,775
     (Increase) decrease in inventory                                (76,074)           (876,299)
     (Increase) decrease in other assets                            (187,115)            (13,165)
     Increase (decrease) in accounts payable                       3,632,773             926,954
     Increase (decrease) in other current liabilities                365,480             116,461
                                                               --------------   ----------------

       Net Cash Used in Operating Activities                      (3,972,789)         (2,276,268)
                                                               --------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Proceeds from sale of equipment                                    22,350                   -
   Purchases of property and equipment                              (733,915)           (343,705)
                                                               --------------   -----------------

       Net Cash Used in Investing Activities                        (711,565)           (343,705)
                                                               --------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Cash overdraft                                                     87,534                   -
   Cash purchased with Avid Sportswear, Inc.                               -              34,045
   Payment to Avid shareholders                                            -            (725,000)
   Proceeds from notes payable                                       261,525           1,962,274
   Payments on notes payable                                      (1,160,524)         (1,852,869)
   Proceeds from related party notes payable                       1,307,723           1,479,677
   Payments on related party notes payable                                 -            (265,058)
   Proceeds from convertible debentures                              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 stock                                          -              12,500
   Common stock repurchased                                          (17,500)                  -
   Payments on capital leases                                        (17,350)                  -
   Debt offering costs                                               (68,695)                  -
                                                               --------------   ----------------

       Net Cash Provided by Financing Activities               $   4,472,399      $    2,703,143
                                                               ==============   ================
</TABLE>



        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       32

<PAGE>


<TABLE>
<CAPTION>
                                    AVID SPORTSWEAR & GOLF CORP.
                        Consolidated Statements of Cash Flows (Continued)

                                                               FOR THE YEARS ENDED DECEMBER 31,
                                                               --------------------------------
                                                                  2000              1999
<S>                                                            <C>              <C>
                                                              ---------------- ---------------

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

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF YEAR                                                              237,407         154,237
                                                               ---------------  ---------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                       $       25,452   $     237,407
                                                               ===============  ===============


CASH PAID FOR:

   Interest                                                    $      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                           $    1,069,039   $   1,385,724
   Issuance of common stock for services                       $      534,625   $   1,890,000
   Issuance of common stock for subscription                   $      927,000   $           -
   Conversion of debt below market value                       $      153,656   $     293,381
   Options and warrants issued below market                    $      338,235   $      53,235
   Capital leases for equipment                                $      184,583   $           -
</TABLE>






        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       33

<PAGE>




                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                           December 31, 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
                      which is 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, 1998, 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 is engaged in the  business  of
                      producing and selling golf wear related products.

                      b.  Depreciation

                      Depreciation  is 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.

                                       34
<PAGE>




                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                           December 31, 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:

<TABLE>
<CAPTION>
                                                                      For the
                                                                    Years Ended
                                                                   December 31,
                                                        -----------------------------------
                                                               2000              1999
                                                        ----------------   ----------------
              <S>                                         <C>               <C>
              Numerator (net loss)                        $  (8,661,554)    $  (5,035,978)
              Denominator (weighted average
                number of shares outstanding)                37,696,446        20,264,997
                                                        ----------------   ----------------
              Loss per share                              $       (0.23)    $       (0.25)
                                                        ================   ================
</TABLE>


              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  $13,000,000 at December 31, 2000
              which will fully expire in 2020.  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.

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

 <TABLE>
<CAPTION>
                                                                      For the
                                                                    Years Ended
                                                                   December 31,
                                                        -----------------------------------
                                                               2000              1999
                                                        ----------------   ----------------
              <S>                                        <C>               <C>
              Income tax benefit at statutory rate       $   3,611,857     $  1,996,318
              Change in valuation allowance                 (3,611,857)      (1,996,318)
                                                         $           -     $          -
                                                        ===============   ==============
</TABLE>



                                       35
<PAGE>


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


NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              g.  Income Taxes (Continued)

              Deferred  tax  assets  (liabilities)  at  December  31,  2000  are
              comprised of the following:

              Net operating loss carryforward                    $     5,608,176

              Valuation allowance                                    (5,608,176)
                                                                ----------------
                                                                 $             -
                                                                ================

              h.  Change in Accounting Principle

              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
              principal  had no material  effect on the  Company's  consolidated
              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
              principal  had no material  effect on the  Company's  consolidated
              financial statements.




                                       36
<PAGE>


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


NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              The Company has 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 principal had no
              material   effect   on  the   Company's   consolidated   financial
              statements.

              i.  Goodwill

              Goodwill  generated from the purchase of Avid Sportswear,  Inc. is
              amortized over a ten-year life using the straight-line method. The
              Company will evaluate the recoverability of the goodwill annually.
              Any  impairment  of goodwill  will be realized in the period it is
              recognized.

              j.  Allowance for Doubtful Accounts

              The Company's  accounts  receivable  and due from factor are shown
              net of an allowance for doubtful  accounts of $46,906 and $93,630,
              respectively, at December 31, 2000.

              k.  Reclassification

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

              l.  Advertising Expense

              The Company expenses advertising costs as incurred.

              m.  Principles of Consolidation

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

              n.  Revenue Recognition

              The Company's  revenue is created primarily from the sale of men's
              golf apparel. Revenue is recognized when the product is shipped to
              the customer.


                                       37
<PAGE>



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


NOTE 1 -      NATURE OF ORGANIZATION (Continued)

              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.

NOTE 2 -      INVENTORY

              Inventories for December 31, 2000 consisted of the following:

                                                                   December 31,
                                                                      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 are 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.


                                       38
<PAGE>


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


NOTE 3 -      EQUITY TRANSACTIONS (Continued)

              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.

              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.  These  shares of common stock were
              forfeited  by the  President  of  the  Subsidiary  pursuant  to an
              amendment to his employment  agreement effective as of January 31,
              2001.

                                       39
<PAGE>



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


NOTE 3 -      EQUITY TRANSACTIONS (Continued)

              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.

              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 the 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.



                                       40
<PAGE>


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


NOTE 4 -      NOTES PAYABLE - RELATED PARTIES

              Notes  payable - related  parties  consisted  of the  following at
              December 31, 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
                                                                     ===========

              The notes payable to the CEO and Director  totaling  $547,126 have
              been subordinated to the GE line of credit (Note 10), accordingly,
              they have been classified as subordinated debt between current and
              long-term debt.

NOTE 5 -      NOTES PAYABLE

              Notes payable consisted of the following at December 31, 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   guarantees  of
               certain officers.                                     $   561,525

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


              Less: amounts due by December 31, 2001                   (100,000)
                                                                    ------------

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

              The  note  payable  to  the   shareholder  of  $561,525  has  been
              subordinated to the GE line of credit (Note 10),  accordingly,  it
              has been  classified  as  subordinated  debt  between  current and
              long-term debt.


                                       41
<PAGE>


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


NOTE 6 -      CONVERTIBLE DEBENTURES

              Four  (4)  convertible  debentures  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
                                                                      ----------
              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 are being
              amortized over the life of the debentures. Amortization expense of
              $2,290 has been recognized for the year ended December 31, 2000.

NOTE 7 -      COMMITMENTS AND CONTINGENCIES

              a. Operating Leases

              The Company leases office and warehouse  space and other equipment
              items under  non-cancellable  operating leases which expire in May
              2003. The monthly office rent amount is $10,349.  Rent expense for
              the  years  ended  December  31,  2000 and 1999 was  $124,590  and
              $124,846, respectively.

              Future payments required under the lease terms are as follows:

<TABLE>
<CAPTION>
                     For the
                   Years Ended      Copier         Office        Car        Pitney
                   DECEMBER 31,     Lease          Lease        Lease       Bowes          Total
                   ------------   ---------    -----------  ----------     ----------   -----------
                   <S>             <C>          <C>          <C>            <C>          <C>

                     2001          $    955     $ 126,067    $  6,285       $  1,613     $  134,920
                     2002                -         42,336       6,285          1,210         49,831
                     2003                -              -       2,619              -          2,619
                   ------------   ---------    -----------  ----------     ----------   -----------
                                   $    955     $ 168,403    $ 15,189       $  2,823     $  187,370
                   ============   =========    ===========  ==========     ==========   ===========
</TABLE>

              Copier lease:         $159.13 per month, lease expires June 2001.
              Office lease:         $10,348.80 per month, expires April 2002.
              Car lease:            $523.78 per month, expires May 2003.
              Pitney Bowes:         $403.34 per quarter, expires September 2002.



                                       42
<PAGE>


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


NOTE 7 -      COMMITMENTS AND CONTINGENCIES (Continued)

              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
              is 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 is for the United
              States and its territories  and has a seven year term.  Under this
              license,  the Company may manufacture,  advertise,  distribute and
              sell products bearing the licensed  trademarks to specialty stores
              and the menswear  departments of department stores. The Company is
              not  permitted  to sell  these  products  to  discount  stores  or
              mass-market retail chains. In return for this license, the Company
              must pay the licensor,  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 Company has accrued a payable of $62,500 for the
              first half of the second year  minimum  guaranteed  royalty.  This
              amount is included in the accrued expenses.

                                                Minimum
                 CONTRACT YEAR                  Royalty
                 -------------                  ----------

                               1                $  100,000
                               2                $  125,000
                               3                $  150,000
                               4                $  175,000
                               5                $  200,000
                               6                $  200,000
                               7                $  200,000

              On  January  19,  2001,  we  received  a letter  from IMG that our
              company  is 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.



                                       43
<PAGE>



                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                           December 31, 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 is Levi Strauss & Co. This license is for
              the United States, its territories and Bermuda. The license has an
              initial  term  expiring on December 31, 2003 and will renew for an
              additional three year term expiring  December 31, 2006 if: (i) net
              sales of the licensed products for calendar year 2002 are at least
              $17.0  million  and  (ii)  our  wholly-owned  subsidiary  has  not
              violated any material provisions of the license.  Thereafter,  the
              licensor  will  negotiate  in good faith for up to two  additional
              three year terms if: (i) the  license is renewed  for the  initial
              renewal period,  (ii) our wholly-owned  subsidiary's net sales for
              each  year  in  the  initial  renewal  period  have  exceeded  its
              projected  sales for each  such  year and  (iii) our  wholly-owned
              subsidiary  has  not  violated  any  material  provisions  of  the
              license. Subject to a guaranteed minimum royalty, our wholly-owned
              subsidiary  must pay 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  will be six percent  instead of
              four percent.  The guaranteed  minimum royalty is as follows:  The
              minimum guaranteed royalties began in 2000.

                                              Minimum
              CONTRACT YEAR                   Royalty
              -------------                   ----------

                             1                $  250,000
                             2                $  540,000
                             3                $  765,000
                             4                $  990,000


              During the year ended  December  31,  2000,  the Company  expensed
              $589,076 pursuant to sales of Docker's products.

              The guaranteed  minimum royalty in the initial renewal period,  if
              any,  will be equal to  seventy-five  percent of our  wholly-owned
              subsidiary's  projected earned royalty derived from the sales plan
              provided for each annual period  contained in the initial  renewal
              period.  The  guaranteed  minimum  royalty is  payable  quarterly,
              except  for the first  year in which it was  payable  as  follows:
              $25,000 on March 31, 2000,  $50,000 on June 30, 2000, and $100,000
              on  December  31,  2000.  Based  on its net  sales  in  2000,  the
              wholly-owned  subsidiary  exceeded the guaranteed minimum royalty.
              Royalty  expenses  for  the  period  ended  December  31,  2000 of
              $131,348 are accrued and included in accrued expenses.



                                       44
<PAGE>

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


NOTE 7 -      COMMITMENTS AND CONTINGENCIES (Continued)

              c.  Royalty Agreement (Continued)

              Our  wholly-owned  subsidiary  is required to spend at lease three
              percent of its projected sales of licensed  products for each year
              on advertising  for this brand.  Between June 1, 1999 and December
              31, 1999,  it was  required to spend at least  $240,000 on initial
              product launch advertising.  The license requires our wholly-owned
              subsidiary   to  produce   two   collections   per  year  for  the
              spring/summer and winter/fall  seasons,  in at least 52 styles, of
              which 40 must be tops and 12 bottoms.  The  licensor has the right
              to approve or  disapprove  in advance of sale the  trademark  use,
              styles,   designs,   dimensions,   details,   colors,   materials,
              workmanship,  quality or otherwise,  and  packaging.  The licensor
              also  has  the  right  to  approve  or  disapprove   any  and  all
              endorsements,  trademarks,  trade names, designs and logos used in
              connection with the license. Samples of the licensed products must
              be  submitted  to the  licensor  for  examination  and approval or
              disapproval prior to sale.

              d.  Employment Agreements

              The  Company's  wholly-owned  subsidiary  has 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 will be the same for each year
              during the term unless the  employer  establishes  a formal  bonus
              plan.  The  employer  will  reimburse  Mr. Mow for all  reasonable
              expenses  incurred  in  connection  with  the  performance  of his
              duties. 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 & Golf Corp.
              granted to Mr. Mow on January 17, 2000.

              The Company's wholly-owned subsidiary has 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 is  $150,000,  subject  to  increases  as
              determined  by the  employer.  In addition,  Mr.  Roderick will be
              eligible for bonuses at the  discretion of the Board of Directors.
              The  employer  will  reimburse  Mr.  Roderick  for all  reasonable
              expenses  incurred  in  connection  with  the  performance  of his
              duties.

              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  will be
              $325,000 plus cost of living  adjustments.  Additionally,  the CEO
              shall be eligible for incentive  bonus  compensation as determined
              by the Board of Directors.  The agreement is for a period of three
              years.   The  Company  will  reimburse  Mr.   Ingarfield  for  all
              reasonable expenses incurred in connection with the performance of
              his duties.


                                       45
<PAGE>



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


NOTE 7 -      COMMITMENTS AND CONTINGENCIES (Continued)

              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 Avid products 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 is set forth in the Agreement,  whereas the second year
              fixed fee is determined by that individual's  final ranking on the
              official  PGA Tour  Money List at the end of the first  year.  The
              individuals  are 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
              number of days of personal  appearance varies by individual.  Avid
              has secured insurance  coverage to offset the risk associated with
              potential bonus payments.  The minimum future guaranteed  payments
              for the years ended  December  31, 2001 and 2002 are  $185,000 and
              $75,000, respectively.

              f.  Inventory Purchases

              The Company has committed to purchase  $169,777 in inventory  once
              it clears customs in Miami, Florida.

              g.  Letters of Credit

              The  Company has  committed  to  purchase  $366,000  of  inventory
              currently  on order from  suppliers  off shore  under  irrevocable
              documentary  letters of credit  once the goods have  cleared  U.S.
              customs in Los Angeles, California.

NOTE 8 -      CONCENTRATIONS OF RISK

              a.  Cash

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

              b.  Accounts Receivable

              The  Company   provides  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 70% of the total
              accounts payable.


                                       46
<PAGE>



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


NOTE 9 -      CUSTOMERS AND EXPORT SALES

              During 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,
                                                    ----------------------------
                                                        2000             1999
                                                    ------------    ------------

Foreign sales                                       $     27,497    $         -
Domestic sales                                        11,159,222      2,360,596
                                                    ------------    ------------
                                                    $ 11,186,719    $ 2,360,596
                                                    ============    ============
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 has an initial term expiring
               in August 2001 and continuing on an annual basis thereafter, Avid
               assigns  substantially  all of  its  accounts  receivable  to the
               factor,  typically  on a  non-recourse  basis.  Avid may  request
               advances  up to 75% of the  eligible  net  sales and up to 40% of
               eligible inventory.  Due to noncompliance with certain covenants,
               Avid may only  receive  advances  against  inventory up to 10% of
               eligible  inventory.  Advances  against  inventory may 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  charges Avid a fee on the net sales factored and interest
               on the amounts  advanced at the  factor's  index rate plus 4.29%.
               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 is
               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,  and has not received a waiver of this violation
               from the factor.



                                       47
<PAGE>


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


NOTE 10 -     DUE FROM FACTOR (Continued)

              Outstanding factored receivables:

                          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 with provides for the
              factor to open  letters of credit to  facilitate  the purchase of
              inventory.  Letters of credit  are  opened as needed,  subject to
              factor  approval,  and are secured by the  acquired  inventories.
              Open letters of credit may not exceed $3,500,000 at any time. The
              amount of open  letters of credit was  $366,081 at  December  31,
              2000.

              Obligations  due to the factor under the factoring  agreement are
              collateralized  by a continuing  security  interest in all of the
              assets of Avid,  except fixed assets,  and are  guaranteed by the
              parent.  All  indebtedness  due to  the  factor  is  additionally
              guaranteed by a shareholder up to a limit of $375,000.

NOTE 11 -     CAPITAL LEASES

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

                                           Year End
                                         DECEMBER 31,

                                             2001                   $     68,116
                                             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 recorded  depreciation on capitalized lease equipment
              expense of $13,512 for the year ended December 31, 2000.



                                       48
<PAGE>


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


NOTE 12 -     RELATED PARTY TRANSACTIONS

              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.

              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 an  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.

              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 have  personally
              guaranteed  the office lease  agreement in Torrence,  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  $2,714,997  and has
              generated significant losses for the years ended December 31, 2000
              and 1999.  For the year  ended  December  31,  2001,  the  Company
              anticipates  that it will need  $2,000,000  to  $4,000,000 of cash
              above the cash  generated by operations in order to meet operating
              requirements.  Management anticipates that the necessary cash will
              be provided  from the  factoring  agreement,  draws on the line of
              credit and exercises of warrants.



                                       49
<PAGE>



                          AVID SPORTSWEAR & GOLF CORP.
                 Notes to the Consolidated Financial Statements
                           December 31, 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 is as follows:

                         Goodwill                             $   2,559,331

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

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

              The  goodwill  is  being  amortized  over a 10  year  period.  Any
              impairment  of  goodwill  will  be  recognized  in the  year it is
              realized.

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.  Unless  approved by GMF, GMF will sell
              to the Company up to $10,000,000 of debentures for a period not to
              exceed two years. The Company can 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. 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 will be 80%
              of the market price.  The market price will be 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.  At December 31, 2000, the Company had not received any
              advances  under the line of credit.  As of March 27, 2001, GMF had
              advanced approximately $771,503 to the company.

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.   As  of  December  31,  1999,   there  were  no  options
              outstanding which were granted to employees.

              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.



                                       50
<PAGE>



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


NOTE 16 -     DILUTIVE INSTRUMENTS (Continued)

              a.  Stock Options (Continued)

              A Summary of the Company's  outstanding stock options and weighted
              average  assumptions  used for grants as of  December  31, 2000 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      Exercise
-----------------------------------  ----------   -----------  -----------  ----------   -----------  --------------
<S>                                   <C>              <C>       <C>          <C>                <C>  <C>
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.

                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.



                                       51
<PAGE>


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


NOTE 16 -     DILUTIVE INSTRUMENTS (Continued)

              b.  Unqualified Stock Options (Continued)

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

                                                        2000            1999
                                                   ----------------  -----------

              Net loss:
                  As reported                      $  (8,661,554)     $      -
                  Pro forma                           (8,911,554)            -
              Net income per share:
                  As reported                      $       (0.23)     $      -
                  Pro forma                                (0.24)     $      -

              c.  Warrants

              A summary  of the  Company's  outstanding  warrants  and  weighted
              average  assumptions  used for grants as of  December  31, 2000 is
              presented below:

                                             Vesting
<TABLE>
<CAPTION>
                               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      2,000,000       $0.35      $0.13            -
2) J. McKee                   12/31/99     Immediately        285,714       $1.50      $0.38            -
3) D. Paetz                   12/31/99     Immediately        100,000       $0.50      $0.38            -
4) Tarpon Scurry              01/08/99     Immediately         39,000       $0.01      $1.77            -
                                                           ----------                           ---------
                                                            2,424,714                                   -
                                                           ==========                           =========
</TABLE>

<TABLE>
<CAPTION>
                                             Risk-Free
                               Expiration    Interest     Expected      Expected      Expected      Compensation
          Description             Date         Rate         Life       Volatility    Dividends        Exercise
----------------------------  ------------  ----------   ----------   ------------  -----------    ---------------
<S>                             <C>             <C>      <C>             <C>                 <C>     <C>
1) May Davis Group              12/29/00        5.13%            3       173.61%             0       $   185,554
2) J. McKee                     08/13/99        5.87%            5       100.63%             0            63,074
3) D. Paetz                     08/01/03        5.87%            5       100.63%             0            28,194
4) Tarpon Scurry                01/08/04        5.69%            3        86.94%             0            53,235
                                                                                                     -------------

                                                                                                     $   330,057
                                                                                                     =============
</TABLE>

                                       52

<PAGE>

NOTE 17 -     SUBSEQUENT EVENTS

              Common Stock Issuances
              ----------------------

              Subsequent  to December 31,  2000,  the Company  issued  4,620,110
              shares of common  stock  valued at an  average  price of $0.05 per
              share for the conversion of $234,418 of debt  associated  with the
              Company's line of credit.

              Subsequent  to December 31, 2000,  the Company  issued  11,500,000
              shares of  common  stock  valued at $0.085  per share to a related
              party for the conversion of $977,500 of debt.

              Subsequent  to December 31,  2000,  the Company  issued  2,736,486
              shares of common  stock  valued at an average  price of $0.082 per
              share for the conversion of debt of $223,179.

              Subsequent  to December 31,  2000,  the Company  issued  6,000,000
              shares of common  stock  valued at an  average  price of $0.05 per
              share for subscriptions receivable of $300,000.

              Debenture Advances
              ------------------

              From  January  1, 2001 to March 31,  2001,  the  Company  received
              advances of $771,503 from the Company's line of credit.

              Forfeiture of Shares
              --------------------

              On January 31, 2001, the president of the subsidiary forfeited all
              1,200,000  shares of the  Company's  common stock issued to him on
              January 17,  2000,  pursuant  to an  amendment  to the  presidents
              employment agreement.


                                       53
<PAGE>



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:
            ----                  ---     --------

            Earl T. Ingarfield     41     President, Chief Executive Officer
                                          and Chairman

            Jerry L. Busiere       65     Secretary, Treasurer and Director

            Michael E.             39     Director
             LaValliere

            Barnum Mow             43     Director and Chief Executive Officer
                                          and President of Avid Sportswear, Inc.

            David Roderick         47     Executive Vice-President of
                                          Merchandising and Design of Avid
                                          Sportswear, Inc.

         EARL T. INGARFIELD has been the Chief Executive Officer,  President and
Chairman since June 1998. Since June 30, 1995, Mr.  Ingarfield has also been the
sole owner of Lido Capital  Corporation,  a privately-held  company in Sarasota,
Florida.  From 1979 to 1987, he was a professional hockey player for the Atlanta
Flames,  Calgary Flames and Detroit Red Wings.  For many years, he has also been
involved in Indy-car racing, offshore boat racing and is an avid golfer.

         JERRY L. BUSIERE has been the Secretary, Treasurer and a Director since
June 1998. Mr. Busiere has over forty-one  years of experience in accounting and
taxation. From 1997 to July 1998, he was Controller of Lido Capital Corporation,
a privately-held  company owned by Mr.  Ingarfield.  From 1989 to 1995, he was a
Senior Rate  Analyst and Chief  Financial  Officer of  Poly-Portables,  Inc.,  a
Georgia-based  manufacturing  company.  From  1962 to  1988,  he  owned  his own
accounting practice. He has served as a consultant for numerous companies,  such
as Wellcraft Boat  Manufacturing,  Englewood  Disposal Service,  Poly-Portables,
Inc., Colony Beach Resort, Buccaneer Inn and Far Horizon Resorts. He received an
A.S. Degree in 1973 from the University of South Florida in Sarasota, Florida.

         MICHAEL E.  LAVALLIERE  has been a Director of our company  since June,
1998. Since 1996, he has also been President and CEO of Collaborative  Marketing
Services,  Inc.  ("CMS"),  a leader in the marketing and  distribution  of kiosk
advertising   programs  and  point  of  sale   machines  in  a  broad  range  of
applications.  Under Mr.  LaValliere's  leadership,  CMS has become an  industry
leader in the area of web page design activities for the Internet.  From 1993 to
1996, he served as Vice  President of Sales and Marketing for  Interactive  Golf
Services,  Inc.  ("IGSI"),  a company which  provided touch screen kiosks to the
golf market.  Under Mr.  LaValliere's  direction,  IGSI  developed a client base
which included Maxfli Golf Co., Taylor Made Golf Co. and Cleveland Golf Co. From
1981  to  1995,  he  was a  professional  baseball  player  as a  member  of the
Philadelphia Phillies (1981-1984),  St. Louis Cardinals (1985-1986),  Pittsburgh
Pirates  (1987-1992)  and Chicago White Sox  (1993-1995).  While a member of the
Pirates  and  White  Sox,   he  was  elected  to  serve  as  the  player   union
representative with negotiation responsibilities in the area of labor contracts,
pension plans, player marketing rights and licensing agreements.

         BARNUM MOW has been  Chief  Executive  Officer  and  President  of Avid
Sportswear,  Inc. since September, 1999. From 1983 until September 1999, Mr. Mow
was Senior  Vice  President  of Bugle Boy  Industries,  a  wholesale  and retail
apparel company with combined annual sales of $550,000,000.  Over a sixteen year
period of progressive management responsibility,  Mr. Mow became responsible for


                                       54
<PAGE>



Bugle  Boy's  operations,   distributions,  sales,  and  management  information
systems.   Most  recently,   he  led  a  management  team,  comprised  for  four
vice-presidents and four directors,  which was responsible for over nine hundred
employees  and a  $40,000,000  annual  operating  budget.  Mr. Mow managed  four
distribution  sites,  totaling  over one  million  square feet in size and which
supported  two thousand  five hundred  wholesale  accounts and two hundred sixty
retail stores;  the integration of software  development with hardware platforms
used to support  Bugle  Boy's  activities;  and Bugle Boy's  website,  intranet,
telecommunications,   video  conferencing,   and  Internet  e-commerce.  He  was
responsible for costing,  merchandising,  product development,  production,  and
bringing to market  four  different  line breaks per year.  Mr. Mow was also the
National Sales Manager for Bugle Boy Active Wear, Swim Wear and T-shirts,  which
accounted for  $70,000,000 in annual sales.  Mr. Mow received a B.S. in Business
Administration from the University of Southern California.

         DAVID RODERICK had been a Director of our company from March 1, 1999 to
November 26, 1999 and Executive  Vice-President  of Merchandising  and Design of
our  wholly-owned  subsidiary  since  September,  1999.  In this  capacity,  Mr.
Roderick  is  primarily   responsible  for  our  company's  three  brands:  Avid
Sportswear,  Dockers Golf and British Open Collection. Mr. Roderick founded Avid
Sportswear,  Inc. in October of 1988. He served as President of Avid Sportswear,
Inc. until September, 1999, during which time he was responsible for the product
and brand development of the Avid Sportswear brand name.

         On December  26,2000,  Thomas L. Browning resigned as a Director of our
company. Mr. Browning had been a Director of our company since June, 1998.


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

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

<TABLE>
<CAPTION>
                                        ANNUAL COMPENSATION                         LONG-TERM COMPENSATION
                                        -------------------         -----------------------------------------------------------
                                                                                    RESTRICTED   SECURITIES
                                                                    OTHER ANNUAL      STOCK      UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION(S)                                      COMPENSATION     AWARD(S)      OPTIONS      COMPENSATION
                                 YEAR    SALARY ($)   BONUS ($)          ($)           ($)          (#S)            ($)
-------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>          <C>           <C>          <C>              <C>            <C>
Earl T. Ingarfield(1)            2000     $325,000         --                --             --           --               --
Chief Executive Officer,         1999           --         --                --             --           --               --
President and Chairman of the    1998           --         --                --             --           --               --
Board of Directors

Jerry L. Busiere(2)              2000           --         --                --             --           --               --
Secretary, Treasurer and         1999           --         --                --             --           --               --
Director                         1998           --         --                --             --           --               --

Barnum Mow(3)                    2000     $300,000         --                --            (4)      864,477               --
President of Avid Sportswear,    1999      $70,577     $25,000               --             --           --               --
Inc.                             1998           --         --                --             --           --               --

David Roderick, Executive        2000     $150,000         --        $12,000.(5)            --           --               --
Vice-President of                1999     $150,000         --        $12,000.(5)            --           --               --
Merchandising and Design of      1998     $150,000         --        $12,000.(5)            --           --               --
Avid Sportswear, Inc

</TABLE>


                                       55
<PAGE>


---------------------
(1)      Mr. Ingarfield became Chief Executive Officer, President and Chairman
         of the Board of Directors in June, 1998.
(2)      Mr. Busiere became Secretary, Treasurer and a Director in June, 1998.
(3)      Mr. Mow became Chief Executive Officer and President of our
         wholly-owned subsidiary on September 17, 1999.
(4)      On January 17, 2000, our company issued 1,200,000 shares of our Common
         Stock to Mr. Mow. These shares were forfeited pursuant to an amendment
         to Mr. Mow's employment agreement effective January 31, 2001.
(5)      Mr. Roderick's other annual compensation consists of a company car and
         automobile insurance.

EMPLOYMENT AGREEMENTS

         On February 29, 2000, we entered into a three-year employment agreement
with Mr. Ingarfield.  Pursuant to this agreement,  Mr. Ingarfield is employed as
the Chief Executive Officer and President of our company.  Mr. Ingarfield has 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) will be paid quarterly in our company's stock on the last day
of each calendar quarter. In addition, Mr. Ingarfield will be entitled to annual
incentive  bonus  compensation  in an  amount to be  determined  by the Board of
Directors.  Mr.  Ingarfield  is entitled to a company car. In the event that Mr.
Ingarfield's  employment is terminated by our company  without "cause" or by Mr.
Ingarfield  for  "good  reason"  (which  includes  a change of  control),  he is
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 is entitled to
certain  relocation  expenses incurred in a change of principal  residence.  The
agreement  provides that Mr. Ingarfield will not compete with our company during
his employment and for two years thereafter  unless his employment is terminated
by our company  without  "cause" or by Mr.  Ingarfield  for "good  reason."  Mr.
Ingarfield  has demand and  piggy-back  registration  rights with respect to his
stock  in our  company.  Mr.  Ingarfield  may  require  our  company  to  file a
registration statement with respect to this stock on an annual basis. Additional
terms of Mr. Ingarfield's  employment are set forth in his employment agreement,
which is included as an exhibit to our company's  Registration Statement on Form
10-SB, as amended.

         Our  wholly-owned  subsidiary  entered  into a  three  year  employment
agreement with Barnum Mow, commencing 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 our
wholly-owned subsidiary,  Avid Sportswear,  Inc. His base salary is $300,000 per
year,  subject to  increases  as  determined  by the Board of  Directors of Avid
Sportswear,  Inc. In addition  to his salary,  Mr. Mow also  received a bonus of
$25,000 in 1999. His bonus will be the same for each year during the term unless
the employer  establishes a formal bonus plan.  The employer  reimburses Mr. Mow
for all reasonable  expenses  incurred in connection with the performance of his
duties.  On January 25,  2000,  our company  granted Mr. Mow options to purchase
864,477 shares of our Common Stock at a purchase  price of $0.375 per share.  In
February  2000,  our company  issued Mr. Mow  1,200,000  shares of our company's
Common Stock.  Effective  January 31, 2001,  Avid  Sportswear,  Inc. and Mr. Mow
entered into an amendment  to Mr.  Mow's  employment  agreement in which Mr. Mow
forfeited  1,200,000  shares of Common  Stock of Avid  Sportswear  & Golf  Corp.
granted to Mr. Mow on January 17, 2000. Additional terms of Mr. Mow's employment
are set forth in his  employment  agreement,  which is included as an exhibit to
our company's Registration Statement on Form 10-SB (as amended).

         Our  wholly-owned  subsidiary  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 Executive Vice
President of Merchandising and Design.  His base salary is $181,000,  subject to
increases as  determined  by the  employer.  In addition,  Mr.  Roderick will be
eligible for bonuses at the  discretion of the Board of Directors.  The employer
will reimburse Mr. Roderick for all reasonable  expenses  incurred in connection
with the performance of his duties. Additional terms of employment are set forth


                                       56
<PAGE>


in his  employment  agreement,  which is included as an exhibit to our company's
Registration  Statement on Form 10-SB (as amended)  filed with the Commission on
December 1, 1999.

         We have not entered into an employment agreement with Mr. Busiere.

STOCK PLAN

         On January 17,  2000,  we adopted our  company's  2000 Stock  Incentive
Plan,  under  which our key  employees,  consultants,  independent  contractors,
officers and director are eligible to receive  grants of stock or stock options.
Our company has reserved a total of  3,000,000  shares of Common Stock under the
incentive plan. 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, we granted stock options as follows:


<TABLE>
<CAPTION>
         NAME:                        NO. OF SHARES:           EXERCISE PRICE:       EXPIRATION:
         ----                         -------------            --------------        ----------
<S>      <C>                             <C>                        <C>              <C>
         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
</TABLE>


These  options  were  granted in exchange  for these  individuals'  agreement to
personally guaranty certain obligations of our company, including leases for our
facilities.  We do not believe that we could have obtained  these leases without
the personal guarantees. Subsequently, the options to Messrs. Ponsler and Abrams
were cancelled  when our company's  senior lender  required  payment of its loan
facility to our company and such payment was made solely by Mr.  LaValliere  and
Lido Capital Corporation. See "Executive Compensation - Stock Plan."

RESTRICTED STOCK GRANT

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


                                       57
<PAGE>



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

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         The  following  table  sets  forth  as of  April 9,  2001,  the  names,
addresses and stock ownership in our company for the current directors and named
executive  officers of our company and every  person known to our company to own
five  percent  (5%) or more of the issued and  outstanding  shares of the Common
Stock:

<TABLE>
<CAPTION>
                                                           SHARES            ACQUIRABLE
                            NAME AND ADDRESS             BENEFICIALLY          WITHIN              PERCENTAGE
TITLE OF CLASS:           OF BENEFICIAL OWNER:              OWNED:            60 DAYS(1):          OF CLASS(2):
---------------           --------------------              -----             ----------           -----------
<S>                <C>                                       <C>                 <C>                 <C>
Common             Earl T. Ingarfield(3)(5)                  25,756,017             200,000            36.6%
                   22 South Links Avenue, Suite 204
                   Sarasota, Florida  34236
Common             Jerry L. Busiere                             100,000                  --           0.001%
                   22 South Links Avenue, Suite 204
                   Sarasota, Florida  34236
Common             Thomas L. Browning(5)                      1,289,359             200,000             2.1%
                   22 South Links Avenue, Suite 204
                   Sarasota, Florida  34236
Common             Michael LaValliere(5)                      1,562,940             200,000             2.5%
                   22 South Links Avenue, Suite 204
                   Sarasota, Florida  34236
Common             David Roderick                             1,000,000                  --             1.4%
                   22 South Links Avenue, Suite 204
                   Sarasota, Florida  34236
Common             Barnum Mow(4)(6)                                  --             864,477             1.2%
                   22 South Links Avenue, Suite 204
                   Sarasota, Florida  34236
Common             All Officers and Directors as a           29,708,316           1,464,477            43.9%
                   Group(4)(5)
</TABLE>

----------------------
(1)      Reflects the number of shares that could be purchased by exercise of
         options available at April 9, 2001 or within 60 days thereafter under
         our company's 2000 Stock Incentive Plan.

(2)      Based on 70,993,144 shares of Common Stock outstanding as of April 9,
         2001, plus options to purchase 864,477 shares at $0.375 per share
         granted to Mr. Mow and options to purchase a total of 600,000 shares at
         $0.30 per share granted under our stock plan to Messrs. Ingarfield,
         Browning and LaValliere. See "Executive Compensation - Stock Plan."
         This excludes warrants to purchase 100,000 shares at an exercise price
         of $0.50 per share to an investor, warrants to purchase 285,714 shares
         at an exercise price of $1.50 per share and warrants to purchase 39,000
         shares at $0.01 per share.

(3)      Includes all stock held by Mr. Ingarfield and Lido Capital Corporation,
         an entity in which Mr. Ingarfield is the sole owner, officer and
         director.

(4)      Includes options granted on January 25, 2000 to purchase 864,477
         shares of $0.375 per share.

(5)      Includes options to purchase 200,000 shares at $0.30 per share granted
         to each of Messrs. Ingarfield, Browning and LaValliere.  See
         "Executive Compensation - Stock Plan."

                                       58
<PAGE>


(6)      Mr. Mow was granted 1,200,000 shares of our company's common stock on
         January 17, 2000. The 1,200,000 shares were forfeited pursuant to an
         amendment to Mr. Mow's employment agreement effective January 31, 2001.

POTENTIAL CHANGE OF CONTROL

         To secure  some of our  indebtedness,  Mr.  Ingarfield  pledged  (i.e.,
tendered shares of Common Stock to the lender as security for the  indebtedness)
9,000,000 shares of Common Stock in our company.  If we are unable to repay this
indebtedness when due or otherwise default on such indebtedness, then the lender
may foreclose on these shares of Common Stock in  satisfaction of all or part of
such  indebtedness.  This would result in the lender becoming the owner of these
shares. As a result, the lender would be able to exert significant  control over
our company.

         In August 2000, the outstanding  balance of our company's loan with the
lender,  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 the lender.  The outstanding
amounts owed to Mr. LaValliere and Lido Capital Corporation are convertible into
Common Stock of our company under the terms of the December 1, 1999  convertible
demand notes.

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

         LOANS.   From  time  to  time  we  have  entered  into  related   party
transactions primarily to finance the operations of our company. The company 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, 1998:

         o    In 1998, our company loaned a total of $253,500 to Mr. Ingarfield,
              consisting of a $100,000 loan on June 25, 1998, a $143,500 loan on
              November 30, 1998 and a $10,000 loan on December 31, 1998.

         o    In January 1999, Mr.  Browning  loaned $50,000 to our company.  In
              addition,  Mr. Ingarfield  repaid $237,000.  Our company loaned an
              additional $126,500 to Mr. Ingarfield in January 1999.

         o    In February 1999, Mr. Ingarfield repaid $20,000 to our company and
              our  company  loaned  Mr.  Ingarfield  $5,704.  In  addition,  Mr.
              LaValliere   and  Mr.   Browning   loaned   $35,000  and  $47,000,
         o    respectively, to our company.

         o    In March  1999,  Mr.  Ingarfield  repaid $500 to our  company.  In
              addition, our company loaned Mr. Ingarfield $15,000.
         o
              In April 1999, Mr.  Ingarfield  repaid $116,250 to our company and
              our company loaned an additional $26,562 to Mr. Ingarfield.
         o
              In May 1999,  Mr.  Ingarfield  paid off the balance of his loan to
         o    our  company  in the amount of  $53,516  and  loaned  our  company
              $136,484. Further, our company repaid $40,292 to Mr. Ingarfield.
         o
              In June 1999, Mr.  Ingarfield  loaned  $151,000 to our company and
         o    our company repaid $51,000 to Mr. Ingarfield.

         o    In July 1999, Mr. Ingarfield loaned $30,000 to our company.

         o    In August 1999, Mr. Ingarfield loaned $30,000 to our company.

         o    In September 1999, Mr. Ingarfield loaned $53,000 to our company.


                                       59
<PAGE>



         o    In October 1999, Mr. Ingarfield loaned $25,000 to our company.

         o    In November 1999, Mr. Ingarfield loaned $53,919 to our company.

         o    In December 1999, Mr.  Ingarfield  loaned $394,509 to our company.
              In addition,  Mr.  Browning  loaned  $300,000 to our  company.  As
              described in more detail below, the entire  outstanding  principal
              balance,  plus  accrued  interest,  of Mr.  Ingarfield's  loan and
              $97,000 of Mr.  Browning's  loan were converted into shares of our
              common stock on December 28, 1999.

         Effective December 1, 1999, Messrs. Ingarfield, LaValliere and Browning
entered into  revolving  convertible  demand notes in the amounts of $1,500,000,
$125,000 and  $500,000,  respectively.  Each of these notes is due on demand and
bears an annual  interest  rate of 10%. As of  December  28,  1999,  accrued but
unpaid  interest on these  loans was  $52,927,  owed as follows:  $39,131 to Mr.
Ingarfield,  $10,659 to Mr. Browning and $3,137 to Mr.  LaValliere.  Interest on
all three notes is payable monthly  commencing on April 1, 2000. The holders can
elect to convert the  indebtedness  into shares of common stock at any time at a
price  equal  to 80%  of our  common  stock's  closing  price  on  the  date  of
conversion.  The company recognized  additional  interest expense of $293,381 to
reflect the 20%  discount.  Effective  December  28, 1999,  Messrs.  Ingarfield,
Browning  and  LaValliere  elected  to  convert  all or a  portion  of the  then
outstanding  principal and interest under such convertible  notes into shares of
common stock, as follows:

       NAME:                 INDEBTEDNESS:    CONVERSION PRICE:   NO. OF SHARES:
       ----                  ------------     ----------------    -------------

       Mr. Ingarfield        $821,750          $0.22               3,735,227
       Mr. Browning          $107,659          $0.22                 489,359
       Mr. LaValliere         $38,137          $0.22                 173,350

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

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

         o    In February  2000,  Mr.  Ingarfield  loaned our company 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 our 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 our 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  our  company  a total of
              $119,462.

         o    In April 2000, our company repaid $372,964 to Mr. Ingarfield. Also
              in April  2000,  our  company  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,  our  company  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 the  company  under  the  terms  of the
              private  placement  offering in exchange for 172,923 shares of our
              common stock.  In addition,  in June 2000,  our company loaned Mr.
              Ingarfield a total of $207,000.

                                       60
<PAGE>


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

         o    In August 2000, the outstanding balance of the company'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 our company  under the terms of
              the December 1, 1999 convertible demand notes.

         SALE OF STOCK. In addition to the loans  referenced  above, our company
has sold common stock to Earl Ingarfield, Thomas Browning and Michael LaValliere
in order to help finance our company's  operations.  We also issued common stock
to David Roderick in connection  with the acquisition of Avid  Sportswear,  Inc.
Below is a summary  of all sales or  issuance  of common  stock to such  persons
since January 1, 1998:

         o    In June  1998,  we sold  6,000,000  shares of common  stock to Mr.
              Ingarfield  for $0.05 per share paid in cash and  services.  Total
              consideration  paid  for  these  shares  was  $20,000  in cash and
              $280,000 in services.  An  administrative  expense was recorded to
              value the sale to $0.05 per  share.  The  number of shares  issued
              reflects a three-for-one split on July 23, 1998.

         o    In August 1998, we sold 500,000  shares of common stock to each of
              Messrs.  Browning and  LaValliere  for $0.15 in cash per share and
              100,000 shares of common stock to Mr. Busiere for $0.15 per share,
              payable  in  the  form  of  a   subscription   receivable.   Total
              consideration paid for these shares was $165,000.

         o    In January 1999,  we  sold  100,000  shares of common stock to the
              parents  of Mr.  Ingarfield  for  $0.25 in cash per  share.  Total
              consideration paid for these shares was $25,000.

         o    In January 1999, we issued 1,000,000 shares of common stock to Mr.
              Roderick in connection  with the  acquisition of Avid  Sportswear,
              Inc. The company valued these shares at $0.75 per share, for total
              consideration of $750,000.

         o    In December 1999, and as noted above, we issued  3,735,227  shares
              to Mr.  Ingarfield,  489,359 shares to Browning and 173,350 shares
              to  LaValliere  upon  the  conversion  of  indebtedness.   Messrs.
              Ingarfield,  Browning and LaValliere converted $821,750,  $107,659
              and  $38,137,  respectively,  of  indebtedness.  These shares were
              converted at a price of $0.22 per share.

         o    In January 2000, we 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  our  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 the  company  under  the  terms  of the
              private  placement  offering in exchange for 172,923 shares of our
              common stock.

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

         o    On January 17, 2000, our company granted options to purchase up to
              200,000 shares,  or a total of 1,000,000  shares,  of our stock to
              each of Messrs.  Ingarfield,  Browning,  LaValliere,  Ponsler  and
              Abrams.  Messrs.  Ponsler  and  Abrams  are  shareholders  of  our
              company.  The purchase price of these options was $0.30 per share,
              or $0.075 per share  less than the  closing  price on January  17,
              2000. These options were granted in exchange for these individuals
              agreement  to  personally  guaranty  certain  obligations  of  our
              company,  including  leases for our facilities.  We do not believe
              that we could have  obtained  these  leases  without the  personal
              guarantees.   See   "Executive   Compensation   -   Stock   Plan."
              Subsequently,  the  options to  Messrs.  Ponsler  and Abrams  were


                                       61
<PAGE>


              cancelled when our company's senior lender required payment of its
              loan  facility to our company and such  payment was made solely by
              Mr. LaValliere and Lido Capital Corporation.

         o    On January  17,  2000,  our  company  granted  Mr. Mow 1.2 million
              shares of  restricted  stock in our  company.  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 our company'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
              December 18, 1998 among ourcompany,  Avid        the Registrant's  Registration  Statement on
              Sportswear,  Inc. and the shareholders of Avid   Form 10-SB (the  "Registration Statement")
              Sportswear, 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       Provided herewith
              December 29, 2000 with the Nevada Secretary of
              State

    3.05      Bylaws                                           Incorporated by reference to Exhibit 3.04 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 our company                 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.

   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.

                                       62
<PAGE>


  EXHIBIT
    NO.       DESCRIPTION                                      LOCATION
    ---       -----------                                      --------
 <S>          <C>                                              <C>
   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 our company 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
              our company

   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 our company 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 our        Registration Statement
              company

   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 our company 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 our company 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 our company 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 our company 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 our company to Daniel Paetz

   10.16      Executive Employment Agreement effective as of   Incorporated by reference to Exhibit 10.16 to
              February 1, 2000 between our company and Earl    Amendment No. 2 to the Registration Statement
              T. 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 our    Registrant's Registration Statement on Form SB-2
              company

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

                                       63
<PAGE>


  EXHIBIT
    NO.       DESCRIPTION                                      LOCATION
    ---       -----------                                      --------
  <S>         <C>                                              <C>
    10.19     Form of Factoring Agreement Guaranty/Letter of   Incorporated by reference to Exhibit 10.19 to the
              Credit Supplement between our company and GE     Registrant's Quarterly Report on Form 10-QSB for
              Capital 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 our company   Registrant's Quarterly Report on Form 10-QSB for
              and GE Capital Commercial Services, Inc.         the quarterly period ended September 30, 2000

   10.21      Form of Letter of Agreement between our          Incorporated by reference to Exhibit 10.21 to the
              company and GE Capital Commercial Services,      Registrant's Quarterly Report on Form 10-QSB for
              Inc.                                             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         Incorporated by reference to Exhibit 10.23 to the
              between  our company and GE Capital              Registrant's Quarterly Report on Form 10-QSB for
              Commerical Services, Inc..                        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 our company 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 our company                        Registrant's Proxy Statement

   10.26      Registration Rights Agreement dated as of        Incorporated by reference to Appendix "C" to the
              November 28, 2000 between our company 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 our company                             Registrant's Proxy Statement

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

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

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

   10.31      Amendment to Employment Agreement effective      Provided herewith
              January 31, 2001 between our Company and
              Barnum Mow

   10.32      Forebearance  Agreement as of February 16, 2001  Provided  herewith
              between our company and GE Capital Commercial
              Services, Inc.

   11.01      Statement re: Computation of Earnings            Not Applicable

   16.01      Letter on Change in Certifying Accountant        Not Applicable


                                       64
<PAGE>


 EXHIBIT
    NO.       DESCRIPTION                                 LOCATION
    ---       -----------                                 --------
  <S>         <C>                                         <C>

   21.01      Subsidiaries of our company                 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>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:    April 17, 2001                          AVID SPORTSWEAR & GOLF CORP.

                                                 By:/s/ Jerry Busiere
                                                    --------------------------
                                                      Jerry Busiere, Secretary



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