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

                                   FORM 10-QSB

[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  Quarterly  Period  Ended  June  30,  2001

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  transition  period  from  _________  to  _________

                        Commission File Number:  0-28007

                          GOLFGEAR INTERNATIONAL, INC.
     ---------------------------------------------------------------------------
     (Exact  name  of  small  business  issuer  as  specified  in  its  charter)

                Nevada                                   43-1627555
    -------------------------------                ----------------------
    (State or other jurisdiction of                  (I.R.S.  Employer
     incorporation or organization)                Identification Number)


                12771 Pala Drive, Garden Grove, California  92841
               --------------------------------------------------
                    (Address of principal executive offices)

                                (714)  899-4274
                           --------------------------
                           (Issuer's telephone number)

                                 Not applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

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 (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for the past 90 days.   Yes [X]  No [ ]

As  of  June  30, 2001, the Company had 15,273,598 shares of common stock issued
and  outstanding.

Transitional  Small  Business  Disclosure  Format:  Yes  [ ]  No  [X]

Documents  incorporated  by  reference:  None.


                                        1
<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES

                                      INDEX


PART  I.   FINANCIAL  INFORMATION

     Item  1.  Financial  Statements

               Consolidated  Balance  Sheets  -  June  30,  2001  (Unaudited)
               and  December  31,  2000

               Consolidated  Statements  of  Operations  (Unaudited)  -  Three
               Months  and  Six  Months  Ended  June  30,  2001  and  2000

               Consolidated  Statements  of  Cash  Flows  (Unaudited)  -  Six
               Months  Ended  June  30,  2001  and  2000

               Notes  to  Consolidated  Financial  Statements  (Unaudited)  -
               Three  Months  and  Six  Months  Ended  June  30,  2001  and 2000

     Item  2.  Management's  Discussion  and  Analysis  or  Plan of Operation


PART  II.  OTHER  INFORMATION

     Item  2.  Changes  in  Securities  and  Use  of  Proceeds

     Item  6.  Exhibits  and  Reports  on  Form  8-K


SIGNATURES


                                        2
<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                      June 30,    December 31,
                                        2001         2000
                                     -----------  ------------
                                     (Unaudited)

ASSETS

Current assets:
  Cash and cash equivalents          $    63,197  $     39,754
  Accounts receivable, net of
    allowance for doubtful
    accounts of $220,408 and
    $173,246 at June 30, 2001
    and December 31, 2000,
    respectively                         637,774       490,055
  Inventories                            593,854       955,976
  Prepaid expenses                        62,900        64,817
                                     -----------  ------------
Total current assets                   1,357,725     1,550,602
                                     -----------  ------------

Property and equipment, net of
  accumulated depreciation of
  $318,274 and $295,099 at
  June 30, 2001 and December
  31, 2000, respectively                 249,549       181,843
                                     -----------  ------------

Other assets:
  Patents and trademarks, net
    of accumulated amortization
    of $161,741 and $156,645 at
    June 30, 2001 and December
    31, 2000, respectively                96,878       106,973
  Goodwill, net of accumulated
    amortization of $47,480 and
    $25,494 at June 30, 2001 and
    December 31, 2000, respectively      172,370       194,356
  Deposits and other                       4,889        17,106
                                     -----------  ------------
                                         274,137       318,435
                                     -----------  ------------
Total assets                         $ 1,881,411  $  2,050,880
                                     ===========  ============


                                   (continued)
                                        3
<PAGE>
                GolfGear International, Inc. and Subsidiaries
                   Consolidated Balance Sheets (continued)

                                         June 30,     December 31,
                                          2001           2000
                                      -------------  --------------
                                       (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bank credit line payable            $     64,945   $      66,127
  Notes payable to stockholders             65,666           9,655
  Notes payable                             74,468          34,468
  Accounts payable and accrued
    expenses                             1,120,998       1,068,742
  Accrued product warranties                92,088          81,880
  Accrued interest payable                   9,480           2,737
  Accrued officer's compensation            12,000
                                      -------------  --------------
Total current liabilities                1,439,645       1,263,609
                                      -------------  --------------
Non-current liabilities:
  Note payable                              50,000          50,000
                                      -------------  --------------

Total liabilities                        1,489,645       1,313,609
                                      -------------  --------------

Stockholders' equity:
  Preferred stock, $0.001 par value;
    Authorized - 10,000,000 shares
    Series A Senior Convertible
    Preferred Stock:
    Issued and outstanding -
    240,220 shares and 233,228
    shares at June 30, 2001 and
    December 31, 2000, respectively
    (stated value - $9.50 per share)           240             233
  Common stock, $0.001 par value;
    Authorized - 50,000,000 shares
    Issued and outstanding -
    15,273,598 shares at June 30,
    2001 and December 31, 2000              15,274          15,274
  Additional paid-in capital             8,837,744       8,728,436
  Accumulated deficit                   (8,461,492)     (8,006,672)
                                      -------------  --------------
Total stockholders' equity                 391,766         737,271
                                      -------------  --------------
Total liabilities and
  stockholders' equity                 $ 1,881,411   $   2,050,880
                                      =============  ==============


           See accompanying notes to consolidated financial statements.
                                        4
<PAGE>
                      GolfGear International, Inc. and Subsidiaries
                    Consolidated Statements of Operations (Unaudited)

                                          Three Months Ended
                                               June 30,
                                      --------------------------
                                          2001         2000
                                      -----------  -------------
Sales                                 $  740,480   $  1,434,980
Cost of goods sold                       365,511        713,602
                                      -----------  -------------
Gross profit                             374,969        721,378
                                      -----------  -------------

Expenses:
  Selling and marketing                  132,167        211,256
  Tour and pro contracts                  25,156         14,769
  Provision for bad debts                 57,777         47,829
  General and administrative             344,717        318,342
  Depreciation and amortization           31,046         21,002
                                      -----------  -------------
Total expenses                           590,863        613,198
                                      -----------  -------------
Net income (loss) from operations       (215,894)       108,180

Other income (expense):
  Interest income                            523          2,063
  Interest expense                        (6,715)        (6,596)
                                      -----------  -------------
Net income (loss)                     $ (222,086)  $    103,647
                                      ===========  =============

Net income (loss) applicable to
  common stockholders:
  Net income (loss)                   $ (222,086)  $    103,647
  Less dividends on Series A
    Senior Convertible
    Preferred Stock                      (33,634)       (31,538)
                                      -----------  -------------
Net income (loss) applicable
  to common stockholders              $ (255,720)  $     72,109
                                      ===========  =============
Net income (loss) per common
 share - basic and diluted            $    (0.02)  $       0.01
                                      ===========  =============
Weighted average number of
  common shares outstanding -

  Basic                                15,273,598    12,926,348
                                      ===========  =============
  Diluted                                      -     13,337,202
                                      ===========  =============


              See accompanying notes to consolidated financial statements.
                                        5
<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                          Six Months Ended
                                               June 30,
                                      --------------------------
                                         2001           2000
                                      -----------  -------------
Sales                                 $1,311,526   $  2,059,425
Cost of goods sold                       716,639      1,007,082
                                      -----------  -------------
Gross profit                             594,887      1,052,343
                                      -----------  -------------

Expenses:
  Selling and marketing                  216,780        391,281
  Tour and pro contracts                  55,064         25,000
  Provision for bad debts                 59,711         62,829
  General and administrative             583,452        630,493
  Depreciation and amortization           55,256         35,651
                                      -----------  -------------
Total expenses                           970,263      1,145,254
                                      -----------  -------------
Net loss from operations                (375,376)       (92,911)
                                      ===========  =============

Other income (expense):
  Interest income                            929          7,071
  Interest expense                       (13,959)       (10,088)
                                      -----------  -------------
Net loss                              $ (388,406)  $    (95,928)
                                      ===========  =============

Net loss applicable to common
  stockholders:
  Net loss                            $ (388,406)  $    (95,928)
  Less dividends on Series A
    Senior Convertible
    Preferred Stock                      (66,414)       (62,239)
                                      -----------  -------------
Net loss applicable to common
  stockholders                        $ (454,820)  $   (158,167)
                                      ===========  =============
Net loss per common share -
  basic and diluted                   $    (0.03)  $      (0.01)
                                      ===========  =============
Weighted average number of
  common shares outstanding -
  basic and diluted                    15,273,598     12,873,015
                                      ===========  =============


           See accompanying notes to consolidated financial statements.
                                        6
<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                             Six Months Ended
                                                  June 30,
                                        ---------------------------
                                            2001           2000
                                        ------------  -------------

Cash flows from operating activities:
  Net loss                              $  (388,406)  $    (95,928)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
    Depreciation and amortization            55,256         35,651
    Provision for bad debts                  59,711         62,829
    Fair value of stock options and
      warrants issued to non-employees       46,065         46,150
    Changes in operating assets and
      liabilities:
      (Increase) decrease in:
        Accounts receivable                (207,430)      (511,768)
        Inventories                         362,122       (368,482)
        Prepaid expenses                      1,917        (25,698)
        Deposits and other                   12,217         10,995
      Increase (decrease) in:
        Accounts payable and
          accrued expenses                   78,437        144,754
        Accrued product warranties           10,208         10,677
        Accrued interest payable              6,743            525
        Accrued officer's compensation       12,000         19,500
                                        ------------  -------------
Net cash provided by (used in)
  operating activities                       48,840       (670,795)
                                        ------------  -------------

Cash flows from investing activities:
  Purchase of property and equipment        (90,881)       (96,324)
                                        ------------  -------------
Net cash used in investing activities       (90,881)       (96,324)
                                        ------------  -------------


                                   (CONTINUED)
                                        7
<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

                                            Six Months Ended
                                               June 30,
                                        ----------------------
                                           2001        2000
                                        ----------  ----------

Cash flows from financing activities:
  Increase (decrease) in notes
    payable to stockholders             $  26,666   $  (2,372)
  Increase (decrease) in bank
    credit line                            (1,182)     36,821
  Proceeds (repayments) of short-term
    borrowings                             40,000     (28,163)
                                        ----------  ----------
Net cash provided by financing
  activities                               65,484       6,286
                                        ----------  ----------

Cash and cash equivalents:
  Net increase (decrease)                  23,443    (760,833)
  At beginning of period                   39,754     793,262
                                        ----------  ----------
  At end of period                      $  63,197   $  32,429
                                        ==========  ==========


            See accompanying notes to consolidated financial statements.
                                        8
<PAGE>
                  GolfGear International, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
            Three Months and Six Months Ended June 30, 2001 and 2000


1.  Organization  and  Basis  of  Presentation

Basis  of  Presentation  -  The  consolidated  financial  statements include the
operations  of  GolfGear  International,  Inc. and its wholly-owned subsidiaries
(collectively,  the  "Company").  All  significant intercompany transactions and
balances  have  been  eliminated  in  consolidation.

Business - The Company designs, develops and markets golf clubs and related golf
products  utilizing  its  proprietary  forged  face  insert  technology.

The  golf  club industry is highly seasonal, with most companies experiencing up
to  60%  of their annual sales between February and June, with an additional 20%
of  their  annual sales occurring between October and December for the Christmas
buying  season.

Comments  -  The interim consolidated financial statements are unaudited, but in
the opinion of management of the Company, contain all adjustments, which include
normal recurring adjustments, necessary to present fairly the financial position
at  June 30, 2001, the results of operations for the three months and six months
ended  June  30, 2001 and 2000, and the cash flows for the six months ended June
30,  2001  and  2000.  The consolidated balance sheet as of December 31, 2000 is
derived  from  the  Company's  audited  financial  statements.

Certain  information  and  footnote  disclosures  normally included in financial
statements  that  have  been  presented  in  accordance  with generally accepted
accounting  principles  have been condensed or omitted pursuant to the rules and
regulations  of  the  Securities and Exchange Commission, although management of
the  Company  believes  that  the  disclosures  contained  in  these  financial
statements  are  adequate  to  make  the  information  presented  therein  not
misleading.  For  further  information,  refer  to  the  consolidated  financial
statements  and  notes  thereto  included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2000, as filed with the Securities
and  Exchange  Commission.

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, 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  those  estimates.

The  results  of  operations  for the three months and six months ended June 30,
2001  are not necessarily indicative of the results of operations to be expected
for  the  full  fiscal  year  ending  December  31,  2001.


                                        9
<PAGE>
Going  Concern  -  The  consolidated  financial  statements  have  been prepared
assuming  that  the Company will continue as a going concern, which contemplates
the  realization  of  assets  and  the satisfaction of liabilities in the normal
course of business.  The carrying amounts of assets and liabilities presented in
the consolidated financial statements do not purport to represent the realizable
or  settlement  values.  The Company has suffered recurring operating losses and
has  experienced  diminishing  working  capital liquidity.  As a result of these
factors,  the  Company's independent certified public accountants have expressed
substantial  doubt  about  the Company's ability to continue as a going concern.
The  Company  believes  that  its  efforts  to  reduce  costs  and  operate more
efficiently  will  generate  improved  cash  flows,  although  there  can  be no
assurances  that such efforts will be successful.  Furthermore, during the first
half  of  2001, the Company experienced a significant decline in orders from its
key  retail  customers, in part as a result of a general slowdown in the economy
and inclement weather in the early part of the season.  These customers provided
approximately  one-half of the Company's total revenues in 2000.  The Company is
attempting  to  increase  revenues  through  various  means, including expanding
brands  and product offerings, new marketing programs, opening new accounts, and
possibly  direct  marketing to customers.  Although the Company is attempting to
replace  such  revenues,  the  Company  expects  that  its revenues in 2001 will
experience  a  significant decline, as a result of which the Company's liquidity
and  ability  to  continue  to  conduct  operations  will  be  impaired.

The  Company  will require additional capital to fund operating requirements, as
well  as  to  fund  expansion plans and possible acquisitions, mergers and joint
ventures.  The  Company is exploring various alternatives to raise this required
capital,  but  there can be no assurances that the Company will be successful in
this  regard.  To  the  extent  that the Company is unable to secure the capital
necessary  to  fund  its future cash requirements on a timely basis and/or under
acceptable  terms  and  conditions,  the  Company  may  not have sufficient cash
resources  to  maintain  operations.  In  such  event,  the  Company may have to
substantially reduce operations to a level consistent with its available working
capital  resources.  The  Company  may  also be required to consider a formal or
informal  restructuring  or  reorganization.

Net  Income  (Loss)  Per  Common Share - Basic income (loss) per common share is
calculated  by  dividing  net income (loss) applicable to common shareholders by
the  weighted  average  number  of  common shares outstanding during the period.
Diluted  income  (loss)  per  common  share reflects the potential dilution that
would  occur if all dilutive securities were included in the calculation.  As of
June  30,  2001,  potentially dilutive securities consisted of outstanding stock
options  and warrants to acquire 2,622,789 shares and 1,532,004 shares of common
stock,  respectively,  as well as 2,402,200 shares of common stock issuable upon
the  conversion  of  240,220  shares  of  outstanding  preferred  stock.

2.  Stockholders'  Equity

For  the  three  months  ended  June  30,  2001, 3,541 shares of Series A Senior
Convertible Preferred Stock were issued as payment of dividends of $33,634.  For
the  three  months  ended  June  30,  2000,  3,320  shares  of  Series  A Senior
Convertible Preferred Stock were issued as payment of dividends of $31,538.


                                       10
<PAGE>
For  the  six  months  ended  June  30,  2001,  6,992  shares of Series A Senior
Convertible  Preferred Stock were issued as payment of dividends of $66,414. For
the  six months ended June 30, 2000, 6,552 shares of Series A Senior Convertible
Preferred  Stock  were  issued as payment of dividends of $62,239. In accordance
with  an  anti-dilution  provision  the  company issued 3,170 shares of Series A
Senior  Convertible  Preferred  Stock.


3.  Segment  and  Geographic  Information;  Major  Customers

The Company operates in one business segment.  The Company sells to customers in
the  United  States,  the  Far  East  and  Europe.

During  the  three  months ended June 30, 2001, sales to customers in the United
States,  the  Far East and Europe were $712,303 (96%), $0 (0%) and $28,177 (4%),
respectively.  During  the  three months ended June 30, 2000, sales to customers
in  the  United  States and the Far East were $963,331 (67%) and $471,649 (33%),
respectively.

During  the  six  months  ended  June 30, 2001, sales to customers in the United
States,  the  Far  East  and  Europe  were  $1,000,163  (76%),
$246,627 (19%) and $64,736 (5%), respectively.  During the six months ended June
30,  2000,  sales  to  customers  in  the  United  States  and the Far East were
$1,473,212  (72%)  and  $586,213  (28%),  respectively.

During  the  three  months  ended June 30, 2001, four customers accounted for an
aggregate of $282,836 or 38% of total sales, with $457,644 or 62% of total sales
provided by other customers.  During the three months ended June 30, 2000, three
customers  accounted  for  an  aggregate of $703,884 or 53% of total sales, with
$731,096  or  47%  of  total  sales  provided  by  other  customers.

During  the  six  months  ended  June  30, 2001, five customers accounted for an
aggregate  of  $593,487  45% of total sales, with $718,039 or 55% of total sales
provided  by  other  customers.  During the six months ended June 30, 2000, four
customers  accounted  for an aggregate of $1,185,234 or 62% of total sales, with
$874,191  or  38%  of  total  sales  provided  by  other  customers.


4.  Related  Party  Transactions

During  the  three  months ended June 30, 2001, the Company borrowed $6,000 from
three  directors/stockholders under one-year unsecured notes with interest at 9%
per  annum.

During  the  six  months  ended June 30, 2001, the Company borrowed $26,666 from
three  directors/stockholders under one-year unsecured notes with interest at 9%
per  annum.

During the six months ended June 30, 2001, the Company reclassified $29,345 from
accounts  payable  and  accrued  expenses  to  notes  payable  to  shareholders.


                                       11
<PAGE>
5.  Inventories

Inventories  consisted  of the following at June 30, 2001 and December 31, 2000:

                                      June 30,   December 31,
                                       2001         2000
                                    -----------  ------------
                                    (Unaudited)

     Component  parts               $   187,407  $    571,615
     Finished  goods                    406,447       384,361
                                    -----------  ------------
                                    $   593,854  $    955,976
                                    ===========  ============


                                       12
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

Cautionary  Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities  Litigation  Reform  Act  of  1995:

This  Quarterly  Report  on  Form 10-QSB for the quarterly period ended June 30,
2001  contains "forward-looking" statements within the meaning of Section 27A of
the  Securities  Act  of 1933, as amended, including statements that include the
words  "believes",  "expects",  "anticipates",  or  similar  expressions.  These
forward-looking  statements  include,  among  others,  statements concerning the
Company's expectations regarding its working capital requirements, gross margin,
results  of  operations,  business,  growth  prospects,  competition  and  other
statements  of  expectations,  beliefs, future plans and strategies, anticipated
events  or  trends,  and  similar  expressions  concerning  matters that are not
historical  facts.  The  forward-looking  statements  included in this Quarterly
Report on Form 10-QSB for the quarterly period ended June 30, 2001 involve known
and  unknown  risks, uncertainties and other factors that could cause the actual
results,  performance  or  achievements of the Company to differ materially from
those  expressed  in  or  implied  by  the  forward-looking statements contained
herein.

Overview:

The  Company designs, develops and markets golf clubs and related golf products.
The  Company  utilizes  its proprietary forged face insert technology to offer a
full  line  of  golf  equipment.  The Company's patent portfolio with respect to
insert  technology  is  the largest and most comprehensive in the golf industry,
with  nine  domestic  and  foreign  patents issued related to forged face insert
technology.  These  patents  incorporate  a  wide  variety of forged face insert
materials,  including titanium, beryllium copper, stainless steel, carbon steel,
aluminum, and related alloys thereof, and include technology relating to varying
the  face thickness of the insert.  The Company is considering various responses
to  the  recent introduction of potentially infringing products by the Company's
competitors.

The Company operates in one business segment.  The Company sells to customers in
the  United  States,  the  Far  East  and  Europe.

The  golf  club industry is highly seasonal, with most companies experiencing up
to  60%  of their annual sales between February and June, with an additional 20%
of  their  annual sales occurring between October and December for the Christmas
buying  season.

During  the  three  months ended June 30, 2001, sales to customers in the United
States,  the  Far East and Europe were $712,303 (96%), $0 (0%) and $28,177 (4%),
respectively.  During  the  three months ended June 30, 2000, sales to customers
in  the  United  States and the Far East were $963,331 (67%) and $471,649 (33%),
respectively.

During  the  six  months  ended  June 30, 2001, sales to customers in the United
States,  the  Far  East  and  Europe  were  $1,000,163 (76%), $246,627 (19%) and
$64,736  (5%), respectively. During the six months ended June 30, 2000, sales to
customers  in  the  United  States  and  the  Far East were $1,473,212 (72%) and
$586,213  (28%),  respectively.


                                       13
<PAGE>
During  the  three  months  ended June 30, 2001, four customers accounted for an
aggregate of $282,836 or 38% of total sales, with $457,644 or 62% of total sales
provided by other customers.  During the three months ended June 30, 2000, three
customers  accounted  for  an  aggregate of $703,884 or 53% of total sales, with
$731,096  or  47%  of  total  sales  provided  by  other  customers.

During  the  six  months  ended  June  30, 2001, five customers accounted for an
aggregate  of  $593,487  45% of total sales, with $718,039 or 55% of total sales
provided  by  other  customers.  During the six months ended June 30, 2000, four
customers  accounted  for an aggregate of $1,185,234 or 62% of total sales, with
$874,191  or  38%  of  total  sales  provided  by  other  customers.

Going  Concern:

The  consolidated  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern, which contemplates the realization of
assets  and  the  satisfaction  of liabilities in the normal course of business.
The  carrying  amounts  of  assets and liabilities presented in the consolidated
financial  statements  do  not purport to represent the realizable or settlement
values.  The Company has suffered recurring operating losses and has experienced
diminishing  working  capital  liquidity.  As  a  result  of  these factors, the
Company's  independent  certified  public accountants have expressed substantial
doubt  about  the Company's ability to continue as a going concern.  The Company
believes  that  its  efforts  to  reduce costs and operate more efficiently will
generate  improved  cash  flows,  although  there can be no assurances that such
efforts  will  be  successful.  Furthermore,  during the first half of 2001, the
Company  experienced  a  significant  decline  in  orders  from  its  key retail
customers,  in  part  as  a  result  of  a  general  slowdown in the economy and
inclement  weather  in  the  early part of the season.  These customers provided
approximately  one-half of the Company's total revenues in 2000.  The Company is
attempting  to  increase  revenues  through  various  means, including expanding
brands  and product offerings, new marketing programs, opening new accounts, and
possibly  direct  marketing  to  customers.  The  Company has also implemented a
program  to  reduce  personnel  and  operating  costs.  Although  the Company is
attempting  to  replace  such  revenues,  the  Company  expects  that  its  will
experience  a  significant decline in revenues in 2001, as a result of which the
Company's  liquidity  and  ability  to  conduct  operations  will  be  impaired.

The  Company  will require additional capital to fund operating requirements, as
well  as  to  fund  expansion plans and possible acquisitions, mergers and joint
ventures.  The  Company is exploring various alternatives to raise this required
capital,  but  there can be no assurances that the Company will be successful in
this  regard.  To  the  extent  that the Company is unable to secure the capital
necessary  to  fund  its future cash requirements on a timely basis and/or under
acceptable  terms  and  conditions,  the  Company  may  not have sufficient cash
resources  to  maintain  operations.  In  such  event,  the  Company may have to
substantially reduce operations to a level consistent with its available working
capital  resources.  The  Company  may  also be required to consider a formal or
informal  restructuring  or  reorganization.


                                       14
<PAGE>
Results  of  Operations:

Three Months Ended June 30, 2001 and 2000:

Sales.  For  the  three  months  ended  June  30,  2001,  net sales decreased by
$694,500  or  48.4%  to $740,480, as compared to $1,434,980 for the three months
ended  June  30,  2000,  as  a  result  of  reduced sales to the Company's major
customers.  The  Company  believes that sales to its major customers declined in
2001  as  compared  to  2000  in  part  as a result of a general slowdown in the
economy  and  inclement  weather  in  the early part of the season.  The Company
expects that this sales decline will continue for the near-term.

Gross  Profit.  For the three months ended June 30, 2001, gross profit decreased
to  $374,969,  as compared to $721,378 for the three months ended June 30, 2000.
As a percent of net sales, gross margin increased to 50.6% in 2001 from 50.3% in
2000.

Selling  and  Marketing.  For  the three months ended June 30, 2001, selling and
marketing  expenses  decreased  by  $79,089  or 37.0% to $132,167 as compared to
$211,256.  Although  selling and marketing expenses increased as a percentage of
sales to 17.8% in 2001 as compared to 14.7% 2000, selling and marketing expenses
decreased  on  an  absolute basis in 2001 as compared to 2000 as a result of the
Company's  continuing  efforts to reduce various expenditures in 2001, including
certain  selling  and marketing expenses, in response to a decrease in operating
cash  flows.

Tour  and pro contracts.  For the three months ended June 30, 2001, tour and pro
contracts  were  $25,156, as compared to $14,769 for the three months ended June
30,  2000.

Provision  for  Bad  Debts.  For  the  three  months  ended  June  30, 2001, the
provision for bad debts was $57,777, as compared to $47,829 for the three months
ended  June  30,  2000.

General  and Administrative Expenses.  For the three months ended June 30, 2001,
general and administrative expenses increased by $26,375 or 8.2% to $344,717, as
compared  to  $318,342  for the three months ended June 30, 2000, primarily as a
result  of  an  increase  in  legal  and  accounting  fees.

Depreciation  and  Amortization.  For  the  three  months  ended  June 30, 2001,
depreciation  and amortization was $31,046, as compared to $21,002 for the three
months  ended  June  30,  2000,  primarily  as a result of fixed assets acquired
during  2000  in  conjunction  with the relocation to a new office and warehouse
facility  in  early  2000,  and  the  amortization  of  goodwill  related to the
acquisitions  of  the  Bel  Air  Golf  Companies  and  Leading  Edge  in  2000.

Other  Income  (Expense).  For  the  three  months ended June 30, 2001, interest
income  was  $523, as compared to interest income of $2,063 for the three months
ended June 30, 2000.  For the three months ended June 30, 2001, interest expense
was $6,715, as compared to interest expense of $6,596 for the three months ended
June  30,  2000.


                                       15
<PAGE>
Net  Income  (Loss).  For  the  three  months  ended June 30, 2001, net loss was
$222,086,  as compared to net income of $103,647 for the three months ended June
30,  2000.

Net  Income  (Loss)  Applicable to Common Stockholders.  During the three months
ended  June 30, 2001, the Company recorded preferred stock dividends of $33,634,
which were reflected as a return to the preferred stockholder and as an increase
in  the  loss to common stockholders, resulting in net loss applicable to common
stockholders  of  $255,720.

During  the  three  months  ended  June 30, 2000, the Company recorded preferred
stock  dividends  of  $31,538, which were reflected as a return to the preferred
stockholder and as a decrease in the income to common stockholders, resulting in
net  income  applicable  to  common  stockholders  of  $72,109.

Six Months Ended June 30, 2001 and 2000:

Sales.  For  the six months ended June 30, 2001, net sales decreased by $747,899
or  36.3% to $1,311,526, as compared to $2,059,425 for the six months ended June
30,  2000,  as  a result of reduced sales to the Company's major customers.  The
Company  believes that sales to its major customers declined in 2001 as compared
to  2000  in part as a result of a general slowdown in the economy and inclement
weather  in  the  early part of the season.  The Company expects that this sales
decline  will  continue  for  the  near-term.

Gross Profit.  For the six months ended June 30, 2001, gross profit decreased to
$594,887,  as compared to $1,052,343 for the six months ended June 30, 2000.  As
a  percent  of  net sales, gross margin decreased to 45.3% in 2001 from 51.1% in
2000.  Gross  margin  decreased  in  2001 as compared to 2000 as a result of the
Company  reducing the selling price of certain products during the early part of
2001  in  an  attempt  to  stimulate  sales.

Selling  and  Marketing.  For  the  six  months ended June 30, 2001, selling and
marketing  expenses decreased by $174,501 or 44.6% to $216,780 (16.5% of sales),
as compared to $391,281 (19.0% of sales) for the six months ended June 30, 2000.
The  Company  reduced  various  expenditures,  including  certain  selling  and
marketing  expenses  in 2001, in response to a decrease in operating cash flows.

Tour  and  pro  contracts.  For the six months ended June 30, 2001, tour and pro
contracts were $55,064, as compared to $25,000 for the six months ended June 30,
2000.

Provision  for Bad Debts.  For the six months ended June 30, 2001, the provision
for  bad debts was $59,711, as compared to $62,829 for the six months ended June
30,  2000.

General  and  Administrative  Expenses.  For the six months ended June 30, 2001,
general and administrative expenses decreased by $47,041 or 7.5% to $583,452, as
compared  to  $630,493  for  the  six  months  ended  June  30,  2000.


                                       16
<PAGE>
Depreciation  and  Amortization.  For  the  six  months  ended  June  30,  2001,
depreciation  and  amortization  was $55,256, as compared to $35,651 for the six
months  ended  June  30,  2000,  primarily  as a result of fixed assets acquired
during  2000  in  conjunction  with the relocation to a new office and warehouse
facility  in  early  2000,  and  the  amortization  of  goodwill  related to the
acquisitions  of  the  Bel  Air  Golf  Companies  and  Leading  Edge  in  2000.

Other Income (Expense).  For the six months ended June 30, 2001, interest income
was $929, as compared to interest income of $7,071 for the six months ended June
30, 2000.  For the six months ended June 30, 2001, interest expense was $13,959,
as  compared  to  interest  expense of $10,088 for the six months ended June 30,
2000.

Net  Loss.  For  the  six  months ended June 30, 2001, net loss was $388,406, as
compared to net loss of $95,928 for the six months ended June 30, 2000.

Net  Loss  Applicable  to Common Stockholders.  During the six months ended June
30,  2001, the Company recorded preferred stock dividends of $66,414, which were
reflected  as  a  return  to the preferred stockholder and as an increase in the
loss  to  common  stockholders,  resulting  in  net  loss  applicable  common
stockholders  of  $454,820.

During  the six months ended June 30, 2000, the Company recorded preferred stock
dividends  of  $62,239,  which  were  reflected  as  a  return  to the preferred
stockholder  and as an increase in the loss to common stockholders, resulting in
net  loss  applicable  to  common  stockholders  of  $158,167.

Liquidity and Capital Resources - June 30, 2001:

The  Company  has  financed its operations during the past few years principally
from the private placement of its securities.  Such funds have periodically been
supplemented  with short-term borrowings under the Company's bank line of credit
and  other private sources.  The bank line of credit is unsecured, has a maximum
borrowing level of $70,000, and is personally guaranteed by the President of the
Company.  The  Company  currently  relies  primarily  on operating cash flows to
finance  its  operations.

Operating Activities.  The Company's operations generated cash of $48,840 during
the  six  months  ended June 30, 2001, as compared to utilizing cash of $670,795
during  the  six  months  ended June 30, 2000.  The decrease in cash utilized in
operating  activities  in  2001  as compared to 2000 was primarily a result of a
decrease in cash utilized for accounts receivables and inventories.  At June 30,
2001,  cash  and  cash  equivalents  had  increased  by  $23,443, to $63,197, as
compared  to  $39,754  at  December 31, 2000.  The Company had a working capital
deficit  of $81,920 at June 30, 2001, as compared to working capital of $286,993
at December 31, 2000, reflecting current ratios of 0.94:1 and 1.23:1 at June 30,
2001  and  December  31,  2000,  respectively.

Accounts  receivable,  net  of  allowance  for  doubtful  accounts, increased by
$147,719  or  30.1%  during the six months ended June 30, 2001, from $490,055 at
December  31, 2000 to $637,774 at June 30, 2001, reflecting a substantial amount
of  sales  during  the  month  of  June  2001.


                                       17
<PAGE>
Inventories  decreased by $362,122 or 37.9% during the six months ended June 30,
2001,  from  $955,976  at  December  31, 2000 to $593,854 at June 30, 2001, as a
result of the Company's efforts to reduce inventory levels and product lines, as
well  as  generate  cash  resources  to  support  operations.

Investing  Activities.  During  the six months ended June 31, 2001 and 2000, net
cash used in investing activities for the purchase of property and equipment was
$90,881  and  $96,324,  respectively.

Financing  Activities.  During  the  six months ended June 30, 2001, the Company
borrowed  $26,164  under  short-term  notes  from  certain  of  its
directors/shareholders.  During  the six months ended June 30, 2000, the Company
repaid  $2,372 of short-term notes to its directors/shareholders. During the six
months  ended  June  30,  2001  the  Company  reduced its bank line of credit by
$1,182.  During  the  six  months ended June 30, 2000, the Company increased its
bank  line of credit by $36,821.  During the six months ended June 30, 2001, the
Company  borrowed  $40,000 under a short-term note.  During the six months ended
June  30,  2000,  the  Company  repaid  short-term  borrowings  of  $28,163.


                                       18
<PAGE>
                           PART II.  OTHER INFORMATION


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

(c)  Recent  sales  of  unregistered  securities

During the three months ended June 30, 2001, the Company did not issue any stock
options  or  warrants  to  purchase  common  stock.

For  the  three  months  ended  June  30,  2001, 3,541 shares of Series A Senior
Convertible  Preferred  Stock  were  issued  as payment of dividends of $33,634.

The  shares  of  preferred  stock  were  issued  based  on  an  exemption  from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended,
based  on  the  representations  of  the  recipient.


ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:  None

     (b)  Reports  on  Form  8-K:

          Three  Months  Ended  June  30,  2001:  None


                                       19
<PAGE>
                                   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.


                                     GOLFGEAR  INTERNATIONAL,  INC.
                                     ------------------------------
                                             (Registrant)



                                         /s/  DONALD A. ANDERSON
Date:  August  13,  2001            By:  __________________________
                                         Donald  A.  Anderson
                                         President
                                         (Duly Authorized Officer)



                                         /s/  DANIEL C. WRIGHT
Date:  August  13,  2001            By:  __________________________
                                         Daniel  C.  Wright
                                         Chief  Financial  Officer
                                         (Principal Financial
                                         Officer)


                                       20
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