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 September 30, 2003

[_]  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)


           5285 Industrial Drive, Huntington Beach, California  92649
         --------------------------------------------------------------
                    (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 September 30, 2003, the Company had 37,594,154 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 - September 30, 2003
                (Unaudited) and December 31, 2002

              Consolidated Statements of Operations (Unaudited) - Three
                Months and Nine Months Ended September 30, 2003 and 2002

              Consolidated Statements of Cash Flows (Unaudited) - Nine
                Months Ended September 30, 2003 and 2002

              Notes to Consolidated Financial Statements (Unaudited) -
                Three Months and Nine Months Ended September 30, 2003 and
                2002

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

PART II.  OTHER INFORMATION

     Item 1 - Legal Proceedings
     Item 2 - Securities
     Item 3 - Defaults Upon Senior Securities
     Item 4 - Submission of Matters to a Vote of Security Holders
     Item 5 - Other Information
     Item 6 - Exhibits and Reports on Form 8-K

SIGNATURES


EXIBITS


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                     GolfGear International, Inc. and Subsidiaries
                                              Consolidated Balance Sheets

                                                                               September 30, 2003    December 31, 2002
                                                                              --------------------  -------------------
ASSETS                                                                            (Unaudited)
<S>                                                                           <C>                   <C>
Current assets:
  Cash                                                                        $             1,838   $          117,018
  Accounts receivable, net of allowance for doubtful accounts of $68,249 and               91,962              302,216
  $99,079, respectively
  Inventories                                                                             486,491              492,904
  Prepaid expenses                                                                         17,420               58,053
  Prepaid marketing costs                                                                 602,364                   --
                                                                              --------------------  -------------------
Total current assets                                                                    1,200,075              970,191

Property and equipment, net                                                                79,092               98,740

Other assets:
  Patents and trademarks, net                                                              74,871              100,515
  Deferred financing costs, net                                                            47,499              315,366
  Other assets                                                                              7,770              609,534
                                                                              --------------------  -------------------
Total assets                                                                  $         1,409,307   $        2,094,346
                                                                              ====================  ===================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                                       $           832,930   $          967,108
  Accrued product warranties                                                               91,339              116,102
  Accrued interest payable                                                                203,301               89,449
  Bank lines of credit                                                                     65,550               70,894
  Note payable to stockholder                                                                  --              200,000
  Notes payable                                                                                --               83,177
  Convertible debentures                                                                2,100,000            2,100,000
  Deferred licensing revenue                                                               44,378               75,000
  Other current liabilities                                                                 1,200                1,600
                                                                              --------------------  -------------------
Total current liabilities                                                               3,338,698            3,703,330

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value; authorized - 50,000,000 shares; issued and                37,594               34,856
  outstanding - 37,594,154 shares and 34,856,154 shares, respectively
  Additional paid-in capital                                                           13,061,924           12,808,763
  Common stock purchase note receivable                                                        --             (945,164)
  Deferred compensation                                                                   (75,308)            (100,409)
  Accumulated deficit                                                                 (14,953,601)         (13,407,030)
                                                                              --------------------  -------------------
Total stockholders' deficit                                                            (1,929,391)          (1,608,984)
                                                                              --------------------  -------------------
Total liabilities and stockholders' deficit                                   $         1,409,307   $        2,094,346
                                                                              ====================  ===================
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                          GolfGear International, Inc. and Subsidiaries
                        Consolidated Statements of Operations (Unaudited)

                                               Three Months Ended          Nine Months Ended
                                                  September 30,              September 30,
                                          --------------------------  --------------------------
                                              2003          2002          2003          2002
                                          ------------  ------------  ------------  ------------
<S>                                       <C>           <C>           <C>           <C>
SALES                                     $   438,336   $   296,785   $ 1,614,807   $ 1,060,631
                                          ------------  ------------  ------------  ------------

COST OF GOODS SOLD                            245,067       301,771       912,888       865,993
                                          ------------  ------------  ------------  ------------

GROSS PROFIT                                  193,269        (4,986)      701,919       194,638
                                          ------------  ------------  ------------  ------------

EXPENSES:
  Selling and marketing                       102,690       258,385       410,900       512,342
  Tour and pro contracts                       17,598        46,137        56,624        64,804
  Bad debt expense                             13,150         8,877        50,205        31,792
  General and administrative                  449,366       404,810     1,268,298       998,419
  Depreciation and amortization                16,909        13,960        53,543        43,844
                                          ------------  ------------  ------------  ------------
          TOTAL EXPENSES                      599,713       732,169     1,839,570     1,651,201
                                          ------------  ------------

LOSS FROM OPERATIONS                         (406,444)     (737,155)   (1,137,651)   (1,456,563)

OTHER INCOME (EXPENSE):
  Gain on settlement of accounts payable       25,000        69,654        98,208        69,654
  Interest income                               1,561        15,553        15,245        22,265
  Royalty income                                3,721             -        35,845             -
  Interest expense                           (128,349)     (675,675)     (404,884)     (866,495)
  Other expense                              (151,275)            -      (153,334)      (26,769)
                                          ------------  ------------  ------------  ------------
NET LOSS                                  $  (655,786)  $(1,327,623)  $(1,546,571)  $(2,257,818)
                                          ============  ============  ============  ============
NET LOSS PER COMMON SHARE -
  BASIC AND DILUTED                       $     (0.02)  $     (0.04)  $     (0.04)  $     (0.09)
                                          ============  ============  ============  ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING - BASIC AND DILUTED   37,594,154    34,586,154    37,103,898    25,888,071
                                          ============  ============  ============  ============
</TABLE>

                 See notes to consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                            GolfGear International, Inc. and Subsidiaries
                          Consolidated Statements of Cash Flows (Unaudited)


                                                                     September 30,    September 30,
                                                                         2003             2002
                                                                    ---------------  ---------------
<S>                                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                          $   (1,546,571)  $   (2,257,818)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation and amortization                                           53,543           43,842
    Accrued interest income on common stock note                           (15,234)         (13,400)
      receivable
    Amortization of deferred compensation                                   25,101                -
    Amortization of deferred financing cost                                243,266          114,679
    Deferred revenue                                                             -           75,000
    Provision for bad debts                                                 50,205           31,792
    Gain on settlement of accounts payable                                 (98,208)         (69,654)
    Forgiveness of purchase note receivable                                150,000
    Amortization of beneficial conversion discount                               -          698,501
    Provision for obsolete inventory                                             -          193,763
    Fair value of stock options and warrants issued to
      non-employees                                                              -           19,250
    Loss on disposal of assets                                                   -           26,769
  Changes in operating assets and liabilities:
        Accounts receivable                                                160,049          153,269
        Inventories                                                          6,413            7,600
        Prepaid expenses                                                    40,633         (151,830)
        Prepaid marketing costs and other assets                              (600)        (233,984)
        Accounts payable and accrued expenses                              259,024         (465,013)
        Accrued product warranties                                         (24,763)          11,601
        Accrued interest payable                                           131,079           41,716
        Deferred licensing revenue                                         (30,622)               -
        Other current liabilities                                             (400)               -
        Accrued officer's compensation                                           -          (80,961)
                                                                    ---------------  ---------------
NET CASH USED IN OPERATING ACTIVITIES                                     (597,085)      (1,929,778)
                                                                    ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                        (8,251)         (28,925)
                                                                    ---------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of options and warrants                           280,500                -
  Repayment of common stock purchase note receivable                       225,000                -
  Proceeds from sale of common stock                                             -          200,025
  Proceeds from sale of convertible debentures                                   -        2,100,000
  Repayment of notes payable to stockholders                                     -          (97,166)
  Net repayments under bank lines of credit                                 (5,344)          (9,179)


                                        5
<PAGE>
  Repayments of short-term borrowings                                      (10,000)         (35,914)
  Payment of deferred financing costs                                            -           (3,434)
                                                                    ---------------  ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                  490,156        2,154,332
                                                                    ---------------  ---------------

  NET INCREASE (DECREASE) IN CASH                                         (115,180)         270,529
  CASH AT BEGINNING OF PERIOD                                              117,018          120,135
                                                                    ---------------  ---------------
  CASH AT END OF PERIOD                                             $        1,838   $      390,664
                                                                    ===============  ===============

  SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                            $       23,011   $       11,509
                                                                    ===============  ===============
  Cash paid for taxes                                               $            -   $            -
                                                                    ===============  ===============

  SUPPLEMENTAL DISCLOSURE OF NONCASH
    INVESTING AND FINANCING ACTIVITIES:
  Cancellation of common stock issued for deferred financing costs  $       24,601
                                                                    ===============
  Assignment of accounts payable and accrued expenses               $      294,994
                                                                    ===============
  Assignment of notes payable and accrued interest                  $      290,404
                                                                    ===============
  Settlement of common stock purchase note receivable               $      585,398
                                                                    ===============
  Deferred financing costs                                                           $      516,054
                                                                                     ===============
  Issuance of note payable for settlement of accounts payable                        $      100,000
                                                                                     ===============
  Value of stock issued for settlement of accounts payable                           $       26,250
                                                                                     ===============
</TABLE>

                 See notes to consolidated financial statements.


                  GolfGear International, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
         Three Months and Nine Months Ended September 30, 2003 and 2002


1.   SIGNIFICANT  ACCOUNTING  POLICIES

     Basis of Presentation - The accompanying interim consolidated financial
     ---------------------
     statements include the accounts of GolfGear International, Inc. and its
     subsidiaries (collectively, "GolfGear" or the "Company"). All intercompany
     transactions have been eliminated in consolidation.

     The accompanying interim consolidated financial statements have been
     prepared by the Company pursuant to the rules and regulations of the
     Securities and Exchange Commission (the "SEC") for interim financial
     reporting. These interim consolidated financial statements are unaudited
     and, in the opinion of management, include all adjustments (consisting of
     normal recurring adjustments and accruals) necessary to present fairly the
     consolidated balance sheets, consolidated operating results, and
     consolidated cash flows for the periods presented in accordance with
     accounting principles generally accepted in the United States of America
     ("GAAP"). Operating results for the nine months ended September 30, 2003
     are not necessarily indicative of the results that may be expected for the
     year ending December 31, 2003 or for any other interim period during such
     year. Certain information and footnote disclosures normally included in
     financial statements prepared in accordance with GAAP have been omitted in
     accordance with the rules and regulations of the SEC. These interim
     consolidated financial statements should be read in conjunction with the
     audited consolidated financial statements and notes thereto contained in
     the Company's Form 10-KSB for the year ended December 31, 2002.


                                        6
<PAGE>
     Patents and Trademarks - Patents and trademarks are being amortized on the
     ----------------------
     straight-line method over their estimated useful lives, which range from
     two to 17 years. Management reviews its patents and trademarks for possible
     impairment on an annual basis, or more frequently if events or changes in
     circumstances indicate the carrying amount of the asset may not be
     recoverable. If there is indication of impairment, then management prepares
     an estimate of future cash flows (undiscounted and without interest
     charges) expected to result from the use of the asset and its eventual
     disposition. If these cash flows are less than the carrying amount of the
     asset, an impairment loss is recognized to write down the asset to its
     estimated fair value. There were no impairments at September 30, 2003.

     Deferred Financing Costs - Deferred financing costs are amortized over the
     ------------------------
     life of the convertible debentures on the straight-line basis, which
     approximates the effective interest method due to the short maturity of the
     debentures.

     Prepaid Marketing Costs - Prepaid marketing costs are related to the costs
     -----------------------
     incurred to produce a television commercial advertisement. Subsequent to
     September 30, 2003, the Company started airing this advertisement and
     expects to expense the entire balance of prepaid marketing costs in the
     fourth quarter of fiscal year 2003.

     Revenue Recognition - Revenue is recognized in accordance with Staff
     -------------------
     Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
     Statements". Sales of products are recognized when the products are shipped
     from the Company's facility.

     Warranty Reserves - The Company generally provides a lifetime warranty
     -----------------
     against defects. The Company makes a provision for warranty costs in the
     period of sale. The Company periodically reviews the adequacy of the
     accrued product warranties. A reconciliation of the beginning and ending
     balances of warranty reserves for the nine-month period ended September 30,
     2003 is as follows:

<TABLE>
<CAPTION>
<S>                                                                  <C>
     Balance at January 1, 2003                                      $  116,102
     Accruals for warranties issued during 2003                          11,549
     Settlements made (in cash or in kind) during 2003                  (36,312)
                                                                     -----------

     Balance at September 30, 2003                                   $   91,339
                                                                     ===========
</TABLE>

     Stock-Based Compensation - The Company accounts for options granted to
     ------------------------
     employees in accordance with Accounting Principles Board Opinion No. 25,
     "Accounting for Stock Issued to Employees", and related interpretations.
     The Company has adopted the disclosure provisions of Statement of Financial
     Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
     Compensation", as amended by SFAS No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosure". Had the Company applied the fair
     value recognition provisions of SFAS No. 123 to stock-based employee
     compensation, there would have been no difference between the reported and
     pro forma net loss and net loss per share for the three months and nine
     months ended September 30, 2003 and 2002.


                                        7
<PAGE>
     The Company accounts for equity instruments issued to non-employees in
     accordance with the provisions of SFAS No. 123.

     Recent Accounting Pronouncements - In May 2003, the Financial Accounting
     --------------------------------
     Standards Board ("FASB") issued SFAS No. 150, "Accounting for Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS No. 150 establishes standards for how an issuer classifies and
     measures certain financial instruments with characteristics of both
     liabilities and equity. It requires that an issuer classify a financial
     instrument that is within its scope as a liability (or an asset in some
     circumstances). SFAS No. 150 is effective for financial instruments entered
     into or modified after May 31, 2003, and otherwise is effective at the
     beginning of the first interim period beginning after September 15, 2003.
     It is to be implemented by reporting the cumulative effect of a change in
     an accounting principal for financial instruments created before the
     issuance date of the Statement and still existing at the beginning of the
     interim period of adoption. Restatement is not permitted. The Company does
     not expect the adoption of SFAS No. 150 to have a material impact upon its
     financial position, cash flows or results of operations.

2.   GOING  CONCERN

     The consolidated financial statements as of and for the three months and
     nine months ended September 30, 2003 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 requires additional financing to continue
     operations. For the three months and the nine months ended September 30,
     2003 the Company incurred losses from operations of $406,444 and
     $1,137,651, respectively, and a net loss of $655,786 and $1,546,571,
     respectively. The Company used cash in operating activities of $597,085 and
     as of September 30, 2003 had a working capital deficit of $2,138,623and a
     stockholders' deficit of $1,929,391. As a result of these factors, there is
     substantial doubt about the Company's ability to continue as a going
     concern.

     The Company is attempting to increase revenues through various means,
     including expanding brands and product offerings, new marketing programs,
     and direct marketing to customers, subject to the availability of operating
     working capital resources. To the extent that the Company is unable to
     increase revenues in 2003, the Company's liquidity and ability to continue
     to conduct operations may be impaired.

     The Company will require additional capital to fund operating requirements.
     The Company is exploring various alternatives to raise this required
     capital, including convertible debentures, private infusion of equity and
     various collateralized debt instruments, but there can be no assurance 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 have to substantially reduce its 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.


                                        8
<PAGE>
3.   INVENTORIES

     Inventories  consist  of  the  following:

<TABLE>
<CAPTION>
                                    September 30,   December 31,
                                        2003            2002
                                   ---------------  -------------
                                     (unaudited)
<S>                                <C>              <C>
                  Component parts  $       370,395  $     189,616
                  Finished goods           116,096        303,288
                                   ---------------  -------------
                                   $       486,491  $     492,904
                                   ===============  =============
</TABLE>

4.   BANK LINES OF CREDIT

     The Company has a $250,000 bank line collateralized by eligible accounts
     receivable. The line of credit which matures on December 9, 2003 is
     automatically renewable for a year at the Company's option, and bears
     interest at 28% annually. Interest is payable monthly. Outstanding
     borrowings at September 30, 2003 and December 31, 2002, were $31,303 and
     $26,253 respectively.

     The Company also has an unsecured $70,000 revolving line of credit with
     another bank. Interest is payable monthly at a variable rate (10% at
     September 30, 2003). Outstanding borrowings at September 30, 2003 and
     December 31, 2002 were $34,247 and $44,641, respectively. The revolving
     line of credit has no maturity date and is personally guaranteed by the
     Company's founder.

     The Company is currently exploring various alternatives to raise capital or
     to replace its existing indebtedness under the bank lines of credit.

5.   DEBT

     Notes  Payable
     --------------

     At December 31, 2002, the Company had notes payable of $83,177 due to
     individuals which were payable on demand and bore interest at rates ranging
     from 6% to 8%. During the three month period ended September 30, 2003, the
     Company assigned its obligations under these notes to Quincy Investments
     Corporation ("Quincy"), an entity affiliated with Peter Pocklington, the
     Company's Chairman and Chief Executive Officer (see Note 6).

     Note Payable to Stockholder
     ---------------------------

     On November 20, 2002, the Company entered into a loan agreement with Mr.
     Pocklington, whereby Mr. Pocklington loaned the Company $200,000. As
     additional consideration for the loan, the Company agreed to an amendment
     to a stock pledge agreement and released 9,029,518 shares of common stock
     held by the Company as security for payment of a promissory note due from
     an entity affiliated with Mr. Pocklington for the purchase of 15,000,000
     shares of the Company's common stock (see Note 6). The loan bore interest
     at 9 %. During the three month period ended September 30, 2003, the Company
     converted the loan into a payment against the common stock purchase note
     receivable due from Wyngate Limited ("Wyngate"), an entity affiliated with
     Mr. Pocklington (see Note 6).


                                        9
<PAGE>
     Convertible Debentures
     ----------------------

     On June 6, 2002, the Company completed the sale of $2,100,000 of 7%
     convertible debentures (the "Debentures"). The Debentures are convertible
     into the Company's common stock at $0.25 per share for a period of 12
     months, commencing six months after the initial sale of the Debentures. For
     each share of common stock issued upon conversion, the holder will receive
     a warrant for the purchase of one share of the Company's common stock at
     $0.10 per share exercisable for a period of 18 months. The costs associated
     with the issuance of the Debentures have been capitalized as deferred
     financing costs and are being amortized over the 18 month life of the
     Debentures. The Debentures are secured by the Company's patents,
     trademarks, and other intangible assets, and are due and payable on
     December 6, 2003. The Company is currently negotiating an extension of the
     maturity date with the holders of the Debentures. In addition, the Company
     is in discussions with certain of its stockholders to provide any necessary
     capital to fund any Debentures that are not extended and become due and
     payable at December 6, 2003.

     In connection with the Debenture financing, Mr. Pocklington had the right
     to have the Company acquire Meditron Medical, Inc. ("Meditron"), a Canadian
     corporation controlled by Mr. Pocklington, in a reverse merger transaction.
     During the three month period ended September 30, 2003, this right was
     cancelled (see Note 6).

6.   STOCKHOLDERS' EQUITY

     During the nine months ended September 30, 2003, the Company issued
     2,800,000 shares of common stock for exercised warrants at $0.10 per share.
     In addition, the Company issued 50,000 shares of common stock for exercised
     options at $0.01 per share.

     On June 28, 2003, the Company canceled 112,000 shares of common stock,
     which were originally issued in connection with the Debentures as a finders
     fee and recorded as a deferred financing cost. As a result, the Company
     recorded the unamortized balance of the value of these shares of $24,601 as
     a reduction of stockholders' equity.

     During the nine months ended September 30, 2002, the Company canceled
     100,000 shares issued to a former employee and issued 5,000 shares in
     consideration to the extension granted on a certain note payable.

     On April 8, 2002, the Company entered into a stock purchase agreement (the
     "Agreement") with Wyngate, whereby Wyngate agreed to purchase 15,000,000
     shares of the Company's common stock at $0.075 per share for an aggregate
     purchase price of $1,125,000, $200,025 of which was paid upon execution of
     the Agreement. Wyngate executed a promissory note with interest at 2.88%
     per annum in favor of the Company for the balance of $924,975. Pursuant to
     the promissory note, the principal and accrued interest was due and payable
     on October 8, 2003. On July 17, 2003 Mr. Pocklington, Wyngate and Quincy
     (collectively, the "Parties") jointly and collectively entered into an
     agreement with the Company whereby the Parties satisfied the then
     outstanding balance of the promissory note of $960,398 (including accrued
     interest) in exchange for (1) a cash payment of $225,000, (2) conversion of
     the $200,000 note payable due to stockholder, including accrued interest of
     $14,710 to equity (see Note 5), (3) cancellation of the Company's


                                       10
<PAGE>
     obligation to acquire Meditron (see Note 5), (4) assumption of
     $370,688 of the Company's existing notes payable and certain accounts
     payable obligations, and (5) forgiveness of $150,000 due under the
     promissory note, which was recorded to other expense in the accompanying
     consolidated statement of operations.

7.   MAJOR CUSTOMER INFORMATION

     During the three months and nine months ended September 30, 2003, one
     customer accounted for approximately 15.1% and 21.2% of total sales,
     respectively. At September 30, 2003, one customer accounted for $53,988
     (59%) of net accounts receivable. During the three months and nine months
     ended September 30, 2002, two customers accounted for approximately 24.9%
     and one customer accounted for approximately 14.3% of total sales,
     respectively. At September 30, 2002, no customers accounted for more than
     9% of net accounts receivable.

8.   COMMITMENTS AND CONTINGENCIES

     Litigation - On November 8, 2003, at a special meeting of the Board of
     ----------
     Directors, Don Anderson, CEO and Founder of the Company was suspended
     pending the outcome of an investigation into alleged violations of his
     employment contract. On November 18, 2003, the Company and certain officers
     and board members were served summons and a complaint was filed on behalf
     of Don Anderson in Orange County Superior Court alleging breach of written
     employment agreement and slander. The Company, its officers and directors
     are in the process of engaging legal counsel and intend to vigorously
     defend against this complaint.

     Management is not aware of any other litigation matters pending or
     threatened against the Company or any of its subsidiaries.

     Indemnities and Guaranties - During the normal course of business, the
     --------------------------
     Company has made certain indemnities and guarantees under which it may be
     required to make payments in relation to certain transactions. These
     indemnities include certain agreements with the Company's officers, under
     which the Company may be required to indemnify such persons for liabilities
     arising out of their employment relationship. The duration of these
     indemnities and guarantees varies and, in certain cases, is indefinite. The
     majority of these indemnities and guarantees do not provide for any
     limitation of the maximum potential future payments the Company could be
     obligated to make. Historically, the Company has not been obligated to make
     significant payments for these obligations and no liabilities have been
     recorded for these indemnities and guarantees in the accompanying
     consolidated balance sheet.

9.   SUBSEQUENT EVENT

     On October 7, 2003, the Company completed the sale of $250,000 of
     convertible debentures. The debentures are convertible into common stock at
     $0.09 per share for a period of three months. For each share of common
     stock issued upon conversion of the debentures, holders will receive one
     common stock purchase warrant, which will be exercisable for a period of 12
     months at $0.045 per share.


                                       11
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     This  Quarterly  Report  on  Form  10-QSB  for  the  quarterly period ended
     September 30, 2003 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 September 30, 2003 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  consolidated  financial  statements as of and for the three months and
     nine  months  ended September 30, 2003 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 requires additional financing to continue
     operations.  For  the  three months and the nine months ended September 30,
     2003  the  Company  incurred  losses  from  operations  of  $406,444  and
     $1,137,651,  respectively,  and  a  net  loss  of  $655,786 and $1,546,571,
     respectively.  The  Company  used  cash in operating activities of $597,085
     and,  as  of September 30, 2003 had a working capital deficit of $2,138,623
     and  a  stockholders'  deficit of $1,929,391. As a result of these factors,
     there  is  a substantial doubt about the Company's ability to continue as a
     going  concern.

     The  Company  is  attempting  to  increase  revenues through various means,
     including  expanding  brands and product offerings, new marketing programs,
     and direct marketing to customers, subject to the availability of operating
     working  capital  resources.  To  the  extent that the Company is unable to
     increase  revenues in 2003, the Company's liquidity and ability to continue
     to  conduct  operations  may  be  impaired.

     The Company will require additional capital to fund operating requirements.
     The  Company  is  exploring  various  alternatives  to  raise this required
     capital,  including  convertible debentures, private infusion of equity and
     various  collateralized  debt  instruments,  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 have to substantially reduce its 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.

Results of Operations


                                       12
<PAGE>
Three Months ended September 30, 2003 and 2002 - (unaudited)

     Net  sales increased to $438,336 in 2003 from $296,785 in 2002, an increase
     of $141,551 or 47.7%. The increase in net sales in 2003 as compared to 2002
     is  a  result  of  the  Company's  new  marketing  efforts  and  the public
     acceptance/demand  for the Company's new product line. In order to continue
     to  increase sales, the Company will require additional capital to fund the
     increased  sales  and  marketing activities, as well as increased inventory
     levels.

     Gross  profit  increased  to  $193,269  in  2003  from $(4,986) in 2002, an
     increase as a percentage of net sales to 44.1% in 2003 from (1.7%) in 2002.
     In  2002,  the gross profit would have been $95,097 or 32.0% if the Company
     had  not  written-down  older  inventory  during  the  quarter - a total of
     $100,083  or  33.7%  of the net sales. This was done in anticipation of the
     introduction  of  new  product  lines  impairing  the  Company's ability to
     recover  its  cost on the older inventory. In 2003, the Company reduced its
     wholesale  prices  and  decreased some key component costs while offering a
     new  and  improved  product  line.

     Selling  and marketing expenses decreased to $102,690 in 2003 (23.4% of net
     sales)  from  $258,385 in 2002 (87.1% of net sales), a decrease of $155,695
     or  60.3%.  Selling and marketing expenses decreased in 2003 as compared to
     2002  as  a  result  of the Company limiting its "new" marketing efforts in
     favor  of  focusing on the key customer accounts that have been responsible
     for  the  increased  sales  in  2003.

     Tour  and  pro  contract expenses decreased to $17,598 in 2003 (4.0% of net
     sales)  from $46,137 in 2002 (15.5% of net sales), a decrease of $28,539 or
     61.9%. Tour and pro contract expenses decreased in 2003 as compared to 2002
     due  to costs incurred in 2002 related to identifying golf professionals on
     the  Buy.com  Tour  for  use  in  Company's  infomercial.

     Bad  debt  expense  increased  to  $13,150  in 2003 from $8,877 in 2002, an
     increase of $4,273. The increase in the bad debt expense is a reflection of
     the  increase  in  sales.

     General  and  administrative expenses increased to $449,366 in 2003 (102.5%
     of  net  sales) from $404,810 in 2002 (136.4% of net sales), an increase of
     $44,556 (11.0%). The increase in general and administrative expenses is due
     to  increases  in  salaries, insurance, rent accounting and legal expenses.
     The  increase  in  salaries is due to new hires (President and SVP of Sales
     and  Marketing).

     Depreciation  and  amortization  expense  increased to $16,909 in 2003 from
     $13,960  in  2002, an increase of $2,949 or 21.1%. The increase is a result
     of  the  acquisition  of  certain  intangible  and  fixed  assets.

     Interest  expense  decreased  to  $128,349 in 2003 from $675,675 in 2002, a
     decrease  of  $547,326  or 81.0%. In 2002, the Company issued a convertible
     debenture  with warrants attached at a discount. The debenture was recorded
     at  the  discounted  amount  and  the discount was amortized as an interest
     expense  over  the  next  six  months  -  the  earliest  point at which the
     debenture  could  be  converted.


                                       13
<PAGE>
     Other expense increased to $151,273 in 2003 from $0 in 2002, an increase of
     $151,273  or  100%.  The  increase  is  primarily  related  to  the partial
     forgiveness  of  $150,000  related  to  the  common  stock  purchase  note
     receivable  due  from  a  stockholder.

     Net  loss  was  $655,784  for the three months ended September 30, 2003, as
     compared  to  a net loss of $1,327,623 for the three months ended September
     30,  2002.  The  primary  reason for the decreased loss was the increase in
     sales,  the  overall  increase  in  the  gross  profit  and the decrease in
     interest  expense.

Nine Months ended September 30, 2003 and 2002 - (unaudited)

     Net  sales  increased  to  $1,614,807  in  2003 from $1,060,631 in 2002, an
     increase  of  $554,176  or  52.2%.  The  increase  in  net sales in 2003 as
     compared to 2002 is a result of the Company's new marketing efforts and the
     public  acceptance/demand  for  the Company's new product line. In order to
     continue  to increase sales, the Company will require additional capital to
     fund  the  increased  sales  and marketing activities, as well as increased
     inventory  levels.

     Gross  profit  increased  to  $701,919  in  2003  from $194,638 in 2002, an
     increase  as a percentage of net sales to 43.5% in 2003 from 18.4% in 2002.
     In  2002  the gross profit would have been $388,402 or 36.6% if the Company
     had  not  written-down  older  inventory  during  the  period  - a total of
     $193,764  or  18.3%  of  net  sales.  This  was done in anticipation of the
     introduction  of  new  product  lines  impairing  the  Company's ability to
     recover  its  cost  on  the  older  inventory.

     Selling  and marketing expenses decreased to $410,900 in 2003 (25.4% of net
     sales)  from  $512,342 in 2002 (48.3% of net sales), a decrease of $101,442
     or  19.8% but an overall decrease as a percentage of sales of 9.6%. Selling
     and marketing expenses decreased in 2003 as compared to 2002 as a result of
     the Company's continued efforts to reduce unnecessary selling and marketing
     costs  due  to  cash  flow  restrictions.

     Tour  and  pro  contract expenses decreased to $56,624 in 2003 (3.5% of net
     sales)  from  $64,804  in 2002 (6.1% of net sales), a decrease of $8,180 or
     12.6%. Tour and pro contract expenses decreased in 2003 as compared to 2002
     as  the  Company  ended  its  obligations  with certain golf professionals.

     Bad  debt  expense  increased  to  $50,205 in 2003 from $31,792 in 2002, an
     increase  of  $18,413. The increase in the bad debt expense is a reflection
     of  the  increase  in  sales.

     General  and administrative expenses increased to $1,268,299 in 2003 (78.5%
     of  net  sales)  from $998,419 in 2002 (94.1% of net sales), an increase of
     $269,880  (27.0%).  The  increase in general and administrative expenses is
     due to increase in salaries, insurance and legal expenses. The increases in
     salaries  are  due to new hires (President and SVP of Sales and Marketing).
     The  increases  in  insurance  are  due to expanded coverage and all of the
     legal  expenses  were  in  the  normal  course  of  business.


                                       14
<PAGE>
     Depreciation  and  amortization  expense  increased to $53,542 in 2003 from
     $43,884  in  2002, an increase of $9,658 or 22.0%. The increase is a result
     of  the  acquisition  of  certain  intangible  and  fixed  assets.

     Interest  expense  decreased  to  $404,884 in 2003 from $866,495 in 2002, a
     decrease of $461,611 or 53.3%. In 2002 the corporation issued a convertible
     debenture with warrants attached. The convertible debentures were issued in
     June  of  2002  and they bear interest at 7%. The debenture was recorded at
     the discounted amount and the discount was amortized as an interest expense
     over  the next six months - the earliest point at which the debenture could
     be  converted.  Additionally  the  debenture  resulted  in  $516,054  in
     capitalized  financing  costs.  These  costs  are  being amortized over the
     18-month  life  of  the  debenture.

     The Company is currently exploring various alternatives to raise capital or
     to replace its existing indebtedness under the bank lines of credit.

     Net  loss  was  $1,546,568 for the nine months ended September 30, 2003, as
     compared  to  a  net  loss of $2,257,818 for the nine months ended June 30,
     2002.  The primary reason for the decreased loss was the increase in sales,
     the  overall  increase  in  the  gross  profit and the decrease in interest
     expense.

Liquidity and Capital Resources - September 30, 2003:

     The  Company  is  attempting  to  increase  revenues through various means,
     including  expanding  brands and product offerings, new marketing programs,
     and direct marketing to customers, subject to the availability of operating
     working  capital  resources.  To  the  extent that the Company is unable to
     increase  revenues in 2003, the Company's liquidity and ability to continue
     to  conduct  operations  may  be  impaired.

     The  Company  will require substantial additional capital to fund operating
     requirements.  The  Company is exploring various alternatives to raise this
     required  capital,  including  convertible  debentures, private infusion of
     equity  and  various  collateralized  debt instruments, 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 have to substantially reduce its
     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.

     Operating  Activities.  The  Company's operations utilized cash of $597,085
     during  the  nine months ended September 30, 2003, as compared to utilizing
     cash  of  $1,854,878  during  the nine months ended September 30, 2002. The
     decrease  in  cash  utilized in operating activities in 2003 as compared to
     2002 was primarily a result of the decrease in the net loss, utilization of
     prepaid  expenses,  collections  of receivables and an increase in accounts
     payable  and accrued expenses. At September 30, 2003, cash has decreased to
     $1,838  as  compared  to  $117,018  at December 31, 2002. The Company had a
     working capital deficit of $2,138,623 at September 30, 2003, as compared to
     a  working  capital  deficit of $2,733,139 at December 31, 2002, reflecting
     current  ratios of 0.36:1 and 0.26:1 at September 30, 2003 and December 31,
     2002,  respectively.


                                       15
<PAGE>
     Investing  Activities.  During the nine months ended September 30, 2003 and
     2002,  net  cash  used in investing activities for the purchase of property
     and equipment was $8,251 and $28,925, respectively.

     Financing  Activities.  The  Company received $280,500 from the exercise of
     common  stock  warrants  and options during the nine months ended September
     30,  2003.  In addition, the Company collected $225,000 on the common stock
     purchase  noted  receivable  due  from  a  stockholder.

     The Company is currently exploring various alternatives to raise capital or
     to  replace  its  existing  indebtedness under the bank lines of credit. In
     addition, the Company is currently negotiating an extension of the maturity
     date  with  the  holders  of the Debentures. In addition, the Company is in
     discussions  with  certain  of  its  stockholders  to provide any necessary
     capital  to  fund  any  Debentures that are not extended and become due and
     payable  at  December  6,  2003.

     The  Company  has  a $250,000 bank line collateralized by eligible accounts
     receivable.  The  line  of  credit  which  matures  on  December 9, 2003 is
     automatically  renewable  for  a  year  at  the Company's option, and bears
     interest  at  28%  annually.  Interest  is  payable  monthly.  Outstanding
     borrowings  at  September  30, 2003 and December 31, 2002, were $31,303 and
     $26,253  respectively.

     The Company also has an unsecured $70,000 line of credit with another bank.
     Interest  is  payable monthly at a variable rate (10.25% at June 30, 2003).
     Outstanding  borrowings  at  September 30, 2003 and December 31, 2002, were
     $34,247  and $44,641, respectively. This is a revolving line of credit with
     no  maturity  date  personally  guaranteed  by  the  Company's  founder.

     On  October  7,  2003,  the  Company  completed  the  sale  of  $250,000 of
     convertible debentures. The debentures are convertible into common stock at
     $0.09  per  share  for  a  period of three months. For each share of common
     stock  issued  upon  conversion of the debentures, the holders will receive
     one  common  stock purchase warrant, which will be exercisable for a period
     of  12  months  at  $0.045  per  share.

New Accounting Pronouncements:

     In  May  2003,  the  FASB issue SFAS 150, "Accounting for Certain Financial
     Instruments  with Characteristics of both Liabilities and Equity." SFAS 150
     establishes  standards  for  how  an issuer classifies and measures certain
     financial  instruments with characteristics of both liabilities and equity.
     It  requires  that an issuer classify a financial instrument that is within
     its  scope  as a liability (or an asset in some circumstances). SFAS 150 is
     effective  for financial instruments entered into or modified after May 31,
     2003,  and  otherwise  is  effective  at the beginning of the first interim
     period  beginning after June 15, 2003. It is to be implemented by reporting
     the  cumulative effect of a change in an accounting principle for financial
     instruments  created  before  the  issuance date of the Statement and still
     existing at the beginning of the interim period of adoption. Restatement is
     not permitted. The Company does not expect the adoption of SFAS 150 to have
     a  material  impact  upon  our financial position, cash flows or results of
     operations.


                                       16
<PAGE>
Critical Accounting Policies:

     The Company's financial statements are prepared in accordance with
     accounting principles generally accepted in the United States, which
     require management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities at the date of the financial
     statements, the disclosure of contingent assets and liabilities, and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from those estimates. The Company believes the
     following critical accounting policies affect its significant estimates and
     assumptions used in the preparation of its financial statements. The
     significant estimates and assumptions are reviewed and any required
     adjustments are recorded on a quarterly basis.

     Allowance for Doubtful Accounts - The Company makes periodic evaluations of
     the creditworthiness of its customers and generally does not require
     collateral. As of the balance sheet dates presented, management has
     determined that an adequate provision has been made for doubtful accounts.

     Inventories - Inventories consist of materials, labor and manufacturing
     overhead and are stated at lower of cost (first-in, first-out) or market.
     The Company periodically reviews its inventory to evaluate it for
     discontinued and obsolete products. The difference between the market value
     of products and their cost is either written off as a direct charge to cost
     of goods sold or included in the reserve allowance. The loss from the
     liquidation or destruction of obsolete and discontinued inventory is
     applied against the reserve allowance.

     Revenue Recognition - Revenue is recognized in accordance with Staff
     Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements".
     Sales of products are recognized when the products are shipped from the
     Company's facility.

     Warranty  Reserves  -  The  Company  generally provides a lifetime warranty
     against  defects.  The  Company makes a provision for warranty costs in the
     period  of  sale.  The  Company  periodically  reviews  the adequacy of the
     accrued  product  warranties.

ITEM  3.  CONTROLS  AND  PROCEDURES

     Our  Chief  Executive  Officer and Chief Financial Officer (the "Certifying
     Officers")  are  responsible  for  establishing  and maintaining disclosure
     controls  and  procedures  for  the  Company.  The Certifying Officers have
     designed  such  disclosure  controls and procedures to ensure that material
     information  is made known to them, particularly during the period in which
     this  report  was  prepared.  The  Certifying  Officers  have evaluated the
     effectiveness of the Company's disclosure controls and procedures as of the
     end  of  the  period  covered by this report and believe that the Company's
     disclosure  controls  and  procedures  are  effective based on the required
     evaluation. During the period covered by this report, there were no changes
     in  internal controls that materially affected, or are reasonably likely to
     materially affect, the Company's internal control over financial reporting.

PART II.  OTHER INFORMATION


                                       17
<PAGE>
ITEM 1.  LEGAL PROCEEDINGS

     On November 8, 2003, at a special meeting of the Board of Directors, Don
     Anderson CEO and Founder of the Company was suspended pending the outcome
     of an investigation into alleged violations of his employment contract. On
     November 18, 2003, the Company and certain officers and board members were
     served summons and a complaint was filed on behalf of Don Anderson in
     Orange County Superior Court alleging breach of written employment
     agreement and slander. The Company, its officers and directors are in the
     process of engaging legal counsel and intend to vigorously defend against
     this complaint.

     Management believes there are no other litigation matters pending or
     threatened against the Company or any of its subsidiaries.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     None

ITEM  3.  DEFAULT  UPON  SENIOR  SECURITIES

     None.

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

     None.

ITEM  5.  OTHER  INFORMATION

     Report on form 8-K

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibits

<TABLE>
<CAPTION>
<C>     <S>
  31.1  Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934
  31.2  Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934
  32.   Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
         Sarbanes-Oxley Act of 2002
</TABLE>

(b)  Reports on Form 8-K - Three Months Ended September 30, 2003: None


                                       18
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d) 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)


Date:  November 21, 2003          By:  /s/  John Pierandozzi
                                      -------------------------
                                      John Pierandozzi
                                      Director, President
                                      (Principal Executive Officer)

Date:  November 21, 2003          By:  /s/ Daniel C. Wright
                                      -------------------------
                                      Daniel C. Wright
                                      Director, Chief Financial Officer
                                      (Principal Financial Officer and Principal
                                      Accounting Officer)


                                       19
<PAGE>