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,  2000

[  ]    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  July  31, 2000, the Company had 13,158,848 shares of common stock issued
and  outstanding.

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

Documents  incorporated  by  reference:  None.


<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES

                                      INDEX

PART  I.   FINANCIAL  INFORMATION

 Item  1.  Financial  Statements

           Consolidated  Balance  Sheets  (Unaudited) -  June 30,
           2000  and  December  31,  1999

           Consolidated Statements of Operations (Unaudited) - Three Months and
           Six  Months  Ended  June  30,  2000  and 1999

           Consolidated Statements of Cash Flows (Unaudited) - Six Months Ended
           June 30, 2000 and 1999

           Notes to Consolidated Financial Statements (Unaudited) - Six  Months
           Ended June 30, 2000 and 1999

 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>
<TABLE>
<CAPTION>
                  GolfGear International, Inc. and Subsidiaries
                     Consolidated Balance Sheets (Unaudited)


                                      June 30,       December 31,
                                        2000             1999
                                   ------------  ----------------
<S>                                <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents          $   32,429       $  793,262
  Accounts receivable, net of
    allowance for doubtful
    accounts of $97,887 and
    $40,000 at June 30, 2000
    and December 31, 1999,
    respectively                        895,154          446,214
  Inventories
    Component parts                     549,826          296,847
    Finished goods                      270,928          155,425
  Prepaid expenses and
    other receivables                    46,308           20,610
                                   ------------  ----------------
Total current assets                  1,794,645        1,712,358
                                   ------------  ----------------

Property and equipment                  477,919          381,595
Less accumulated depreciation
  and amortization                     (280,744)        (259,549)
                                   ------------  ----------------
                                        197,175          122,046
                                   ------------  ----------------
Other assets:
  Patents and trademarks, net
    of accumulated amortization
    of $115,552 and $107,114 at
    June 30, 2000 and December
    31, 1999, respectively              148,066          156,504
  Goodwill, net of accumulated
    amortization of $6,017 at
    June 30, 2000                       129,382
  Deposits and other assets              17,030           23,025
                                   ------------  ----------------
                                        294,478          179,529
                                   ------------  ----------------
Total assets                         $2,286,298       $2,013,933
                                   ============  ================


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

                                      June 30,       December 31,
                                        2000            1999
                                   ------------  ----------------
<S>                                <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bank credit line payable         $     52,841       $   16,020
  Notes payable to stockholders          33,062           35,434
  Notes payable                          42,468           70,631
Accounts payable and accrued
  expenses                              786,252          641,498
Accrued product warranties               46,677           36,000
Accrued interest                         12,973           12,448
Accrued officer's compensation          143,500          124,000
                                   ------------  ----------------
Total current liabilities             1,117,773          936,031
                                   ------------  ----------------
Non-current liabilities:
  Note payable                          50,000
                                   ------------  ----------------

Total liabilities                    1,167,773
                                   ------------  ----------------
</TABLE>


<TABLE>
<CAPTION>
<S>                                   <C>           <C>
Stockholders' equity:
Preferred stock, $.001 par value;
  Authorized - 10,000,000 shares
  Series A Senior Convertible
  Preferred Stock:
  Issued and outstanding -
  226,348 shares and 216,626 shares
  at June 30, 2000 and December 31,
  1999, respectively (stated value -
  $9.50 per share)                            226               217
Common stock, $.001 par value;
  Authorized - 50,000,000 shares
  Issued and outstanding -
  13,158,848 shares and 12,816,348
  shares at June 30, 2000 and
  December 31, 1999, respectively          13,159            12,816
Additional paid-in capital              8,180,132         7,981,695
Accumulated deficit                    (7,074,992)       (6,916,826)
                                      ------------  ----------------
Total stockholders' equity              1,118,525         1,077,902
                                      ------------  ----------------
Total liabilities and
  stockholders' equity                 $2,286,298        $2,013,933
                                      ============  ================


      See accompanying notes to consolidated financial statements.


                                        4
<PAGE>
              GolfGear International, Inc. and Subsidiaries
            Consolidated Statements of Operations (Unaudited)


                                       Three Months Ended June 30,
                                      --------------------------
                                         2000             1999
                                      ------------  ----------------
Sales                                 $ 1,434,980   $       943,508

Cost of goods sold                        713,602           518,654
                                      ------------  ----------------
Gross profit                              721,378           424,854
                                      ------------  ----------------
Expenses:
  Selling and marketing                   211,256           124,786
  Tour and pro contracts                   14,769            49,004
  Provision for bad debts                  47,829           110,000
  General and administrative              318,342           223,668
  Depreciation and amortization            21,002            10,732
                                      ------------  ----------------
Total expenses                            613,198           518,190
                                      ------------  ----------------
Net income (loss) from operations         108,180           (93,336)

Other income (expense):
  Interest income                           2,063
  Interest expense                         (6,596)           (9,620)
                                      ------------  ----------------
Net income (loss)                        $103,647         ($102,956)
                                      ============  ================

Net income (loss) applicable to
  common stockholders:
  Net income (loss)                   $   103,647         ($102,956)
  Less dividends on Series A
    Senior Convertible
    Preferred Stock                       (31,538)
                                      ------------  ----------------
Net income (loss) applicable to
  common stockholders                 $    72,109         ($102,956)
                                      ============  ================
Net income (loss) per common share -
  Basic and diluted                   $      0.01            ($0.01)
                                      ============  ================
Weighted average number of
  common shares outstanding -
  Basic                                12,926,348        12,515,527
                                      ============  ================
  Diluted                               13,337,202       12,515,527
                                      ============  ================
</TABLE>


          See accompanying notes to consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                  GolfGear International, Inc. and Subsidiaries
                Consolidated Statements of Operations (Unaudited)

                                      Six  Months  Ended  June 30,
                                      ---------------------------
                                        2000             1999
                                    ------------  ---------------
<S>                                 <C>              <C>
Sales                                $2,059,425       $1,362,235

Cost of goods sold                    1,007,082          699,734
                                    ------------  ---------------
Gross profit                          1,052,343          662,501
                                    ------------  ---------------

Expenses:
  Selling and marketing                 391,281          278,167
  Tour and pro contracts                 25,000          142,014
  Provision for bad debts                62,829          115,000
  General and administrative            630,493          525,147
  Depreciation and amortization          35,651           21,210
                                    ------------  ---------------
Total expenses                        1,145,254        1,081,538
                                    ------------  ---------------
Net loss from operations                (92,911)        (419,037)

Other income (expense):
  Interest income                         7,071
  Interest expense                      (10,088)         (20,068)
                                    ------------  ---------------
Net loss                            ($   95,928)     ($  439,105)
                                    ============  ===============

Net loss applicable to common
  stockholders:
  Net loss                          ($  95,928)     ($   439,105)
  Less dividends on Series A
    Senior Convertible
    Preferred Stock                    (62,239)
                                    ------------  ---------------
Net loss applicable to common
  stockholders                      ($ 158,167)     ($  439,105)
                                    ============  ===============
Net loss per common share -
  Basic and diluted                  ($   0.01)          ($0.04)
                                    ============  ===============
Weighted average number of
  common shares outstanding -
  Basic and diluted                 12,873,015       12,510,777
                                    ============  ===============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                        6
<PAGE>
                  GolfGear International, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                        Six  Months Ended June 30,
                                        --------------------------
                                            2000          1999
                                        ------------  ---------------
<S>                                     <C>           <C>
Cash flows from operating activities:
Net loss                                 ($  95,928)       ($439,105)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Depreciation and amortization              35,651           21,210
  Provision for bad debts                    62,829          115,000
  Common stock issued for services           46,150           17,070
       Fair value of stock options and
    warrants issued to non-employees
    for services                                             216,044
  Changes in operating assets and
    liabilities:
    (Increase) decrease in:
      Accounts receivable                  (511,768)        (359,180)
    Inventories                            (368,482)         166,515
       Prepaid expenses and other
      receivables                           (25,698)           5,176
       Deposits and other assets             10,995
    Increase (decrease) in:
      Accounts payable and
      accrued expenses                      144,754          145,484
       Accrued product warranties            10,677           (8,417)
      Accrued interest                          525            2,700
      Accrued officer's
        compensation                         19,500
                                        ------------  ---------------
Net cash used in operating
  activities                               (670,795)        (117,503)
                                        ------------  ---------------

Cash flows from investing activities:
  Purchase of property and equipment        (96,324)         (13,688)
                                        ------------  ---------------
Net cash used in investing activities       (96,324)         (13,688)
                                        ------------  ---------------
</TABLE>


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                   (continued)
                  GolfGear International, Inc. and Subsidiaries
          Consolidated Statements of Cash Flows (Unaudited) (continued)


                                        Six Months Ended June 30,
                                        -------------------------
                                          2000             1999
                                        ------------  ------------
<S>                                    <C>            <C>
Cash flows from financing activities:
  Proceeds from sale of equity
    securities, net                    $              $    50,000
  Decrease in notes payable to
    stockholders                             (2,372)        6,000
  Increase in bank credit line               36,821        18,067
Proceeds from short-term borrowings                        50,000
Net cash provided by financing
  activities                                  6,286       107,864
                                        ------------  ------------

Cash and cash equivalents:
  Net decrease                             (760,833)      (23,327)
  At beginning of period                    793,262        31,771
                                        ------------  ------------
  At end of period                     $     32,429   $     8,444
                                        ============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                        8
<PAGE>
                  GolfGear International, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                     Six Months Ended June 30, 2000 and 1999


1.  Organization  and  Basis  of  Presentation

Basis  of  Presentation  -  The  accompanying  consolidated financial statements
include  the  operations  of  GolfGear  International, Inc. and its wholly-owned
subsidiaries  (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.

Seasonality  -  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 accompanying 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, 2000, the results of operations for the three months and
six  months  ended June 30, 2000 and 1999, and the cash flows for the six months
ended June 30, 2000 and 1999.  The consolidated balance sheet as of December 31,
1999  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, 1999, as filed with the Securities
and  Exchange  Commission.


                                        9
<PAGE>
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,
2000  are not necessarily indicative of the results of operations to be expected
for  the  full  fiscal  year  ending  December  31,  2000.

Income  (Loss)  Per  Share - Basic earnings per share are calculated by dividing
net  income  (loss)  applicable  to  common shareholders by the weighted average
number  of  common  shares  outstanding during the period.  Diluted earnings per
share  reflects  the  exercise  or  conversion  of  common equivalent shares, if
dilutive.  As of  June  30,  2000,  potentially dilutive securities consisted of
outstanding stock options and warrants to acquire 1,979,905 shares and 2,537,179
shares  of  common  stock,  respectively,  as well as 2,263,480 shares of common
stock  issuable  upon  the conversion of 226,348 shares of outstanding preferred
stock.

Comprehensive  Income  - A statement of comprehensive income is not presented as
the  Company  had  no  items  of comprehensive income for the periods presented.


2.  Stockholders'  Equity

During  the  three months and six months ended June 30, 2000, the Company issued
177,500 shares of common stock for services and recognized non-cash compensation
of  $46,150.

During  the  three months and six months ended June 30, 2000, the Company issued
common  stock  and  common  stock  purchase  warrants  in  conjunction  with the
acquisition  of  the  product  lines of the Bel Air Golf Companies (see Note 3).

During  the  six months ended June 30, 1999, the Company issued 23,500 shares of
common  stock  for  services  and  recognized  non-cash  compensation expense of
$17,070.  The Company also sold 66,667 shares of common stock for $50,000 during
the  six  months  ended  June  30,  1999.


                                       10
<PAGE>
The  Company accounts for stock options and warrants granted to non-employees in
accordance with Statement of Financial Accounting Standards No. 123, "Accounting
for  Stock-Based  Compensation",  which  establishes  a  fair  value  method  of
accounting  for  stock-based compensation plans and for transactions in which an
entity  acquires  goods  or  services  in  exchange for equity instruments.  The
Company  calculates  the  fair value of the stock options and warrants issued on
the  date of grant using the Black-Scholes option pricing model, and charges the
fair  value  to  operations over the expected period of benefit.  During the six
months  ended June 30, 2000, the Company recognized $27,700 of such costs, which
were  included in goodwill and deferred interest expense in conjunction with the
acquisition  of  the  product  lines of the Bel Air Golf Companies (see Note 3).
During  the  six  months ended June 30, 1999, the Company recognized $216,044 of
such  costs,  which  were  charged  to  operations.

On  September  27,  1999,  the Company entered into an agreement for the sale of
210,526  shares  of  its  Series  A  Senior  Convertible  Preferred  Stock,  for
$2,000,000,  which  was received by the Company during October 1999.  Each share
of  Series  A Convertible Senior Convertible Preferred Stock is convertible into
10  shares  of common stock.  Accordingly, the 210,526 shares of Series A Senior
Convertible  Preferred  Stock  are  convertible  into  2,105,260  shares  of the
Company's  common  stock.  The Series A Senior Convertible Preferred Stock votes
on  an  "as  if  converted" basis and may be converted in whole or in part for a
period  of two years after which it automatically converts into common stock.  A
6%  annual  dividend  is  payable  quarterly  in  cash  or  additional shares of
preferred stock at the option of the Company.  In conjunction with the preferred
stock  financing, the Company also issued warrants to purchase 330,000 shares of
common  stock  exercisable  at  $1.00  per  share  through  October  2002.

For  the  three  months ended December 31, 1999, 2,339 shares of Series A Senior
Convertible Preferred Stock were issued as payment of dividends of $22,215.  For
the  three  months  ended  March  31,  2000,  3,232  shares  of  Series A Senior
Convertible Preferred Stock were issued as payment of dividends of $30,701.  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.

Anti-dilution provisions permit the preferred stockholder to purchase additional
shares  of  preferred  stock  so as to maintain its 14.3% equity interest in the
Company,  as  defined,  for  a period of five years.  In addition, on a one-time
only  basis,  as  a  result  of  the  acquisition of the Bel Air Golf Companies'
product  lines  (see  Note  3),  additional preferred shares were required to be
issued  to the preferred stockholder for no additional consideration in order to
maintain  the  preferred  stockholder's 14.3% equity interest in the Company, as
defined.  Accordingly,  during  1999, the Company issued 3,761 additional shares
of Series A Senior Convertible Preferred Stock to the preferred stockholder, and
as  a  result  of  the  closing of the Bel Air Golf Companies transaction during
April  2000,  the  Company  issued an additional 3,170 shares of Series A Senior
Convertible Preferred Stock to the preferred stockholder during the three months
and  six  months  ended  June  30,  2000.


                                       11
<PAGE>
3.  Acquisition  of  the  Bel  Air  Golf  Companies'  Product  Lines

On April 11, 2000 (the "Closing Date"), the Company completed the acquisition of
certain  assets of the Bel Air Golf Companies, which included the "Bel Air Golf"
and  "Players  Golf"  trade  names.  The  acquisition  consisted  primarily  of
inventory,  trade  names,  trademarks  and other intangible assets.  The Bel Air
Golf  Companies  sold  a  full  line of junior golf clubs under the Players Golf
brand,  and  Bel  Air  Golf  was  known  primarily  for  golf  club products and
accessories  that  offered  both  value  and  quality.  The Company, through its
wholly-owned  subsidiary, Bel Air-Players Group, Inc., a California corporation,
is  operating  the  product  lines acquired from the Bel Air Golf Companies as a
separate  division of the Company, and will continue to market junior golf clubs
under  the  name  Players  Golf  and  will  continue to develop and market other
products  under  the  Players  Golf  line, the Bel Air Golf line and other trade
names  acquired.

In  consideration  for  these assets, the Company assumed a liability of $50,000
(see below) and issued a total of 400,000 shares of its restricted common stock.
The  Company  also  issued  warrants  to purchase 255,000 shares of common stock
exercisable  at $1.00 per share for a period of six months from the Closing Date
and  100,000 common stock purchase warrants exercisable at $1.00 per share for a
period  of  one  year from the Closing Date.  In addition, the Company agreed to
issue  warrants exercisable for a period of three years from the Closing Date to
purchase 100,000 shares of common stock at $1.00 per share, warrants to purchase
100,000  shares  of  common  stock  at $2.00 per share, and warrants to purchase
100,000  shares of common stock at $3.00 per share, vesting only if net revenues
from  the  product  lines  acquired  from  the  Bel  Air  Golf  Companies  reach
$1,500,000, $2,000,000 and $2,500,000 in 2000, 2001 and 2002, respectively.  The
Company also issued 10% of the securities described above as a finder's fee with
respect  to  this  transaction.  The  fair  value of the common stock issued was
$62,700,  and the fair value of the vested warrants was determined to be $22,700
based on the Black-Scholes pricing model, all of which was recorded as goodwill.

The  Company issued 250,000 of the aforementioned 400,000 shares of common stock
on  November  29, 1999 as an advance, in order to be able to operate the Bel Air
Golf  Companies'  product  lines  on an interim basis prior to the Closing Date.
The  250,000  shares,  as well as the related 25,000 shares issued as a finder's
fee,  were  valued  at  $168,934  and  charged  to  inventories.


                                       12
<PAGE>
In connection with the acquisition of the Bel Air Golf Companies' product lines,
the  Company  assumed  a  $50,000  liability  by  issuing a promissory note with
interest  at  8%  per  annum commencing January 1, 2000, with quarterly interest
payments  of  $1,000  through  March  31,  2003, at which time all principal and
unpaid  accrued  interest  is  due  and payable.  The $50,000 face value of this
promissory  note  was recorded as goodwill.  The Company also issued warrants to
purchase  25,000  shares  of common stock exercisable at $1.50 per share through
March  31,  2003,  which were determined to have a fair value of $5,000 based on
the  Black-Scholes pricing model.  The fair value of these warrants was recorded
as  deferred  interest  expense,  and is being amortized over the period through
March  31,  2003.

Due  to the condition of the financial records of the Bel Air Golf Companies, it
is impracticable to present pro forma results of operations for the three months
and  six  months ended June 30, 1999, as if the Company had acquired the Bel Air
Golf  Companies'  product  lines  effective  January  1,  1999.

4.      Segment  and  Geographic  Information;  Major  Customers

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

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, 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, 1999, sales to customers in the United
States  and  the  Far  East  were $872,588 (92%) and $70,920 (8%), respectively.
During  the  six  months  ended  June 30, 1999, sales to customers in the United
States  and the Far East were $1,055,015 (77%) and $307,220 (23%), respectively.

During  the  three  months  ended  June  30, 2000, three customers accounted for
approximately 53% of total sales, and during the six months ended June 30, 2000,
four  customers  accounted  for  approximately  62%  of  total  sales.

During  the  three  months  ended  June  30,  1999,  two customers accounted for
approximately 64% of total sales, and during the six months ended June 30, 1999,
three  customers  accounted  for  approximately  66%  of  total  sales.


                                       13
<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,
2000  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, 2000 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 and accessories.  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.


                                       14
<PAGE>
The  Company  operates  in one business segment.  The Company sells primarily to
customers  in  the  United  States  and  the  Far  East.

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, 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, 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, 1999, sales to customers in the United
States  and  the  Far  East  were $872,588 (92%) and $70,920 (8%), respectively.
During  the  six  months  ended  June 30, 1999, sales to customers in the United
States  and the Far East were $1,055,015 (77%) and $307,220 (23%), respectively.

During  the  three  months  ended  June  30, 2000, three customers accounted for
approximately 53% of total sales, and during the six months ended June 30, 2000,
four  customers  accounted  for  approximately  62%  of  total  sales.

During  the  three  months  ended  June  30,  1999,  two customers accounted for
approximately 64% of total sales, and during the six months ended June 30, 1999,
three  customers  accounted  for  approximately  66%  of  total  sales.


Acquisition  of  the  Bel-Air  Golf  Companies'  Product  Lines:

On  April  11,  2000, the Company completed the acquisition of certain assets of
the Bel Air Golf Companies, which included the "Bel Air Golf" and "Players Golf"
trade  names.  The  acquisition  consisted  primarily of inventory, trade names,
trademarks  and  other  intangible assets.  The Bel Air Golf Companies offered a
full  line  of  junior golf clubs under the Players Golf brand, and Bel Air Golf
was known primarily for golf club products and accessories that offer both value
and  quality.  The Company, through its wholly-owned subsidiary, Bel Air-Players
Group,  Inc.,  a California corporation, is operating the product lines acquired
from  the Bel Air Golf Companies as a separate division of the Company, and will
continue  to  market  junior  golf  clubs  under  the name Players Golf and will
continue  to  develop and market other products under the Players Golf line, the
Bel  Air  Golf  line  and  other  trade  names  acquired.

In  consideration  for  these assets, the Company assumed a liability of $50,000
(see below) and issued a total of 400,000 shares of its restricted common stock.
The  Company  issued  warrants  to  purchase  255,000  shares  of  common  stock
exercisable  at $1.00 per share for a period of six months from the Closing Date
and warrants to purchase 100,000 shares of common stock exercisable at $1.00 per
share  for a period of one year from the Closing Date.  In addition, the Company
agreed  to  issue  warrants  exercisable  for  a  period of three years from the
Closing  Date  to  purchase  100,000  shares of common stock at $1.00 per share,
warrants  to  purchase  100,000  shares  of common stock at $2.00 per share, and
warrants  to purchase 100,000 shares of common stock at $3.00 per share, vesting
only  if  net  revenues  from  the  product lines acquired from the Bel Air Golf
Companies  reach  $1,500,000,  $2,000,000 and $2,500,000 in 2000, 2001 and 2002,
respectively.  The  Company also issued 10% of the securities described above as
a  finder's  fee with respect to this transaction.  The fair market value of the
common  stock  issued was $62,700, and the fair value of the vested warrants was
determined  to be $22,700 based on the Black-Scholes pricing model, all of which
was  recorded  as  goodwill.


                                       15
<PAGE>
The Company issued 250,000 of the 400,000 shares of common stock on November 29,
1999  as  an advance, in order to be able to operate the Bel Air Golf Companies'
product  lines  on  an  interim  basis  prior  to the Closing Date.  The 250,000
shares,  as  well  as  the  related 25,000 shares issued as a finder's fee, were
valued  at  $168,934  and  charged  to  inventories.

In connection with the acquisition of the Bel Air Golf Companies' product lines,
the  Company  assumed  a  $50,000  liability  by  issuing a promissory note with
interest  at  8%  per  annum commencing January 1, 2000, with quarterly interest
payments  of  $1,000  through  March  31,  2003, at which time all principal and
unpaid  accrued  interest  is  due  and payable.  The $50,000 face value of this
promissory  note  was recorded as goodwill.  The Company also issued warrants to
purchase  25,000  shares  of common stock exercisable at $1.50 per share through
March  31,  2003,  which were determined to have a fair value of $5,000 based on
the  Black-Scholes pricing model.  The fair value of these warrants was recorded
as  deferred  interest  expense,  and is being amortized over the period through
March  31,  2003.


Results  of  Operations:

Three  Months  Ended  June  30,  2000  and  1999  -

For  the  three  months  ended June 30, 2000, net sales increased by $491,472 or
52.1% to $1,434,980, as compared to $943,508 for the three months ended June 30,
1999,  as  a  result of increased unit sales and increasing market acceptance of
the Company's proprietary forged face insert technology products.  Approximately
27%  of  sales  for  the  three  months  ended  June 30, 2000 consisted of sales
generated  by  the  product  lines  acquired  from  the  Bel Air Golf Companies.


                                       16
<PAGE>
For the three months ended June 30, 2000, gross profit increased to $721,378, as
compared  to $424,854 for the three months ended June 30, 1999.  As a percent of
net sales, gross margin increased to 50.3% in 2000 from 45.0% in 1999, primarily
as  a  result of increasing sales of recently introduced higher-margin products.

For  the  three  months  ended  June  30,  2000,  selling and marketing expenses
increased  by  $86,470  or  69.3%  to  $211,256 (14.7% of sales), as compared to
$124,786  (13.2% of sales) for the three months ended June 30, 1999, as a result
of  increased  efforts  by  the  Company  to  promote  its  products.

For  the  three  months ended June 30, 2000, tour and pro contracts decreased by
$34,235  or  69.9%  to  $14,769 (1.0% of sales), as compared to $49,004 (5.2% of
sales) for the three months ended June 30, 1999, as a result of reduced emphasis
and  reliance  by  the Company on touring professionals to promote the Company's
products.

For  the three months ended June 30, 2000, the provision for bad debts decreased
by  $62,171  or 56.6% to $47,829 (3.3% of sales), as compared to $110,000 (11.7%
of  sales)  for  the  three months ended June 30, 1999, as a result of a dispute
with  a  customer in 1999 that resulted in an uncollectible accounts receivable.

For  the  three  months ended June 30, 2000, general and administrative expenses
increased  by  $94,674  or  42.3%  to  $318,342 (22.2% of sales), as compared to
$223,668  (23.7% of sales) for the three months ended June 30, 1999, as a result
of  the  acquisition of the Bel Air Golf Companies, the relocation in early 2000
to  a  new office and warehouse facility, and a general increase in the level of
operations.

For  the  three  months  ended  June  30,  2000,  depreciation  and amortization
increased  by  $10,270 or 95.7% to $21,002, as compared to $10,732 for the three
months  ended  June  30,  1999,  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
acquisition  of  the  Bel  Air  Golf  Companies.

As a result of the aforementioned factors, net income was $103,647 for the three
months  ended June 30, 2000, as compared to a net loss of $102,956 for the three
months  ended  June  30,  1999.


                                       17
<PAGE>
Six  Months  Ended  June  30,  2000  and  1999  -

For the six months ended June 30, 2000, net sales increased by $697,190 or 51.2%
to $2,059,425, as compared to $1,362,235 for the six months ended June 30, 1999,
as  a  result  of  increased  unit sales and increasing market acceptance of the
Company's proprietary forged face insert technology products.  Approximately 25%
of  sales for the six months ended June 30, 2000 consisted of sales generated by
the  product  lines  acquired  from  the  Bel  Air  Golf  Companies.

For the six months ended June 30, 2000, gross profit increased to $1,052,343, as
compared  to  $662,501  for the six months ended June 30, 1999.  As a percent of
net sales, gross margin increased to 51.1% in 2000 from 48.6% in 1999, primarily
as  a  result of increasing sales of recently introduced higher-margin products.

For the six months ended June 30, 2000, selling and marketing expenses increased
by  $113,114  or  40.7%  to  $391,281  (19.0% of sales), as compared to $278,167
(20.4%  of sales) for the six months ended June 30, 1999.  Despite decreasing as
a percent of sales, selling and marketing expenses increased in 2000 as compared
to  1999 on an absolute basis due to increased efforts by the Company to promote
its  products.

For  the  six  months  ended  June 30, 2000, tour and pro contracts decreased by
$117,014  or 82.4% to $25,000 (1.2% of sales), as compared to $142,014 (10.4% of
sales)  for  the six months ended June 30, 1999, as a result of reduced emphasis
and  reliance  by  the Company on touring professionals to promote the Company's
products.

For the six months ended June 30, 2000, the provision for bad debts decreased by
$52,171  or  45.4%  to $62,829 (3.1% of sales), as compared to $115,000 (8.4% of
sales)  for  the six months ended June 30, 1999, as a result of a dispute with a
customer  in  1999  that  resulted  in  an  uncollectible  accounts  receivable.

For  the  six  months  ended  June  30 2000, general and administrative expenses
increased  by  $105,346  or  20.1%  to $630,493 (30.6% of sales), as compared to
$525,147  (38.6%  of  sales)  for  the  six months ended June 30, 1999.  Despite
decreasing  as  a  percentage  of  sales,  general  and  administrative expenses
increased  in  2000  as compared to 1999 on an absolute basis as a result of the
acquisition of the Bel Air Golf Companies, the relocation in early 2000 to a new
office  and  warehouse  facility,  and  a  general  increase  in  the  level  of
operations.

For  the six months ended June 30, 2000, depreciation and amortization increased
by  $14,441 or 68.1% to $35,651, as compared to $21,210 for the six months ended
June  30,  1999,  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 acquisition of the Bel Air
Golf  Companies.


                                       18
<PAGE>
As  a  result  of  the  aforementioned factors, net loss was $95,928 for the six
months  ended  June  30, 2000, as compared to a net loss of $439,105 for the six
months  ended  June  30,  1999.


Liquidity  and  Capital  Resources  -  June  30,  2000:

Operating Activities.  The Company's operations utilized cash of $670,795 during
the  six  months  ended June 30, 2000, as compared to utilizing cash of $117,503
during  the  six  months  ended June 30, 1999.  The increase in cash utilized in
operating  activities  in  2000  as compared to 1999 of $553,292 was primarily a
result of an increase in cash utilized for accounts receivables and inventories.
During  the  six  months  ended  June  30, 2000, the Company recognized non-cash
expenses  related to the issuance of common stock, stock options and warrants of
$46,150,  as  compared  to  $233,114  for  the  six  months ended June 30, 1999.

At  June  30,  2000,  cash  and  cash  equivalents had decreased by $760,833, to
$32,429, as compared to $793,262 at December 31, 1999.  As a result, the Company
had working capital of $676,872 at June 30, 2000, as compared to working capital
of  $776,327  at  December  31,  1999, resulting in current ratios of 1.61:1 and
1.83:1  at  June  30,  2000  and  December  31,  1999,  respectively.

At  June  30,  2000,  accounts receivable had increased by $506,827 or 104.2% to
$993,041,  as  compared  to  $486,214  at  December  31,  1999,  exclusive of an
allowance  for  doubtful  accounts  of  $97,887 and $40,000 at June 30, 2000 and
December 31, 1999, respectively.  At June 30, 2000, inventories had increased by
$368,482  or  81.5%  to  $820,754, as compared to $452,272 at December 31, 1999.
Accounts  receivable  and  inventories  increased  significantly  during the six
months  ended  June  30, 2000 as a result of the acquisition of the Bel Air Golf
Companies'  product  lines  and  a  general  increase  in the Company's level of
operations,  as  well  as  the  Company  entering  its  peak  selling  season.

Investing  Activities.  During  the six months ended June 30, 2000 and 1999, net
cash used in investing activities for the purchase of property and equipment was
$96,324  and  $13,688,  respectively.

Financing  Activities.  During  the six months ended June 30, 2000 and 1999, the
Company  repaid  $28,163  and  $16,203  of  short-term borrowings, respectively.
During the six months ended June 30, 2000 and 1999, the Company borrowed $36,821
and  $18,067,  respectively,  under its bank credit line.  During the six months
ended  June  30,  1999, the Company generated $50,000 from short-term borrowings
and  $50,000  from  the  sale of common stock.  The Company did not generate any
proceeds  from  short-term borrowings or the sale of common stock during the six
months  ended  June  30,  2000.


                                       19
<PAGE>
The  Company  has  incurred  operating  losses  and  negative  cash  flows  from
operations  during  the  past  few  years,  and  has  relied  on the sale of its
securities  to  fund  its  operations since 1997.  The Company believes that the
anticipated  cash flows from operations, combined with the net proceeds from the
recent  sale  of  the  Company's  preferred  stock,  will  be  adequate  to fund
operations  for  2000.  However,  to  the  extent that the Company experiences a
substantial  increase  in  revenues  and/or  acquires  other  golf operations or
companies, the Company may seek additional debt or equity financing.  Should the
cash  flows  generated  by operating and financing activities be insufficient to
fund  the Company's future operations, the Company believes that it will be able
to  adjust  its expenditures and/or reduce its operations, as it has in previous
years,  to  a  level  consistent  with  its available working capital resources.


New  Accounting  Pronouncement:

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"),
which  is  effective  for  financial  statements  for all fiscal quarters of all
fiscal  years  beginning  after  June  15,  2000.  SFAS No. 133 standardizes the
accounting  for derivative instruments, including certain derivative instruments
embedded  in  other contracts, by requiring that an entity recognize those items
as assets or liabilities in the statement of financial position and measure them
at  fair  value.  SFAS  No.  133  also  addresses  the  accounting  for  hedging
activities.  The  Company  will adopt SFAS No. 133 for its fiscal year beginning
January 1, 2001.  The Company does not expect that adoption of SFAS No. 133 will
have  a  material impact on its financial statement presentation or disclosures.


                                       20
<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, 2000, the Company issued 177,500 shares
of  common  stock  for services and recognized non-cash compensation of $46,150.

The  Company  acquired certain assets of the Bel Air Golf Companies during April
2000.  In  consideration  for  these  assets, the Company assumed a liability of
$50,000  (see  below)  and  issued  a  total of 400,000 shares of its restricted
common  stock.  The  Company  also issued warrants to purchase 255,000 shares of
common  stock exercisable at $1.00 per share for a period of six months from the
Closing Date and warrants to purchase 100,000 shares of common stock exercisable
at $1.00 per share for a period of one year from the Closing Date.  In addition,
the  Company  agreed  to  issue warrants exercisable for a period of three years
from  the  Closing  Date to purchase 100,000 shares of common stock at $1.00 per
share,  warrants  to purchase 100,000 shares of common stock at $2.00 per share,
and  warrants  to  purchase  100,000  shares of common stock at $3.00 per share,
vesting  only  if  net revenues from the product lines acquired from the Bel Air
Golf  Companies  reach  $1,500,000,  $2,000,000 and $2,500,000 in 2000, 2001 and
2002,  respectively.  The  Company  also  issued 10% of the securities described
above as a finder's fee with respect to this transaction.  The fair value of the
common  stock  issued was $62,700, and the fair value of the vested warrants was
determined  to be $22,700 based on the Black-Scholes pricing model, all of which
was  recorded  as  goodwill.


                                       21
<PAGE>
The  Company issued 250,000 of the aforementioned 400,000 shares of common stock
on  November  29, 1999 as an advance, in order to be able to operate the Bel Air
Golf  Companies'  product  lines  on an interim basis prior to the Closing Date.
The  250,000  shares,  as well as the related 25,000 shares issued as a finder's
fee,  were  valued  at  $168,934  and  charged  to  inventories.

In connection with the acquisition of the Bel Air Golf Companies' product lines,
the  Company  assumed  a  $50,000  liability  by  issuing a promissory note with
interest  at  8%  per  annum commencing January 1, 2000, with quarterly interest
payments  of  $1,000  through  March  31,  2003, at which time all principal and
unpaid  accrued  interest  is  due  and payable.  The $50,000 face value of this
promissory  note  was recorded as goodwill.  The Company also issued warrants to
purchase  25,000  shares  of common stock exercisable at $1.50 per share through
March  31,  2003,  which were determined to have a fair value of $5,000 based on
the  Black-Scholes pricing model.  The fair value of these warrants was recorded
as  deferred  interest  expense,  and is being amortized over the period through
March  31,  2003.

As  a  result  of  the  closing of the Bel Air Golf Companies transaction during
April  2000,  the  Company  issued an additional 3,170 shares of Series A Senior
Convertible  Preferred  Stock  to  the preferred stockholder pursuant to certain
anti-dilution  provisions  during the three months and six months ended June 30,
2000.

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.

The  shares  of  common  stock, preferred stock, stock options and warrants 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
recipients.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits:

        27     Financial  Data  Schedule  (electronic  filing  only)

(b)     Reports  on  Form  8-K:

        Three  Months  Ended  June  30,  2000  -

        A Current Report on Form 8-K dated April 11, 2000 was filed on April 25,
        2000  to  report  the  acquisition  of  the  product  lines  of the Bel
        Air Golf Companies, and was subsequently amended on June 6, 2000.


                                       22
<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)




Date:  August  10,  2000            By:  /s/  DONALD  A.  ANDERSON
                                         -------------------------
                                              Donald  A.  Anderson
                                              President
                                             (Duly Authorized  Officer)



Date:  August  10,  2000            By:  /s/  ROBERT  N.  WEINGARTEN
                                         -------------------------
                                              Robert  N.  Weingarten
                                              Chief  Financial  Officer
                                             (Principal  Financial Officer)


                                       23
<PAGE>