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 March 31, 2002

[ ]  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 April 30, 2002, the Company had 32,989,454 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 - March 31, 2002 (Unaudited) and
              December 31, 2001

               Consolidated Statements of Operations (Unaudited) - Three Months
              Ended March 31, 2002 and 2001

               Consolidated Statements of Cash Flows (Unaudited) - Three Months
              Ended March 31, 2002 and 2001

               Notes to Consolidated Financial Statements (Unaudited) - Three
              Months Ended March 31, 2002 and 2001


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


PART II.  OTHER INFORMATION

     Item 1 - Legal proceedings

     Item 2 - Recent sales of unregistered securitites

     Item 6 - Exhibits on form 8-K


SIGNATURES


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

                                  March 31,    December 31,
                                     2002          2001
                                 ------------  -------------
                                 (Unaudited)
<S>                              <C>           <C>
ASSETS

Current assets:
  Cash                           $      4,644  $     120,135
  Accounts receivable, net of
    allowance for doubtful
    accounts of $79,904 and
    $78,337 at March 31, 2002
    and December 31, 2001,
    respectively                      224,236        335,755
  Inventories                         598,251        691,265
  Prepaid expenses                     26,925         22,450
                                 ------------  -------------
Total current assets                  854,056      1,169,605
                                 ------------  -------------
Property and equipment, net
  of accumulated depreciation          95,067        128,754
                                 ------------  -------------
Other assets:
  Patents and trademarks, net
    of accumulated amortization        78,875         83,922

  Deposits                             12,400         12,400
                                 ------------  -------------
                                       91,275         96,322
                                 ------------  -------------
Total assets                     $  1,040,398  $   1,394,681
                                 ============  =============
</TABLE>
                                  (continued)


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


                                        March 31,     December 31,
                                           2002           2001
                                       ------------  --------------
                                       (Unaudited)

LIABILITIES AND STOCKHOLDERS' DEFICIT
<S>                                    <C>           <C>
Current liabilities:
  Accounts payable and accrued
    expenses                           $ 1,001,512   $   1,127,427
  Income tax payable                        12,000           8,000
  Accrued product warranties               106,373         101,593
  Accrued interest payable                  12,019           8,438
  Accrued officers' compensation           108,780          90,961
  Bank credit line payable                  54,085          57,100
  Notes payable to stockholders             97,166          97,166
  Notes payable, current portion           103,848          69,091
                                       ------------  --------------
Total current liabilities                1,495,783       1,559,776
                                       ------------  --------------
Non-current liabilities:
  Note payable                                 ---          50,000
                                       ------------  --------------

Stockholders' deficit:
  Common stock, $0.001 par value;
    Authorized - 50,000,000 shares
    Issued and outstanding -
    17,894,454 and 17,989,454 shares
    at March 31, 2002 and
    December 31, 2001 respectively          17,894          17,989
  Additional paid-in capital             8,901,368       8,901,273
  Accumulated deficit                   (9,374,647)     (9,134,357)
                                       ------------  --------------
Total stockholders' deficit               (455,385)       (215,095)
                                       ------------  --------------
Total liabilities and
  stockholders' deficit                $ 1,040,398   $   1,394,681
                                       ============  ==============
</TABLE>

          See accompanying notes to consolidated financial statements.


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


                                                  Three Months Ended
                                                        March 31,
                                               --------------------------
                                                   2002          2001
                                               ------------  ------------
<S>                                            <C>           <C>

Sales                                          $   377,780   $   571,046

Cost of goods sold                                 216,263       351,128
                                               ------------  ------------
Gross profit                                       161,517       219,918
                                               ------------  ------------

Expenses:
  Selling and marketing                            113,339        84,613
  Tour and pro contracts                             8,871        29,908
  Provision for bad debts                           11,333         1,934
  General and administrative                       221,902       238,735
  Depreciation and amortization                     13,410        24,210
                                               ------------  ------------
Total expenses                                     368,855       379,400
                                               ------------  ------------
Net loss from operations                          (207,338)     (159,482)

Other income (expense):
  Interest income                                      ---           406
  Interest expense                                  (6,183)       (7,244)
  Loss on disposal of asset                        (26,769)          ---
                                               ------------  ------------
Net loss                                       $  (240,290)  $  (166,320)
                                               ============  ============

Net loss applicable to common
  stockholders:
  Net loss                                     $  (240,290)  $  (166,320)
  Less dividends on Series A
    Senior Convertible
    Preferred Stock                                    ---       (32,780)
                                               ------------  ------------
Net loss applicable to common
  stockholders                                 $  (240,290)  $  (199,100)
                                               ============  ============
Net loss per common share -
  Basic and diluted                            $     (0.01)  $     (0.01)
                                               ============  ============
Weighted average number of
  common shares outstanding -
  basic and diluted                             17,894,454    15,273,598
                                               ============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.


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


                                                 Three Months Ended
                                                       March 31,
                                               ------------------------
                                                  2002         2001
                                               -----------  -----------
<S>                                            <C>          <C>
Cash flows from operating activities:
  Net loss                                     $ (240,290)  $ (166,320)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
    Depreciation and amortization                  13,410       24,210
    Provision for bad debts                        11,333        1,934
    Fair value of stock options and
      warrants issued to non-employees                ---       21,450
    Loss on disposal of assets                     26,769          ---
  Changes in operating assets and
    liabilities:
     (Increase) decrease in:
      Accounts receivable                         100,186     (138,727)
      Inventories                                  93,014       51,071
      Prepaid expenses                             (4,475)      34,125
      Deposits                                        ---      (22,541)
     Increase (decrease) in:
      Accounts payable and
       accrued expenses                          (121,916)     150,833
      Accrued product warranties                    4,780        5,052
      Accrued interest payable                      3,581        5,743
      Accrued officer's compensation               17,819        6,838
                                               -----------  -----------
Net cash used in operating activities             (95,789)     (26,332)
                                               -----------  -----------
Cash flows from investing activities:
  Purchase of property and equipment               (1,444)      (1,960)
                                               -----------  -----------
Net cash used in investing activities              (1,444)      (1,960)
                                               -----------  -----------
</TABLE>
                                  (continued)


                                        6
<PAGE>
<TABLE>
<CAPTION>
                  GolfGear International, Inc. and Subsidiaries
          Consolidated Statements of Cash Flows (Unaudited) (continued)


                                            Three Months Ended
                                                 March 31,
                                          ------------------------
                                             2002         2001
                                          -----------  -----------
<S>                                       <C>          <C>
Cash flows from financing activities:
  Increase (decrease) in notes
    payable to stockholders               $      ---   $   20,666
  Decrease in bank credit line                (3,015)      (1,182)
  Proceeds from short-term borrowings            ---       40,000
    Repayments of short-term borrowings      (15,243)         ---
                                          -----------  -----------
Net cash provided by (used in)
  financing activities                       (18,258)      59,484
                                          -----------  -----------

Cash
  Net increase (decrease)                   (115,491)      31,192
  At beginning of period                     120,135       39,754
                                          -----------  -----------
  At end of period                        $    4,644   $   70,946
                                          ===========  ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        7
<PAGE>
                  GolfGear International, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                   Three Months Ended March 31, 2002 and 2001


1.   Basis of Presentation

The accompanying consolidated financial statements have been prepared
by GolfGear International, Inc. and subsidiaries (collectively, "GolfGear" or
the "Company") pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC")for interim financial reporting. These
consolidated financial statements are unaudited and, in the opinion of
management, include all adjustments (consisting of normal recurring adjustments
and accruals) necessary for a fair presentation of the balance sheets, operating
results, and cash flows for the periods presented. Operating results for the
three months ended March 31, 2002 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 2002. Certain
financial information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been omitted in accordance with the rules and
regulations of the SEC. These consolidated financial statements should be read
in conjunction with the audited consolidated financial statements, and
accompanying notes, included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001. The consolidated balance sheet at December
31, 2001 has been derived from the audited consolidated financial statements at
that date.

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.

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



                                        8
<PAGE>
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.

Going concern - The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business.  The carrying amounts of assets and liabilities presented in
the consolidated financial statements do not purport to represent the realizable
or settlement values.  The Company has suffered recurring operating losses and
requires additional financing to continue operations.  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 possibly
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 2002, 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, and
has entered into a subscription agreement to raise from $2,000,000 to $4,000,000
of new capital, but there can be no assurances that the Company will be
successful in this regard.  To the extent that the Company is unable to secure
the capital necessary to fund its future cash requirements on a timely basis
and/or under acceptable terms and conditions, the Company may 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

Principles of Consolidation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, GGI, Inc., GearFit
Golf Company, Pacific Golf Holdings, Inc., Bel Air - Players Group, Inc. and
Leading Edge Acquisition, Inc.  All significant intercompany transactions and
balances have been eliminated in consolidation.

Loss Per Share - Basic earnings per share are calculated by dividing net loss
applicable to common shareholders by the weighted average number of common
shares outstanding during the period.  Diluted earnings per share reflects the
potential dilution that would occur if stock options and warrants were
exercised.  These potentially dilutive securities were anti-dilutive for all
periods presented, and accordingly, basic and diluted earnings per share are the
same for all periods presented.  As of March 31, 2002, potentially dilutive
securities consisted of outstanding stock options and warrants to acquire
2,711,601 shares and 1,281,064 shares of common stock, respectively.

2.   Stockholders' Equity

For the three months ended March 31, 2001, 3,451 shares of Series A Senior
Convertible Preferred Stock were issued as payment of dividends of $31,539.


                                        9
<PAGE>
During 2001 the shares of preferred stock were converted to 2,450,030 shares of
the Company's common stock equal to 14.3% of the post-converted outstanding
common stock of the Company.

During the three months ended March 31, 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.

3.   Segment and Geographic Information; Major Customers

The Company operates in one business segment.  The Company sells to customers in
the United States, the Far East and Europe. During the three months ended March
31, 2002, sales to customers in the United States, the Far East and Europe were
$303,024 (80%), $56,032 (15%) and $18,724 (5%), respectively.  During the three
months ended March 31, 2001, sales to customers in the United States, the Far
East and Europe were $318,903 (56%), $243,915 (43%), and $8,228
(1%)respectively.

During the three months ended March 31, 2002, three customers accounted for 45%
of total sales.  During the three months ended March 31, 2001, one customer
accounted for approximately 43% of total sales.


4.   INVENTORIES

At March 31, 2002 and December 31, 2001, inventories consist of the following:



                                          2002        2001
                                      -----------  -----------
         Components parts             $   384,378  $  482,024

         Finished goods                   259,537     254,905
                                      -----------  -----------
                                          643,915     736,929

         Reserve for obsolescence         (45,664)    (45,664)
                                      -----------  -----------
                                      $   598,251  $  691,265
                                      ===========  ===========

5.   LEGAL PROCEEDINGS

On November 17, 2001, MC Corporation, a Japanese corporation, filed an action
against the Company in the United States District Court, Central District of
California.  MC Corporation had purchased 210,526 shares of Series A Senior
Convertible Preferred Stock in October 1999 for $2,000,000, which automatically


                                       10
<PAGE>
converted into 2,450,300 shares of common stock in October 2001 (including
preferred shares received as dividends and pursuant to an anti-dilution
provision).  MC Corporation contends that it is entitled to approximately
8,500,000 additional shares of common stock based on its interpretation of the
reset provision contained in MC Corporation's 1999 stock subscription agreement.
The Company disputes MC Corporation's assertion, and is vigorously defending
this matter.  The Company believes the reset provision in the stock subscription
agreement does not apply in the manner that MC Corporation is contending.  In
addition, the Company has filed a cross-complaint against MC Corporation for
reformation of the subscription agreement to conform it to the mutual
understanding of the parties at the time it was executed.

MC Corporation has also been the exclusive distributor of the Company's products
in Japan since September 1999.  Effective March 5, 2002, the Company terminated
its distribution agreement with MC Corporation as a result of MC Corporation's
failure to comply with the terms of the distribution agreement. The Company is
in the process of amending its cross-complaint against MC Corporation to allege
that MC Corporation breached its distribution agreement with the Company in
that, among other things, it failed to purchase a minimum of $750,000 of product
from the Company in 2001.  The Company will seek appropriate damages from MC
Corporation in the action.

6    Subsequent event

On April 8, 2002, the Company entered into a stock purchase agreement (the
"Agreement") with Wyngate Limited, a Jersey Limited Company ("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.  Of the purchase
price, $200,025 was paid upon execution of the Agreement and 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 balance is due and
payable October 8, 2003.  The promissory note is secured pursuant to a stock
pledge agreement which pledges 12,333,000 shares of the common stock, which
shall be held by the Company as security for payment of the promissory note.

Funds from this transaction will be used for working capital, sales and
marketing, tour promotion, inventory purchases, accounts payable, patent
development and general operating expenses.


                                       11
<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 March 31,
2002 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 March 31, 2002 involve
known and unknown risks, uncertainties and other factors that could cause the
actual results, performance or achievements of the Company to differ materially
from those expressed in or implied by the forward-looking statements contained
herein.

Overview:

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

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

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

The consolidated financial statements include the accounts of the Company and
its direct and indirect wholly-owned subsidiaries, GGI, Inc., Gear Fit Golf
Company, Pacific Golf Holdings, Inc., Bel Air-Players Group, Inc. and Leading
Edge Acquisition, Inc.  All significant inter-company transactions and balances
have been eliminated in consolidation.

Going Concern:

The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.


                                       12
<PAGE>
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.  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 possibly
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 2002, 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, and
has entered into a subscription agreement to raise from $2,000,000 to $4,000,000
of new capital, but there can be no assurances that the Company will be
successful in this regard.  To the extent that the Company is unable to secure
the capital necessary to fund its future cash requirements on a timely basis
and/or under acceptable terms and conditions, the Company may 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

Three Months ended March 31, 2002 and 2001 -

Net sales decreased to $377,780 in 2002 from $571,046 in 2001, a decrease of
$193,266 or 33.8%.  Net sales decreased in 2002 as compared to 2001 as a result
of the lack of any sales to the Company's distributor for Japan. In 2001 the
Company sold $243,915 in Japan whereas the Company was able to increase sales
domestically and in China. In order to attempt to increase sales the Company
will require additional capital to fund increased sales and marketing
activities, as well as increased inventory levels.

Gross profit decreased to $161,517 in 2002 from $219,918 in 2001, but increased
as a percentage of net sales to 42.7% in 2002 from 38.5% in 2001.  The decrease
in gross profit in 2002 as compared to 2001 was due to decreased sales whereas
the overall increase in the margin was due to the product mix that was sold
during the period.

Selling and marketing expenses increased to $113,339 in 2002 (30.0% of sales)
from $84,613 in 2001 (14.8% of sales), an increase of $28,726 or 33.9%. Selling
and marketing expenses increased in 2002 as compared to 2001 as a result of the
Company's continued efforts to increase sales in 2002.

Tour and pro contract expenses decreased to $8,871 in 2002 (2.3% of sales) from
$29,908 in 2001 (5.2% of sales), a decrease of $21,037 or 70.3%.  Tour and pro
contract expenses decreased in 2002 as compared to 2001 as previous obligations
have expired and have not been renewed.

General and administrative expenses decreased to $221,902 in 2002 (58.7% of
sales) from $238,735 in 2001 (41.8% of sales), a decrease of $16,833 (7.1%) but
an overall increase as a percent of sales by 16.9%.  The $16,833 decrease in


                                       13
<PAGE>
general and administrative expenses are due to managements continued efforts to
reduce overhead whereas the increase as a percent of sales is due to the decline
in sales.

Depreciation and amortization decreased to $13,410 in 2002 from $24,210 in 2001,
a decrease of $10,800 or 44.6%.  The decrease is a result of the write off of
Goodwill and certain other tangible assets at December 31, 2001.

Interest expense decreased to $6,183 in 2002 from $7,244 in 2001, a decrease of
$1,061 or 14.6%.  Interest expense decreased in 2002 as compared to 2001 as a
result of repayment of loans to non-related parties.

Bad debt expense increased to $11,333 in 2002 from $1,934 in 2001, an increase
of $9,399.  The allowance is being calculated at 3% of sales.

Net loss was $240,290 for the three months ended March 31, 2002, as compared to
a net loss of $166,320 for the three months ended March 31, 2001.  An increase
of $73,790 or 44.5%.  This increase was result of the decrease in sales and the
net disposal of $26,769 in fixed assets as a resulting from the Company's move
to a new facility.

Net Loss Applicable to Common Stockholders.  During the three months ended March
31, 2001, the Company recorded preferred stock dividends of $32,780, which were
reflected as a return to the preferred stockholder and as an increase in the
loss to common stockholders.

Liquidity and Capital Resources - March 31, 2002:

The Company has financed its working capital requirements during the past few
years principally from the private placement of its securities. Such funds have
periodically been supplemented with short-term borrowings under the Company's
bank line of credit and other private sources.  The bank line of credit is
unsecured, has a maximum borrowing level of $70,000, and is personally
guaranteed by the President of the Company.

Operating Activities.  The Company's operations utilized cash of $95,789 during
the three months ended March 31, 2002, as compared to utilizing cash of $26,332
during the three months ended March 31, 2001.  The increase in cash utilized in
operating activities in 2002 as compared to 2001 was primarily a result of an
increase in cash utilized for accounts receivables, accounts payable and
inventories.  At March 31, 2002, cash had decreased by $115,491, to $4,644, as
compared to $120,135 at December 31, 2001.  The Company had working capital
deficit of $641,727 at March 31, 2002, as compared to working capital deficit of
$390,171 at December 31, 2001, reflecting current ratios of 0.57:1 and 0.75:1 at
March 31, 2002 and December 31, 2001, respectively.

Investing Activities.  During the three months ended March 31, 2002 and 2001,
net cash used in investing activities for the purchase of property and equipment
was $1,444 and $1,960, respectively.

Financing Activities.  During the three months ended March 31, 2002, the Company
reclassed $8,500 under short-term notes from certain of its shareholders.
During the three months ended March 31, 2001, the Company borrowed $20,666 of


                                       14
<PAGE>
short-term notes to its shareholders.  During the three months ended March 31,
2002 and 2001, the Company reduced its bank line of credit by $3,015 and $1,182,
respectively.  During the three months ended March 31, 2001, the Company
borrowed $40,000 under a short-term note from a related party.  During the three
months ended March 31, 2002, the Company repaid $15,243 of short-term notes to
unrelated parties.

On April 8, 2002, the Company entered into a stock purchase agreement (the
"Agreement") with Wyngate Limited, a Jersey Limited Company ("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.  Of the purchase
price, $200,025 was paid upon execution of the Agreement and 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 balance is due and
payable October 8, 2003.  The promissory note is secured pursuant to a stock
pledge agreement which pledges 12,333,000 shares of the common stock, which
shall be held by the Company as security for payment of the promissory note.

Funds from this transaction will be used for working capital, sales and
marketing, tour promotion, inventory purchases, accounts payable, patent
development and general operating expenses.

New Accounting Pronouncements:

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which is effective January 1, 2002.  SFAS No. 142 requires, among other
things, the discontinuance of goodwill amortization.  In addition, SFAS No. 142
includes provisions for the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of the existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption.  The Company is reviewing SFAS No. 142 to
determine what effect, if any, it will have on its financial statement
presentation or disclosures.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations".  SFAS No. 143 addresses the diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  The Company will be required to adopt SFAS
No. 143 effective January 1, 2003.  The Company is reviewing SFAS No. 143 to
determine what effect, if any, it will have on its financial statement
presentation or disclosures.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 1, 2002.  SFAS No.
144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of", and a portion of APB Opinion No.
30, "Reporting the Results of Operations".  SFAS No. 144 provides a single


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accounting model for long-lived assets to be disposed of and significantly
changes the criteria that would have to be met to classify an asset as
held-for-sale.  Classification as held-for-sale is an important distinction
since such assets are not depreciated and are stated at the lower of fair value
or carrying amount.  SFAS No. 144 also requires expected future operating losses
from discontinued operations to be displayed in the period(s) in which the
losses are incurred, rather than as of the measurement date as presently
required.  The Company does not anticipate that the adoption of SFAS No. 144
will have a material effect on the Company's financial statement presentation or
disclosures.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

On November 17, 2001, MC Corporation, a Japanese corporation, filed an action
against the Company in the United States District Court, Central District of
California.  MC Corporation had purchased 210,526 shares of Series A Senior
Convertible Preferred Stock in October 1999 for $2,000,000, which automatically
converted into 2,450,300 shares of common stock in October 2001 (including
preferred shares received as dividends and pursuant to an anti-dilution
provision).  MC Corporation contends that it is entitled to approximately
8,500,000 additional shares of common stock based on its interpretation of the
reset provision contained in MC Corporation's 1999 stock subscription agreement.
The Company disputes MC Corporation's assertion, and is vigorously defending
this matter.  The Company believes the reset provision in the stock subscription
agreement does not apply in the manner that MC Corporation is contending.  In
addition, the Company has filed a cross-complaint against MC Corporation for
reformation of the subscription agreement to conform it to the mutual
understanding of the parties at the time it was executed.

MC Corporation has also been the exclusive distributor of the Company's products
in Japan since September 1999.  Effective March 5, 2002, the Company terminated
its distribution agreement with MC Corporation as a result of MC Corporation's
failure to comply with the terms of the distribution agreement. The Company is
in the process of amending its cross-complaint against MC Corporation to allege
that MC Corporation breached its distribution agreement with the Company in
that, among other things, it failed to purchase a minimum of $750,000 of product
from the Company in 2001.  The Company will seek appropriate damages from MC
Corporation in the action.



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Recent sales of unregistered securities

During the three months ended March 31, 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. During the three months ended March
31, 2002, the Company did not issue any stock options or warrants to purchase
common stock.


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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits: None

     (b)  Reports on Form 8-K - Three Months Ended March 31, 2002:

          April 08, 2002 - GolfGear International, Inc. (the "Company") entered
          into a stock purchase agreement (the "Agreement") with Wyngate
          Limited, a Jersey Limited Company ("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.


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                                 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: May 14, 2002              By:  /s/ DONALD A. ANDERSON
                                   -------------------------------
                                     Donald A. Anderson
                                     President
                                     (Duly Authorized Officer)



Date: May 14, 2002              By:   /s/ DANIEL C. WRIGHT
                                   -------------------------------
                                     DANIEL C. WRIGHT
                                     Chief Financial Officer
                                     (Principal Financial Officer)


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