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

                                   FORM 10-QSB

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

        For  the  Quarterly  Period  Ended  September 30, 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  issuer  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 October 31, 2000, the Company had 13,378,848 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  -
              September  30,  2000 (Unaudited) and  December  31,  1999

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

              Notes  to  Consolidated  Financial  Statements
              (Unaudited)  -  Three  Months  and  Nine  Months
              Ended  September  30,  2000  and  1999

              Management's  Discussion  and  Analysis  or  Plan
              of  Operation

     Item 2.      OTHER  INFORMATION

PART  II.

     Item 2.  Changes  in  Securities  and  Use  of  Proceeds

     Item 6.  Exhibits  and  Reports  on  Form  8-K

SIGNATURES


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


                                      September 30,    December 31,
                                          2000             1999
                                     ---------------  --------------
                                       (Unaudited)
ASSETS

Current assets:
  Cash and cash equivalents          $       41,844   $     793,262
  Accounts receivable, net of
    allowance for doubtful
    accounts of $90,937 and
    $40,000 at September 30, 2000
    and December 31, 1999,
    respectively                            522,463         446,214
  Inventories
    Component parts                         508,499         296,847
    Finished goods                          478,043         155,425
  Prepaid expenses and
    other assets                             24,977          20,610
                                     ---------------  --------------
Total current assets                      1,575,826       1,712,358
                                     ---------------  --------------
Property and equipment                      473,396         381,595
Less accumulated depreciation
  and amortization                         (284,748)       (259,549)
                                     ---------------  --------------
                                            188,648         122,046
                                     ---------------  --------------
Other assets:
  Patents and trademarks, net of
    accumulated amortization of
    $125,574 and $107,114 at
    September 30, 2000 and December
    31, 1999, respectively                  138,044         156,504
  Goodwill, net of accumulated
    amortization of $14,638 at
    September 30, 2000                      205,212               -
  Deposits and other assets                  17,113          23,025
                                     ---------------  --------------
                                            360,369         179,529
                                     ---------------  --------------
Total assets                         $    2,124,843   $   2,013,933
                                     ===============  ==============

                                   (continued)


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


                                        September 30,    December 31,
                                            2000             1999
                                       ---------------  --------------
                                         (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Bank credit line payable             $       51,127   $      16,020
  Notes payable to stockholders                22,130          35,434
  Notes payable - current portion              34,468          70,631
  Accounts payable and accrued
    Liabilities                               916,475         641,498
  Accrued product warranties                   82,616          36,000
  Accrued interest                             11,579          12,448
  Accrued officer's compensation              153,250         124,000
                                       ---------------  --------------
Total current liabilities                   1,271,645         936,031
                                       ---------------  --------------
Non-current liabilities:
  Note payable                                 50,000               -
                                       ---------------  --------------
Total liabilities                           1,321,645         936,031
                                       ---------------  --------------
Stockholders' equity:
  Preferred stock, $.001 par value;
    Authorized - 10,000,000 shares
    Series A Senior Convertible
    Preferred Stock:
    Issued and outstanding -
    229,762 shares and 216,626
    shares at September 30, 2000 and
    December 31, 1999, respectively
    (stated value - $9.50 per share)              230             217
  Common stock, $.001 par value;
    Authorized - 50,000,000 shares
    Issued and outstanding -
    13,358,848 shares and 12,816,348
    shares at September 30, 2000 and
    December 31, 1999, respectively            13,359          12,816
  Additional paid-in capital                8,279,459       7,981,695
  Accumulated deficit                      (7,489,850)     (6,916,826)
                                       ---------------  --------------
Total stockholders' equity                    803,198       1,077,902
                                       ---------------  --------------
Total liabilities and
  stockholders' equity                 $    2,124,843   $   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
                                               September 30,
                                        --------------------------
                                            2000          1999
                                        ------------  ------------

Sales                                   $   573,702   $   509,524
Cost of goods sold                          376,264       292,614
                                        ------------  ------------
Gross profit                                197,438       216,910
Operating expenses:
  Selling and marketing                     139,825       138,717
  Tour and pro contracts                     15,369        15,834
  Provision for bad debts                     7,341       122,778
  General and administrative                375,075       283,553
  Depreciation and amortization              29,990        10,816
                                        ------------  ------------
Total expenses                              567,600       571,698
                                        ------------  ------------
Net loss from operations                   (370,162)     (354,788)
Other income (expense):
  Interest income                               447             -
  Interest expense                           (5,274)      (17,677)
  Loss on disposition of assets              (7,439)            -
                                        ------------  ------------
Net loss                                  ($382,428)    ($372,465)
                                        ============  ============
Net loss applicable to
  common stockholders:
  Net loss                                ($382,428)    ($372,465)
  Less dividends on Series A
    Senior Convertible Preferred Stock      (32,431)            -
                                        ------------  ------------
Net loss applicable to
  common stockholders                     ($414,859)    ($372,465)
                                        ============  ============
Net loss per common share -
  Basic and diluted                          ($0.03)       ($0.03)
                                        ============  ============
Weighted average number of
  common shares outstanding -
  Basic and Diluted                      13,225,515    12,587,194
                                        ============  ============

          See accompanying notes to consolidated financial statements.


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


                                            Nine Months Ended
                                              September 30,
                                        --------------------------
                                            2000          1999
                                        ------------  ------------

Sales                                   $ 2,633,127   $ 1,872,458
Cost of goods sold                        1,383,346       992,348
                                        ------------  ------------
Gross profit                              1,249,781       880,110
Operating expenses:
  Selling and marketing                     531,105       408,578
  Tour and pro contracts                     40,369       165,721
  Provision for bad debts                    70,170       237,778
  General and administrative              1,005,567       808,350
  Depreciation and amortization              65,641        32,026
                                        ------------  ------------
Total expenses                            1,712,852     1,652,453
                                        ------------  ------------
Net loss from operations                   (463,071)     (772,343)
Other income (expense):
  Interest income                             7,518             -
  Interest expense                          (15,362)      (37,746)
  Loss on disposition of assets              (7,439)            -
                                        ------------  ------------
Net loss                                  ($478,354)    ($810,089)
                                        ============  ============
Net loss applicable to
  common stockholders:
  Net loss                                ($478,354)    ($810,089)
  Less dividends on Series A
    Senior Convertible Preferred Stock
                                            (94,670)            -
                                        ------------  ------------
Net loss applicable to
  common stockholders                     ($573,024)    ($810,089)
                                        ============  ============
Net loss per common share -
  Basic and diluted                          ($0.04)       ($0.06)
                                        ============  ============
Weighted average number of
  common shares outstanding -
  Basic and Diluted                      12,990,515    12,536,249
                                        ============  ============

          See accompanying notes to consolidated financial statements.


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


                                           Nine Months Ended
                                             September 30,
                                        ----------------------
                                           2000        1999
                                        ----------  ----------

Cash flows from operating activities:
  Net loss                              ($478,354)  ($810,089)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
    Depreciation and amortization          65,641      32,025
    Provision for bad debts                70,170     237,778
    Loss on disposition of assets           7,439           -
    Common stock issued for services       46,151      18,970
    Fair value of stock options and
      warrants issued to non-employees
      for services                          7,150     246,593
    Changes in operating assets and
      liabilities:
      (Increase) decrease in:
        Accounts receivable              (146,419)   (223,631)
        Inventories                      (534,270)    101,730
        Prepaid expenses and other
          receivables                      (4,367)     (1,850)
        Deposits and other assets          11,412           -
      Increase (decrease) in:
        Accounts payable and
          accrued liabilities             274,977     335,047
        Accrued product warranties         21,616     (15,421)
        Accrued interest                     (869)      7,736
        Accrued officer's compensation     29,250           -
                                        ----------  ----------
Net cash used in operating activities    (630,473)    (71,112)
                                        ----------  ----------
Cash flows from investing activities:
  Addition to patents and trademark             -        (350)
  Purchase of property and equipment     (106,585)     (5,575)
                                        ----------  ----------
Net cash used in investing activities    (106,585)     (5,925)
                                        ----------  ----------

                                   (continued)


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


                                         Nine Months Ended
                                           September 30,
                                       ---------------------
                                          2000       1999
                                       ----------  ---------

Cash flows from financing activities:
  Proceeds from sale of equity
    securities, net                    $       -   $ 50,000
  Payments on notes payable to
    stockholders                         (13,304)    (1,500)
  Borrowing from bank credit line         35,107     20,962
  Proceeds from short-term borrowings          -     50,000
  Repayment on short-term borrowings     (36,163)   (30,903)
                                       ----------  ---------
Net cash (used in) provided by
  financing activities                   (14,360)    88,559
                                       ----------  ---------
Cash and cash equivalents:
  Net (decrease) increase               (751,418)    11,522
  At beginning of period                 793,262     31,771
                                       ----------  ---------
  At end of period                     $  41,844   $  3,293
                                       ==========  =========

          See accompanying notes to consolidated financial statements.


                                        8
<PAGE>
                  GolfGear International, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
         Three Months and Nine Months Ended September 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  interim  consolidated  financial  statements are
unaudited,  but  in  the  opinion  of  management  of  the  Company, contain all
adjustments,  which  include  normal recurring adjustments, necessary to present
fairly  the  financial position at September 30, 2000, the results of operations
for  the three months and nine months ended September 30, 2000 and 1999, and the
cash  flows  for  the  nine  months  ended  September  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 with respect to interim
financial  statements,  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.

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.


                                        9
<PAGE>
The  results  of operations for the three months and nine months ended September
30,  2000  are  not  necessarily  indicative  of the results of operations to be
expected  for  the  full  fiscal  year  ending  December  31,  2000.

Earnings Per Share - Basic earnings per share is 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 upon the exercise or conversion of common
equivalent  shares.  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 September 30, 2000, potentially dilutive
securities  consisted of outstanding preferred stock, stock options and warrants
representing  2,297,620  shares, 1,979,905 shares and 3,077,179 shares of common
stock,  respectively.


2.  Stockholders'  Equity

During  the  nine  months  ended  September 30, 2000, the Company issued 177,500
shares  of  common  stock  for  services and recognized non-cash compensation of
$46,151.  During  the three months ended September 30, 2000, the Company did not
issue  any common  stock  for  services.

During nine months ended September 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) and Leading Edge, LLC
(see  Note  4).

The  Company  issued  28,500 shares of common stock for services during the nine
months  ended September 30, 1999 and recognized non-cash compensation expense of
$18,970.  The Company also sold 66,667 shares of common stock for $50,000 during
the  nine  months  ended  September  30,  1999.

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 nine
months  ended  September 30, 2000, the Company recognized $50,250 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  nine  months  ended  September  30,  1999,  the  Company
recognized  $246,593  of  such  costs,  which  were  charged  to  operations.


                                       10
<PAGE>
On  September  27,  1999,  the  Company  entered  into  an  agreement  with M.C.
Corporation  of  Tokyo,  Japan  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.  The reset provision contained in the original
agreement  expired during the year 2000, one year after the original issuance of
the  preferred  stock.

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.  For
the  three  months  ended  September  30,  2000, 3,414 shares of Series A Senior
Convertible  Preferred  Stock  were  issued  as payment of dividends of $32,431.

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 nine months
ended  September  30,  2000.


                                       11
<PAGE>
On  September  5,  2000,  the  Company  executed a service agreement with Travis
Morgan Securities, Inc. ("Travis Morgan") to engage Travis Morgan as a financial
advisor  to  the  Company, with respect to financial advisory, corporate finance
and  merger  and  acquisition  matters  for  the  twelve month period commencing
September  1,  2000.  In  connection  with  the  agreement,  the  Company issued
warrants  to  Travis  Morgan  to  purchase  390,000 shares of common stock at an
exercise  price  of  $0.35 per share and were exercisable for a five year period
commencing  on  September  5, 2000.  The warrants were determined to have a fair
value  of  $85,800  based on the Black-Scholes pricing model.  The fair value of
these  warrants  was  expensed  over  a  twelve  month  period.


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 Nevada 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


                                       12
<PAGE>
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 $26,650
based  on  the  Black-Scholes option 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.

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 $5,500 based on
the  Black-Scholes  option  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 nine months ended September 30, 1999, as if the Company had acquired the Bel
Air  Golf  Companies'  product  lines  effective  January  1,  1999.


4.     Acquisition  of  the  Leading  Edge,  LLC's  Product  Lines

On  August  30, 2000 (the "Closing Date"), the Company completed the acquisition
of  certain  assets  of  Leading  Edge, LLC ("Leading Edge"), which included the
"Leading  Edge"  trade  name.  The acquisition consisted primarily of inventory,
trade  names,  trademarks  and  other  intangible  assets.  Leading  Edge  is  a
manufacturer  of  proprietary  putters.  Leading Edge putters are protected by a
United  States design patent.  The Company, through its wholly-owned subsidiary,
Leading  Edge  Acquisition, Inc., a Nevada corporation, is operating the product
lines acquired from Leading Edge as a separate division of the Company, and
will  continue  to  market  putters  under  the  name  Leading  Edge.


                                       13
<PAGE>
In  consideration for acquiring the business of Leading Edge, the Company issued
200,000  shares  of  its common stock and warrants to purchase 150,000 shares of
its  common stock exercisable at $1.00 per share for a period of four years from
the  Closing Date.  The warrants were determined to have a fair value of $18,000
based  on  the  Black-Scholes  option  pricing  model.  The  fair value of these
warrants  was  recorded  as  goodwill  and  is  being amortized over five years.


5.     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  September 30, 2000, sales to customers in the
United  States  and  the  Far  East  were  $550,002  (96%)  and  $23,700  (4%),
respectively.  During  the  nine  months  ended  September  30,  2000,  sales to
customers  in  the  United  States  and  the  Far East were $2,023,214 (77%) and
$609,913  (23%),  respectively.

During  the  three  months  ended  September 30, 1999, sales to customers in the
United  States  and  the  Far  East  were  $345,157  (68%)  and  $165,066 (32%),
respectively.  During  the  nine  months  ended  September  30,  1999,  sales to
customers  in  the  United  States  and  the  Far East were $1,400,172 (75%) and
$472,286  (25%),  respectively.

During  the  three  months  ended  September 30, 2000, 2 customers accounted for
approximately 28% (10% and 18%) of total sales, and during the nine months ended
September 30, 2000, 2 customers accounted for approximately 48% (29% and 19%) of
total  sales.

During  the  three  months  ended  September 30, 1999, 2 customers accounted for
approximately 56% (31% and 25%) of total sales, and during the nine months ended
September  30,  1999,  3 customers accounted for approximately 62% (21%, 22% and
19%)  of  total  sales.


                                       14
<PAGE>
6.     Legal  Proceedings

A claim has been asserted against the Company for breach of contract, as well as
certain  other  claims,  by  Peter Alliss, who has asserted damages in excess of
$600,000  arising  out  of a contract between the parties dated January 1, 1998.
The  Company  and  Mr.  Alliss  are in discussions regarding the validity of the
claims  and  the  actual  amount  of  damages,  if  any,  as well as a potential
settlement.  However,  there  can  be  no  assurance  that  a  settlement  will
ultimately be concluded.  The Company believes that the claims are substantially
without  merit,  and  intends  to  vigorously contest any litigation that may be
filed.  As  this matter is in an early stage, the Company is currently unable to
predict  the  ultimate  outcome  of  this matter or the effect, if any, that its
resolution  may  have on the Company's financial position, results of operations
and  cash  flow.


                                       15
<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 September
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 September 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.

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  September 30, 2000, sales to customers in the
United  States  and  the  Far  East  were  $550,002  (96%)  and  $23,700  (4%),
respectively.  During  the  nine  months  ended  September  30,  2000,  sales to
customers  in  the  United  States  and  the  Far East were $2,023,214 (77%) and
$609,913  (23%),  respectively.


                                       16
<PAGE>
During  the  three  months  ended  September 30, 1999, sales to customers in the
United  States  and  the  Far  East  were  $345,157  (68%)  and  $165,066 (32%),
respectively.  During  the  nine  months  ended  September  30,  1999,  sales to
customers  in  the  United  States  and  the  Far East were $1,400,172 (75%) and
$472,286  (25%),  respectively.

During  the  three  months  ended  September 30, 2000, 2 customers accounted for
approximately 28% (10% and 18%) of total sales, and during the nine months ended
September 30, 2000, 2 customers accounted for approximately 48% (29% and 19%) of
total  sales.

During  the  three  months  ended  September 30, 1999, 2 customers accounted for
approximately 56% (31% and 25%) of total sales, and during the nine months ended
September  30,  1999,  3 customers accounted for approximately 62% (21%, 22% and
19%)  of  total  sales.


Acquisition  of  the  New  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 Nevada 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,


                                       17
<PAGE>
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 $26,650 based on the Black-Scholes option pricing model, all of
which  was  recorded  as  goodwill.

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 $5,500 based on
the  Black-Scholes  option  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.

On  August  30, 2000 (the "Closing Date"), the Company completed the acquisition
of  certain  assets  of  Leading  Edge, LLC ("Leading Edge"), which included the
"Leading  Edge"  trade  name.  The acquisition consisted primarily of inventory,
trade  names,  trademarks  and  other  intangible  assets.  Leading  Edge  is  a
manufacturer  of  proprietary  putters.  Leading Edge putters are protected by a
United  States design patent.  The Company, through its wholly-owned subsidiary,
Leading  Edge  Acquisition, Inc., a Nevada corporation, is operating the product
lines acquired from Leading Edge as a separate division of the Company, and
will  continue  to  market  putters  under  the  name  Leading  Edge.

In  consideration for acquiring the business of Leading Edge, the Company issued
200,000  shares  of  its common stock and warrants to purchase 150,000 shares of
its  common stock exercisable at $1.00 per share for a period of four years from
the  Closing Date.  The warrants were determined to have a fair value of $18,000
based  on the Black-Scholes pricing model.  The fair value of these warrants was
recorded  as  goodwill  and  is  being  amortized  over  five  years.


                                       18
<PAGE>
Results  of  Operations:

Three  Months  Ended  September  30,  2000  and  1999  -

For the three months ended September 30, 2000, net sales increased by $64,179 or
12.6%  to $573,702, as compared to $509,524 for the three months ended September
30, 1999.  Approximately 31.7% of sales for the three months ended September 30,
2000 consisted of sales generated by the product lines acquired from the Bel Air
Golf  Companies.

For  the  three  months  ended  September  30,  2000,  gross profit decreased to
$197,438, as compared to $216,910 for the three months ended September 30, 1999.
As a percent of net sales, gross margin decreased to 34.4% in 2000 from 42.6% in
1999,  primarily  as a result of a shift in product mix to lower margin product.

Selling  and  marketing expenses totaled $139,825 (24.4% of sales), and $138,716
(27.2%  of  sales)  for  the  three  months  ended  September 30, 2000 and 1999,
respectively.

Tour  and pro contracts were $15,369 (2.7% of sales) and $15,834 (3.1% of sales)
for  the  three  months  ended  September  30,  2000  and  1999,  respectively.

For  the  three  months  ended  September  30, 2000, the provision for bad debts
decreased  by  $115,438  or  94.0%  to  $7,341  (1.3%  of sales), as compared to
$122,778  (24.1%  of  sales) for the three months ended September 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  September  30,  2000, general and administrative
expenses increased by $91,522 or 32.3% to $375,075 (65.4% of sales), as compared
to $283,553 (55.7% of sales) for the three months ended September 30, 1999, as a
result  of the acquisition of the Bel Air Golf Companies and Leading Edge, and a
general  increase  in  the  level  of  operations.

For  the  three  months  ended September 30, 2000, depreciation and amortization
increased  by $19,174 or 177.3% to $29,990, as compared to $10,816 for the three
months  ended September 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.


                                       19
<PAGE>
As  a  result of the aforementioned factors, net loss was $375,278 for the three
months  ended  September 30, 2000, as compared to a net loss of $372,465 for the
three  months  ended  September  30,  1999.


Nine  Months  Ended  September  30,  2000  and  1999  -

For the nine months ended September 30, 2000, net sales increased by $760,669 or
40.6%  to  $2,633,127,  as  compared  to  $1,872,458  for  the nine months ended
September  30,  1999.  Approximately  26.7%  of  sales for the nine months ended
September  30,  2000  consisted of sales generated by the product lines acquired
from  the  Bel  Air  Golf  Companies.

For  the  nine  months  ended  September  30,  2000,  gross  profit increased to
$1,249,781,  as  compared  to  $880,110  for the nine months ended September 30,
1999.  As  a  percent of net sales, gross margin increased to 47.5% in 2000 from
47.0%  in 1999, primarily as a result of increasing sales of recently introduced
higher-margin  products.

For  the  nine  months  ended September 30, 2000, selling and marketing expenses
increased  by  $122,527  or  30.0%  to $531,105 (20.2% of sales), as compared to
$408,578  (21.8%  of  sales)  for the nine months ended September 30, 1999, as a
result  of  increased  efforts  by  the  Company  to  promote  its  products.

For  the  nine months ended September 30, 2000, tour and pro contracts decreased
by  $125,352  or 75.6% to $40,369 (1.5% of sales), as compared to $165,721 (8.9%
of  sales)  for the nine months ended September 30, 1999, as a result of reduced
emphasis  and  reliance  by  the Company on touring professionals to promote the
Company's  products.

For  the  nine  months  ended  September  30,  2000, the provision for bad debts
decreased  by  $167,609  or  70.5%  to  $70,170  (2.7% of sales), as compared to
$237,778  (12.7%  of  sales)  for the nine months ended September 30, 1999, as a
result  of  a  dispute with a customer in 1999 that resulted in an uncollectible
accounts  receivable.

For the nine months ended September 30 2000, general and administrative expenses
increased  by  $197,217  or 24.4% to $1,005,567 (38.2% of sales), as compared to
$808,350  (43.2%  of  sales)  for the nine months ended September 30, 1999, as a
result  of  the  acquisition  of  the Bel Air Golf Companies, the acquisition of
Leading  Edge,  the  relocation  in  early  2000  to  a new office and warehouse
facility,  and  a  general  increase  in  the  level  of  operations.


                                       20
<PAGE>
For  the  nine  months  ended  September 30, 2000, depreciation and amortization
increased  by  $33,614 or 105.0% to $65,641, as compared to $32,026 for the nine
months  ended September 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  and  Leading  Edge.

As  a  result  of the aforementioned factors, net loss was $471,204 for the nine
months  ended  September 30, 2000, as compared to a net loss of $810,089 for the
nine  months  ended  September  30,  1999.


Liquidity  and  Capital  Resources  -  September  30,  2000:

Operating Activities.  The Company's operations utilized cash of $630,473 during
the  nine  months  ended  September  30,  2000, as compared to utilizing cash of
$71,112  during  the nine months ended September 30, 1999.  The increase in cash
utilized  in  operating  activities  in 2000 as compared to 1999 of $559,361 was
primarily  a result of an increase in cash utilized for accounts receivables and
inventories.  During  the  nine  months  ended  September  30, 2000, the Company
recognized  non-cash  expenses  related  to  the issuance of common stock, stock
options  and  warrants  of  $53,301, as compared to $265,563 for the nine months
ended  September  30,  1999.

At  September  30, 2000, cash and cash equivalents had decreased by $751,418, to
$41,844, as compared to $793,262 at December 31, 1999.  As a result, the Company
had  working  capital  of $304,181 at September 30, 2000, as compared to working
capital  of $776,327 at December 31, 1999, resulting in current ratios of 1.24:1
and  1.83:1  at  September  30,  2000  and  December  31,  1999,  respectively.

At September 30, 2000, accounts receivable had increased by $127,186 or 30.1% to
$613,400,  as  compared  to  $486,214  at  December  31,  1999,  exclusive of an
allowance for doubtful accounts of $90,937 and $40,000 at September 30, 2000 and
December  31,  1999,  respectively.  At  September  30,  2000,  inventories  had
increased by $534,270 or 118.1% to $986,542, as compared to $452,272 at December
31,  1999.  Accounts  receivable  and inventories increased significantly during
the nine months ended September 30, 2000 to support the increased selling effort
with respect to the Bel Air Golf Companies' product lines and a general increase
in  the  Company's  level  of  operations,  as  well as the Company entering the
holiday  2000  selling  season.

Investing Activities.  During the nine months ended September 30, 2000 and 1999,
net cash used in investing activities for the purchase of property and equipment
was  $106,585  and  $5,925,  respectively, 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.  In addition, the Company acquired a second
tour  van  for  approximately $60,000 as an added effort to promote its product.


                                       21
<PAGE>
Financing Activities.  During the nine months ended September 30, 2000 and 1999,
the  Company  repaid $36,163 and $30,903 of short-term borrowings, respectively.
During  the  nine months ended September 30, 2000 and 1999, the Company borrowed
$35,107  and $20,962, respectively, under its bank credit line.  During the nine
months  ended  September 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  nine  months  ended  September  30,  2000.

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,  as amended, 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.


                                       22
<PAGE>
                           PART II.  OTHER INFORMATION


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

(c)  Recent  sales  of  unregistered  securities

For  the  three months ended September 30, 2000, 3,414 shares of Series A Senior
Convertible  Preferred  Stock  were  issued  as payment of dividends of $32,431.

On  August  30, 2000 (the "Closing Date"), the Company completed the acquisition
of  certain  assets  of  Leading  Edge, LLC ("Leading Edge"), which included the
"Leading  Edge"  trade names.  The acquisition consisted primarily of inventory,
trade  name,  trademarks  and other intangible assets.  Leading Edge putters are
protected  by  a  United  States  design  patent.  The  Company,  through  its
wholly-owned  subsidiary,  Leading Edge Acquisition, Inc., a Nevada corporation,
is  operating  the  product  lines acquired from Leading Edge as a separate
division  of  the  Company,  and  will continue to market putters under the name
Leading  Edge.

In  consideration for acquiring the business of Leading Edge, the Company issued
200,000  shares  of  its common stock and warrants to purchase 150,000 shares of
its  common stock exercisable at $1.00 per share for a period of four years from
the  Closing Date.  The warrants were determined to have a fair value of $18,000
based  on the Black-Scholes pricing model.

On  September  5,  2000,  the  Company  executed a service agreement with Travis
Morgan Securities, Inc. ("Travis Morgan") to engage Travis Morgan as a financial
advisor  to  the  Company, with respect to financial advisory, corporate finance
and  merger  and  acquisition  matters  for  the  twelve month period commencing
September  1,  2000.  In  connection  with  the  agreement,  the  Company issued
warrants  to  Travis  Morgan  to  purchase  390,000 shares of common stock at an
exercise  price  of  $0.35 per share and were exercisable for a five year period
commencing  on  September  5, 2000.  The warrants were determined to have a fair
value  of  $85,800  based on the Black-Scholes pricing model.  The fair value of
these  warrants  was  expensed  over  a  twelve  month  period.

The  shares  of common stock, preferred stock, 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.


                                       23
<PAGE>
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  September  30,  2000  -

         No  Reports  on  Form 8-K were filed during the three months ended
         September 30, 2000.


                                       24
<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:  November 13, 2000    By:  /s/  DONALD A. ANDERSON
                                 ------------------------
                                 Donald A. Anderson
                                 President
                                 (Duly Authorized Officer)


Date:  November 13, 2000    By:  /s/  LAURA  L.  LI
                                 ------------------------
                                 Laura L. Li
                                 Chief Financial Officer
                                 (Principal Financial Officer)


                                       25
<PAGE>