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

                                   FORM 10-KSB
                                AMENDMENT NO. 1

[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act  of  1934

               For the fiscal year ended December 31, 2001

[ ]     Transition  Report  Pursuant  to  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 in its charter)

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

             5285 Industrial Way, Huntington Beach, California 92647
      ---------------------------------------------------------------------
           (Address of principal executive offices, including zip code)

Issuers  telephone  number,  including  area  code:  (714)  899-4274

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:   None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

                          Common Stock, $.001 par value
                     --------------------------------------
                                (Title of Class)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the preceding 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  [  ]

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  ]

     The  issuer's  revenues  for  the  fiscal year ended December 31, 2001 were
$2,143,371.

     The  aggregate  market  value  of  the  issuer's  common  stock  held  by
non-affiliates  of  the  Company  as  of  April  8,  2002,  was  $2,234,803.

     As  of  April  8,  2002,  the  issuer 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>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this report to be signed on its behalf by the undersigned thereunto duly
authorized.


                                              GOLFGEAR INTERNATIONAL, INC.
                                              ----------------------------

(Registrant)


Date:  June 14, 2002                          By:  /S/  Donald A. Anderson
                                                   -------------------------
                                                   Donald A. Anderson
                                                   President


     In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Date:  June 14, 2002                          By:  /S/  Donald A. Anderson
                                                   -------------------------
                                                   Donald A. Anderson
                                                   President and Director


Date:  June 14, 2002                          By:  /S/ Robert N. Weingarten
                                                   -------------------------
                                                   Robert N. Weingarten


Date:  June 14, 2002                          By:  /S/  Frank X. McGarvey
                                                   -------------------------
                                                   Frank  X. McGarvey
                                                   Director


Date:  June 14, 2002                          By:  /S/  Donald A. Anderson
                                                   -------------------------
                                                   Naoya Kinoshita
                                                   Director


Date:  June 14, 2002                          By:  /S/  Robert Williams
                                                   -------------------------
                                                   Robert Williams
                                                   Director


Date:  June 14, 2002                          By:  /S/  Daniel Wright
                                                   -------------------------
                                                   Daniel Wright
                                                   Chief Financial Officer



<PAGE>
                          INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Report
    for the years ended December 31, 2001 and 2000                           F-1

Consolidated Balance Sheets at December 31, 2001 and 2000                    F-2

Consolidated Statements of Operations
    for the years ended December 31, 2001 and 2000                           F-4

Consolidated Statements of Shareholders' Equity (Deficit)
    for the years ended December 31, 2001 and 2000                           F-5

Consolidated Statements of Cash Flows
    for the years ended December 31, 2001 and 2000                           F-7

Notes to Consolidated Financial Statements                                   F-9


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
GolfGear  International,  Inc.
Garden  Grove,  California



We  have  audited  the  accompanying  consolidated  balance  sheets  of GolfGear
International,  Inc.  and subsidiaries as of December 31, 2001 and 2000, and the
related  consolidated  statements  of operations, shareholders' equity (deficit)
and  cash  flows  for  the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures in these financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
GolfGear  International, Inc. and subsidiaries as of December 31, 2001 and 2000,
and  the  consolidated  results of their operations and cash flows for the years
then  ended,  in conformity with accounting principles generally accepted in the
United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the  consolidated  financial  statements,  the  Company  has  incurred recurring
operating  losses  and  requires  additional  financing  to continue operations.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  Management's plans in regard to these matters are described
in Note 1.  The consolidated financial statements do not include any adjustments
relating  to  the recoverability and classification of asset carrying amounts or
the  amount and classification of liabilities that may result should the Company
be  unable  to  continue  as  a  going  concern.




                                                   GOOD SWARTZ BROWN & BERNS LLP
Los  Angeles,  California
April 4, 2002 (except for Note 14, as to
which the date is April 8, 2002)


                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

                                                                 2001          2000
                                                             ------------  ------------
<S>                                                          <C>           <C>

                                     ASSETS
CURRENT ASSETS
  Cash                                                       $   120,135   $    39,754
  Accounts receivable, net of allowance
     for doubtful accounts of $78,337 in 2001
     and $123,000 in 2000                                        335,755       490,055
  Inventories                                                    691,265       955,976
  Prepaid expenses                                                22,450        64,817
                                                             ------------  ------------
      TOTAL CURRENT ASSETS                                     1,169,605     1,550,602
PROPERTY AND EQUIPMENT, net of accumulated
depreciation                                                     128,754       181,843
                                                             ------------  ------------
OTHER ASSETS
  Goodwill, net of accumulated amortization                         ----       194,356
  Patents and trademarks, net of accumulated amortization         83,922       106,973
  Deposits                                                        12,400        17,106
                                                             ------------  ------------
      TOTAL OTHER ASSETS                                          96,322       318,435
                                                             ------------  ------------
                                                             $ 1,394,681   $ 2,050,880
                                                             ============  ============


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
TOTAL CURRENT LIABILITIES
  Accounts payable and accrued expenses                      $ 1,127,427     $ 979,152

  Income tax payable                                               8,000         4,000

  Accrued product warranties                                     101,593        81,880

  Accrued interest                                                 8,438         2,737

  Accrued officers' compensation                                  82,461        46,590

  Bank line of credit                                             57,100        66,127

  Notes payable to directors and shareholders                    105,666        48,655

  Notes payable, current portion                                  69,091        34,468
                                                             ------------  ------------
                                                               1,559,776     1,263,609
NON-CURRENT LIABILITIES
  Note payable, net of current portion                            50,000        50,000
                                                             ------------  ------------

          TOTAL LIABILITIES                                    1,609,776     1,313,609
                                                             ------------  ------------
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' EQUITY (DEFICIT)


                                      F-3
<PAGE>
Preferred stock, $.001 par value;
  authorized - 10,000,000 shares:
  Series A Senior Convertible Preferred Stock:
  issued and outstanding -0- shares
  in 2001 and 233,228 shares in 2000
  (stated value - $9.50 per share)                                   ---           233
Common stock, $.001 par value; authorized-
  50,000,000 shares; issued and outstanding-
  17,989,454 shares in 2001 and 15,273,598
  shares in 2000                                                  17,989        15,274
Additional paid-in capital                                     8,901,273     8,728,436
Accumulated deficit
                                                              (9,134,357)   (8,006,672)
                                                             ------------  ------------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                      (215,095)      737,271
                                                             ------------  ------------
                                                             $ 1,394,681   $ 2,050,880
                                                             ============  ============

                 See Notes to Consolidated Financial Statements
</TABLE>



                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                          2001          2000
                                                      ------------  ------------
<S>                                                   <C>           <C>

SALES                                                 $ 2,143,371   $ 3,194,610

COST OF GOODS SOLD                                      1,205,609     1,689,194
                                                      ------------  ------------
GROSS PROFIT                                              937,762     1,505,416
                                                      ------------  ------------
EXPENSES
   Selling and marketing                                  326,825       783,824
   Tour and pro contracts                                 108,401       100,863
   Bad debt expense                                       149,945       156,410
   General and administrative                           1,074,972     1,303,278
   Depreciation and amortization                          115,539       117,920
   Write-off of goodwill                                  150,385          ----
                                                      ------------  ------------

      TOTAL EXPENSES                                    1,926,067     2,462,295
                                                      ------------  ------------
OTHER (INCOME)EXPENSE
   Loss on disposal of fixed assets                        12,191          ----
   Interest expense                                        17,259        13,349
   Interest income                                           (774)       (7,972)
                                                      ------------  ------------
      TOTAL OTHER (INCOME) AND EXPENSE                     28,676         5,377
                                                      ------------  ------------
NET LOSS BEFORE INCOME TAX
                                                      $(1,016,981)  $  (962,256)
                                                      ------------  ------------
Income tax                                                   ----          ----
                                                      ------------  ------------
NET LOSS                                              $(1,016,981)  $  (962,256)
                                                      ============  ============

 NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS
   Net loss                                           $(1,016,981)  $  (962,256)
   Less dividends on preferred stock                     (110,704)     (127,590)
                                                      ------------  ------------


NET LOSS APPLICABLE TO COMMON
   SHAREHOLDERS                                       $(1,127,685)  $(1,089,846)
                                                      ============  ============
LOSS PER COMMON SHARE - BASIC AND DILUTED             $     (0.07)  $     (0.08)
                                                      ============  ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                     15,983,673    13,081,765
                                                      ============  ============

                 See Notes to Consolidated Financial Statements
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                    GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(DEFICIT)
                                   FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                            Preferred Stock         Common Stock    Additional
                                          -------------------  -------------------    Paid-in     Accumulated
                                           Shares     Amount     Shares    Amount     Capital       Deficit        Total
                                          ---------  --------  ----------  -------  -----------  -------------  -----------
<S>                                       <C>        <C>       <C>         <C>      <C>          <C>            <C>

BALANCE, December 31, 1999                 216,626       217   12,816,348   12,816   7,981,695     (6,916,826)   1,077,902

Issuance of common stock for services                           1,162,500    1,163     174,212                     175,375
Conversion of debt into common stock                              929,750      930     185,870                     186,800
Issuance of stock related to acquisition
of Bel Air operations                        3,170         3      165,000      165      62,532                      62,700
Issuance of stock related to acquisition
of Leading Edge operations                                        200,000      200      37,300                      37,500
Preferred stock dividend                    13,432        13                           127,577       (127,590)
Fair value of options and warrants
issued to non-employees                                                                159,250                     159,250
Net loss for the year                                                                                (962,256)    (962,256)
                                                                                                 -------------  -----------

BALANCE, December 31, 2000                 233,228   $   233   15,273,598  $15,274  $8,728,436   $ (8,006,672)  $  737,271

Issuance of common stock for services                             265,556      265      64,350                      64,615

Preferred stock dividend                    11,802        12                           110,692       (110,704)

Conversion of preferred stock             (245,030)     (245)   2,450,300    2,450      (2,205)

Net loss for the year                                                                              (1,016,981)   (1,016981)
                                                                                                 -------------  -----------

BALANCE, December 31, 2001                     -0-   $   -0-   17,989,454  $17,989  $8,901,273   $ (9,134,357)  $ (215,095)
                                          =========  ========  ==========  =======  ===========  =============  ===========

                                          See Notes to Consolidated Financial Statements
</TABLE>


                                      F-6
<PAGE>

<TABLE>
<CAPTION>
                 GOLFGEAR INTERNATIONAL, INC., AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                  2001         2000
                                                              ------------  ----------
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                    $(1,016,981)  $(962,256)
  Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:

      Depreciation and amortization                               115,539     117,920
      Write-down of goodwill                                      150,385         ---
      Provision for bad debts                                     149,945     156,410
      Common stock issued for services                             64,615     157,375
      Loss on disposal of fixed assets                             12,191       7,439
      Fair value of options and  warrants
        issued to non-employees                                       ---      94,100
      Changes in operating assets and liabilities:
        (Increase) decrease in:
          Accounts receivable                                       4,355    (200,251)
          Inventories                                             264,711    (503,704)
          Prepaid expenses                                         42,367     (11,208)
          Deposits                                                  4,706      11,419
        Increase (decrease) in
          Accounts payable and accrued expenses                   152,275     407,744
          Accrued product warranties                               19,713      20,880
          Accrued interest                                          5,701      (9,711)
          Accrued officers' compensation                           35,871      43,300
                                                              ------------  ----------
          NET CASH PROVIDED BY (USED IN)                            5,393    (670,543)
        OPERATING  ACTIVITIES                                 ------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                              (7,618)   (110,130)
                                                              ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES

    Increase in notes payable to directors and shareholders        57,511      13,221
    Increase (decrease) in bank credit line                        (9,027)     50,107
    Proceeds from short-term borrowings                            51,929        ----
    Repayments on short-term borrowings                           (17,807)    (36,163)
                                                              ------------  ----------

    NET CASH PROVIDED BY  FINANCING ACTIVITIES                     82,606      27,165
                                                              ------------  ----------
NET INCREASE (DECREASE) IN CASH                                    80,381    (753,508)
CASH, BEGINNING OF PERIOD                                          39,754     793,262
                                                              ------------  ----------
CASH, END OF PERIOD                                           $   120,135   $  39,754
                                                              ============  ==========
CASH PAID FOR:
    Interest                                                  $     4,109   $  20,468
NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Conversion of liabilities into common stock               $      ----   $ 186,800
    Issuance of preferred shares for payment of dividend      $   110,704   $ 127,590
    Common stock issued in acquisitions                       $      ----   $ 100,200
    Conversion of accounts payable into notes payable

    Common stock issued for future services                   $    64,615   $  18,000
    Liabilities assumed in acquisitions                       $      ----   $  75,000
    Fair value of warrants issued in acquisitions             $      ----   $  44,650
    Fair value of warrants issued for future services         $      ----   $  20,500

                 See Notes to Consolidated Financial Statements
</TABLE>



                                      F-7
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

1.   GOING  CONCERN

     The consolidated financial statements as of and for the year ended December
     31,  2001  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.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Organization  and  Description  of Business  - GolfGear International, Inc.
     -------------------------------------------
     and  its  subsidiaries (collectively, "GolfGear" or the "Company") designs,
     develops  and  markets  golf  clubs  and  related  golf  products.

     GolfGear,  formerly  Harry  Hurst, Jr., Inc. ("HHI") was incorporated under
     the  laws  of  the  State  of  Nevada on October 9,1997. The Company is the
     successor  entity  resulting from a December 5, 1997 reorganization between
     GolfGear  International,  Inc.  ("GGI"),  which has been active in the golf
     business since 1990, and HHI, a non-operating public shell corporation. HHI
     changed  its name to GolfGear International, Inc., and GGI changed its name
     to  GGI,  Inc.  and  remains a wholly-owned subsidiary of the Company. Each
     share  of  Common  Stock  of  GGI was exchanged for 3.5235 shares of common
     stock  of  HHI.  The  shareholders  of  GGI,  constituting  90% of the then
     outstanding  common  stock,  became  the  controlling  shareholders  of the
     Company.  For  accounting  purposes, the acquisition of GGI by HHI has been
     treated  as  a reverse acquisition of GGI with GGI considered the acquirer.

     Segment  and  Geographic Information - The Company operates in one business
     ------------------------------------
     segment.  Sales  are  to customers in the United States, Europe and the Far
     East. Sales for the fiscal year ended December 31, 2001 to customers in the
     United  States  Europe  and  the  Far  East  were  $1,635,065,  $93,541 and
     $414,765,  respectively.  Sales  for  the  year  ended December 31, 2000 to
     customers  in  the  United  States  and  the  Far  East were $2,480,596 and
     $714,014,  respectively.

     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.

     Use  of  Estimates  - The preparation of financial statements in conformity
     ------------------
     with  accounting  principles  generally  accepted  in  the United States of
     America  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.


                                      F-8
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

     Inventories.  Inventories  are stated at lower of cost (average) or market.
     -----------
     The  Company  periodically  reviews  its  inventory  to  evaluate  it  for
     discontinued and obsolete products. The difference between the market value
     of  products  and their cost is included in the reserve allowance. The loss
     from  the liquidation or destruction of obsolete and discontinued inventory
     is  applied  against  the  reserve  allowance.

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
     ------------------------
     Depreciation  is  computed  on  the straight-line method over the estimated
     useful  lives of the assets which range from five to seven years. Leasehold
     improvements are amortized on the straight-line method over the term of the
     lease  or  the  useful  life  of  the  asset,  whichever  is  shorter.

     Property  and  equipment  are  reviewed  for  impairment whenever events or
     circumstances  indicate  that the assets non-discounted expected cash flows
     are  not sufficient to recover its carrying amount. The Company measures an
     impairment  loss  by  comparing the fair value of the asset to its carrying
     amount.  Fair  value  of  an  asset  is  calculated as the present value of
     expected  future  cash  flows.

     Intangible  Assets  -  Patents  and  trademarks  are being amortized on the
     ------------------
     straight-line  method  over  a  seventeen  and ten year life, respectively.
     Goodwill  was  being amortized on the straight-line method over a five year
     term.

     Revenue  Recognition - Revenue is recognized in accordance with SAB No. 101
     --------------------
     "Revenue  Recognition  in  Financial  Statements".  Sales  of  products
     domestically  are  recognized  when  the  products  are  shipped  from  the
     Company's  facility.  The  Company  generally  provides a lifetime warranty
     against  defects.  The  Company makes a provision for warranty costs in the
     period  of  sale.  The  Company  periodically  reviews  the adequacy of the
     accrued  product  warranties.

     Stock-Based  Compensation  -  The  Company periodically issues common stock
     -------------------------
     options  and  common stock purchase warrants to employees and non-employees
     in  non-capital  raising  transactions  for  services  rendered  and  to be
     rendered,  and  as  financing  costs.

     The Company adopted Statement of Financial Accounting Standards ("SFAS) No.
     123,  "Accounting  for  Stock-Based Compensation", which establishes a fair
     value  method  of  accounting  for  stock-based  compensation  plans.

     The  provisions  of  SFAS  No.  123  allow  companies to either expense the
     estimated  fair  value  of  stock  options  or  to  continue  to follow the
     intrinsic value method set forth in Accounting Principles Board Opinion No.
     25,  "Accounting  for  Stock  Issued to Employees", but to disclose the pro
     forma  effect  on net income (loss) and net income (loss) per share had the
     fair  value of the stock options been exercised. The Company has elected to
     continue  to  account  for  stock-based  compensation  plans  utilizing the
     intrinsic value method. Accordingly, compensation cost for stock options is
     measured  as  the excess, if any, of the fair market price of the Company's
     common  stock at the date of grant above the amount an employee must pay to
     acquire  the  common  stock.

     In  accordance  with  SFAS  No.  123,  the  Company  has  provided footnote
     disclosure  with  respect to stock-based employee compensation. The cost of
     stock-based  employee  compensation  is measured at the grant date based on
     the value or the award and is recognized over the vesting period. The value
     of  the  stock-based  award  is  determined  using the Black-Scholes option
     pricing  model whereby compensation cost is the excess of the fair value of
     the  award  as  determined  by the pricing model at the grant date or other
     measurement  date  above  the  amount  an  employee must pay to acquire the
     stock.  The  resulting  amount  is  charged to expense on the straight-line
     basis  over  the  period  in  which the Company expects to receive benefit,
     which is generally the vesting period. Stock options issued to non-employee
     directors  at fair market value are accounted for under the intrinsic value
     method.

     With  respect  to shares of common stock issued for services rendered or to
     be  rendered,  or  for financing costs, such shares are valued based on the
     fair  market  price  on  the transaction date, adjusted for factors such as
     trading  restrictions,  registration  rights,  trading  volume  and  market
     liquidity,  which  generally results in a reduction ranging from 25% to 33%
     to  the  fair  market  price  at  the  transaction  date.

     Income  Taxes  - The Company accounts for income taxes utilizing the assets
     -------------
     and  liability  approach,  which  requires  the recognition of deferred tax
     assets  and  liabilities  for  the  expected  future  tax  consequences  of
     temporary  differences  between  the  basis  of  assets and liabilities for
     financial  reporting  purposes  and  tax  purposes.


                                      F-9
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Net  Loss  Per  Common  Share  - The Company adopted Statement of Financial
     -----------------------------
     Accounting  Standards  No.  128,  "Earnings Per Share" (SFAS 128). SFAS 128
     provides for the calculation of Basic and Diluted earnings per share. Basic
     earnings  per share includes no dilution and is computed by dividing income
     available  to  common shareholders by the weighted average number of common
     shares  outstanding for the period. Diluted earnings per share reflects the
     potential  dilution  of  securities that could share in the earnings of the
     entity.  For  the years ended December 31, 2001 and 2000, basic and diluted
     earnings  per share amounts are the same. Since the Company incurred losses
     for  the years ended December 31, 2001 and 2000, the calculation of diluted
     per share amounts would result in an anti-dilutive calculation which is not
     permitted  and  therefore  not  included.


     Concentrations - Major Customers - During the year ended December 31, 2001,
     ---------------------------------
     six  customers  accounted  for  $960,320 (45%) of total sales, and one such
     customer  accounted  for  $102,000 (30%) of net accounts receivable. During
     the  year ended December 31, 2000, three customers accounted for $1,666,284
     (52%)  of  total sales, and two such customers accounted for $237,497 (48%)
     of  net  accounts  receivable.

     Dependence  on  Major  Suppliers  - The Company is dependent on three major
     --------------------------------
     suppliers for the production of golf club heads and tooling used to produce
     the  heads. However, management believes that any risk is mitigated, due to
     the  large  number  of  alternative  suppliers.

     Reclassifications - Certain prior period balances have been reclassified to
     -----------------
     conform  with  current  years  presentation.

     Advertising  -  Cost associated with advertising and promotion are expensed
     -----------
     as  incurred.

3.   ACQUISITIONS

     Bel  Air  Golf  Product  Lines  - The Company acquired all of the operating
     ------------------------------
     assets of Bel Air Golf Companies, including the "Bel Air Golf" and "Players
     Golf"  trade  names.  Players Golf offers a full line of junior golf clubs,
     and Bel Air Golf is known primarily for golf glove products that offer both
     value and quality. Bel Air Golf and Players Golf are operated as a separate
     division  of  GolfGear.

     In  consideration  for  acquiring  these  assets,  the  Company  assumed
     liabilities  of  approximately  $50,000  and  issued  400,000 shares of its
     restricted  common stock. The Company also agreed to issue 255,000 warrants
     exercisable  at  $1.00  per  share for a period of six months from closing,
     100,000  warrants  exercisable  at $1.00 per share for a period of one year
     from  closing, and 100,000 warrants exercisable at $1.00 per share, 100,000
     warrants exercisable at $2.00 per share and 100,000 warrants exercisable at
     $3.00  per share, vesting and exercisable only if net revenues from Bel Air
     Golf  and Players Golf reach $1,500,000, $2,000,000 and $2,500,000 in 2000,
     2001  and  2002,  respectively.  The  Company issued 250,000 of the 400,000
     shares  on  November 29, 1999 as an advance, in order to be able to operate
     the Bel Air Golf Companies on an interim basis. The Company also issued 10%
     of  the  securities  described above as a finder's fee with respect to this
     transaction.  This  transaction  was  completed  on  April  11,  2000.

     Leading  Edge Product Lines - On August 30, 2000, the Company completed the
     ---------------------------
     acquisition  of  certain  assets  of  Leading Edge, LLC, 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. Leading Edge is being operated
     as  a  separate  division  of  GolfGear.

     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.


                                      F-10
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.   INVENTORIES

     At December 31, 2001 and 2000, inventories consists of the following:

                                      2001         2000
                                 ---------  -----------
     Components parts            $482,024   $  571,431
     Finished goods               254,905      521,099
                                 ---------  -----------
                                  736,929    1,092,530
     Reserve for obsolete and
      discontinued inventories    (45,664)    (136,554)
                                 ---------  -----------
                                 $691,265   $  955,976
                                 =========  ===========

     The  decrease  in  reserve  is  the  result of charging the reserve for the
     write-off  of  obsolete  and  discontinued  inventory.

5.   PROPERTY AND EQUIPMENT

     At  December  31,  2001  and  2000  Property  and equipment consists of the
     following:

                                       2001        2000
                                    ----------  ----------
     Machinery and equipment        $  24,000   $  24,115
     Office equipment                  16,025      16,025
     Computers and software            28,949      55,947
     Furniture and fixtures            48,902      84,263
     Automobile                        52,090      52,091
     Trade show booths                 62,055      58,536
     Tooling                           44,737     173,126
     Leasehold improvement              - 0 -      12,839
                                    ----------  ----------
                                      276,758     476,942
     Less accumulated depreciation   (148,004)   (295,099)
                                    ----------  ----------
                                    $ 128,754   $ 181,843
                                    ==========  ==========


6.   INTANGIBLE ASSETS

     At December 31, 2001 and 2000, intangible assets consists of the following:

                                        2001      2000
                                      --------  --------

       Goodwill                       $      -  $219,850
       Patents                         206,210   206,210
       Trademarks                       57,408    57,408
                                      --------  --------
                                       263,618   483,468
       Less accumulated amortization   179,696   182,139
                                      --------  --------

                                      $ 83,922  $301,329
                                      ========  ========

     As  of  December  2001,  the  Company  recorded  a  goodwill  write-down of
     $150,385,  which  reflected  the write-off of the remaining goodwill of the
     company.  Goodwill  was  determined  to  have  been impaired because of the
     current  financial  condition of the Company and the Company's inability to
     generate future operating income without substantial sales volume increases
     which  are  highly uncertain. Furthermore, the Company's anticipated future
     cash  flows  indicate that the recoverability of goodwill is not reasonably
     assured. Prior to December 31, 2001, goodwill was being amortized using the
     straight-line  method over  5  years.


                                      F-11
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.   BANK LINE OF CREDIT

     The  Company  has an unsecured $70,000 line of credit with a Bank. The line
     of  credit matures November 2002. Interest is payable monthly at a variable
     rate  (11%  at  December  31, 2001). Outstanding borrowings at December 31,
     2001  and  2000,  were  $57,100  and  $66,127,  respectively.  The  line is
     personally  guaranteed  by  the  Company's  President  and  Chief Executive
     Officer.

8.   NOTES  PAYABLE

     At  December  31,  2001  and  2000,  notes payable to individuals which are
     unsecured.  The  notes  are  as  follows:

                                                           2001     2000
                                                         --------  -------

       Notes payable, individuals, payable on demand
       plus interest at rates ranging from prime to 18%  $119,091  $84,468

       Less current portion                                69,091   34,468
                                                         --------  -------

                                                         $ 50,000  $50,000
                                                         ========  =======

     The  following  is  a  schedule  by  years  of the future minimum principal
     payments  on  the  Company's  long-term  debt:

          Years ending December 31,
                   2002              $  69,091
                   2003                 50,000
                                     ---------
                                     $ 119,091
                                     =========

9.   COMMITMENTS  AND  CONTINGENCIES

     Operating  Leases - The Company leases its facilities and various equipment
     ----------------
     under  non-cancelable  operating  leases.  Future  minimum  lease  payments
     required under non-cancelable operating leases with initial terms in excess
     of  one  year  were  as  follows  at  December  31,  2001  and  2000:

                         Year Ending
                         December 31,
                         ------------
                         2002                            $  87,216
                         2003                               95,561
                         2004                               94,451
                         2005                               56,177
                         2006                                   66
                                                         ---------

                                                         $ 333,471
                                                         =========

     Rent  expense  under  operating leases included in the financial statements
     for  the  years  ended  December 31, 2001 and 2000 was $71,800 and $69,333,
     respectively.

     Employment  Agreements  -  The  Company  has  entered  into  an  employment
     ----------------------
     agreement  with  Donald  A.  Anderson, its president and major shareholder,
     dated  July 1, 1998, which expires on December 31, 2002. This agreement has
     an  automatic  renewal provision which allows renewal for a one year period
     on  the  same  terms and conditions unless either party gives notice to the
     other  party of at least ninety days prior to the expiration of the term of
     their  intention  to  renew  the  agreement.  The  agreement  may  only  be
     terminated  by the Company if there is a willful breach or habitual neglect
     of  duties  relating to performing terms of the agreement or there are acts
     of  dishonesty,  fraud  and misrepresentation. The agreement provides for a
     base salary of $90,000 per year and an automobile expense allowance of $750
     per  month.

     In addition to the fixed salary, Mr. Anderson is to receive under the terms
     of  this agreement a sum equal to five percent (5%) of the net earnings, as
     defined,  of  the  Company  for  each  fiscal year (provided, however, such
     additional  compensation  for  any  fiscal  year will not exceed $200,000).
     Since  the  date  of  this  agreement, there have been no net earnings upon
     which  to  pay  such  additional  amount.


                                      F-12
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Personal  Services  Agreement  -  Effective  December 31, 2000, the Company
     -----------------------------
     executed  a personal services agreement with Peter Alliss, an international
     golf  personality,  to serve as the Company's spokesman in the marketing of
     its  golf  clubs  and  related  products  for  a  period of three years. In
     connection  with  the  agreement,  the Company issued 250,000 shares of its
     common  stock valued at $30,000, and warrants to purchase 250,000 shares of
     its  common  stock  at an exercise price of $0.50 per share for a period of
     five  years  from  the  date  of  the  agreement.

10.  LITIGATION

     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  an  additional  approximately 8,500,000 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.

11.  RELATED PARTY TRANSACTIONS

     The Company has notes payable to shareholders totaling $105,666 and $48,655
     as  of December 31, 2001 and 2000, respectively. The notes bear interest at
     10%  and  are  payable  on  demand.

12.  INCOME  TAXES

     For  the  years  ended December 31, 2001 and 2000, the provision for income
     tax  expense  consists  of  the  following:

                                   2001          2000
                                -----------  -------------
       Deferred:
         Federal                $  159,200   $    787,300
         State                  $   44,400        271,500
         Valuation allowance     ($205,600)   ($1,058,800)
                                -----------  -------------
                                $        0   $          0
                                ===========  =============

     The  tax  effects  of  the  major items recorded as deferred tax assets and
     liabilities  at  December  31,  2001  are  as  follows:

       Net operating loss carryforward  $ 1,200,000
       Allowance for doubtful accounts       17,600
       Allowance for warranties              22,900
       Non-deductible accruals               31,000
       Depreciation                         (21,600)
       Other                                 14,500
                                        ------------
                                          1,264,400
       Valuation allowance               (1,264,400)
                                        ------------
                                        $         0
                                        ============

     For  the  years  ended December 31, 2001 and 2000, the provision for income
     tax  expense  consists  of  the  following:

     Deferred  income  taxes  are  provided for the tax effects of net operating
     loss carryforwards and temporary differences in the reporting of income for
     financial  statement  and  income  tax  reporting  purposes,  and  arise
     principally  from  the use of different methods in reporting deductions for
     depreciation,  bad  debts  and  state  income  taxes.

     As  of  December  31, 2001, the Company has federal and state net operating
     loss  carryforwards  of  approximately  $6,336,000  and  $3,766,000,
     respectively.  The  carryforwards expire through 2016 for federal and state
     purposes. The deferred tax benefit has been offset by a valuation allowance
     due  to  the realization of these carryforwards being doubtful. No deferred
     tax  asset  has  been  recognized  in  the financial statements due to this
     uncertainty.


                                      F-13
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13.  SHAREHOLDERS'  EQUITY (DEFICIT)

     Preferred  Stock  -  On  September  27,  1999,  the Company entered into an
     ----------------
     agreement for the sale of 210,526 shares of its Series A Senior Convertible
     Preferred  Stock,  par  value  $.001, for $2,000,000, which was received in
     cash  during  October 1999. The following fees were paid in connection with
     this  financing:  (a) a finders fee in the amount of $200,000, (b) warrants
     to purchase 20,000 shares of common stock at $1.00 per share, and (c) 1% of
     all  royalties  to  be  received  by  the  company  pursuant  to  a related
     Distribution  Agreement.

     The  shares of preferred stock are convertible into shares of the Company's
     common  stock  equal to 14.3% of the then post-converted outstanding common
     stock  of  the  Company.  At December 31, 2001 the 245,030 preferred shares
     were  converted  to  2,450,300  shares of common stock. During the year the
     preferred stockholders voted on an "as if converted" basis. During 2001 and
     2000,  dividends  on preferred stock in the amount of $110,704 and $127,590
     were  paid  in the form of 11,802 and 13,432 additional shares of preferred
     stock,  respectively.  Pursuant  to  the anti-dilution clause, on April 11,
     2000,  3,170  shares  of preferred stock were issued as a result of the Bel
     Air  acquisition.

     Common  stock  purchase  warrants  entitling the holder to purchase 330,000
     shares  of  common  stock  were also issued to the buyer. Such warrants are
     exercisable  at  a  price  of  $1.00 per share for a period of three years.


                                      F-14
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     During  2000,  accounts  payable  in  the  aggregate amount of $19,500 were
     converted  into  90,000 shares of the Company's common stock. Additionally,
     wages  accrued  to  the  Company's President in the amount of $167,300 were
     converted  into  839,750  shares of the Company's common stock. Also during
     2000,  the  Company issued 1,162,500 shares valued at $175,375 for services
     rendered.

     Warrants - During 2000 warrants to purchase 640,000 shares of common stock,
     --------
     at  prices  ranging  from  $0.50  to  $2.00  per  share  were  issued  to
     non-employees for services rendered. Also, warrants were issued to purchase
     20,000  shares  of  common  stock  at  $1.06  per  share  for  loan  fees.

     Information  regarding  the  Company's  warrants  is  as  follows:

                                          Weighted
                              Shares       Average   Weighted     Aggregate
                            Underlying    Exercise    Average     Exercise
                             Warrants        Price  Fair Value      Price
                           ------------  ---------  -----------  -----------
     BALANCE
       DECEMBER 31, 1999     2,119,679        0.68         0.93   1,450,181
     Granted                 1,207,500        0.70         0.13     842,750
     Canceled               (1,578,175)       0.52         0.53    (827,681)
     Exercised                     ---         ---          ---         ---
                           ------------  ---------  -----------  -----------
     BALANCE
       DECEMBER 31, 2000     1,749,004   $    0.84  $      0.74  $1,465,250
                           ============  =========  ===========  ===========

     Granted                       ---         ---          ---         ---
     Canceled                 (467,940)       0.52         0.53    (584,000)
     Exercised                     ---         ---          ---         ---
                           ------------  ---------  -----------  -----------
     BALANCE
       DECEMBER 31, 2001     1,281,064   $    0.56  $      0.65  $   881,250
                           ============  =========  ===========  ===========


                                      F-15
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The  following  table summarizes the information about warrants outstanding
     at  December  31,  2001:

                                      Shares    Weighted Average
                                    Underlying     Remaining
                   Exercise Price    Warrants   Contractual Life
                                    ----------  ----------------
                   $         0.35     390,000         4.8 years
                   $         0.50     250,000           4 years
                   $         0.62      84,564           2 years
                   $         1.00     500,000         1.8 years
                   $         1.06      20,000           2 years
                   $         1.50      27,500         1.4 years
                   $         0.50       9,000          .1 years
                                    ---------
                                    1,281,064
                                    =========

     The  Company  accounted for warrants granted to non-employees in accordance
     with  SFAS  No.  123  which  requires  non-cash  compensation  expense  be
     recognized  over  the  expected period of benefit. During 2000, the Company
     recognized  non-cash  compensation  expense  of  $29,899  for  warrants  to
     purchase  shares  of  the  Company's  common  stock.

     During  2000,  warrants  to  purchase  640,000  shares of common stock were
     issued  for  services  and  warrants  for  567,500  shares  were  issued in
     connection  with  acquisitions.  During  2000,  warrants to purchase 70,000
     shares of common stock were issued for services, warrants to purchase 9,000
     shares  were  issued as additional interest and warrants for 455,075 shares
     were  issued in connection with the sales of common stock. No warrants were
     issued  during  2001.

     Stock  Options  -  in  October  1997, the Board of Directors of the Company
     --------------
     a  stock  option  plan  entitled  "GolfGear  International, Inc. 1997 Stock
     Option  approved  Plan" ("Plan"). This Plan is intended to allow designated
     officers  and employees and certain non-employees of the Company to receive
     stock  options to purchase the Company's common stock and to receive grants
     of  common stock subject to certain restrictions as more fully described in
     the  Plan.  The  Plan has reserved 2,642,625 shares of the Company's common
     stock,  subject  to  adjustments,  that  may  be  issued  under  the  Plan.

     The  Plan  provides  for the granting to employees (including employees who
     are  also  directors  and  officers)  of  options  intended  to  qualify as
     incentive  stock  options within the meaning of Section 422 of the Internal
     Revenue  Code  of  1986,  as amended, and for the granting of non-statutory
     stock  options  to  directors,  employees  and  consultants.  The  Plan  is
     currently  administered  by  the  Board  of  Directors  of  the  Company.

     The  exercise  price per share of incentive stock options granted under the
     Plan must be at least equal to the fair market value of the common stock on
     the  date  of  the  grant.  With respect to any participant who owns shares
     representing  more  than  10%  of  the  voting  power of all classes of the
     Company's outstanding capital stock, the exercise price of any incentive or
     non-statutory  stock  options  must  be  equal to at least 110% of the fair
     market value of the grant date, and the maximum term of the option must not
     exceed  five  years.  Upon  a merger of the Company, the option outstanding
     under  the  Plan  will  terminate  unless  assumed  or  substituted  by the
     successor corporation. As of December 31, 2001, 2,711,601 options have been
     granted  under the Plan, including 752,350 options granted to the Company's
     President as follows: 352,350 during 1997 that are exercisable at $0.62 and
     expire  in  October 2002, 250,000 during 2000 that are exercisable at $0.55
     and  expire  in  December  2005,  and  in  December  2001, 150,000 that are
     exercisable  at $0.50 and expire in December 2006. 150,000 options that had
     been  granted  expired  in  August  2001.

     During  2001,  141,661  options  were granted to an officer of the company.
     These  options  expire  through  December  2006.


                                      F-16
<PAGE>
                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Information  regarding  the  Company's  stock  options  is  as  follows:

                                        Weighted
                             Shares      Average    Weighted     Aggregate
                           Underlying   Exercise     Average     Exercise
                             Options      Price    Fair Value      Price
                           -----------  ---------  -----------  -----------
     BALANCE
       DECEMBER 31, 1999    1,979,904        0.91         0.58   1,794,376
     Granted                1,380,000        0.91         0.10   1,261,250
     Canceled                (737,115)       1.63         1.04  (1,202,500)
     Exercised                      -           -            -           -
                           -----------  ---------  -----------  -----------
     BALANCE
       DECEMBER 31, 2000    2,622,789         ---          ---   1,853,126

     Granted                  591,666         .45         0.10     267,166
     Canceled                (502,854)       3.62         2.29  (1,822,500)
     Exercised                    ---         ---          ---         ---
                           -----------  ---------  -----------  -----------
     BALANCE
       DECEMBER 31, 2001    2,711,601   $     ---  $       ---     297,792
                           ===========  =========  ===========  ===========

     The  following  table  summarizes  the  information  about  stock  options
     outstanding  at  December  31,  2001:

                                      Shares    Weighted Average
                                    Underlying     Remaining
                   Exercise Price    Options    Contractual Life
                                    ----------  ----------------
                   $         0.50     525,000           5 years
                   $         0.25      16,666         4.5 years
                   $         0.01      50,000          .9 years
                   $         0.50   1,055,000           4 years
                   $         0.55     325,000           4 years
                   $         0.57     387,585          .7 years
                   $         0.62     352,350          .7 years
                                   ----------
                                   2,711,601
                                   ==========

     The  Company accounted for stock options granted to employees, officers and
     directors  under  APB  Opinion  No.  25.  "Accounting  for  Stock Issued to
     Employees,"  under  which no compensation cost has been recognized. Options
     granted to non-employee directors are accounted for in accordance with SFAS
     No.  123.  Had  the compensation cost for the options been determined based
     upon  the  fair  value  at  the  grant date consistent with the methodology
     prescribed under SFAS No. 123, the Company's net loss and basic and diluted
     loss  per share in 2001 would have been increased by approximately $117,167
     and  $0.008  per  share,  respectively  ($82,500  and  $0.0056  per  share,
     respectively,  in  2000).

     The  fair value of the warrants and option granted is estimated on the date
     of  grant  using  the  Black-Scholes  option  pricing  model with following
     weighted  average  assumptions:  dividend  yield of 0%, volatility of 100%,
     risk-free  interest  rate  of  6.7%  and  an  expected  life of five years.

     The  effect  of  applying  SFAS No. 123 in this pro forma disclosure is not
     indicative  of  future  results.

13.  SUBSEQUENT EVENT (UNAUDITED)

     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 is being held by the
     Company  as  security  for  payment of the promissory note. In the event of


                                      F-17
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                  GOLFGEAR INTERNATIONAL INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     default  of  payment  of  the  promissory note or the failure to provide at
     least  $2,000,000  in  financing  within  90  days  as discussed below, the
     purchase  price of the initial shares of common stock purchased represented
     by  the  $200,025  payment  shall  be retroactively adjusted from $0.075 to
     $0.25  per  share.

     In  conjunction  with a subscription agreement executed by Wyngate, Wyngate
     and  its  President,  Peter  H. Pocklington, have the exclusive right for a
     period  of  90 days to implement a second stage of financing in the form of
     the  sale  by  the  Company  to  accredited  investors  only of convertible
     debentures in an aggregate amount ranging from a minimum of $2,000,000 to a
     maximum of $4,000,000, which will be convertible into common stock at $0.25
     per share for a period of 12 months commencing six months after the initial
     sale  of  the  debentures.  The debentures will be secured by the Company's
     patents,  trademarks, and other intangible assets. For each share of common
     stock  issued  upon conversion of the debentures, one common stock purchase
     warrant will be issued, which will be exercisable for a period of 18 months
     at  $0.10  per  share.

     The subscription agreement also provides, upon the successful completion of
     the  contemplated  financing, that Peter H. Pocklington will have the right
     for  an 18 month period to have the Company acquire Meditron Medical, Inc.,
     a  Canadian  corporation  controlled  by Mr. Pocklington. Meditron Medical,
     Inc.  is  engaged  in the medical manufacturing sales business and would be
     acquired  in  a  reverse  merger  transaction  through  the issuance of the
     Company's  common  stock,  at  an  agreed  value  of  $0.25  per  share.

     The  completion  of  the  second  stage  of  the financing will result in a
     majority of new directors being named to the Board of Directors, with Peter
     H.  Pocklington  being  appointee  Chairman  and  Chief  Executive Officer.
     Although the Company expects that the second stage of the financing will be
     completed  during the next two months, there can be no assurances that this
     financing  will  be  completed.

     The  proceeds  from  the  sale  of  the debentures will be used to fund the
     production  and  distribution  of an infomercial, sales and marketing, tour
     promotion,  inventory  purchases, repayment of loans and advances, accounts
     payable,  accrued  expenses,  product  development,  patent  development,
     litigation,  and  general  operating  expenses.




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