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

                                   FORM 10-KSB

[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.


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<PAGE>
     This  Annual  Report  on Form 10-KSB for the fiscal year ended December 31,
2001,  contains  forward-looking  statements  relating  to  future events or the
future events or the future financial performance of the Company, including, but
not  limited  to, statements contained in "Business' and Management's Discussion
and Analysis or Plan of Operation."  Readers are cautioned that such statements,
which may be identified by words including "anticipates," "believes," "intends,"
"estimates,"  "expects,"  and  similar  expressions,  are  only  predictions  or
estimations  and  are  subject to known and unknown risks and uncertainties.  In
evaluating  such  statements,  readers  should  consider  the  various  factors
identified  in  this  Annual  Report  on  Form  10-KSB for the fiscal year ended
December  31,  2001,  which could cause actual events, performance or results to
differ  materially  from  those  indicated  by  such  statements.


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<PAGE>
                                     PART I.

ITEM 1.     DESCRIPTION OF BUSINESS

Organization of Business

     GolfGear  International,  Inc.,  a  Nevada  corporation  (the  "Company"),
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  November  20,  1997,  reorganization  between  GolfGear
International, Inc. ("GGI"), which, through its predecessors, has been active in
the  golf  business since 1990, and HHI, a non-operating public corporation.  By
the filing of an Amendment to the Articles of Incorporation filed on December 1,
1997,  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 shares
of  common  stock, became the controlling shareholders of the Company, effective
December  5,  1997.  A  one  for  two  reverse  stock  split of HHI's issued and
outstanding shares is reflected in an Amendment to the Articles of Incorporation
filed  on  December  4,  1997.

     The  Company's  executive  offices  are  located  at  5285  Industrial Way,
Huntington  Beach, California 92647, and its telephone number is (714) 899-4274.
The  Company's  fiscal  year ends on December 31.  Currently, the Company has 17
full-time  employees  (three in administration and five in support services) and
seven  independent  sales  representatives.  None of the Company's employees are
subject  to  a  collective  bargaining  agreement.

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(see  "Recent  Financing"),  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.

Recent  Financing

     On April 8, 2002, GolfGear International, Inc. (the "Company") entered into
a  stock  purchase  agreement  (the  "Agreement") with Wyngate Limited, a Jersey
Limited  Company  ("Wyngate"),  whereby  Wyngate  agreed  to purchase 15,000,000
shares  of  the  Company's  common  stock  at  $0.075 per share for an aggregate
purchase  price  of  $1,125,000.  Of  the purchase price, $200,025 was paid upon
execution  of the Agreement and Wyngate executed a promissory note with interest
at  2.88%  per  annum  in  favor  of  the  Company  for the balance of $924,975.
Pursuant to the promissory note, the balance is due and payable October 8, 2003.
The  promissory  note  is  secured  pursuant  to a stock pledge agreement, which
pledges  12,333,000  shares  of  the  common  stock,  which shall be held by the
Company as security for payment of the promissory note.  In the event of 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  adjusted  from  $.075  per  share  to  $0.25,  retroactively.

     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  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  intangible  assets.  For  each  share  of  common  stock  issued upon
conversion  of  the debenture, one common stock purchase warrant will be issued,
which  will  be  exercisable  for  a  period  of  18  months at $0.10 per share.
Additionally,  the  subscription  agreement  provides,  upon  the  successful
completion  of  the financing contemplated, that Peter H. Pocklington shall 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 appointed as Chairman.  Although the Company expects that the
second  stage  will  be  completed  within  the next two months, there can be no
assurances  that  this  financing  will  be  completed.

Description  of  Current  Business

     The  Company  designs,  develops  and markets innovative premium golf clubs
intended  to  improve the quality and performance of a golfer's game.  Utilizing
patented forged face insert technology, the Company has created a new generation
of  metal woods.  The Company believes that the concept of producing a golf head
with  a  forged  face metal insert fixed to the body of an investment cast shell
(head)  is  a  significant  improvement in the approach to making a wood or iron
head.


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<PAGE>
     The  Company believes that its forged face metal wood combines the accuracy
and forgiveness of the investment cast metal wood with the feeling, strength and
power  that  can only come from forged metal.  The Company has also applied this
same  technology  to  irons,  creating  a state-of-the-art forged face iron that
features  the  same  forged  face  metal  insert  bonded  to  a  cavity-back,
investment-cast  club  head.  This  technology  produces clubs that have a solid
sweet spot, producing maximum energy transfer, which in turn provides consistent
distance  and  accuracy,  even  if  miss-hit.

     The  Company  sells  a full line of patented metal woods and irons marketed
under  various  names,  including  Tsunami  titanium  drivers,  which were first
introduced  in 1997 and which have been updated and revised on a periodic basis.
The  Company  has  now recently introduced Tsunami fairway woods and irons.  The
Company  offers  drivers in several sizes ranging from 300 cc's to 340 cc's, and
has  plans to introduce a 360 and 400 cc driver late in the spring of 2002.  The
Company  is  attempting to utilize its patented technology to develop a position
as  a major brand name in the golf industry.  The Company also sells a full line
of  leading  putters called "The Claw," as well as a full line of player's brand
junior  clubs.  The  Company  plans  on introducing a new, more colorful line of
junior  clubs  in  summer  2002.

     All of the Company's products are intended to offer retailers a substantial
profit  margin,  in  contrast to many of the competitive golf products currently
offered  for sale at off-course retailers and discounters.  Several of the major
companies  in  the  golf hardware industry have moved to capture market share by
sacrificing  their  retailers'  margins.  These  companies  are  selling through
discounters  and  warehouse  stores.  The  Company  believes that this situation
offers  a  substantial  area  of opportunity, since its proprietary products can
provide  better  margins  to  retailers.

     The  Company's  objective  is  to become a leading manufacturer of drivers,
irons,  wedges  and putters utilizing, wherever possible, its proprietary forged
face  insert technology.  To achieve this objective, the Company is focusing its
market  strategy  on  enhancing  the  reputation of its products, increasing its
market  penetration of its products and continuing the development of innovative
clubs,  and  the refinement and improvement of existing technology.  An integral
part  of  this  strategy  is  the  expansion  of  the  Company's  marketing  and
advertising  efforts  to  target  both  domestic  and  international sales.  The
Company's  domestic  marketing  strategy  is to create product awareness through
various means, including infomercials, print advertising, television commercials
and other promotional activities such as on-course golf pro shop demonstrations.
The Company will also seek to obtain the  endorsement of its products by touring
professional  golfers,  who  would  be expected demonstrate the effectiveness of
forged  face technology and provide valuable exposure.  The Company also intends
to  expand  its  line  of  clubs  by  developing,  acquiring  or  licensing  its
technologies  to  other  golf  manufacturers.  The  ability  of  the  Company to
implement  its  marketing  strategy  is  subject to the Company having access to
adequate  capital,  which  it  currently  does  not  have  (see  "Management's
Discussion  And  Analysis  Or  Plan  Of  Operation").

Industry  Background

     There are approximately 26 million golfers in the United States today, with
approximately  5.4 million of those being avid golfers (defined as those golfers
playing  25  or  more  rounds per year).  The sport is popular with both men and
women.  Its popularity is gaining around the world.  It is one of the few sports
in which players spend more money as they get older.  Golf equipment and related
merchandise  account  for  approximately  $5  billion  in  annual  sales.

     The  industry  comprises  several  types of golfers - avid, medium, new and
casual.  Avid golfers play frequently and spend significantly larger amounts for
brand  name  equipment.  Medium  golfers  play  more  frequently, are less brand
conscious  and play with either graphite or steel shafted clubs.  Casual golfers
play  several  games  a month and represent the largest group with the potential
upward  movement  from  one  category  to  another.  New  golfers  as  beginners
typically  use  lower  cost  steel  shafted  clubs,  with a smaller number using
graphite  shafted  clubs.

     Market  leaders follow a similar pattern.  Each established a market niche.
Callaway  introduced the oversize metal wood to the market.  Cobra followed with
oversize  perimeter  weighted  irons.  Each incorporated brand identity, product
innovation and tour validation, from the PGA Tour to the LPGA Tour to the Senior
Tour.


                                        4
<PAGE>
     The  Company's  niche  in  the marketplace is the forged face metal insert.
Over  the  past  several  years,  clubs  have become larger, longer and lighter.
Inserts  offer  a  more  dense  sweet  spot,  superior  weight  distribution and
cutting-edge technology.  All-titanium drivers have become common because of the
move to the larger size heads.  However, there is a cost factor involved in this
transition.  Fairway  woods  do  not  need to be made completely of titanium.  A
stainless  steel  shell  can be used with a forged titanium insert, making these
woods more affordable.  The customer can purchase a competitively priced fairway
wood  from  the  Company  at  25%  less  than  comparable  all-titanium  woods.

     Because  management  has  first-hand  experience  working  with  touring
professionals,  the  Company believes it will be able to obtain product exposure
from  the  various  tours  and  anticipates major touring professional exposure,
subject  to  the  availability  of  adequate  operating  capital.

     The  Company  believes that the market for golf clubs is cyclical, and that
the consumer is now ready for something new.  Most of the sets sold by the major
club  manufacturers  in  the  last  ten  years  are  now  aging  and  there is a
substantial  replacement  market  developing.  Even  the average golfer needs to
upgrade  and  replace  certain  clubs on a regular basis.  Some competitors have
experienced  tremendous  growth  throughout the 1990s by riding this cycle.  The
Company believes that it has the opportunity to be a major candidate to fill the
product  that  will be sold in this next growth cycle.  The Company's brand name
remains  underdeveloped  while  other  brands have begun to erode as a result of
having  sold their popular models "down market".   Large established brands such
as  Callaway  will continue to do well based on their ability to heavily promote
their  products  on  various  professional tours and through major retailers and
television  advertising  campaigns.

Competition

     Spalding,  MacGregor,  and Hogan are well-recognized old-line names in golf
equipment.  Names  currently  dominating the industry's premium-brand sector are
Callaway,  Titleist,  Cobra,  Taylor  Made,  Mizuno,  Ping  and  Cleveland Golf.
Obsolete  are the old-line companies of the 1960's and 1970's, which the Company
believes  today  offer  lackluster equipment using other sports to promote their
names  in golf.  Today, companies such as Callaway, Karsten Manufacturing (Ping)
and American Brands (Titleist) are leading a wave of golf-focused idealism among
consumers.  Nike  Golf  is  the  latest  of the new breed to enter into the golf
hardware  market.  Nike  is heavily promoting forged metal woods and irons.  The
dominating  golf  companies  are  innovative,  having  created  new  equipment
categories  or  having  already  established  a  market leadership position in a
particular  category,  such  as  oversized  metal  woods  or  irons.

     The  Company competes in the premium-priced technology based segment of the
golf  club  manufacturing  industry.  This  market  for  golf  clubs  is  highly
competitive,  with  many  established  companies competing in this market having
greater  financial  and  other  resources.  The  Company  believes  that  its
technology,  product  quality  standards,  and competitive pricing structure can
provide a competitive edge in the market. The Company introduced a line of lower
priced  irons  and  woods under the Leading Edge brand in May 2001 (see "Leading
Edge  Acquisition").  The  Company believes that a lower priced set of clubs has
the  potential  to  add  to  its  revenue.  The Company is also selling a medium
priced  set  of  clubs for women under the name "Diva", to fill what the Company
perceives  as a void in the industry for medium priced women's clubs.  These two
new  lines  will  continue  through  2002.

Business  Strategy

     The  Company  competes  in  the  premium  quality  segment of the golf club
industry, a growing and highly competitive area.  The Company introduced the new
over-sized Tsunami iron at the PGA show in Orlando in January 2002.  The Company
also  introduced  a  new  series  of Tsunami fairway woods at the show.  The new
Tsunami  irons  and  fairway  woods  compliment the 340 cc and 300 cc DF Tsunami
drivers  that  have  been  positioned  in  the  high  of  the market since their
introduction  in 2000 and 2001.  RankMark, the Golf Industry's premier golf club
testing  company, recently ranked the GolfGear Tsunami Driver #1 in distance out
of  approximately 40 of the industry's major name brand drivers.  The driver was
also  ranked  #3  in  accuracy  and  rated #2 overall out of all drivers tested.

     The Company increased its sales staff in the fall of 2001.  The objective
was to increase the domestic sales force by adding several new independent sales
representatives.

     The  Company  occupies an 11,000 square foot facility located in Huntington
Beach,  California,  which  provides  the  Company  with sales offices, customer
service  operations, the capability to conduct telemarketing operations, as well
as  space  for assembly, finished goods inventory, product staging and shipping.
The  Company  continues  to  subcontract  some  of  its  assembly  operations.


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<PAGE>
Overall  Marketing  Strategy

     The  Company  intends  to  concentrate  its  marketing  efforts  in  direct
marketing techniques, including infomercials, which have evolved in recent years
as  a successful medium for marketing golf products, subject to the availability
of  adequate  operating  capital.

     There  is much greater direct access to the golf consumer today.  Until the
past  few  years,  if  a company wanted to sell golf clubs, its salesmen visited
on-course  pro shops to make the sale.  These shops are limited in the number of
clubs  they  can stock and in the funds available to purchase stock.  The growth
of  the off-course golf shops, with its large multi-brand inventory and multiple
locations, has changed the way golf clubs are sold and advertised.  In addition,
it  is  now standard industry practice to sell via direct advertising as well as
to  the  on-  and  off-course  shops.

     The  Company  initially  focused  its sales efforts on advertising in trade
publications to reach the on- and off-course shop buyers, then advertised in the
consumer  publications  such as Golf Digest, Golf World, Golf Tips, PGA Magazine
and  GolfWeek.  Its  distributors  advertised  overseas in similar publications.
The  Company  expends  a  substantial  amount of effort selling clubs in foreign
markets,  with  the  objective  to  have  50%  of  sales  from  foreign markets.

     The golf club industry is highly seasonal, with most companies experiencing
up  to  60%  of  sales between February and June with an additional 20% of sales
occurring  between  October  and  December for the Christmas buying season.  The
majority  of  the  Company's  products  are introduced in January at the Florida
International  PGA  Show,  and in August at the Nevada International PGA show in
Reno,  Nevada.  The Company's distributors also attend shows in their respective
territories,  such  as  Germany,  and  China.

     The  Company attends nearly every major industry trade show.  The Company's
management has given numerous trade industry press conferences around the world,
maintaining a high profile and high degree of respect in the industry press. The
Company  will  also  be  attending  more consumer-oriented shows to develop more
brand  awareness.  These  shows  have become very popular on a nationwide basis,
and  can  be  a  key  element  is  broadening  distribution  in  these  markets.

     The  Company  is  becoming  increasingly  active  at  key  demo days.  Most
companies  have  used some sort of demo program to gain exposure at golf courses
and  private country clubs.  The Company acquired one tour van in 2000, and, one
in  the  spring  of 2002, that are scheduled across the country, focusing on the
most  prestigious facilities.  The Company is technology driven and the consumer
has  shown  a  desire for more technical information at recent demo events.  The
Company has performed extremely well when in direct competition with the biggest
competitors  in  the  business.  At several events in 2000 and 2001, the Company
outsold  the  competition and continues to do equally as well in 2002.  The demo
programs  are  intended  to  supplement the Company's other promotional efforts.

     Currently,  the  Company  depends on four major customers for approximately
50%  of  its  sales.  During  late 1999, the Company entered into a Distribution
Agreement with MC Corporation of Tokyo, Japan.  This agreement was terminated on
March  5, 2002.  See "Legal Proceedings."  The Company plans to continue selling
clubs  in  Japan  as  well  as other parts of Asia and entered into an exclusive
distribution  agreement  to  have  its clubs sold in mainland China, Macao, Hong
Kong  and  Taiwan.  See  "International  Business.".  The  Company  expects  to
continue,  given  its  product  technology and marketing approach, to attempt to
increase  sales  in existing markets and distribution into additional geographic
regions.  The  Company  has  also  entered  into  a  distribution agreement with
Professional  Golf  Services  to  sell  its  products  in  Europe.

Product  and  Name  Endorsement

     The Company has periodically utilized touring professionals and former golf
professionals  to represent the entire line of the Company's golf products.  The
Company  currently  employs Gerry James, who is a PGA professional and is one of
the  longest ball hitters in the world (he currently has pending in the Guinness
Book  of  World Records a 473 yard drive).  Mr. James appears for the Company at
PGA  show events.  The agreement with Gerry James expired December 31, 2001, and
is  now  on  a  month  to month basis.  Effective December 31, 2000, the Company
entered  into an agreement with golf commentator Peter Alliss, pursuant to which
Mr.  Alliss  can  be  used in television commercials as well as a print media ad
campaign  (see  "Peter  Alliss  Personal  Service  Agreement").


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<PAGE>
Infomercials  and  Other  Marketing

     The  value  of infomercials lies in the creation of millions of interested,
informed and qualified prospects wanting to buy featured products in stores.  In
addition  to  selling products from television, infomercials can be an excellent
source of leads for telemarketing, for promoting a brand image and "pushing" the
retail store activity.  In conjunction with a production company named Script to
Screen,  Inc.,  the  Company  finished  its  first infomercial in May 1998.  The
Company  did  not  have  the  working  capital  resources  necessary to air this
infomercial.  The  Company is reviewing the possibility of revamping it, subject
to  available  financing.  The Company is also considering a second infomercial,
utilizing  perhaps  a  shorter format, to be produced in the later part of 2002,
again  based  on  available  financing.

     An  infomercial is typically a 30-minute program that is used to introduce,
market  and sell a product at the same time.  The infomercial has been a popular
way to save years of conventional marketing and selling methods, and is a faster
and  more  efficient way to provide the consumer with technical information that
may  lead  to  a  purchase.  An  infomercial  campaign  is  also  supported  by
conventional  selling  methods.

     The  Company  has  a  sales  force  consisting  of  seven independent sales
representatives,  which  enables  them to sell other non-competing lines such as
shoes  or  clothing.  In  some  areas,  the Company will have sub reps that will
assist  the  sales force with demo days and seminars.  Management is very active
in  this  field as well.  Management works weekends at demo days in order to get
feedback  from  the  consumer.  This  feedback  is important and provides direct
input  that  is  incorporated  at  sales  meetings  and  seminars.

     The  Company would support an infomercial with 60 second spots that enhance
the  Company's  exposure,  as  well  as  run  a  print  media  campaign  in such
publications  as  the  Wall  Street  Journal,  USA  Today  and  leading  golfing
publications,  among  others,  subject  to  available  financing.



                                        7
<PAGE>
International  Business

     The Company distributes golf clubs worldwide.  The Company is currently not
dependent  upon  selling  to  the European or Asian markets.  However, it is the
Company's  objective  that  approximately 50% of revenue be generated in foreign
markets.  This  strategy  provides  a  broader  market  opportunity and can help
offset  the  effects  of  regional  recessions and market trends.  The Company's
clubs will be sold through distributors in most countries, but in some cases the
Company  will  sell  direct  to  retailers.

     On  September  28, 1999, the Company announced completion of a distribution
agreement encompassing Japan with MC Corporation of Tokyo, Japan. This agreement
was terminated on March 5, 2002. See "Legal Proceedings." The Company intends to
continue  its  efforts to sell its premium Tsunami line of clubs in Japan, China
as  well  as  other  key  markets  within  Asia.

     On  October 29, 1999, MC Corporation made a $2,000,000 equity investment in
the  Company.  MC  Corporation purchased 210,526 shares of convertible preferred
stock  in the Company; convertible into 2,105,260 shares of common stock.  There
were  also warrants issued in connection with this financing to purchase 330,000
shares  of  common  stock  at  an  exercise price of $1.00 per share expiring in
October  2002.  The preferred stock will automatically convert into common stock
two  years  from  its  issuance.  Other  material  provisions  of this agreement
include the following: (1) the preferred stock has one vote per share, and votes
on  an  "as  if  converted" basis; (2) the common stock into which the preferred
stock  is  convertible  has  unlimited  piggyback  rights;  (3) no new shares of
preferred stock senior or equal to the preferred stock may be issued for so long
as  any of the preferred stock is outstanding; (4) for the one year period after
the  issuance  of the preferred stock, should the Company sell any securities at
an  effective  price  per common share of less than $0.95, then the Company will
adjust  the  conversion rate of the preferred stock into common stock to reflect
the  reduction in the effective price per common share; (5) MC Corporation shall
have  the right to elect one member of the board of directors for so long as the
preferred  stock  is  outstanding,  and  for a period of two years subsequent to
conversion  of  the  preferred  stock  into  common stock; (6) for the five year
period  after  issuance  of  the preferred stock, if the Company should sell any
shares  of common stock or other securities convertible into common stock in any
private  or  public  transaction,  then  MC  Corporation shall have the right to
purchase  a  sufficient  number  of the securities that are being sold under the
same  terms and conditions in order to maintain its 14.3% equity interest in the
Company;  and  (7)  upon conversion of the preferred stock into common stock, as
long  as the common stock continues to be held by MC Corporation during the five
year  period after the issuance of the preferred stock, the MC Corporation shall
have  the  same  anti-dilution  rights  as if it was still holding the preferred
stock.

     On  November  17, 2001, MC Corporation filed an action in the United States
District  Court,  Central  District  of  California,  alleging it is entitled to
approximately an additional 8,500,000 shares of the Company's common stock based
on  its  interpretation  of  a  reset  provision  contained  in the subscription
agreement discussed above.  The Company disputes this allegation and has filed a
cross-complaint  for  reformation  of  the  agreement  in  question.  See "Legal
Proceedings."

     On January 14, 1999, the Company entered into a Distribution Agreement with
GolfGear  Korea,  Ltd.,  a  South  Korean  corporation  (not affiliated with the
Company),  GolfGear  Korea, Ltd. for the exclusive rights to distribute products
of  the  Company  in  South  Korea  for  a period of three years.  Certain sales
performance  goals  are  set  forth  in  the  agreement.  Due  to current market
conditions  in  South  Korea,  GolfGear  Korea,  Ltd. was not able to meet their
performance  obligation  for  2001.  The  Company  terminated  this distribution
agreement  in  2001 and is now actively looking for a replacement distributor in
Korea.

     In  December  2000,  the  Company  entered into a three-year agreement with
Professional  Golf  Services  to  sell  the  Company's  products  in  Europe.

     In  September  2001,  the  Company  entered  into  an agreement with Yunnan
Znongri  Industry Co., Ltd. to distribute clubs throughout Mainland China, Macao
and  Taiwan.  Pursuant  to  the  agreement,  Znongri was appointed the exclusive
sales  distributor  in  Mainland China, Macao, Hong Kong and Taiwan for all golf
clubs,  parts  and  accessories  produced by the Company.  This agreement has an
initial  term of five years and will be extended automatically for an additional
five-year  period  unless  either  party  notifies the other of its intention to
terminate  said  agreement.


                                        8
<PAGE>
Technology

     Most  of the Company's clubs features its multi-patented forged face insert
technology  that  was  invented  and  developed  by  Company  founder  Donald A.
Anderson.  The  Company  currently  has  nine  patents on its forged face insert
technology and three patents on its putter technology.  The Company was recently
awarded  a  patent  in  Japan  covering  forged insert technology (patent number
3232320).

     In  the early 1990's, the Company, drawing on twenty years of research, did
what  had  never been done before: it installed a solid forged face metal insert
into  the  hitting  area of an investment-cast shell.  The Company's forged face
clubs  combined  the density, power and distance of solid forged metals with the
weight  distribution,  forgiveness and accuracy possible only in investment cast
woods  and  irons.  The  result  is  a  club  that  gives  measurably  superior
performance  because  it  has  a  much  more solid hitting area with more weight
around  the  perimeter  to  provide  an  extra  large  sweet-spot.

     The  Company had the foresight to begin patenting insert technology in 1989
in  the  United States and in major international markets, before the January 1,
1992  rule change by the United States Golf Association (USGA) and the Royal and
Ancient  (R&A)  Golf  Club  of  St.  Andrews,  Scotland,  which legalized insert
technology  in  both  metal  woods and irons.  As a result, the Company believes
that  its  patent  portfolio  with  respect  to  insert  technology  is the most
comprehensive intellectual property protection package of any participant in the
golf  club  industry.

     The  Company  believes that no other company or individual has secured more
coverage,  either  in  the  number  of  patents or in the scope of claims.  This
patent  technology  forms  the  basis  of the Company's business plan to exploit
insert  technology  as  the  next  wave  of  golf club design.  The Company also
expects  that  there  will be a significant opportunity to generate royalties by
selectively  licensing  this  technology  to  major golf club manufacturers. The
Company is aware of a number of potential infringers and is evaluating its legal
alternatives.

     By  attaching  a  solid  forged face metal insert into the cavity of a cast
club, the Company believes that it has created the most solid hitting surface in
golf  and has put 50% more club head mass where it counts - in the hitting area.
When  more  mass  meets  the  ball  at  impact and the mass is forged, not cast,
maximum  energy  is  transferred  to  the  ball  and  shots travel significantly
farther.  Forged metal can do this because it is more dense and has a more solid
molecular structure than cast metals.  Investment castings contain gas voids and
porosity that can cause hairline cracks or cave-ins and create dead spots. Also,
their  porous finish and inconsistent internal structure can affect playability.

     Management  believes that its patents are strong enough to make the Company
a significant player in the golf industry.  On January 1, 1992, the face of golf
equipment  changed when a USGA and R&A rule was changed to allow metal woods and
irons  with inserts.  The Company was founded in 1989 to prepare for the changes
it  anticipated  in  golf  equipment  design.  In the opinion of management, the
introduction  of its patented forged face woods and irons marked one of the most
significant  advancements in metal innovation and technology since the invention
of  the  original  metal  wood  more  than  20  years  earlier.

     After  creating  and  patenting  the  solid  steel  forged face insert, the
Company  has  continued  to stake out new ground, securing multiple domestic and
international patents for designs and inserts in several other materials such as
forged  titanium,  steel,  aluminum,  beryllium  copper and related alloys.  The
Company's  patents also include variable face thickness technology.  The Company
has  continued  to  retain and expand its position as the world leader in insert
technology  with  the  introduction of its Ti-Gear Irons, Ti-Gear Woods, TG-Tour
irons  and  woods  and  Tsunami  titanium  woods  and  irons.

     Forged  Face  insert  technology offers significant performance advantages.
The  Company's  equipment offers levels of performance that golfers all over the
world seek in a club, including such as attributes as  greater distance, a large
sweet  spot,  pin-point control, reduced vibration, increased velocity, accuracy
and  forgiveness,  and  product  identity.


                                        9
<PAGE>
Product  Line

     The Company's core product line is the Tsunami woods and irons.  Both woods
and  irons  feature  forged titanium inserts that are inset into stainless steel
shells,  which incorporate the latest in graphite shafts and grips.  The Company
has  recently  introduced  a  new  all-titanium  driver in a 9-degree loft named
"Tsunami."  At  340  cc  in  volume,  the  Tsunami is the Company's entry in the
super-size driver category.  The main body of the all-titanium Tsunami driver is
cast from aerospace-certified 6AL4V titanium and the face is fitted with a solid
forged  Beta  10-2-3  titanium  insert.

     The  Company's  patented  insert  technology  is  unique  because it can be
applied  to any new trend in golf clubs, including size, shape or material.  The
Company  already has developed prototypes of several additional irons using this
technology.  Although  brand name golf equipment companies become known by their
general  consumer acceptance, golfers today have a tendency to be attracted more
by  performance  and  technology and less by a name brand.  Companies can become
even  more  well  known  for  their  technological  superiority.

     Golfers  around  the  world  continue  to seek an individual club that will
assist  them  when  their skill level is overmatched.  Many golfers search for a
more  compromising  sand  wedge, putter, driver, or trouble club (such as the #7
wood).  The  Company  is  prepared to add a full collection of trouble clubs and
short  game  clubs.  Insert  technology can be applied to any club.  The Company
will  be  expanding  its  Arrowline  Series  of  putters featuring the Arrowline
patented  alignment concept.  The Company has successfully marketed the original
Arrowline  putter  series  for  several years.  The Company also plans to expand
into  a  full  line of utility clubs.  The Company believes that the single club
market  will  continue  to  grow  and the Company's insert technology can play a
major  role  in  gaining  identity  in  this  niche  market.

     The  Company  currently  offers  three  separate  product  lines. Under the
GolfGear  name brand, the Company sells a full line of forged insert metal woods
and  irons  under  the model name of Tsunami.  This line consists of a series of
Tsunami  forged  insert  drivers  ranging  from 300 cc to 340 cc's in size.  The
entire  line  of  Tsunami  drivers incorporates the multi-patented forged insert
technology.  The  Company  currently  uses  a  hybrid  10-2-3 double forged beta
titanium insert in it Tsunami drivers.  The Company plans on introducing two new
sizes  of  Tsunami  drivers, a 360 cc size and a super size 400 cc driver.  Both
new  drivers  will  use  the  GolfGear  patented  forged  insert  technology.

     The  Tsunami  line  also  has a full line of forged titanium insert fairway
woods  that are mechanically interlocked to a stainless steel shell. The Tsunami
fairway  wood  line consists of a #3, #3+, #5, #7, and #9 wood. The Company also
offers  the  #3, #5 and #7 in left hand versions. To compliment the Tsunami line
of  drivers  and  fairway  woods, the Company offers a full set of Tsunami irons
from  #3 irons through pitching wedge, and sand wedge. The new Tsunami iron also
features  GolfGear's  patented  forged insert technology. The Tsunami irons also
features  a  flow weighted cavity design, and custom graphite shaft whereas each
shaft  is  specifically  made for each iron. The design is based on torque, gram
weight,  flex  point,  and  spine.

     The  Company  also  offers  a  line  of  clubs specifically for women named
"Diva".  This line was originally introduced several years ago, and has recently
been updated with a new product renovation featuring offset woods and a new more
forgiving  iron  design.

      The  Company  also  sells  and markets a full line of Leading Edge Putters
named  "The  Claw".  The  Leading  Edge  Claw putter is best known as one of the
original  "Belly  Putters",  featuring putters in lengths from 33-36 inches, and
"Belly Putters" from 40-44 inches, and the original long putters that range from
45-52  inches. The patented unique Claw design has been used to win over 28 PGA,
and  PGA  Senior  Tour  events. The Company also produces a line of Leading Edge
woods and irons that retail in the mid-price point area of approximately $899.95
for  a  full  set  of  irons  and  woods.

     The  Company  also  sells  a full line of junior clubs under the Brand name
"Players  Golf"  which  was  purchased  by the Company in 1999. The current line
consists of a full line of junior clubs offered in three custom sizes for junior
golfers  ages  3-14  years  old. The Company is planning to launch a new line of
more  colorful  junior  clubs  in  the  summer  of  2002.


                                       10
<PAGE>
Bel  Air  Golf  Companies  Acquisition

     On October 1, 1999, the Company entered into an agreement to acquire all of
the operating assets of Bel Air Golf Companies, including the "Bel Air Golf" and
"Players  Golf"  trade names, consisting of inventory and intangible assets. The
Bel  Air  Golf  Companies  were  acquired  by  new  management  in  1997 and had
consolidated  unaudited  revenues of approximately $2,000,000 for the year ended
December  31,  1998.  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  the  Company.

     In  consideration  for  acquiring  these  assets,  the  Company  assumed
liabilities  of  approximately $50,000 and  issued 400,000 shares of  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 closed on April 11, 2000.

Leading  Edge  Acquisition

     On  August  30,  2000,  the  Company  entered  into  an agreement entitled,
"Agreement  for  Sale  and  Purchase  of  Assets",  with  Leading  Edge,  LLC, a
California  limited  liability  company,  for the acquisition of certain assets.
This  agreement  covers:  (i)  all  rights and interests in and to the design of
Leading  Edge  line  of  putters  which  includes technology, including patents,
trademarks,  copyrights,  trade-names, including the name Leading Edge, together
with  all  related  logos  which  are used in the sale, promotion and licensing;
(ii)  all  inventory,  including  the  assembled  parts, packaging and supplies;
customer  and  supplier  list; (iii) all office furniture, equipment, computers;
all  tooling,  molds  and  dies used in the manufacture of putters; and (iv) any
pending  sales  orders,  rights  under  contracts  and  leases  in  effect.

     In  consideration  for  acquiring  these  assets,  the  Company  paid  the
following: (i) 200,000 shares of  restricted common stock; and (ii) a warrant to
purchase  150,000  shares of common stock exercisable at $1.00 per share through
August  30,  2004.

Peter  Alliss  Personal  Service  Agreement

     Effective December 31, 2000, the Company entered into an agreement entitled
"Personal Services Agreement" with Peter Alliss - Golf Limited and Peter Alliss,
an  individual  (hereinafter collectively referred to as "Alliss").  Pursuant to
this  agreement,  Alliss gave the Company the right to use his name and likeness
to  act  as  spokesperson on behalf of the Company in all advertising, marketing
and promotion efforts and in all mediums including print and television, for the
Company's golf clubs and golf related products.  Pursuant to this agreement, his
likeness  can  be  used  and  Alliss' services can be provided in North America,
Central  America,  South  America,  Africa  (including South Africa), the Middle
East,  Far  East (including India) but exclude Australia, New Zealand, Malaysia,
the  United  Kingdom, Northern and Southern Ireland, Europe and Scandinavia.  In
consideration  for  this agreement, the Company agreed to pay Alliss (i) 250,000
shares  of the Company's restricted common stock; and (ii) a warrant to purchase
250,000  shares  of common stock exercisable at $0.50 per share through December
31,  2005.  The  agreement  also  provides  for  certain royalties to be paid to
Alliss  for  the  sale of golf clubs that bear his name or that are sold through
infomericals  in  which  Alliss  appears.  This agreement terminates in December
2003.

     By  execution  of  this agreement, the Company and Alliss mutually released
each  other and forever discharged each other from any and all claims or actions
arising  out  of  prior  agreements  or  disputes  between  the  parties.

Source  of  Supply

     There  are  five  primary  components  that are necessary to produce a golf
club.  The  Company currently purchases heads from two suppliers, and has access
to  several  manufacturers that are able to produce the same technology with the
same  quality  standards with competitive pricing.  The Company will continue to
test  components produced by other vendors in the event that they may be needed.
The Company is not dependent on one supplier.  The Company is constantly working
on  new materials and sources of supply in the event that additional vendors are
necessary.


                                       11
<PAGE>
Patents  and  Know-How

     The  Company's ability to compete effectively with other golf companies may
be  dependent,  to  a  large  degree,  upon  the  proprietary  nature  of  its
technologies.  The  Company  has  eight United States patents and one  patent in
Taiwan  and one in Japan relating to the forged face technology and four patents
relating  to  the  Company's  putter  technology.  The  Company also has several
patent  applications  pending.  The patents for insert technologies represent an
evolution  that  took  place  over a period of several years.  The first patents
cover simple combinations of forged and cast elements brought together to form a
golf  club  head.  Later  filed  patents  have  been directed toward alternative
mechanisms  for  holding  the  component parts together and alternative versions
using  various  combinations of metals including beta titanium.  Titanium is now
recognized  throughout  the  industry as a superior metal for use in golf clubs.
The  patented  putters  include  several  devices  that  provide  an  alignment
mechanism.  A  "virtual ball" marker allows the user to visualize the hit before
the  club  is  swung.  This enables the club to be aligned to the ball, allowing
the user to hit from the sweet spot of the club.  Additionally, the putter clubs
have heel and toe weighting to minimize club head rotation on impact, ensuring a
straighter  shot.

     Technology  in  the  golf  industry  changes  rapidly,  and there can be no
assurances  that  competitors may not engineer around the Company's patents.  In
general,  the  level of protection afforded by a patent is directly proportional
to  the  ability of the patent owner to protect and enforce its rights under the
patent.  Since  the  financial  resources of the Company are limited, and patent
litigation  can  be both expensive and time-consuming, there can be no assurance
that the Company will be able to successfully prosecute an infringement claim in
the  event that a competitor utilizes a technology that infringes on one or more
of  the patents owned by the Company.  The Company also relies, to an extent, on
unpatented know-how, trade secrets and technology, and there can be no assurance
that  other  companies  may  not  independently  develop substantially identical
technologies,  or  obtain  unauthorized  access  to  the Company's technologies.

     The  Company  received its eighth domestic patent (patent No. 5,720,673) on
insert  technology  on  February  4,  1998.  The new patent further broadens the
scope  of  the  Company's insert patent portfolio.  The new patent has a primary
function  of  providing a means of affixing the face insert to a cast club head.
The  insert is set into a recess, and locked into place by material being pushed
over  the  edge  of  the  insert,  thus  locking it permanently into place.  The
Company  has  also  received a patent issued in Taiwan.  The Company has several
other patents pending both domestically as well as internationally.  The Company
will  continue  to  focus on expanding its patent coverage on insert technology.
The  Company  received a patent on its insert technology in Japan in the fall of
2001.  The  patents  cover  a faceplate (insert) with a variable face thickness,
patent  Number  3232320.


                                       12
<PAGE>
ITEM  2.  DESCRIPTION  OF  PROPERTY

     The  Company's  headquarters are located at 5285 Industrial Way, Huntington
Beach,  California  92647, which consists of approximately 11,000 square feet of
office  and  warehouse  space,  pursuant  to a three-year lease agreement, which
expires  on  July  31,  2005.  The  Company  expects  that this facility will be
adequate  for  the  Company's  operations  during  the  term  of  this  lease.


ITEM  3.  LEGAL  PROCEEDINGS

     On  November  17,  2001,  MC  Corporation, a Japanese corporation, filed an
action against the Company in the United States District Court, Central District
of  California.  MC  Corporation had purchased 210,526 shares of Series A Senior
Convertible  Preferred Stock in October 1999 for $2,000,000, which automatically
converted  into  2,450,300  shares  of  common  stock in October 2001 (including
preferred  shares  received  as  dividends  and  pursuant  to  an  anti-dilution
provision).  MC  Corporation  contends  that  it is entitled to approximately an
additional  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.


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

     No  matters  were  submitted  to  a  vote of the Company's security holders
during  the  fourth  quarter  of  the  fiscal  year  ended  December  31,  2001.


                                       13
<PAGE>
                                    PART II.

ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market  Information

     From  December  11,  1997  through  approximately November 1999, the common
stock of the Company has traded on the OTC Bulletin Board under the symbol GEAR.
From  approximately  December  1999  through February 2000, the common stock was
traded  in the over the counter market.  During March 2000, the common stock was
relisted  on the OTC Bulletin Board. The following table sets forth the range of
reported  closing  bid  prices of the common stock during the periods indicated.
Such  quotations reflect prices between dealers in securities and do not include
any  retail  mark-up, mark-down or commission, and may not necessarily represent
actual  transactions.  The information set forth below was obtained from America
Online,  Inc.  The  trading  market  is  limited  and sporadic and should not be
deemed  to  constitute an established trading market.  The following information
was  obtained  from  Charles  Schwab  &  Company:

<TABLE>
<CAPTION>
For the Fiscal Year Ended December 31, 2001:
-------------------------------------------------------
                                                         High    Low
                                                         -----  -----
<S>                                                      <C>    <C>
First Quarter                                            $0.33  $0.21
Second Quarter                                            0.23   0.18
Third Quarter                                             0.19   0.07
Fourth Quarter                                            0.05   0.01
</TABLE>


<TABLE>
<CAPTION>
For the Fiscal Year Ended December 31, 2000:
-------------------------------------------------------
                                                         High    Low
                                                         -----  -----
<S>                                                      <C>    <C>
First Quarter                                            $0.71  $0.60
Second Quarter                                            0.31   0.25
Third Quarter                                             0.64   0.29
Fourth Quarter                                            0.19   0.16
</TABLE>


Holders

     As of April 8, 2002, there were 196 shareholders of record of the Company's
common  stock.

Dividends

     Holders  of common stock are entitled to receive dividends, if, as and when
declared  by  the  Board  of  Directors out of funds legally available therefor,
subject  to  the dividend and liquidation rights of any preferred stock that may
be  issued  and outstanding.  The Company has not paid any cash dividends on its
common  stock  and  has  no  present  intention  of paying cash dividends in the
foreseeable  future.  It  is  the  present  policy  of the Board of Directors to
retain  all  earnings  to  provide  for the future growth and development of the
Company's  business  operations.

Sales  of  Unregistered  Securities

     During  the  year  ended December 31, 2000, in order to comply with certain
anti-dilution  provisions, the Company issued 3,170 shares of preferred stock to
MC Corporation as a result of the Bel Air acquisition.  In addition, the Company
issued  13,432  shares  of  preferred  stock to M. C. Corporation as a preferred
stock  dividend  during  the  year  ended  December  31,  2000.


                                       14
<PAGE>
     On  September  5,  2000, pursuant to a service agreement with Travis Morgan
Securities,  Inc.,  the  Company  issued  warrants  to Travis Morgan to purchase
390,000  shares  of  common  stock at an exercise price of $0.35 per share for a
period  of  five  years.

     Effective  December  31,  2000,  the  Company  executed  a personal service
agreement  with  Peter Alliss and pursuant to said agreement, the Company issued
250,000  shares  of  its common stock 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.

     During  the  year  ended  December  31,  2000, accounts payable aggregating
$19,500  were  converted  into  90,000 shares of the Company's common stock.  In
addition,  during  December 2000, accrued wages owed to the Company's President,
Donald Anderson, of $167,300 were converted into 839,750 shares of the Company's
common  stock.

     During  the  year  ended  December  31,  2000, the Company issued 1,162,500
shares  of  common  stock  valued  at  $175,375  for  services  rendered.

     During  the  year  ended December 31, 2000, in conjunction with the Leading
Edge  acquisition,  the Company issued 200,000 shares of restricted common stock
and  a  warrant  to purchase 150,000 shares of common stock exercisable at $1.00
per  share  through  August  30,  2004.

     During  the year ended December 31, 2000, the Company completed the Bel Air
acquisition,  pursuant  to  which  the Company agreed to issue 400,000 shares of
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  in  advance of the closing.  The Company also issued 10% of the securities
described  above  as  a  finder's  fee  with  respect to this transaction.  This
transaction  closed  on  April  11,  2000.

     During the year ended December 31, 2000, the Company issued to officers and
directors  options  to purchase 550,000 shares of common stock at prices ranging
from  $0.275  to $0.25 per share. All of the aforesaid options expire five years
from  the  date  of  issuance.  Additionally, the Company issued an aggregate of
555,000  options  to  purchase  its common stock at prices ranging from $0.50 to
$1.50 to non-employees of the Company.  These options expire five years from the
date  of  issuance.

     During the year ended December 31, 2001, the Company issued to officers and
directors  options  to purchase 591,666 shares of common stock at prices ranging
from $0.01 to $0.50 per share.  All of the aforesaid options expire ranging from
one  year  to  five  years from the date of issuance.  Additionally, the Company
issued  an  aggregate  of  265,556  shares  of  its common stock with a value of
$64,615  to  non-employees  of  the  Company  for  services  rendered.

     The shares of common stock, stock options and warrants were issued based on
an exemption from registration pursuant to Section 4(2) of the Securities Act of
1933,  as  amended,  based  on  the  representations  of  the  recipients.


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

Overview:

     The  discussion  presented  below  reviews  the  financial  condition  and
operating  performance of the Company as of and for the years ended December 31,
2000 and 2001, and should be read in conjunction with the Company's consolidated
financial  statements  and  notes  thereto  appearing  elsewhere in this report.

     The  Company  designs,  develops  and  markets  golf clubs and related golf
products.  The Company utilizes its proprietary forged face insert technology to
offer  a  full  line  of  golf  equipment.  The  Company's patent portfolio with
respect  to  insert technology is the largest and most comprehensive in the golf
industry,  with  eight domestic and two 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 an insert.  The Company is considering various
legal responses to the recent introduction of potentially infringing products by
several  of  the  Company's  competitors.


                                       15
<PAGE>
     The  Company  operates  in  one  business  segment.  The  Company sells its
products  to  customers  and distributors in the United States, the Far East and
Europe.

     The  golf  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.

     For  the  year  ended  December  31, 2001, sales to customers in the United
States,  the  Far  East  and  Europe  were  $1,635,065 (76%), $414,765 (20%) and
$93,541  (4%),  respectively.  For  the  year  ended December 31, 2000, sales to
customers  in  the  United  States  and  the  Far East were $2,480,596 (78%) and
$714,014  (22%),  respectively.

     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 at December 31, 2001.  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  at  December  31,  2000.

Recent  Developments:

Wyngate  Financing:

     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 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.


                                       16
<PAGE>
     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.

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 approximately an
additional  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.    See  "Legal  Proceedings."

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(see  "Recent  Financing"),  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.

Critical  Accounting  Policies:

     The  Company  prepared  the consolidated financial statements in accordance
with  accounting  principles generally accepted in the United States of America.
The  preparation of these financial statements requires the use of estimates and
assumptions  that  affect the reported amounts of assets and liabilities and the
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Management  periodically  evaluates  the  estimates and judgments made,
including  those  related  to  allowance  for  doubtful  accounts, allowance for
obsolete  inventory,  accrued  product  warranties and income taxes.  Management
bases  their  estimates  and  judgments  on historical experience and on various
factors  that  are  believed  to  be reasonable under the circumstances.  Actual
results  may differ from these estimates as a result of different assumptions or
conditions.


                                       17
<PAGE>
     The  following  critical  accounting  policies  affect the more significant
judgments  and  estimates  used in the preparation of the Company's consolidated
financial  statements.

Allowance  for  Doubtful  Accounts:

     The  Company  uses  the  allowance  method  to  account  for un-collectible
accounts  receivable.  The  Company  periodically  adjusts  the  allowance  for
doubtful  accounts  based  on  management's  continuing  review  of  accounts
receivable.  This  analysis by management is based on prior years' experience as
well  as  an  analysis  of  current  economic  and  business  trends in the golf
industry.  Management  expects  to continue to update the allowance for doubtful
accounts  during  2002.  If the credit worthiness or the current payment history
of  the  Company's  customers  deteriorates  significantly,  it  could cause the
Company  to  revise its estimate of allowance for doubtful accounts, which would
have  a  negative  impact  on  the  operating  results  of  the  Company.

Allowance  for  Obsolete  Inventory:

     Inventories  are  valued  at  the  lower  of cost (average) or market.  The
Company  periodically  reviews  its  inventory  for  discontinued  or  obsolete
products.  Additions  to  the  allowance for obsolete inventory are treated as a
cost of sales.  The loss from liquidation of obsolete inventory and discontinued
inventory  is  applied  against  the  allowance  for  obsolete  inventory.

Accrued  Product  Warranties:

     The  Company provides a lifetime warranty on all of its products, including
both  parts and labor.  Accrued product warranties are calculated at the rate of
1%  of  sales.  Costs  to  repair  or replace the Company's products are charged
against  accrued  product  warranties,  and  to  date have not been significant.

Income  Taxes:

     The Company records a valuation allowance to reduce its deferred tax assets
to  the  amount  that  is more likely than not to be realized.  In the event the
Company  was  to  determine  that  it  would be able to realize its deferred tax
assets  in  the  future  in  excess of its recorded amount, an adjustment to the
deferred  tax  assets  would  be  credited  to  operations  in  the  period such
determination  was  made.  Likewise,  should the Company determine that it would
not  be able to realize all or part of its deferred tax assets in the future, an
adjustment  to  the  deferred  tax  assets would be charged to operations in the
period  such  determination  was  made.

Results  of  Operations  -  Years  Ended  December  31,  2001  and  2000:

     Sales.  Sales  decreased  to  $2,143,371 in 2001 from $3,194,610 in 2000, a
decrease  of  $1,051,239  or  32.9%.  A  significant portion of this decrease in
sales was to the Company's major customers and distributors.  Sales decreased in
2002  as  compared to 2001 as a result of inclement weather in the early part of
the  season,  a  general  slowdown  in the economy, and the terrorist attacks of
September  11,  2001.  In  order  to attempt to increase sales, the Company will
require  additional capital to fund increased sales and marketing activities, as
well  as  increased  inventory  levels.

     Gross  Profit.  Gross  profit decreased to $937,762 in 2001 from $1,505,416
in  2000,  and decreased as a percentage of sales to 43.8% in 2001 from 47.1% in
2000.  The  decrease  in  gross  profit  in  2001 as compared to 2000 was due to
reduced  sales.  The decrease in gross profit margin in 2001 as compared to 2000
was due to decreased sales and the inability of the Company to take advantage of
volume  purchase  pricing  and  long  lead  time  shipping  costs.

     Selling  and  Marketing.  Selling  and  marketing  expenses  decreased  to
$326,825  in  2001  (15.2%  of  sales) from $783,824 in 2000 (24.5% of sales), a
decrease of $456,999 or 58.3%.  Selling and marketing expenses decreased in 2001
as  compared to 2000, both on an absolute basis and as a percentage of sales, as
a  result  of the Company's continuing efforts to reduce various expenditures in
2001,  in  response to a decrease in operating cash flows resulting from reduced
sales.


                                       18
<PAGE>
     Bad-Debt  Expense.  Bad debt expense decreased to $149,945 in 2001 (7.0% of
sales) from $156,410 in 2000 (4.9% of sales), a decrease of $6,465 or 4.1%.  Bad
debt expense increased as a percentage of sales in 2001 as compared to 2000 as a
result  of  two  customers  that  unexpectedly  discontinued  normal  business
operations  in  2001,  resulting  in  a  charge  to  operations of approximately
$48,000.

     Tour  and  Pro  Contracts.  Tour  and  pro  contract  expenses increased to
$108,401  in  2001  (5.1%  of  sales)  from $100,863 in 2000 (3.2% of sales), an
increase  of  $7,538  or  7.5%.

     General  and Administrative.  General and administrative expenses decreased
to $1,074,972 in 2001 (50.2% of sales) from $1,303,278 in 2000 (40.8% of sales),
a  decrease of $228,306 or 17.5%.  General and administrative expenses decreased
on  an  absolute  basis in 2001 as compared to 2000 as a result of the Company's
continuing  efforts  to  reduce  various  expenditures in 2001, in response to a
decrease  in  operating  cash  flows  resulting from reduced sales.  General and
administrative  expenses  increased as a percentage of sales in 2001 as compared
to  2000  as  a  result  of  a  lower  sales  base.

     Depreciation  and Amortization.  Depreciation and amortization decreased to
$115,539  in  2001  from  $117,920  in  2000,  a  decrease  of  $2,381  or 2.0%.

     Write-Off  of  Goodwill.  The  Company  recorded  a charge to operations of
$150,385  as  of  December  31,  2001  to  reflect  the impairment of previously
reported  goodwill, since the recoverability of such goodwill was not reasonably
assured  based  on  the  Company's  current  financial  condition.

     Loss  on Disposal of Fixed Assets.  The Company incurred a loss on disposal
of  fixed assets of $12,191 in 2001.  The Company did not incur any similar gain
or  loss  during  2000.

     Interest  Expense.  Interest  expense  increased  to  $17,259  in 2001 from
$13,349  in  2000,  an  increase  of  $3,910  or 29.3%, as a result of increased
interest-bearing  debt.

     Interest  Income.  Interest income decreased to $774 in 2001 from $7,972 in
2000,  a  decrease  of  $7,198  or  90.3%, as a result of reduced cash balances.

      Income  Taxes.  As  of  December  31,  2001,  the  Company had Federal and
California  net  operating  loss  carry-forwards of approximately $6,336,000 and
$3,766,000,  respectively,  available  to  offset  future Federal and California
taxable  income.  The unused net operating loss carry-forwards expire in various
amounts  through  2016  for  Federal  and  for  California  state  purposes.

      Net  deferred  tax  assets of $203,600 at December 31, 2001 resulting from
net  operating  losses,  tax  credits  and other temporary differences have been
offset  by  a 100% valuation allowance since management cannot determine whether
it  is  more  likely  than  not  that  such  assets  will  be  realized.

     Net  Loss.  Net  loss  was $1,016,981 in 2001, as compared to a net loss of
$962,256  for  2000.

     Net  Loss  Applicable  to  Common  Stockholders.  During  2001, the Company
recorded preferred stock dividends of $110,704, which were reflected as a return
to  the  preferred  stockholder  and  as  an  increase in the loss to the common
stockholders,  resulting  in  a  net  loss  applicable to common stockholders of
$1,127,685.  Preferred stock dividends ended in October 2001, when the preferred
stock  automatically  converted  into  common  stock.

     During  2000,  the  Company recorded preferred stock dividends of $127,590,
which were reflected as a return to the preferred stockholder and as an increase
in  the  loss  to the common stockholders, resulting in a net loss applicable to
common  stockholders  of  $1,089,846.

Liquidity  and  Capital  Resources  -  December  31,  2001:

     The  Company  has financed its working capital requirements during the past
few years principally from the private placement of its securities.  The Company
did  not  sell  any securities during the years ended December 31, 2000 or 2001.
Such  funds have periodically been supplemented with short-term borrowings under
the  Company's bank line of credit and other private sources.  This bank line of
credit is unsecured, has a maximum borrowing level of $70,000, and is personally
guaranteed  by  the  President  of  the  Company.


                                       19
<PAGE>
     Operating  Activities.  The  Company's  operations generated cash of $5,393
during  the year ended December 31, 2001, as compared utilizing cash of $670,543
during  the  year  ended  December  31,  2000.  The decrease in cash utilized in
operating  activities  in  2001  as compared to 2000 was primarily a result of a
decrease in cash utilized to support accounts receivable and inventories.  As of
December  31,  2001,  the  Company  had cash of $120,135, as compared to cash of
$39,754  at  December  31,  2000.

     As  of  December  31,  2001,  the  Company had a working capital deficit of
$390,171,  as compared to working capital of $286,993 at December 31, 2000.  The
Company's current ratio was .75:1 at December 31, 2001, as compared to 1.23:1 at
December  31,  2000.  The  Company  has  experienced  a  continuing  decline  in
liquidity  and  working  capital  during  the three months ended March 31, 2002.

     Accounts  receivable,  net of an allowance for doubtful accounts, decreased
by  $154,300  during  2001,  to  $335,755  at  December  31, 2001 as compared to
$490,055  at  December  31,  2000,  reflecting the decline in sales during 2001.

     Inventories  decreased by $264,711 during 2001, to $691,265 at December 31,
2001  as compared to $955,976 at December 31, 2000, as a result of the Company's
efforts  during 2001 to reduce inventory levels and product lines, as well as to
generate  cash  to  support  operations.

     Investing  Activities.  During  the years ended December 31, 2001 and 2000,
the  Company  expended  $7,618  and  $110,130, respectively, for the purchase of
property  and  equipment.  The  Company  did  not  have  any capital expenditure
commitments outstanding at December 31, 2001, although the Company is moving its
combined  administrative office, assembly operations and warehouse facility to a
new  facility  during  April  2002.

     Financing Activities.  During the year ended December 31, 2001, the Company
reduced  its  bank  line  of  credit  by $9,027, as compared to increasing it by
$50,107  during  the  year  ended  December  31,  2000.  During  the years ended
December  31, 2001 and 2000, the Company repaid short-term borrowings of $17,807
and $36,163, respectively.  During the year ended December 31, 2001, the Company
received proceeds from short-term borrowings of $51,929.  During the years ended
December  31,  2001  and  2000,  notes  payable  to  directors  and shareholders
increased  by  $57,511  and  $13,221,  respectively.

     The Company has also periodically utilized common stock to pay for services
and  settle  liabilities.  Accordingly, during the year ended December 31, 2001,
the Company issued 265,556 shares of common stock valued at $64,615, as compared
to  2,092,250 shares valued at $362,175 during the year ended December 31, 2000.

New  Accounting  Pronouncements:

     In  June  1998,  the  Financial  Accounting Standards Board ("FASB") issued
Statement  of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities"  ("SFAS No. 133"), which standardizes the
accounting  for derivative instruments, including certain derivative instruments
embedded  in  other  contracts,  by  requiring  companies  to  record derivative
financial  instruments  on  their  balance  sheets  as assets or liabilities and
measure  them  at  fair  value.  Gains  and losses resulting from changes in the
values  of  those derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting.  The key criterion for
hedge  accounting  is  that the hedging relationship must be highly effective in
achieving offsetting changes in fair value or cash flows. In June 1999, the FASB
issued  SFAS  No.  137,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities - Deferral of Effective Date of FASB Statement No. 133", which amends
SFAS No. 133 to be effective for all fiscal years beginning after June 15, 2000.
In  September  2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a Replacement
of  FASB  Statement No. 125".  The Company's adoption of these statements during
2001  did  not have any impact on the Company's financial statement presentation
or  disclosures.

     In  June 2001, the FASB issued SFAS No. 141, "Business Combinations".  SFAS
No.  141  requires  the  use  of  the purchase method of accounting for business
combinations  initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interests  method.  The  adoption of SFAS No. 141 on July 1, 2001 did
not  have  any  impact  on  the  Company's  financial  statement presentation or
disclosures.


                                       20
<PAGE>
     In  June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which is effective January 1, 2002.  SFAS No. 142 requires, among other
things,  the discontinuance of goodwill amortization.  In addition, SFAS No. 142
includes  provisions  for  the  reclassification  of certain existing recognized
intangibles  as  goodwill,  reassessment  of  the  useful  lives of the existing
recognized  intangibles,  reclassification  of  certain  intangibles  out  of
previously  reported  goodwill  and  the  identification  of reporting units for
purposes  of  assessing  potential future impairments of goodwill.  SFAS No. 142
also  requires  the  Company to complete a transitional goodwill impairment test
six  months from the date of adoption.  The Company is reviewing SFAS No. 142 to
determine  what  effect,  if  any,  it  will  have  on  its  financial statement
presentation  or  disclosures.

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

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets", which is effective January 1,
2002.  SFAS  No.  144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and a portion of
APB  Opinion  No.  30,  "Reporting  the  Results  of  Operations".  SFAS No. 144
provides  a  single accounting model for long-lived assets to be disposed of and
significantly  changes  the  criteria  that  would have to be met to classify an
asset  as  held-for-sale.  Classification  as  held-for-sale  is  an  important
distinction since such assets are not depreciated and are stated at the lower of
fair  value  or  carrying  amount.  SFAS  No.  144 also requires expected future
operating  losses  from discontinued operations to be displayed in the period(s)
in  which  the  losses  are  incurred, rather than as of the measurement date as
presently  required.  The  Company does not anticipate that the adoption of SFAS
No.  144  will  have  a  material  effect  on  the Company's financial statement
presentation  or  disclosures.


ITEM  7.  FINANCIAL  STATEMENTS

     The  consolidated  financial  statements  are  listed  at  the  "Index  to
Consolidated  Financial  Statements"  elsewhere  in  this  document.


ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
          FINANCIAL  DISCLOSURE

     Hollander,  Lumer & Co. LLP ("HLC") was the independent accounting firm for
the  "Company  for the fiscal years ended December 31, 1999 and 1998.  Effective
February  16,  2001,  HLC merged with the accounting firm of Good Swartz Brown &
Berns  LLP  ("GSBB"),  as  a result of which GSBB became the successor entity to
HLC.  As  a  result  of  this  merger,  GSBB  subsequently  acquired most of the
accounting  practice  of  HLC  and  became  the  independent accountants for the
Company  effective  March  29,  2001.  HLC did not issue an audit opinion on the
Company's financial statements for the fiscal year ended December 31, 2000 prior
to  its  merger  with  GSBB.

     Prior to GSBB becoming the independent accountants for the Company, neither
the  Company, nor anyone on its behalf, consulted with GSBB regarding either the
application  of accounting principles to a specific or contemplated transaction,
or  the  type of audit opinion that might be rendered on the Company's financial
statements;  or  any  matter  that was the subject of a disagreement or event as
defined  at  Item  304  (a)(1)(iv)  of  Regulation  S-B.

     HLC  audited  the Company's financial statements for the fiscal years ended
December  31,  1999  and  1998.  HLC's  reports  for  these fiscal years did not
contain  an  adverse opinion or a disclaimer of opinion, nor were they qualified
or  modified  as  to  uncertainty,  audit  scope,  or  accounting  principles.


                                       21
<PAGE>
     During  the period from January 1, 1998 to December 31, 1999 and the period
from  January 1, 2000 to March 29, 2001, there were no disagreements with HLC on
any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to  the  satisfaction  of  HLC,  would  have  caused it to make reference to the
subject  matter  of  the  disagreements  in  connection  with its reports on the
Company's  financial  statements.  In  addition,  there  were  no such events as
described  under  Item  304(a)(1)(iv)(B)  of Regulation S-B during such periods.

     The  Company provided HLC with a copy of the disclosures it has made herein
in response to Item 304(a) of Regulation S-B, and requested that HLC provide its
response  letter,  addressed  to  the  United  States  Securities  and  Exchange
Commission,  pursuant  to  Item  304(a)(3) of Regulation S-B, stating whether it
agreed  with  the statements made by the Company herein and, if not, stating the
respects in which it did not agree.  HLC confirmed by letter that it agreed with
the  statements  made  by  the  Company  herein  insofar as they related to HLC.

     The Company provided GSBB with a copy of the disclosures it has made herein
in  response  to  Item  304(a)(2)  of Regulation S-B, and GSBB indicated that no
response  letter  would  be  forthcoming.


                                       22
<PAGE>
                                    PART III.

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

     The following table and text sets forth the names and ages of all directors
and  executive  officers  of  the  Company  as  of March 31, 2002.  The Board of
Directors is comprised of only one class.  All of the directors will serve until
the  next  annual meeting of stockholders and until their successors are elected
and qualified, or until their earlier death, retirement, resignation or removal.
There  are no family relationships among directors and executive officers.  Also
provided  is a brief description of the business experience of each director and
executive  officer during the past five years and an indication of directorships
held  by  each director in other companies subject to the reporting requirements
under  the  Federal  securities  laws.

<TABLE>
<CAPTION>
Name                  Age         Positions
--------------------  ---  -----------------------
<S>                   <C>  <C>
Donald A. Anderson     51  President and Director

Robert N. Weingarten   50  Secretary and Director

Daniel Wright          45  Chief Financial Officer

Frank X. McGarvey      58  Director

Naoya Kinoshita        37  Director

Robert Williams        51  Director
</TABLE>


Biographies of Directors and Executive Officers:

Donald A. Anderson, President/Director

     Mr.  Anderson  has been in the golf business for his entire adult life.  He
taught golf at his home course at 19, and played as a golf professional in local
events.  In  1973,  Mr.  Anderson  became  director  of  sales  and marketing of
R.A.C.O.  Manufacturing,  a  foundry  in  Whittier,  California,  which produced
putters  for  nearly every major golf club maker in the industry , including the
Ben  Hogan  Company,  Spalding,  Wilson  Sporting  Goods,  MacGregor,  H  and B,
Northwestern  Golf  and  Pinseeker.  In  1980,  Mr. Anderson moved to Chicago to
become  director  of  sales for the Northwestern Golf Club Company, which at the
time  was  the  world's  largest exclusive manufacturer of golf clubs.  While at
Northwestern,  Mr.  Anderson  pioneered  the development and introduction of the
original  metal  wood, and worked to engage several touring professionals to the
staff.  Mr.  Anderson signed Nancy Lopez, Tom Weiskopf, Jim Thorpe, Judy Rankin,
Marlene  Hagge,  Tom Shaw, Bob Murphy, J. C. Snead, George Low and Hubert Green.
In  1986,  Mr. Anderson became a consultant for Slotline Golf Company.  In 1987,
Mr.  Anderson became vice president of the Stan Thompson Golf Club Company, a 50
year  old manufacturer of golf clubs.  After completing a three year contract at
Stan  Thompson,  Mr.  Anderson  founded  the  Company  in  December  1989.

Robert  N.  Weingarten,  Secretary/Director

     Mr.  Weingarten  has  served  as  Chief  Financial Officer, Secretary and a
Director  since joining the Company in October 1997, and has periodically served
as Chief Financial Officer.  From July 1992 to the present, he has been the sole
shareholder  of  Resource  One  Group, Inc., a financial consulting and advisory
company.  From  January  1,  1997  through  July  31, 1997, Mr. Weingarten was a
principal  in Chelsea Capital Corporation, a merchant banking firm.  Since 1979,
Mr.  Weingarten  has  served  as  a consultant with numerous public companies in
various  stages  of  development,  operation  or reorganization.  Mr. Weingarten
received  an  M.B.A. in Finance from the University of Southern California and a
B.A.  in  Accounting  from  the  University  of Washington. Mr. Weingarten is an
officer  of  Aries  Ventures Inc. and Resource Ventures, Inc., both of which are
public  companies.


                                       23
<PAGE>
Daniel Wright, Chief Financial Officer

     Mr.  Wright  has  over  10  years  of controller/CFO experience in the golf
industry.  He  started  in  the  golf  industry  with  Tru-Form  Golf  as  their
controller.  Tru-Form Golf was a golf club and accessory manufacturer originally
the house brand for the Nevada Bob retail chain. After more then four years with
Tru-Form Golf, Mr. Wright joined Grip Technology, Inc. (GTI) where he served for
over  five  and  one-half  years  as  their  controller  and  CFO. GTI filed for
reorganization under Chapter 11 of the U. S. Bankruptcy Code in July, 1999 while
Mr.  Wright  acted  as  CFO. GTI was a publicly traded company that manufactured
golf grips for both OEMs and retail outlets. Since May 2001, Mr. Wright has been
the  Chief  Financial  Officer for GolfGear. Mr. Wright has a B.A. in Accounting
from  National  University  and  several  years experience with local accounting
firms.

Frank  X.  McGarvey,  Director

     Mr.  McGarvey  specializes  in  financial  consulting  for  emerging growth
companies.  He  is  also  a  director  and the chief operating officer of Colori
Inc.,  which  operates  under a joint venture agreement with Gi Piccos Cosmetics
SRL,  a  large  European  cosmetic  company.  He  was  associated with Jefferson
Research  of  Portland, Oregon, a company engaged in equities research for money
management firms.  He was the co-founder of Stoller Chemical Company and founder
of  Micron  Corp.  He  holds  a  B.S.  degree  in  Chemical Engineering from the
University  of  Pennsylvania.  Mr.  McGarvey  was  appointed  a  Director of the
Company  in  October  1997.

Naoya  Kinoshita,  Director

     Mr.  Kinoshita is President of MC Corporation, which he founded in 1990 and
is  involved  in real estate development and management.  In 1995, Mr. Kinoshita
began development, construction and sales of generational housing; i.e., housing
for two generations of family (parents and offspring under one roof), as well as
imported  housing  sales  from outside Japan. During the same year he started an
Internet  service  provider  business.  In  1996,  Mr.  Kinoshita  combined  his
experience in real estate development and the Internet to construct and sell the
first  Internet  line  pre-installed  condominium  in  Japan.  More recently, he
commenced  the  design,  construction,  and  sales of 2x4 housing which utilized
fewer  chemicals,  and  more natural materials to promote healthy living for the
resident.  Mr.  Kinoshita  has  extensive  expertise in real estate development,
information  processing, sales, management, and distribution.  Mr. Kinoshita has
served  as  a  Director  since  October  1999.

Robert  Williams,  Director

     Mr.  Williams  has  been  involved  in  virtually  every aspect of the golf
business  for the past 25 years.  He began his career with Raco Putters where he
designed  putters  for  Spalding,  Wilson Sporting Goods, Ben Hogan Company, and
MacGregor/Jack  Nicklaus  Company.  From  the time frame of 1978 through 1992 he
also  held  positions  at  Western  States  Sales representing Northwestern Golf
Company,  Vice President of sales for National Brass Works and President of Palm
Springs  Golf  Company.  He  was  also  the owner Vista Sports a Golf Design and
Sales  Company located in Palm Desert, California.  In 1992, he became the owner
of  National  Golf  Warehouse which was a full line golf retail store located in
Palm  Desert,  California.  In 1994 he purchased Confidence Golf Company, a golf
club  manufacturer,  which  he later sold in 2000.  He currently works as a golf
equipment  designer  for  the  golf  industry.

Key  Employees

Rhonda  Jurs,  Director  of  Sales

     Rhonda Jurs, age 38, has more than fourteen years in the golf industry, and
possesses  substantial  experience  in  telemarketing sales.  She began her golf
career  at  Slotline  Golf  in  the  production department and gained first-hand
knowledge  of  club  manufacturing.  She  quickly moved into marketing where she
developed  Slotline's  customer service department.  From 1986 through 1997, Ms.
Jurs  was  a  leader  in  Slotline's  telemarketing department.  As Key Accounts
Manager,  she  worked  with the volume retailers and supervised the inside sales
team.  She  joined  the  Company  in  January  1998.


                                       24
<PAGE>
Mark  Collins,  Director  of  Manufacturing

     Mark Collins, age 40, began his career in the golf industry in 1983.  While
working as machinist for a California tooling company, Mr. Collins built what is
believed  to be the first putter with a milled face.  After honing his skills as
a  golf  club craftsman at Quality Golf Products of Fountain Valley, California,
Mr.  Collins  joined  Daiwa  Golf in 1992.  At Daiwa, a recognized leader in the
golf  equipment  industry,  Mr. Collins combined his knowledge of advanced metal
alloys  and  graphite  shafts with expertise in precision manufacturing to build
clubs for well known PGA professionals such as Fuzzy Zoeller, Pete Jordan, Jerry
Kelly,  and  LPGA  notables  Amy  Alcot  and  Luciana Benevenuti.  He joined the
Company  in  April  1998.

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as Amended

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with  the  Securities  and Exchange Commission concerning their holdings of, and
transactions  in,  securities  of  the Company.  Copies of these filings must be
furnished  to  the  Company.

      Based on a review of the copies of such forms furnished to the Company and
written representations from the Company's directors and executive officers, the
Company  believes  that  all  individual  filing  requirements applicable to the
Company's  directors  and  executive  officers  were complied with under Section
16(a)  during  2000,  except  as  follows:

      Naoya  Kinoshita  did  not  timely  file  a Form 4 with the Securities and
Exchange Commission relating to stock options issued to him in December of 2001.


                                       25
<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

     The following table sets forth the cash compensation paid by the Company to
its  President,  who  is  the  only  officer who was paid aggregate compensation
exceeding  $100,000  for  the  past  three  years.

<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE

                                      Annual compensation                 Long-term compensation
                            --------------------------------  -------------------------------------------------

                                                                       Awards           Payouts
                                                              ------------------------  --------
                                                                           Securities
                                                                            under-
                                                              Restricted    lying
                                               Other annual     Stock      options/      LTIP      All other
     Name and               Salary    Bonus    compensation    Award(s)      SARs       Payouts   compensation
Principal position   Year        ($)      ($)            ($)          ($)          (#)       ($)            ($)

 (a)                   (b)       (c)      (d)            (e)          (f)          (g)       (h)            (i)
-------------------  -----  --------  -------  -------------  -----------  -----------  --------  -------------
<S>                  <C>    <C>       <C>      <C>            <C>          <C>          <C>       <C>

Donald A.             2001   119,790        0      17,155(1)            0            0         0              0
Anderson,             2000   103,950   50,000      14,649(2)            0            0         0              0
President             1999    94,500   20,000      15,210(3)            0            0         0              0
<FN>
(1)     Includes $5,972 for medical insurance premiums and $2,183 for life insurance premiums paid on behalf of
        Mr. Anderson in 2001.  Also includes auto allowance of $9,000.
(2)     Includes $4,216 for medical insurance premiums and $1,433 for life insurance premiums paid on behalf of
        Mr. Anderson in 2000.  Also includes auto allowance of $9,000.
(3)     Includes $3,822 for medical insurance premiums and $2,388 for life insurance premiums paid on behalf of
        Mr. Anderson in 1999.  Also includes auto allowance of $9,000.
</TABLE>


Annuity or Pension Plans

     There  are  no  annuity,  pension  or  other  benefits, including long-term
compensation,  proposed to be paid to the named officers of the Company as there
is no plan currently existing which provides for such payments by the Company or
any  of  its  subsidiaries.

Employment  Contract

     The  Company  has  entered  into  an  employment  agreement  with Donald A.
Anderson,  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 (90) 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,  increased  by  a  minimum  of  10%  annually,  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 Corporation 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.

     Upon  completion  of  proposed financing by Wyngate Limited, it is expected
that a new employment agreement with Mr. Anderson will be executed.  See "Recent
Financing.


                                       26
<PAGE>
Board  of  Directors

     During  the  year  ended  December  31,  2001, six meetings of the Board of
Directors  were  held. All directors attended at least 75% of all board meetings
for  which  they  were  eligible  to  attend.  Directors  receive  no additional
compensation  for  serving  on  the  Board  of Directors, but are reimbursed for
reasonable  out-of-pocket  expenses  incurred  in  attending board meetings. The
Company  had  no  nominating or compensation committee, or committees performing
similar  functions, during the year ended December 31, 2001. The audit committee
consists  of  Frank  X.  McGarvy,  Gary  Wykidal  and  Robert  N.  Weingarten.

Independent Auditors

     Good  Swartz  Brown  &  Berns  LLP  ("GSBB")  has  served  as the Company's
independent auditors since 2000. Services provided to the Company by GSBB during
the  year  ended  December  31,  2001,  included  the  audit  of  the  Company's
consolidated  financial  statements  and  limited  reviews of quarterly reports.
During  the  year  ended December 31, 2001, GSBB charged the Company $37,425 for
the  audit of the Company's financial statements for the year ended December 31,
2000,  and  for  its review of the Company's un-audited quarterly statements for
the  year  ended  December  31,  2001.

Stock  Option  Plan

     In  October  1997,  the  Board of Directors of the Company approved a stock
option plan entitled GolfGear International, Inc. 1997 Stock Incentive Plan (the
"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  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  (the  "Code"),  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  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 option
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.  The terms of all
other options granted under the Plan may not exceed ten years.  Upon a merger of
the  Company,  the  options  outstanding  under  the  Plan will terminate unless
assumed  or  substituted by the successor corporation.  As of December 31, 2001,
2,198,525  options  were  granted  under  the  Plan.


                                       27
<PAGE>
<TABLE>
<CAPTION>
                                       OPTION/SAR GRANTS IN LAST YEAR
                                         (Ended December 31, 2001)
                                            [Individual Grants]



                  Number of securities      Percent of total
                       underlying         options/SARs granted
                  options/SARs granted   to employees in fiscal   Exercise or base price
Name                       (#)                    year                   ($/Share)         Expiration date

(a)                        (b)                     (c)                      (d)                  (e)
----------------  ---------------------  -----------------------  -----------------------  ----------------
<S>               <C>                    <C>                      <C>                      <C>
Donald A.                       150,000                    66.7%                     0.50  December 2005
Anderson,
President
----------------  ---------------------  -----------------------  -----------------------  ----------------
Daniel Wright,                   75,000                    33.3%                     0.25  December 2005
Chief Financial
Officer
----------------  ---------------------  -----------------------  -----------------------  ----------------
</TABLE>


<TABLE>
<CAPTION>
                                  AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR
                                          AND FY-END OPTION/SAR VALUES



                                                              Number of securities        Value of unexercised
                                                             underlying unexercised           in-the-money
                                                           options/SARs at FY-end (#)  options/SARs at FY-end ($)
                  Shares acquired on                              Exercisable/                Exercisable/
Name                 exercise (#)      Value realized ($)        Un-exercisable            Un-exercisable (1)

(a)                       (b)                 (c)                     (d)                         (e)
----------------  -------------------  ------------------  --------------------------  --------------------------
<S>               <C>                  <C>                 <C>                         <C>

Donald A.                           -                   -        902,350 Exercisable/                           -
Anderson,                                                            0 Un-exercisable
President
----------------  -------------------  ------------------  --------------------------  --------------------------
Daniel Wright,
Chief Financial                                                   75,000 Exercisable/
Officer                                                              0 Un-exercisable
----------------  -------------------  ------------------  --------------------------  --------------------------
<FN>
(1)  The  dollar values are calculated by determining the excess, if any, of the
     market  price  for the common stock of $0.03 per share at December 31, 2001
     over  the  weighted  average  exercise  price  of  the stock options. As of
     December 31, 2001, none of the unexercised stock options were in-the-money.
</TABLE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As  used  in  this section, the term beneficial ownership with respect to a
security  is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as
amended,  consisting of sole or shared voting power (including the power to vote
or  direct the vote) and/or sole or shared investment power (including the power
to dispose of or direct the disposition of) with respect to the security through
any  contract, arrangement, understanding, relationship or otherwise, subject to
community  property  laws  where  applicable.


                                       28
<PAGE>
     As of April 8, 2002, the Company had a total of 32,989,454 shares of common
stock  issued  and outstanding and 236,679 shares of Series A Senior Convertible
Preferred  Stock  issued  and  outstanding.  Each  share  of  Series  A  Senior
Convertible  Preferred Stock is convertible into ten shares of common stock, and
votes  on  an  "as  if  converted"  basis.

     The  following  table  sets forth, as of April 8, 2002:  (a)  the names and
addresses of each beneficial owner of more than five percent (5%) of the Company
common  stock  known  to  the  Company,  the  number  of  shares of common stock
beneficially  owned by each such person, and the percent of the Company's common
stock  so  owned; and (b) the names and addresses of each director and executive
officer, the number of shares of common stock of the Company beneficially owned,
and the percent of the Company's common stock so owned, by each such person, and
by  all  directors  and executive officers of the Company as a group.  Each such
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated.  Beneficial ownership consists of a direct
interest  in  the  shares  of  common  stock,  except  as  otherwise  indicated.


<TABLE>
<CAPTION>
                      Name and Address of        Amount of Beneficial
Title of Class         Beneficial Owner              Ownership (1)      Percent of Class
--------------  -------------------------------  ---------------------  -----------------
<S>             <C>                              <C>                    <C>

                Donald A. Anderson,
Common Stock    5285 Industrial Way                      4,384,725 (2)             13.29%
                Huntington Beach, CA 92841
--------------  -------------------------------  ---------------------  -----------------
                MC Corporation, Terasiosu
Common Stock    Bldg., 6-7-2 Minami Aoyama,              2,805,300 (3)              8.50%
                Minato-ku, Tokyo,
                Japan 107-0062
--------------  -------------------------------  ---------------------  -----------------
                Robert J. Williams,
Common Stock    242 Strada Nova,                         1,517,521 (4)              4.60%
                Palm Desert, CA 92260
--------------  -------------------------------  ---------------------  -----------------
                Frank X. McGarvey,
Common Stock    5285 Industrial Way                      1,115,940 (5)              3.38%
                Huntington Beach, CA 92647
--------------  -------------------------------  ---------------------  -----------------
                Robert N. Weingarten,
Common Stock    5285 Industrial Way                      1,052,049 (6)              3.19%
                Huntington Beach, CA 92647
--------------  -------------------------------  ---------------------  -----------------
                Naoya Kinoshita, Terasiosu
Common Stock    Bldg., 6-7-2 Minami Aoyama,                225,000 (7)              0.68%
                Minato-ku, Tokyo,
                Japan 107-0062
--------------  -------------------------------  ---------------------  -----------------
                Wyngate Limited                            15,000,000              45.47%
Common Stock    309 Terraces North
                47-111 Vintage Drive East
                Indian Wells, CA 92210
--------------  -------------------------------  ---------------------  -----------------
                Shares of all directors and                 8,295,235               25.15
Common Stock    executive officers as a group
                (6 persons)
--------------  -------------------------------  ---------------------  -----------------
<FN>

(1)  Other  than  as  footnoted, none of these security holders has the right to
     acquire  any amount of the Shares within sixty days from options, warrants,
     rights,  conversion  privilege,  or  similar  obligations.
(2)  Includes  options  to  purchase  352,350  of  shares  of common stock at an
     exercise  price  of  $0.62  per  share,  which expire in October 2002. Also
     includes  options to purchase 250,000 shares of common stock at an exercise
     price  of  $0.55  per share under the Stock Incentive Plan, which expire in
     December  2005.  Also  includes  154,360 shares of common stock held in the
     name of Mr. Anderson's wife, as to which he disclaims beneficial ownership.
     Also includes 150,000 @ $0.50 expiring December 2006. Also includes options
     to  purchase 150,000 shares of common stock at $0.50, which expire December
     2006.


                                       29
<PAGE>
(3)  Reflects the right to convert 236,679 shares of convertible preferred stock
     into  2,366,790  shares of common stock through October 2001. Also includes
     warrants to purchase 330,000 shares of common stock at an exercise price of
     $1.00  per  share,  which  expire in October 2002. Also includes options to
     purchase  25,000  shares  of  common  stock  at $0.50 per share and expires
     December  2005.
(4)  Includes  options to purchase 75,000 shares of common stock at $0.50, which
     expire  December  2006.
(5)  Includes  options to purchase 105,705 shares of common stock at an exercise
     price  of  $0.57  per  share,  which  expire in October 2002. Also includes
     options  to  purchase 75,000 shares of common stock at an exercise price of
     $0.25  per  share  under the Stock Incentive Plan, which expire in December
     2005.  Also  includes warrants to purchase 35,235 shares of common stock at
     $1.00  per  share,  which expire in February 2002. Also includes options to
     purchase  75,000  shares  of common stock at an exercise price of $0.50 per
     share,  which  expire  in  December  2006.
(6)  Includes  options to purchase 176,175 shares of common stock at an exercise
     price  of  $0.57  per  share,  which  expire in October 2002. Also includes
     options  to purchase 150,000 shares of common stock at an exercise price of
     $0.25  per  share  under the Stock Incentive Plan, which expire in December
     2005.  Also includes 19,200 shares owned by Resource One Group, Inc., which
     is wholly owned by Mr. Weingarten. Also includes options to purchase 75,000
     shares  of  common  stock  at  an  exercise price of $0.50 per share, which
     expire  in  December  2006.
(7)  Naoya  Kinoshita  is  President  of  MC  Corporation.  Includes  options to
     purchase  75,000  shares  of common stock at an exercise price of $0.55 per
     share,  which  expire  in  December 2005. Also includes options to purchase
     75,000  shares  of  common  stock  at an exercise price of $0.55 per share,
     which  expire  in  December  2004. Also includes options to purchase 75,000
     shares  of  common  stock  at  an  exercise price of $0.50 per share, which
     expire  in  December  2006.
</TABLE>

Changes  in  Control:

     The  Company's  agreement  with  Wyngate  to  sell 15,000,000 shares of the
Company's  common stock will, once the promissory note has been duly and validly
performed  and the funding of debentures as contemplated, constitute a change in
control  of the Company, and by virtue of its share ownership and control of the
Board  of  Directors,  it  will  be  able to control affairs of the Company. See
"Recent  Financing."


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     In  July  1998, the Board of Directors approved the payment of $65,000 as a
finder's  fee  to Donai Anderson, the wife of Donald A. Anderson.  This finder's
fee  was  paid  for  services  rendered  to  the  Company  in connection with an
investment  in  the  Company by Yeon Park.  As of December 31, 1999 and 2000, of
the  $65,000 fee, $26,000 and $27,000 has been paid respectively and the balance
of  $39,000  and  $38,000  respectively  was  reflected  as  notes  payable  to
shareholders  in  the  consolidated  financial  statements.

     For  the  years  ended  December  2000 and 2001, Robert N. Weingarten, then
acting  Chief  Financial  Officer,  billed  to  the  Company  $27,000 and $9,000
respectively  for  services  rendered.

     In  April  2001,  the  Board of Directors of the Company loaned the Company
approximately  $21,000.  to  pay accounting fees to finalize the Company's audit
for the year ended December 31, 2000.  Additionally, in February 2001, the Board
of  Directors  loaned  approximately  $7,500  to the Company. for the purpose of
hiring  the  law  firm  of  Fullbright  &  Jaworski to evaluate potential patent
infringements.  Both  of  these  notes  are  now  due  and  payable,  subject to
extension  by  the  Board  of  Directors.

     In  December  2001,  Robert Williams, Director, loaned the Company $40,000.
for  the purpose of purchasing inventory on behalf of the Company.  This loan is
payable  upon  demand,  subject  to  available  financing.

     For  the  year  ended  December  31,  2001,  the  Company issued options to
purchase  50,000  shares of common stock at an exercise price of $.01 per share,
half  of which expire on October 1, 2002, and the other half on January 1, 2003.
Additionally,  the  Company  issued  options to purchase 75,000 shares of common
stock  at  an  exercise price of $.50 per share, which expire December 31, 2006.
The  Company also issued options to purchase 16,666 shares of common stock at an
exercise  price  of $.25, all of which  expire June 30, 2006.


                                       30
<PAGE>
                                    PART IV.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits:

     A list of exhibits required to be filed as part of this report is set forth
in  the  Index  to  Exhibits,  which  immediately precedes such exhibits, and is
incorporated  herein  by  reference.

(b)     Reports  on  Form  8-K  for  the  three  months ended December 31, 2001:

        On  December  3,  2001,  the  Company filed on Form 8-K information with
respect  to Item 5 - Other Events concerning litigation with its preferred stock
investor,  MC  Corporation.


                                       31
<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:  April 18, 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:  April 18, 2002                         By:  /S/  Donald A. Anderson
                                                   -------------------------
                                                   Donald A. Anderson
                                                   President and Director


Date:  April 18, 2002                              By:  /S/ Robert N. Weingarten
                                                   -------------------------
                                                   Robert N. Weingarten


Date:  April 18, 2002                         By:  /S/  Frank X. McGarvey
                                                   -------------------------
                                                   Frank  X. McGarvey
                                                   Director


Date:  April 18, 2002                         By:  /S/  Donald A. Anderson
                                                   -------------------------
                                                   Naoya Kinoshita
                                                   Director

Date:  April 18, 2002                         By:  /S/  Robert Williams
                                                   -------------------------
                                                   Robert Williams
                                                   Director


Date:  April 18, 2002                         By:  /S/  Daniel Wright
                                                   -------------------------
                                                   Daniel Wright
                                                   Chief Financial Officer

                                       32
<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                      $   979,152   $ 1,127,427

  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                                     109,945     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
<PAGE>
                  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.




                                      F-18
<PAGE>
<TABLE>
<CAPTION>
                                     INDEX TO EXHIBITS


Exhibit
Number     Description of Document
-------    -----------------------
<C>        <S>

    3.1    Articles of Incorporation(1)
    3.2    Certificate of Amendment of Articles of Incorporation(1)
    3.3    Certificate of Amendment of Articles of Incorporation(1)
    3.4    Articles of Merger(1)
    3.5    Bylaws(1)
    4.3    Binding Subscription Agreement for Purchase of Equity Securities (MC
           Corporation)(1)
    4.4    Certificate of Determination(1)
   10.1    Distribution Agreement (MC Corporation)(1)
   10.2    Distribution Agreement (GolfGear Korea, Ltd.)(1)
   10.6    License Agreement (Wilson Sporting Goods Company)(1)
  10.10    Employment Agreement (Donald A. Anderson)(1)(C)
  10.11    GolfGear International, Inc. 1997 Stock Incentive Plan(1)(C)
  10.12    License Agreement (PowerBilt Golf)(1)
  10.13    Property Lease Agreement(2)
  10.14    Amended and Restated Agreement for Sale and Purchase of Assets between Bel Air
           Golf Company and GolfGear International, Inc.(2)
  10.15    Agreement for Sale and Purchase of Assets - Leading Edge(3)
  10.16    Personal Services Agreement - Peter Alliss(3)
  10.17    Exclusive Distribution Agreement (4)
  10.18    Subscription Agreement dated March 7, 2002(5)
  10.19    Stock Purchase Agreement dated April 8, 2002(5)
  10.20    Promissory Note dated April 8, 2002(5)
  10.21    Stock Pledge Agreement dated April 8, 2002(5)
     21    Subsidiaries of the Registrant(1)
   99.1    Patents(1)
   99.2    Trademarks(1)

     ----------------------
<FN>

     (1)  Previously filed as an Exhibit to the Company's Registration Statement
          on  Form  10-SB  dated  November  11, 1999, and incorporated herein by
          reference.
     (2)  Previously  filed as an Exhibit to the Company's Annual Report on Form
          10-KSB  for  the fiscal year ended December 31, 1999, and incorporated
          herein  by  reference.

     (3)  Previously  filed as an Exhibit to the Company's Annual Report on Form
          10-KSB  for  the fiscal year ended December 31, 2000, and incorporated
          herein  by  reference.
     (4)  Filed  herein.
     (5)  Previously filed as Exhibits to the Company's Report on Form 8-K dated
          April  15,  2002.
     (C)  Indicates  compensatory  plan,  agreement  or  arrangement.
</TABLE>


                                       33
<PAGE>