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, 2002

{ }   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 of                (I.R.S. Employer
   incorporation or organization)             Identification Number)

            5285 Industrial Drive, Huntington Beach, California 92649
      ---------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

Issuer's 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
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  net  sales  for  the  fiscal  year  ended  December 31, 2002
were  $1,546,234.

     The  aggregate  market  value  of  the  issuer's  common  stock  held  by
non-affiliates  of  the  Company  as  of  April  11,  2003,  was  $2,777,380.

     As  of  April  11,  2003,  the  issuer  had  34,856,154  shares  of  Common
Stock  issued  and  outstanding.

     Transitional  Small  Business  Disclosure  Format:  Yes  { }  No  {X}
     Documents  incorporated  by  reference:  None.


                                  Page 1 of 28
<PAGE>
                                      PART I

Item 1:     Business

     GolfGear International, Inc ("GolfGear" or 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 and irons.
The  Company  believes  that  the concept of producing a golf head with a forged
face  metal  insert  affixed to the body of an investment cast shell (head) is a
significant  improvement  in  the  approach  to  making  a  wood  or  iron head.

     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 solid 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  affixed  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(R) Titanium drivers, first introduced in
1997 and updated and revised during 2002.  The Company offers drivers in several
sizes  ranging  from 300 cc to 400 cc.  All of the Company's drivers have passed
the  test  for  spring-like  effect and been approved by the USGA for play.  The
Company is attempting to utilize its patented technology to position itself as a
major  brand  name  in  the  golf  industry.

     All of the Company's products are intended to offer retailers a significant
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
selling  their  products through discounters and warehouse stores that, in turn,
sacrifices  their  retailer's  margins. 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,
fairway  woods,  irons, and 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  market  penetration  of  its  products,  continuing  the
development of innovative clubs, and refining and improving existing technology.
An  integral  part  of  this  strategy  involves  the expansion of the Company's
marketing  and  advertising  efforts  to  target both domestic and international
sales.  Domestically,  the  Company  intends to create product awareness through
various  channels,  including  direct  response  programs,  print  advertising,
television commercials and other promotional activities including on-course golf
pro  shop  demonstrations  ("demo days"). The Company will also seek to contract
with touring professional golfers on all tours to endorse Company products.  The
Company  expects  these professional golfers to 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.

Industry  Background

     There  are  between  26  and 30 million golfers in the United States today,
with  approximately  5-6  million  categorized as 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  is projected to exceed $6 billion in annual sales for 2002
according  to  the  Golf  Digest  Companies.

     According  to  Golf  Digest  the  United  States  golf  equipment market is
continuing to grow.  Key factors fueling sales include the increasing popularity
of  premium-priced  oversized  drivers,  higher quality fairway woods, oversized
irons,  new  innovations  in  putter design and continuing interest in the sport
among  new  players.


                                  Page 2 of 28
<PAGE>
     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  less  frequently, are less brand
conscious  and  play with either graphite or steel shafted clubs. Casual golfers
play  several  games  a  year 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.

     The  Company's niche in the marketplace producing clubs using a forged face
metal  titanium  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.  We believe the customer
can purchase a competitively priced fairway wood from the Company at twenty-five
percent  (25%)  less  than  comparable  all-titanium  woods.

     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  (10) 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  and  TaylorMade 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.
Companies  such  as  Callaway,  Karsten  Manufacturing (Ping) and Fortune Brands
(Titleist/Cobra)  are  leading  a wave of golf-focused idealism among consumers.
Nike Golf represents the latest of the new breed to enter into the golf hardware
market.  Nike  heavily  promotes  forged  metal woods and irons and has recently
licensed  the Company's proprietary forged-face insert technology allowing it to
manufacture and sell golf clubs under the Company's patents.  Nike is developing
a forged faced driver for Tour player and world's number one ranked golfer Tiger
Woods.  The  dominating  golf  companies  concentrate  on innovation, create new
equipment  categories  or  rely  on  established market leadership position in a
particular  category,  such  as  oversized  metal  woods  or  irons.

     The  Company  competes in the competitively priced technology based segment
of the golf club manufacturing industry that includes companies with substantial
financial  resources.  The Company believes that its technology, product quality
standards,  and  competitive pricing structure can provide a competitive edge in
the  market.  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.  For junior golfers, the Company offers a full
line  of  clubs  under  The  Players  Golf(R)  trademark.

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(R)  iron and a new series of Tsunami(R) fairway woods at the PGA show in
Orlando  in  January  of 2002.  The Company introduced the Tsunami(R) 360 cc and
400  cc  titanium  drivers (joining its 300 cc DF and 340 cc) at the PGA Show in
Orlando  in  January 2003.  The entire Tsunami(R) product line (woods and irons)
has  been  positioned  at  the  high  end  of  the golf market from a technology


                                  Page 3 of 28
<PAGE>
standpoint  and are very competitively priced.  The Company received notice from
the USGA that its 400 cc and 360 cc drivers have passed the test for spring-like
effect and are approved for play.  The 340 cc Tsunami(R) driver outranked all of
the  approximately  forty  (40)  industry's major brand name drivers in distance
according  to  Rankmark.com,  the  Golf  Industry's  premier  golf  club testing
company.  The  340  cc  Tsunami(R)  driver was also ranked third in accuracy and
rated  second  overall out of all drivers tested. Finally, the Tsunami(R) driver
was  declared  a  co-winner  with  Cobra  in  rankmark.com's  match  play  test.

     The  Company  intends  to increase its market visibility throughout Asia as
well  as  Europe  and  Canada. It is currently evaluating existing international
distributor  relationships  and  considering  new  affiliations.

     In  April 2002, the Company has occupied an eleven thousand (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 sub-contract
some  of  its  assembly  operations.
Overall Marketing Strategy

     The  Company  intends  to  concentrate  its  marketing  efforts  in  direct
marketing  techniques, including direct response programs, which have evolved in
recent  years as a successful medium for marketing golf products.  The Company's
ability  to  aggressively  pursue  these  marketing  efforts  is  subject to the
availability  of  adequate  operating  capital.  The  Company  has  completed  a
30-minute  direct  response  program  designed  to  promote  the  entire line of
Tsunami(R)  drivers.  It  is  expected that the program will be market tested in
May  2003  and, if successful, will run on The Golf Channel, ESPN, ESPN2 and Fox
Sports  West  throughout 2003 and 2004.  The program is hosted by Rick Dees, the
nationally  recognized DJ and host of the world-side syndicated "Weekly Top 40",
and  features  independent  testing  results, testimonials from professional and
amateur  golfers,  interviews  with  Company  engineers  and  scientists and run
approximately  30 minutes.  Shorter spots consisting of 30, 60 and 90 second run
times  will  also  be aired during the same time frame and may be "tagged" along
with  the  Company's  key  retailers.  The  Company  will  also  utilize current
marketing  trends  which  allow  greater  access  to the golf consumer including
direct  advertising  as  well  as  to  the  on  and  off  course  shops.

     The golf club industry is highly seasonal, with most companies experiencing
up  to sixty percent (60%) of sales between February and June with an additional
twenty  percent  (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  PGA  Show.

     The  Company attends most major industry trade shows. The Company 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 also plans
to  attend  more  consumer-oriented shows to develop more brand awareness. These
shows  have  become  very popular on a global basis, and can be a key element in
broadening  distribution  in  these  markets.

     Most companies have used demo day programs to gain exposure at golf courses
and  private  country clubs. The Company has increased exposure by becoming more
active at key demo days. Technology driven, the Company is optimistic about this
marketing  strategy  since  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, outselling
the  competition  at  several  events in 1999, 2000, 2001 and 2002. The demo day
programs  are  intended  to  supplement the Company's other promotional efforts.

     Currently,  the  Company  focuses  on  several  major  foreign distribution
markets,  including  selling  clubs  in South Korea and Europe, as well as other
parts  of  Asia.  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 entered into a
distribution  agreement  to  sell  its  clubs  in  Mainland  China.
Product and Name Endorsement



                                  Page 4 of 28
<PAGE>
     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, a PGA professional and 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  and  has recently won the money title for the 2002 Pinnacle Long Drivers
Tour.

     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  some touring professional exposure,
subject  to  the  availability  of  adequate  operating capital. Direct Response
Programs  and  Other  Marketing

     A  direct response program is typically a 30-minute program that is used to
introduce,  market  and  sell  a  product  at the same time. The direct response
program  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. A direct response
program  campaign  is  also  supported  by  conventional  selling  methods.

     The  value  of direct response programs 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,  direct response
programs  can be an excellent source of leads for telemarketing, for promoting a
brand  image and "pushing" the retail store activity.  The Company has completed
a  30-minute  direct response program designed to promote the Tsunami(R) line of
drivers  and has invested over $600,000 for its production.  It is expected that
the  program will be market tested in April 2003 and, if successful, will run on
The Golf Channel, ESPN, ESPN2 and Fox Sports West throughout 2003 and 2004.  The
program  is  hosted  by  Rick Dees, the nationally recognized DJ and host of the
world-wide syndicated "Weekly Top 40", and features independent testing results,
testimonials  from  professional  and  amateur  golfers, interviews with Company
engineers  and  scientists  and  run  approximately  30  minutes.  Shorter spots
consisting  of 30, 60 and 90 second run times will also be aired during the same
time  frame.  The  airing  of  this  program  is subject to available financing.

     Along  with the direct response program, the Company intends to run a print
media  campaign  that  may  include  placement  in publications such as the Wall
Street  Journal  and  USA  Today,  and leading golfing publications such as Golf
Digest,  subject  to  available  financing.

     The  Company  has  a  sales  force  consisting of six (6) independent sales
representatives.  In some areas, the Company will have sub reps that will assist
the sales force with demo days and seminars.  The Company also employs three (3)
inside  sales  personnel.  Management  participates  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.

Customers

     The  Company  sells  to golf pro shops ("green grass") accounts and catalog
and  discount  retailers  ("off  course") accounts.  The Company has experienced
some  customer  concentration  in  the  past.  The  collection  risk is somewhat
mitigated  by the fact that its 2 largest customer accounts (a 34-store discount
retailer  based in southern California and a 22-store discount retailer based in
the  Midwest)  are  multi-site  retailers.

Employees

     On  March  21,  2003  the  Company  employed  14 full-time employees and no
part-time  employees.  None  of  the  Company's  employees  are  covered  by  a
collective  bargaining  agreement.

Insurance

In its opinion, the Company maintains adequate levels of business insurance
including directors and officers coverage.


                                  Page 5 of 28
<PAGE>
International  Business

     The  Company  distributes  golf  clubs  worldwide.  The  Company intends to
generate  a  portion of its revenue in foreign markets. This strategy provides a
broader  market  opportunity  and  can  help  offset  the  effects  of  regional
recessions  and  market trends. The Company sells its clubs through distributors
in  most  countries,  but  in  some cases the Company sells direct to retailers.
International  direct  selling  is  expected  to  increase  somewhat in the near
future.

     In  December 2000, the Company entered into a three (3) year agreement with
Professional  Golf  Services  to  sell  the  Company's  products in Europe.  The
Company  entered  into an agreement in September 2001 with a distributor to sell
the  Company's  products  in  China.  The  Company is negotiating with potential
distributors  in  Japan,  South  Korea  and  South  Africa.

Technology

     Most  of the Company's clubs features its multi-patented forged face insert
technology  that  was invented by the Company's Founder, Donald A. Anderson. The
Company  currently has ten (10) patents on its forged face insert technology and
three  (3)  patents on its putter technology. The Company recently was awarded a
patent  in  Japan  covering  forged  insert  technology.

     In the early 1990's, the Company, drawing on over twenty-five (25) 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 golf manufacturing
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 an opportunity to
generate  royalties  by selectively licensing this technology to major golf club
manufacturers.  The  Company  has  identified and formally put on legal notice a
significant  number  of  potential  infringers  of  its "Forged Insert Patents".

     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 fifty percent (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 denser 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 eventually make
the  Company a significant player in the golf industry.  On January 1, 1992, the
face  of  golf equipment changed forever 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 twenty (20)
years  earlier.


                                  Page 6 of 28
<PAGE>
     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.

     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 greater distance, a large sweet spot, pin-point
control,  reduced  vibration,  increased velocity, accuracy and forgiveness, and
product  identity.

Product Line

     The  Company's  core  product line is the Tsunami(R) driver, fairway woods,
irons  and  wedges.  The woods, irons and wedges feature forged titanium inserts
that  are  inset  into  stainless  steel shells, which incorporate the latest in
graphite shafts and grips.  The Tsunami(R) driver, offered in 340 cc, 360 cc and
400  cc  volume is the Company's entry into the super-size driver category.  The
main body of the all-titanium Tsunami(R) driver is cast from aerospace-certified
6AL4V  titanium  and the face is fitted with a solid forged Beta 10:2:3 titanium
insert.  In addition, the Company also offers a 300 cc Deep Face Tour Model. The
Company received notice in January 2003 from the USGA that its 400 cc and 360 cc
drivers  have  passed the test for spring-like effect and are approved for play.
All  of  the  Company's driver products conform to USGA regulations.  The 400 cc
and  360  cc incorporate a new speed slot toe and sole design with a weight port
assuring  that  the  club's total static weight is within three (3) grams of its
target  weight.  These  Tsunami  drivers  were  introduced  at  the  PGA Show in
Orlando,  Florida  in  January  2003.

     The  Company's  patented  insert  technology  is  unique  because it can be
applied  to  any  anticipated  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, the Company's experience
indicates  golfers today have a tendency to be attracted more by performance and
technology  and  less  by  a name brand.  The Company is actively developing new
products  that  will  be  complimentary  to  its  existing  product  line.
Recent Financings

     The  Company  completed an agreement with Wyngate Limited, a Jersey Limited
Company,  which  included  the  sale  of  fifteen million (15,000,000) shares of
Common  Stock  at  Seven and One-Half Cents ($0.075) per share, for an aggregate
purchase  price  of  One  Million  One  Hundred  Twenty-Five  Thousand  Dollars
($1,125,000),  Two Hundred Thousand Twenty-Five Dollars ($200,025) in cash and a
promissory  note  due  and payable eighteen (18) months from the date thereof in
the  principal  amount  of  Nine  Hundred  Twenty-Four  Thousand  Nine  Hundred
Seventy-Five  Dollars ($924,975).  The promissory note was secured pursuant to a
stock pledge agreement that pledged 12,333,000 shares of the Common Stock, which
were  held  by  the  Company as security for payment of the promissory note. See
amendment  to  the  stock  pledge  agreement  below.  Upon  the  closing of this
offering,  Wyngate  Limited,  and  its  President,  Peter H. Pocklington, gained
control of the Company and obtained the right to appoint a majority of the board
of directors.  As a requirement of the transaction Peter H. Pocklington was made
Chairman  of  the  Board.  The agreement also gives Mr. Pocklington the right to
merge  the  Company  with  his medical products company in a reverse merger at a
price  of  Twenty-Five Cents ($.25) per share of Common Stock.  The value of the
medical  products  company  shall  be determined by obtaining a fairness opinion
from  a  reputable  investment-banking  firm.

     During  the  fourth  quarter  of  2002,  Mr. Pocklington loaned the Company
$200,000  in exchange for an amendment to the stock pledge agreement referred to
above  to  release  9,029,518  shares  of  Common  Stock  held by the Company as
security  for  payment  of  the  promissory  note.  The  promissory note remains
collateralized  by 3,303,482 shares of Common Stock to secure the unpaid balance
of the promissory notes less the loan to the Company. The loan bears interest at
9  1/2%  and  is  due  on  April  20,  2003.  The  Company's  board of directors
unanimously  approved  the  transaction by written consent on November 20, 2002.

     During the year ended December 31, 2002, the Company sold $2,100,000 in the
form  of  a  convertible  debenture.  The debentures are convertible into Common
Stock  at  $0.25 per share for a period of twelve (12) months commencing six (6)


                                  Page 7 of 28
<PAGE>
months  after  the  initial sale of the debentures. The Company's patents secure
the  debentures.  For  each  share of Common Stock issued upon conversion of the
debentures,  one (1) Common Stock purchase warrant will be issued, which will be
exercisable  for  a  period  of  eighteen  (18)  months  at $0.10 per share. The
deferred  financing  costs  associated  with the issuance of the debentures have
been  capitalized  and are being amortized over the 18 months. If the debentures
convert  to  equity  prior  to the 18-month term the unamortized portion will be
debited  to  additional  paid  in  capital.  The  convertible debentures are due
December  6,  2003  if  not  converted.

     The  conversion  price  of the debentures ($.25 per share) and the exercise
price  of  the  warrants  ($.10  per share) were deemed to be less than the fair
market  value of the underlying Common Stock ($.50 per share) on the transaction
date  (June  6, 2002) resulting in a beneficial conversion feature as defined in
EITF  98-5.  The  total  fair  value  of  the  warrants  using the Black-Scholes
option-pricing  model  was  $997,103.  The  proceeds allocated to the debentures
were  $1,102,897.  Because  of the conversion price relative to the stock price,
and  allocation  of  fair  value  to the warrants, the conversion feature of the
debenture  is  beneficial  to  the  holder  at  the date of issuance.  Since the
debenture  is  convertible  six  months  from  the  date  of issuance, EITF 98-5
requires  the  debenture  to be recorded at a discount on the issuance date, and
then  amortized  to  interest  expense  to  the  earliest  date the debenture is
convertible  using  the  effective  interest  method.  The  Company recorded the
discount  to  interest  expense  for  the year ended December 31, 2002 using the
straight-line  method,  which  approximates the effective interest method due to
the  short  maturity  of  the  debentures.

     On  December  16,  2002  the  Company's  board  of  directors  approved  a
modification to the warrants whereby the holder, without the prior conversion of
the  debenture,  could exercise the warrant.  As a result of the modification to
the warrants, in the first quarter of 2003 debenture holders exercised 2,800,000
warrants  at  $.10  per  share  resulting in the issuance of 2,800,000 shares of
Common  Stock  for  $280,000  in  gross  proceeds.

Recent  Changes  in  Management  and  the  Board  of  Directors

     On  January  20, 2003 Chris Holiday was made Senior Vice-President of Sales
and Marketing for the Company.  Mr. Holiday has more than 30 years of experience
in  the  golf industry, the last 10 years of which were spent at Callaway, where
he  was  credited  with leading the company's sales force from No. 6 to No. 1 in
the industry, resulting in a compound annual growth rate in sales of 52 percent.
In  one year at Callaway alone, he drove the golf ball sales force from No. 5 to
No.  2 with a 31 percent growth in sales. Company revenues grew from $20 million
to  $850  million  during  his  tenure.  Other  notable  accomplishments include
establishing  and  building  a  five-store  retail  chain with gross sales of $6
million  and  No.  1 in market share. The stores were later ranked as one of the
"Top  100  Golf  Shops  in  America"  three  times  in  Golf  Shop  Operations.

     On  October  2, 2002 Michael A. Piraino was made President, Chief Operating
Officer, Chief Financial Officer and a Director of the Company.  Mr. Piraino has
over  27 years in management experience including being the President and CEO of
a  public  consulting  and  competitive  strategy  services  company.  He  is  a
certified  public  accountant.  During  his  career, Mr. Piraino has raised more
than  $350  million  in equity and debt financing, and he has negotiated, closed
and integrated more than 30 acquisitions. He has taken two companies through the
IPO  process.

      As disclosed above Wyngate's President, Peter H. Pocklington was appointed
as  Chairman of the Board of Directors.  In addition to Mr. Pocklington, Wyngate
has  appointed  Roger Miller, Dean Reinmuth and Michael Piraino to the Company's
Board  of  Directors.  They  join Mr. Donald Anderson, the Company's Founder and
Robert  Williams  as  directors.
Bel Air Golf Subsidiaries Acquisition

     Players  Golf(R)  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(R)  are  collectively  operated as a separate
division  of  the  Company.

     The  Company  issued  a  warrant to purchase one hundred thousand (100,000)
shares  of  Common Stock exercisable at $3.00 per share, vesting and exercisable
only  if  net  revenues  from Bel Air Golf and Players Golf(R) reach Two Million


                                  Page 8 of 28
<PAGE>
Five  Hundred  Thousand ($2,500,000) in 2002, a threshold that was not achieved.
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(R),
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.

Lazereyes Golf, LLC Acquisition

     On  July  1,  2002,  the Company entered into an agreement entitled, "Asset
Purchase  Agreement",  with  Lazereyes  Golf, LLC and Stone Pine Lazereyes, LLC,
both  Colorado  limited  liability  companies,  for  the  acquisition of certain
assets.  This  agreement  covers:  (i)  all  rights  and interests in and to the
design  of  the  Lazereyes  product (a training club) which includes technology,
including  patents,  trademarks,  copyrights,  trade-names,  including  the name
Lazereyes(R),  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 the
training  club.  No liabilities were assumed.   To date there has been no income
or  expense  associated  with  Lazereyes.

     In  consideration  for  acquiring  these  assets,  the  Company  paid  the
following:  (i) 100,000 shares of restricted Common Stock; and (ii) a royalty of
One  Dollar  ($1.00)  for every Lazereyes Training Club sold for a period of two
(2)  years  commencing  with  August  1,  2002.

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 excludes 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
direct  response programs in which Alliss appears.  This agreement terminates in
December  2003.

Dean  Reinmuth  Services  Agreement

     During  2002,  the  Company  entered  into two separate agreements entitled
"Services  Agreement"  with  Dean  Reinmuth  ("Reinmuth"). Pursuant to the first
Services  Agreement,  Reinmuth  agreed  to assist with arranging, developing and


                                  Page 9 of 28
<PAGE>
producing an instructional video on distance tips for a one-time fee of $21,000.
Pursuant  to  the  second  Services  Agreement,  Reinmuth  agreed to assist with
arranging, developing, producing and representing the Company for the purpose of
marketing  and  selling  golf  clubs  and  equipment.  In  consideration for the
services to be rendered under this agreement, the Company agreed to pay Reinmuth
(i) a royalty of between $.25 - $1.00 per club on all Tsunami(R) clubs sold that
exceed  1,000  clubs  per  quarter  (ii)  golf equipment for Reinmuth (iii) a 4%
royalty  on  the  sales  of clubs designed by Reinmuth (iv) ten thousand dollars
($10,000)  per  day for appearances on behalf of the Company exceeding three (3)
per  year  and  (v)  an option to purchase one million (1,000,000) shares of the
Company's  Common Stock exercisable at $.20 per share through July 29, 2009. The
second Services Agreement terminates December 31, 2005. Mr. Reinmuth is a member
of  the  Company's  board  of  directors.  Source  of  Supply

     There  are five (5) primary components that are necessary to produce a golf
club.  The  Company 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.  The
Company  is  constantly  working  on  new materials and sources of supply in the
event  that  additional  vendors  are  necessary.
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  (8)  United  States patents and two (2)
international  patents  relating  to  the  forged  face technology and three (3)
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 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.

     The  Company  received  its  eighth  (8th)  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 recently received a patent in Japan that covers "Forged Insert
Technology".  The  patent  has  several  claims  on  forged  insert  technology
including a variable forged face insert thickness.  The insert may be thicker in
the heel and toe areas to enhance weight distribution and density throughout the
entire  hitting  area.

The  Company  plans  on  filing  additional  patents  in  the  future.

Licensing of Technology/Products

     The  Company  has  plans to protect its intellectual properties to the full
extent  of  the  law.  On  August  21,  2002,  GolfGear  and  Nike, Inc. jointly
announced  that  Nike  Golf  was  granted  a non-exclusive, long-term, worldwide
license to manufacture and sell golf clubs under GolfGear's patents covering its
proprietary  forged-face  insert  technology. The license agreement granted Nike
Golf the right to institute litigation against third parties for infringement of
GolfGear's  patents.  The  Company  began  receiving royalty payments during the
first  quarter  of  2003  on  products  shipped  by  Nike.

     The  Company  is  in discussions with a number of other potential licensees
for  the  licensing  of  its  patented  technology.


                                  Page 10 of 28
<PAGE>
     Cautionary Statement Pursuant to "Safe Harbor" Provisions of the Private
                    Securities Litigation Reform Act of 1995

     Except  for historical information, the Company's reports to the Securities
and  Exchange Commission on Form 10-K and Form 10-Q and periodic press releases,
as  a  well  as  other public documents and statements, contain "forward-looking
statements"  within the meaning of the federal securities laws.  Forward-looking
statements  are  subject  to  risks  and  uncertainties  that could cause actual
results  to differ materially from those expressed or implied by the statements.
Among  other  the  risks  and  uncertainties  include:

     History  of  Losses;  Accumulated Deficit; Working Capital Deficiency.  The
Company  has incurred losses of $2,730,170, $1,360,999, $912,256, $1,016,981 and
$4,272,673  for  the  years  ended December 31, 1998, 1999, 2000, 2001 and 2002,
respectively.  The  likelihood  of the success of the Company must be considered
in  light  of  the  problems,  expenses, difficulties, complications, and delays
frequently  encountered  in  connection with the expansion of a business and the
competitive  environment  in  which the Company operates.  Unanticipated delays,
expenses  and other problems such as setbacks in product development, and market
acceptance  are  frequently  encountered  in  connection with the expansion of a
business.  (See  "Significant Working Capital Requirements" below.)  As a result
of the fixed nature of many of the Company's expenses, the Company may be unable
to adjust spending in a timely manner to compensate for any unexpected delays in
the  development  and marketing of the Company's products or any capital raising
or  revenue  shortfall.  Any  such  delays  or shortfalls will have an immediate
adverse  impact  on  the Company's business, operations and financial condition.

     Going  Concern.   The  consolidated  financial statements as of and for the
year  ended  December 31, 2002 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 had diminishing working
capital  liquidity  at  December  31,  2002.  As  a result of these factors, the
Company's  independent  certified  public accountants have expressed substantial
doubt  about  the Company's ability to continue as a going concern.  The Company
believes  that  its efforts to further reduce costs and operate more efficiently
will generate improved cash flows, although there can be no assurances that such
efforts  will  be  successful.  Furthermore,  during  early  2002  the  Company
experienced  a  significant  drop in orders from its key retail customers.  As a
result,  the  Company's revenues in 2002 have experienced a significant decline.
The  Company is attempting to increase revenues through various means, including
expanding  brands  and  product  offerings,  new  marketing programs, and direct
marketing  to customers through direct response programs. To the extent that the
Company  is  unable  to  replace  such revenues on a timely basis, the Company's
revenues  for  future  periods  may  continue  to be depressed and the Company's
liquidity  and  ability  to  continue  to  conduct  operations  may be impaired.

     Significant Working Capital Requirements.  The working capital requirements
associated  with  the manufacture and sale of the Company's golf clubs have been
and  will  continue  to  be significant. The Company is currently not generating
sufficient  cash  flow  to  fund  its  operations and growth is dependent on the
proceeds  from  the  sale of its shares to continue its operations and implement
its  sales  and  marketing  strategy.  The  Company  will  require  substantial
additional  operating capital during 2003 to establish a comprehensive marketing
plan,  to  maintain  operations and to finance the expansion of its business. In
the  event that the Company's plans change or its assumptions change or prove to
be  inaccurate  or if the proceeds from the sale of its shares or cash flow from
operations  proves  to  be insufficient to fund operations (due to unanticipated
expenses,  technical  difficulties,  problem or otherwise), the Company would be
required  to  seek additional financing sooner than currently anticipated or may
be  required  to  significantly  curtail  or  cease  its  operations.

     The  Company  has  no  current arrangements with respect to, or sources of,
financing  other  than  it's  existing  bank  lines  of credit.  There can be no
assurance  that any financing will be available to the Company on a timely basis
and  on  acceptable terms or at all.  Any such financing may involve substantial
dilution  to the interests of the Company's shareholders.  If the Company is not
successful  in raising any additional financing necessary to fund future working
capital  needs, then the Company might be forced to cease or curtail some or all
of  Company  operations,  the  exact nature of which cannot be predicted at this
time.


                                  Page 11 of 28
<PAGE>
     Seasonal  Business;  Quarterly  Fluctuations.  Golf  is  primarily  a  warm
weather  sport and the purchasing decisions of most customers are typically made
in  the fall and a vast majority of sales are expected to occur during the first
six  months  of  the year.  In addition, quarterly results may vary from year to
year  due  to  the  timing  of  new  product  introductions,  orders  and sales,
advertising  expenditures,  promotional  periods  and  shipments.  Accordingly,
comparisons  of quarterly information of the Company's results of operations may
not  be  indicative  of  the  Company's  overall  annual  performance.

     Competition.  The  market  for  the  manufacture,  distribution and sale of
premium  quality golf clubs, accessories and other related products is intensely
competitive.  The Company faces strong existing competition for similar products
and  expects  to  face  significant  competition  from new companies or existing
companies  with  new  products.  Many of these companies may be better financed,
have  better  name  recognition  and  consumer  goodwill,  have  more  marketing
expertise  and  capabilities,  have  a large and loyal customer base, along with
other  attributes  that  may  enable  them to compete more effectively. The golf
equipment  industry  is  currently  dominated  by  four companies, Callaway Golf
Company,  Fortune  Brands  (Titleist/Cobra),  Karsten  Manufacturing  (Ping) and
Taylor  Made,  which in the aggregate, account for approximately one half of the
golf  clubs  sold  in the United States. Many purchasers of premium clubs desire
golf  clubs  that  feature  the  most  recent technology, innovative designs and
recognized  brand  names.  Over  the past five (5) years Adams Golf Co., Orlimar
Golf Company and Cleveland Golf have become competitive factors in fairway woods
and  drivers.

     Additionally,  purchases  are  often  made  based  upon  highly  subjective
decisions  that  may be influenced by numerous factors, many of which are out of
the Company's control.  Golfers' subjective preferences are subject to rapid and
unanticipated  changes.  As  a  result,  the Company expects to face substantial
competition  from  existing  and new companies that market golf clubs, which are
perceived  to  enhance  performance,  are  visually appealing or appeal to other
consumer  preferences.  Further,  the golf club industry is subject to rapid and
widespread imitation of golf club designs that, notwithstanding the existence of
any  proprietary  rights, could further hamper the Company's ability to compete.
The  Company faces competition on the basis of price, reputation and qualitative
distinctions  among  available  products.  There  can be no assurances as to the
market  acceptance  of  the Company's golf clubs in relation to its competition.

     Uncertainty  of  Market  Penetration.  Several  companies  that have strong
brand  name  recognition  currently  dominate the golf equipment industry.  As a
result,  the  market  demand for new products from new companies is subject to a
high level of uncertainty. Achieving significant market penetration and consumer
recognition  for  the  Company's  products  will require significant efforts and
expenditures  by  the  Company to inform potential customers about the Company's
products.  Although  the  Company  intends  to  use a substantial portion of its
working  capital  for  marketing and advertising, there can be no assurance that
the  Company  will  be able to penetrate existing markets for golf equipment and
related accessories on a broad basis, position its products to appeal to a broad
base  of customers, or that any marketing efforts undertaken by the Company will
result in any increased demand for or greater market acceptance of the Company's
products.

     Consumer  Preferences  and Industry Trends.  The golf equipment industry is
characterized  by  frequent introductions of new products and innovations and is
subject to rapidly changing consumer preferences and industry trends such as the
introduction  of  titanium  clubs  and oversized club heads, which may adversely
affect  the  Company's  ability  to  plan  for  future  design,  development and
marketing of its products.  Because of rapidly changing consumer preferences and
industry  trends,  most  golf  club  models  and designs have short product life
cycles.  In  addition,  new  club  models  and  basic  designs  are  frequently
introduced  and  often rejected by customers.  The Company's success will depend
on its ability to anticipate and respond to these factors and introduce products
that  meet  or exceed consumer expectations.  There can be no assurance that the
Company  will be able to anticipate and respond to changing consumer preferences
and  industry  trends or that competitors will not develop and commercialize new
innovations  that  render the Company's proprietary technology or its golf clubs
obsolete.

     The Company's future operating results are also likely to be dependent upon
the  continuing  popularity  of  golf as a sport and leisure activity.  Although


                                  Page 12 of 28
<PAGE>
golf  has gained increasing popularity over the last several years, there can be
no  assurance that its popularity as a sport and leisure activity will continue.
Any  significant  decline  in  the popularity of golf could materially adversely
affect  the  Company.  Moreover,  golf,  as a leisure activity, is affected by a
number of factors relating to discretionary consumer spending, including general
economic conditions affecting disposable consumer income, such as employment and
business  conditions,  interest  rates  and taxation.  Any significant change in
general economic conditions or uncertainties regarding future economic prospects
that  adversely  affect  discretionary  consumer spending generally, and golfers
specifically,  could  have  a  material  adverse  effect  on  the  Company.

     Dependence  on  a  Limited  Number  of  Suppliers.  The  Company  does  not
manufacture  the  components  required  to  assemble its golf clubs. The Company
relies on several suppliers for club heads and graphite shafts. The Company does
not  have  binding  long-term  supply  contracts  with  any  of  its  suppliers.
Therefore,  the  Company's  success will depend on maintaining its relationships
with  these  suppliers  and  developing  relationships  with  new suppliers. Any
significant  delay  or disruption in the supply of club heads or graphite shafts
caused  by  manufacturers'  production  limitations, material shortages, quality
control  problems, labor interruptions, shipping problems or other reasons would
materially adversely effect the Company's business. The delays in receiving such
supplies  from  alternative  sources would cause the Company to sustain at least
temporary  shortages  of  materials  to  assemble  its clubs, which could have a
material  adverse  effect  on  the  Company's  business,  operating  results and
financial  condition.

     The Company currently purchases its club heads from two sources, its shafts
from  two  sources  and its grips from three sources.  The Company purchases its
components  pursuant to purchase orders placed from time to time and, except for
those  purchase  orders, none of its suppliers is obligated to deliver specified
quantities  of  components  or  to  deliver components for any specified period.
Accordingly,  the  Company  is  substantially  dependent  on  the ability of its
suppliers  to  provide  adequate inventories of golf club components on a timely
basis  and on acceptable terms.  The Company's suppliers also produce components
for  certain of the Company's competitors, as well as other large customers, and
there can be no assurance that any such supplier will have sufficient production
capacity  to  satisfy  the Company's inventory or scheduling requirements during
any  period  of  sustained demand or that the Company will not be subject to the
risk  of  price fluctuations and periodic delays.  Although the Company believes
that  its relationships with its suppliers are satisfactory and that alternative
sources  of  each  of  the  components  are currently available, the loss of the
services  of  a  supplier  or  substantial price increases imposed by a supplier
could  result  in  production  delays, thereby causing cancellation of orders by
customers  and/or  price  increases  resulting  in reduced revenues and margins,
respectively.

     Dependence  on  Certain  Suppliers; Foreign Suppliers.  The Company imports
its  club heads from companies in Asia. As a result, the supply of the materials
required  to assemble the Company's clubs is subject to additional cost and risk
factors,  many  of  which  are out of the Company's control, including political
instability,  import  duties,  trade restrictions, work stoppages, epidemics and
foreign currency fluctuations.  An interruption or material increase in the cost
of  supply  would  materially adversely affect the Company's business, operating
results  and  financial  condition.

     Dependence  on  a Few Major Customers.  Currently, the Company is dependent
on  approximately  twenty-five  percent (25%) of its business from two (2) major
customers.  There is also the risk that the termination of the relationship with
one  or  all  of these customers cease their relationship with the Company could
have  an  adverse  affect  on  the  Company's  business.

     Uncertainty  Regarding  Patents  and Proprietary Rights.  The Company seeks
patent  protection  for  its  proprietary  products  and  technologies  where
appropriate.  The  Company currently has eight (8) United States patents and two
(2)  international  patents relating to its forged face technology and three (3)
patents  relating  to  the  Company's  putter  technology.  The Company also has
several foreign patents pending.  Corresponding foreign patent applications with
respect  to  the Company's pending United States applications have been filed in
the  appropriate foreign jurisdictions.  However, there can be no assurance that
the  Company's  pending patents will be awarded or will provide the Company with
significant  protection  against competitors.  Litigation has been necessary and
may  be  necessary in the future to protect the Company's patents, and there can
be no assurance that the Company will have the financial or managerial resources
necessary  to  pursue such litigation or otherwise to protect its patent rights.
The  Company  has  recently put various manufacturers on notice that the Company
believes  the  manufacturers  are  infringing  on  Company patents.  There is no
guarantee  that  the  Company  will have adequate resources to pursue litigation
against  these  manufacturers  or  that the Company would succeed in any ensuing
litigation.  In addition to pursuing patent protection in appropriate cases, the
Company  also  relies on trade secret protection for its un-patented proprietary
technology.  However,  trade  secrets are difficult to protect.  There can be no
assurance  that  other  companies  will  not independently develop substantially


                                  Page 13 of 28
<PAGE>
equivalent  proprietary  information  and techniques or otherwise gain access to
the  Company's  trade  secrets, that such trade secrets will not be disclosed or
that  the  Company  can  effectively  protect  its  rights  to un-patented trade
secrets.  The  Company  pursues a policy of having its employees and consultants
execute  non-disclosure agreements upon commencement of employment or consulting
relationships  with  the Company, which agreements provide that all confidential
information  developed  or  made  known  to  the individual during the course of
employment  shall be kept confidential except in specified circumstances.  There
can  be  no  assurance,  however,  that these agreements will provide meaningful
protection  for  the  Company's  trade secrets or other proprietary information.

     Dependence  on Relationships with Retailers. The Company principally relies
upon  its relationships with its retailers to market the Company's products. The
Company's  account  base  consists  of  select  golf  shops  (on  and off course
retailers)  throughout the United States. The Company maintains its relationship
with  such  retailers  both  directly  and  through  its  independent  sales
representatives.  International sales are generally conducted through the use of
foreign  distributors  in  specific  countries.  Although the Company intends to
market its products competitively and to develop business relationships with new
retailers,  there  can be no assurances that the Company can successfully expend
its  retailer  base  to  a  level  sufficient  to  reach  profitable operations.

     Technological  Innovation;  New  Products; USGA Regulation.  The technology
utilized in the Company's golf clubs is relatively new, compared to the majority
of  golf  clubs currently being marketed.  The Company believes it has extensive
patent protection for most of its golf club heads, but there can be no assurance
that it will be successful in defending and/or exploiting such patents.  Efforts
to  develop  new  technology  and  new  products  similar  to or better than the
Company's  clubs  are continuing to evolve at a rapid pace.  It is expected that
competitors  will  attempt to develop alternative golf clubs that apply existing
and/or new technology.  Such new technological innovations could have an adverse
impact  on  the  Company's  business, operating results and financial condition.
There  is  no  assurance that the Company will be able to design technologically
innovative  golf clubs or golf products that achieve market acceptance. Further,
the  Company's  existing  clubs  that  have  been  designed  and marketed may be
rendered  obsolete  within  a  relatively  short  period  of  time.

     The design and sales of golf clubs are also greatly influenced by the rules
and  regulations  of  the  United States Golf Association ("USGA"). Although the
USGA's  equipment standards only apply to USGA sanctioned events, it is critical
for  new  clubs  and existing clubs to comply with USGA standards. To the extent
that  the  Company's  clubs  are  ruled  ineligible  by  the USGA, the Company's
business,  operating  results  and  financial  condition  would  be  materially
adversely affected.  Although the Company believes that all of its current clubs
comply  with  USGA  standards and its proprietary technology is not inconsistent
with  USGA  standards, there is no assurance that any newly developed clubs will
be  deemed  to  comply  with  USGA standards or that existing USGA standards and
regulations  will not be amended to make the Company's existing clubs ineligible
for  use  in  USGA  sanctioned  events.

     The  Company has designed and plans to sell, certain clubs outside of North
America that comply with the rules and regulations of the Royal and Ancient Golf
Club  of  St.  Andrews, Scotland. These clubs may not comply with USGA rules and
regulations  and  will  not  be  sold  in  North  America.

     Influence of Other External Factors.  The golf hardware industry in general
is  a speculative venture necessarily involving some substantial risk.  There is
no  certainty  that  the  expenditures  to be made by the Company will result in
commercially  profitable  business.  The  marketability  of its products will be
affected  by  numerous factors beyond the control of the Company.  These factors
include market fluctuations, and the general state of the economy (including the
rate  of  inflation,  and  local economic conditions), which can affect peoples'
discretionary spending.  Factors that leave less money in the hands of potential
customers of the Company will likely have an adverse effect on the Company.  The
exact  effect  of  these  factors  cannot  be  accurately  predicted,  but  the
combination of these factors may result in the Company not receiving an adequate
return  on  invested  capital.

     Reliance  on  Management.  The  Company's  success  is dependent on its key
management,  especially  Peter  H.  Pocklington,  Michael  A. Piraino, Donald A.
Anderson  and  Chris  Holiday,  the  loss  of whose services could significantly


                                  Page 14 of 28
<PAGE>
impede  the  achievement  of  the Company's planned development objectives.  The
Company  currently  does  not  maintain  key  man life insurance on any of these
individuals.  In  addition,  none  of  the  officers or directors, or any of the
other  key  personnel, except for Mr. Piraino, Mr. Anderson and Mr. Holiday, has
any employment agreement with the Company.  Therefore, there can be no assurance
that  these  personnel  will remain employed by the Company.  The success of the
Company's  business  objectives will require substantial additional expertise in
such  areas  as finance, manufacturing and marketing, among others.  Competition
for  qualified  personnel  among  golf companies is intense, and the loss of key
personnel, or the inability to attract and retain the additional, highly skilled
personnel  required  for the expansion of the Company's activities, could have a
material  adverse  effect  on  the Company's business and results of operations.
Mr.  Anderson's  employment  contract  has  been  extended  through  2007.  Mr.
Piraino's  and  Mr.  Holiday's  employment  contracts  are  at-will.

     In  addition,  exclusively  the  officers and directors of the Company will
make  all  decisions  with  respect to the management of the Company.  Investors
will  only  have  rights  associated  with  minority  ownership interest to make
decisions  that  affect  the  Company.  The  success  of the Company, to a large
extent, will depend on the quality of the directors and officers of the Company.

     Control  of  the Company by Officers and Directors.  The Company's officers
and  directors  beneficially  own  approximately  sixty  percent  (60%)  of  the
outstanding  shares  of  the  Common  Stock.  As  a result, such persons, acting
together,  have  the  ability to exercise significant influence over all matters
requiring  stockholder  approval.  Accordingly,  it  could  be difficult for the
investors  hereunder  to  effectuate  control  over  the affairs of the Company.
Therefore,  it  should  be  assumed  that the officers, directors, and principal
common  shareholders  who control the majority of voting rights will be able, by
virtue  of  their  stock  holdings,  to  control the affairs and policies of the
Company.

     Limitations  on  Liability, and Indemnification, of Directors and Officers.
The  Company's Articles of Incorporation include provisions to eliminate, to the
fullest  extent  permitted by the Nevada Revised Statutes as in effect from time
to time, the personal liability of directors of the Company for monetary damages
arising  from  a  breach  of  their  fiduciary  duties as directors.  The Bylaws
include  provisions  to  the  effect that the Company may, to the maximum extent
permitted  from  time  to  time  under  applicable  law, indemnify any director,
officer,  or employee to the extent that such indemnification and advancement of
expense  is  permitted under such law, as it may from time to time be in effect.
Any  limitation  on  the  liability  of  any  director,  or  indemnification  of
directors, officer, or employees, could result in substantial expenditures being
made by the Company in covering any liability of such persons or in indemnifying
them.

     Conflicts  of Interest.  The officers and directors have other interests to
which  they  devote  time,  either  individually  or  through  partnerships  and
corporations  in which they have an interest, hold an office, or serve on boards
of  directors,  and  each  will  continue to do so notwithstanding the fact that
management  time  may be necessary to the business of the Company.  As a result,
certain  conflicts  of  interest  may exist between the Company and its officers
and/or  directors  that  may  not  be  susceptible  to  resolution.

     In  addition,  conflicts  of  interest  may  arise in the area of corporate
opportunities that cannot be resolved through arm's length negotiations.  All of
the  potential  conflicts  of interest will be resolved only through exercise by
the  directors  of such judgment as is consistent with their fiduciary duties to
the Company.  It is the intention of management, so as to minimize any potential
conflicts  of  interest,  to  present  first  to  the  Board of Directors to the
Company,  any  proposed  investments  for  its  evaluation.

     No  Assurance  of  Continued  Public  Trading  Market;  Risk  of Low Priced
Securities.  Since December 9, 1997, there has been only a limited public market
for  the  Common  Stock  of  the  Company.  The  Common  Stock of the Company is
currently  quoted  on  the  Over  the  Counter  Bulletin  Board. As a result, an
investor  may  find it difficult to dispose of, or to obtain accurate quotations
as  to  the  market  value  of the Company's securities. In addition, the Common
Stock  is  subject  to  the low-priced security or so called "penny stock" rules
that  impose  additional  sales practice requirements on broker-dealers who sell
such  securities.  The Securities Enforcement and Penny Stock Reform Act of 1990
("Reform  Act")  requires  additional  disclosure  in connection with any trades
involving  a  stock  defined  as  a  penny stock (generally, according to recent
regulations  adopted  by the U.S. Securities and Exchange Commission, any equity
security  that  has  a  market  price  of  less than $5.00 per share, subject to


                                  Page 15 of 28
<PAGE>
certain  exceptions),  including  the  delivery,  prior  to  any  penny  stock
transaction,  of a disclosure schedule explaining the penny stock market and the
risks associated therewith. The regulations governing low-priced or penny stocks
sometimes limit the ability of broker-dealers to sell the Company's Common Stock
and  thus,  ultimately, the ability of the investors to sell their securities in
the  secondary  market.

     Effects of Failure to Maintain Market Makers.   If the Company is unable to
maintain  a  National  Association  of  Securities  Dealers,  Inc.  member
broker/dealers  as  market  makers,  the  liquidity of the Common Stock could be
impaired, not only in the number of shares of Common Stock which could be bought
and  sold,  but  also through possible delays in the timing of transactions, and
lower  prices  for  the Common Stock than might otherwise prevail.  Furthermore,
the  lack  of  market makers could result in persons being unable to buy or sell
shares  of  the Common Stock on any secondary market.  There can be no assurance
the  Company  will  be  able  to  maintain  such  market  makers.

     Cash  Dividends Unlikely.  The Company has never declared or paid dividends
on  its  Common  Stock  and  currently does not anticipate or intend to pay cash
dividends  on  its  Common  Stock  in  the future.  The payment of any such cash
dividends  in the future will be subject to available retained earnings and will
be  at  the  discretion  of  the  Board  of  Directors.

     Item  2:  Properties

     The  Company  leases  an  11,000 square foot facility located in Huntington
Beach,  CA under the terms of a 5-year lease, expiring July 31, 2005.  The lease
contains  no  renewal  options  and  calls for monthly payments of approximately
$7,700.  The  Company  believes that its facilities are adequate to maintain its
existing  business  activities.

Executive Officers of the Registrant

     The following table and text sets forth the names and ages of all directors
and  executive  officers  of  the  Company  as  of  March  21,  2003:

Name                         Age          Position
----                         ---          --------

Peter  H.  Pocklington       60           Chairman  of  the  Board

Donald  A.  Anderson         52           Director,  Founder  and  Chief
Executive  Officer

Michael  A. Piraino          49           Director, President, Chief Operating
                                          Officer and Chief Financial Officer

Chris  Holiday               55           Senior Vice-President of Sales and
Marketing

Daniel  Wright               46           Vice-President  Finance  and Chief
Accounting  Officer

Robert  Williams             51           Director

Dean  Reinmuth               52           Director

Roger  Miller                65           Director


Peter  H.  Pocklington,  Chairman  of  the  Board

     Mr. Pocklington, a Canadian citizen, began his business career as the owner
of  a  successful  Ford  dealership in Ontario, Canada.  By 1975 Mr. Pocklington
became the largest Ford dealer in Canada with business interests generating over


                                  Page 16 of 28
<PAGE>
$100,000,000  in annual sales.  Throughout the 1970's and 1980's Mr. Pocklington
invested  in  real  estate and, by 1985, had accumulated substantial real estate
assets.  In  addition  from  1977 to 1998, he owned and operated one of the most
successful  sports  franchises  in history, the Edmonton Oilers Hockey Team that
won  five  (5)  Stanley  Cups.  In  1983  Mr. Pocklington ran unsuccessfully for
national  political  office  in  Canada.  Over  the  past  few years he has made
investments  and  actively  participates  in  the  management  of  in  GolfGear
International,  Inc.  and  Meditron Medical, Inc. (a Canadian Corporation).  Mr.
Pocklington  is  very  active  in  charity  work.

Donald  A.  Anderson,  Director,  Founder  and  Chief  Executive  Officer

     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 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.

Michael Piraino, President, Chief Operating Officer, Chief Financial Officer and
Director

     Mr.  Piraino  was  most  recently  Founder and CEO of CEO Resources LLC, an
executive  management  resources  company providing interim CEO services, merger
and  acquisition  and  capital  funding  advisory services to clients.  Prior to
that,  Mr.  Piraino  was  the  President  and  Chief  Operating  Officer  of
Enfrastructure  Inc.,  a  flexible  office  space  and provider of integrated IT
products  and  services.

     Prior  to  joining  Enfrastructure, Mr. Piraino was the President and Chief
Executive  Officer  of  Emergent  Information  Technologies,  Inc., a management
consulting and competitive strategy services company. Prior to joining Emergent,
he  served as Executive Vice President and Head of Corporate Development at Data
Processing  Resources  Corporation,  an  information  technology  staffing  and
solutions  company.  Mr.  Piraino earned a B.S. degree in accounting from Loyola
University  of  Los Angeles. He is a Certified Public Accountant and a member of
the  American  Institute  of  Certified  Public  Accountants.

Chris  Holiday,  Senior  Vice-President  of  Sales  and  Marketing

     Mr.  Holiday  has extensive experience in the golf industry.  Most recently
he spent 11 years with Callaway Golf, the largest and most successful company in
the golf industry where he was Senior Vice-President of U.S. Sales.  At Callaway
he  was responsible for over $500,000,000 is sales and served as a member of the
executive  management  team setting overall strategic direction for the Company.
Prior  to  that  he  owned  a successful chain of golf retail stores in Colorado
earning honors as one of the Top 20 golf retail operations in America.  Prior to
that  Mr. Holiday was a senior auditor at the national accounting firm of Arthur
Anderson  &  Company.

Daniel  Wright,  Vice  President  of  Finance

     Mr. Wright has over ten (11) years of controller/CFO experience in the golf
industry.  He  began his career in the golf industry with Tru-Form Golf as their
controller.  Tru-Form  Golf  was  a manufactured clubs and accessories under the
house  brand  name  for  the  Nevada Bob retail chain.  After more then four (4)
years  with  Tru-Form  Golf, Mr. Wright joined Grip Technology, Inc., a publicly
traded  company,  ("GTI")  as  their  controller and CFO.  GTI manufactured golf
grips for both OEMs and retail outlets.  GTI filed for bankruptcy in 1999.  From
May  of 2001 to October 2002, Mr. Wright was the Chief Financial Officer for the
Company.  From  October 2002 to the present Mr. Wright has been Chief Accounting
Officer.  In  addition to Mr. Wright's golf industry experience he has a B.A. in
Accounting  from  National  University  and  several years experience with local
accounting  firms.


                                  Page 17 of 28
<PAGE>
Robert  Williams,  Director

     Mr.  Williams  has  worked  in  the  golf  industry since 1976. He has been
involved  in  design,  production,  and sales of all types of golf equipment and
accessories  for  over  25 years. He was a former salesman for Northwestern Golf
Company,  President  of  Palm  Springs  Golf  Company,  Owner of Confidence Golf
Company,  and also former owner of 2 retail stores, Pro Golf Discount of Mission
Viejo  and  National  Golf  Warehouse in Palm Desert, Ca. He is currently a golf
club  designer and has designed golf clubs for such companies as Spalding, Lynx,
Nicklaus/Golden  Bear,  Ben  Hogan Golf, MacGregor Golf, Ram Golf, Arnold Palmer
and  many  others.  He  has  served  as  a  director  of the company since 2001.
Roger Miller, Director

     Mr.  Miller  is  a  retired  businessman  with over 40 years of experience.

Dean  Reinmuth,  Director

     With  a lifelong love of the game of golf, Dean Reinmuth has emerged as one
of the most sought after and respected golf instructors in the world today.  Mr.
Reinmuth  is  a spokesperson for his own company and represents Como Sportswear,
the Company, Golf IQ and Softrack.  He is credited with developing and marketing
the  best  selling  instructional video, "Take a Swing at Tension," and released
his  first  book  Tension  Free  Golf  in  1995.  His media credits also include
co-hosting television commentary segments for the PGA Tour where he is a regular
on  Golf Channel Academy Live.  He is the host of his own series on Golf Channel
Academy  since  1996,  as  well as a professional advisory staff member for Golf
Digest  and  a  regular contributor of articles for various golf trade magazines
and  international  golf  consumer  magazines.

     As  an  instructor,  Dean  Reinmuth  is  most recognized for developing his
"Swing Shaping System." Two of his first students were top-ranked junior players
in the San Diego area. In addition, he taught the PGA Section Player of the Year
from  the  San Diego area as well as a professional golfer who qualified for the
U.S.  Open  twice.  His  success  with  these  players led him to work with Phil
Mickleson.  Credited  with  developing  Phil's  game since age 14, Dean Reinmuth
worked  with  him  through  Mickleson's high school and college and professional
ranks.  Today  Dean  is  recognized as one of the Top 50 Golf Instructors in the
U.S.  by  Golf  Magazine and continues to work with several prominent players on
the  PGA,  LPGA,  European,  Nationwide  and  Canadian  tours.

Item 3: Legal Proceedings

Recent Litigation and Settlement

     On  November  17,  2001,  MC  Corporation, a Japanese corporation, filed an
action against GolfGear International, Inc. (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 that, combined with the 34,504 shares of preferred stock received
as dividends and pursuant to an anti-dilution provision, automatically converted
into 2,450,300 shares of Common Stock in October 2001 pursuant to a subscription
agreement dated September 1, 1999 (the "Subscription Agreement"). MC Corporation
contended  that  it was entitled to approximately an additional 8,500,000 shares
of  Common Stock based on its interpretation of the reset provision contained in
the  Subscription  Agreement.  The  Company  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  had  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.


                                  Page 18 of 28
<PAGE>
     On May 30, 2002, the Company entered into a settlement agreement and mutual
general  release (the "Settlement Agreement") with MC Corporation, John Kura and
Keizaikai USA, Inc. (hereinafter collectively referred to as the "MC Corporation
parties").  The  Settlement Agreement provided that the Company issue a total of
3,000,000  shares  of  Common  Stock to MC Corporation and such shares have been
reflected  as  issued  and  outstanding in the Company's financial statements at
December  31,  2002. The 3,000,000 shares of Common Stock consisted of 2,450,300
shares  of  Common  Stock  for  the  conversion  (at  the  specified  ten to one
conversion  rate)  of  245,030  shares of convertible preferred stock previously
issued  to  MC  Corporation. The Company was given the right of first refusal to
repurchase  any  shares of Common Stock owned by MC Corporation it may desire to
sell in a private transaction for a period of eighteen (18) months from the date
of  execution  of the Settlement Agreement. All stock options and warrants owned
by  the MC Corporation parties were cancelled and MC Corporation's anti-dilution
rights  arising  under  the Settlement Agreement were terminated. The Settlement
Agreement  also  provided  that MC Corporation's representative on the Company's
Board  of  Directors  resign,  and  the Company's distribution agreement with MC
Corporation  be  formally  terminated.

     The  MC  Corporation parties agreed to restrict the sale of their shares of
Common  Stock  in  a  public transaction for a period of eighteen (18) months as
follows: no sale of shares shall be made during the first six (6) months; during
the  second  six  (6)  months, the MC Corporation parties agreed to sell no more
than  fifty  percent (50%) of the limitation on volume restrictions contained in
Rule  144(e) of the Securities Act of 1933, as amended; during the third six (6)
month  period,  all sales must be made in compliance with the volume limitations
contained  in  Rule  144(e).

Item  4:  Submission  of  Matters  to  a  Vote  of  Security  Holders

     None.

                                     PART II

Item  5:  Market  for Registrant's Common Equity and Related Shareholder Matters

     The  Company's Common Stock is traded on Nasdaq's Over the Counter Bulletin
Board  using the symbol "GEAR". The following table sets forth the first quarter
of  2003, 2002 and 2001 high and lows sales prices of the Company's Common Stock
as  reported  on  Nasdaq  for  the  periods  indicated.


                                         High        Low
                                         -----       -----
     Year Ending December 31, 2003
       First Quarter                     $0.19       $0.26

     Year Ended December 31, 2002
       First Quarter                     $0.27       $0.02
       Second Quarter                    $0.70       $0.17
       Third Quarter                     $0.45       $0.20
       Fourth Quarter                    $0.31       $0.14

     Year Ended December 31, 2001
       First Quarter                     $0.33       $0.21
       Second Quarter                    $0.23       $0.18
       Third Quarter                     $0.19       $0.07
       Fourth Quarter                    $0.05       $0.01

     Year Ended December 31, 2002
       First Quarter                     $0.19       $0.26


     As of March 20, 2003, there were approximately 194 holders of record of the
Company's  Common  Stock.

     The  Company  has never paid any cash dividends on its Common Stock and has
no  present  intention  of  doing  so.


                                  Page 19 of 28
<PAGE>
Item 6: Management's Discussion and Analysis of Financial Condition and Results
of Operations.

     This  Annual  Report  on  Form  10-KSB for the year ended December 31, 2002
contains  "forward-looking"  statements within the meaning of Section 27A of the
Securities  Act of 1933, as amended, including statements that include the words
"believes",  "expects",  "anticipates",  or  similar  expressions.  These
forward-looking  statements  include,  among  others,  statements concerning the
Company's expectations regarding its working capital requirements, gross margin,
results  of  operations,  business,  growth  prospects,  competition  and  other
statements  of  expectations,  beliefs, future plans and strategies, anticipated
events  or  trends,  and  similar  expressions  concerning  matters that are not
historical facts.  The forward-looking statements included in this Annual Report
on  Form  10-KSB  for the year ended December 31, 2002 involve known and unknown
risks,  uncertainties  and  other  factors  that could cause the actual results,
performance  or  achievements  of  the  Company  to differ materially from those
expressed  in  or  implied  by  the forward-looking statements contained herein.

Overview

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

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

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

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

     The  Company  is  attempting  to  increase  revenues through various means,
including  expanding  product  offerings,  new  marketing  programs,  and  the
production  of  on  a  direct response program, which it hopes will air in early
December.  These  types  of programs take time to develop and the results of any
successful  program  may  not  be  apparent  in the Company's revenues for 2002.

     The  Company  has  raised  $2,300,00  in  new  capital,  and  is  currently
attempting  to  raise additional 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.

Results  of  Operations

Years  Ended  December  31,  2002  and  2001

             Net  sales decreased to $1,546,234 in 2002 from $2,143,371 in 2001,
a  decrease  of  $597,137  or 27.9%.  Several key events led to the reduction in
sales.  Initially  the  shortage  of  working  capital  in  the third and fourth
quarters  of  2001  delayed the production of inventory resulting in the loss of
some  customer  sales in the first quarter of 2002.   These initially lost sales
resulted  in  the loss of re-orders significantly affecting the Company's second
and  third  quarter  sales.  The  Company also terminated two of its key foreign
distributors.  Historically  foreign  sales  have  always  been  a  significant


                                  Page 20 of 28
<PAGE>
component  of the Company's total sales.  The Company is in current negotiations
to  replace  both  these  of  these distributors.  Domestic sales were adversely
affected  by  the  loss  of  a major customer due to a change in ownership.  The
decision  by  the United States Golf Association (USGA) not to set new equipment
standards  for  spring-like effect contributed to customer confusion and reduced
sales  throughout  the  industry.  These  standards  or  rules  state  that  the
coefficient  of restitution (COR) is not to exceed 0.830, but had indicated that
the  rule  might  change.  The  Company  delayed  product  development  and  the
production  of  inventory  until  it  was  certain  that  its  product  would be
conforming  to  with  all  USGA  rules  and  regulations.

     Gross  profit  decreased  to  $260,024  in  2002 from $937,762 in 2001, and
decreased  as  a percentage of net sales to 16.8% in 2002 from 43.8% in 2001. As
the  Company  continues  to  redesign  its  product  line  and  incorporate  new
technology  it has chosen to provide reserves against certain obsolete inventory
(a  total  of  $195,443  for  2002).  As  the  retail  prices  of  the Company's
competitor's  products continue to decline the Company has been forced to reduce
it's  pricing  to remain competitive and maintain its market share. Historically
the  Company  has  had  gross  margins  in  the forty percent range. In order to
maintain  these  margins  the  Company will have to maintain its current pricing
levels,  reengineer  its  processes  and  negotiate  better  pricing  from  its
suppliers.

     Selling  and  marketing  expenses  increased  to $553,971 in 2002 (35.8% of
sales) from $326,825 in 2001 (15.2% of sales), an increase of $227,146 or 69.5%.
In  2002  the  Company  initiated  a  number  of  new sales and marketing plans.
Initially  the  expenses  associated with the plans were disproportionate to the
current level of sales.  During the year the Company incurred increased expenses
for  consultants,  travel,  advertising,  and  marketing  which should result in
greater  sales  activity  in  the  future.

     Tour and pro contract expenses decreased to $93,101 in 2002 (6.0% of sales)
from $108,401 in 2001 (5.1% of sales), a decrease of $15,300 or 14.1%.  Tour and
pro  contract  expenses decreased in 2002 as compared to 2001 as a result of the
previous  contracts  expiring  and  the  Company  opting  not  to  renew  them.

     Bad  debt  expense  decreased  to  $53,899 in 2002 from $149,945 in 2001, a
decrease  of  $96,046  or 64.1%.  The decrease is due to tighter credit policies
and  an  increased  effort  to  collect  accounts  in  a  timelier  manner.

     General  and administrative expenses increased to $1,452,742 in 2002 (94.0%
of  sales)  from  $1,074,972  in  2001  (50.2%  of  sales),  a 35.1% increase or
$377,770.  In  2002 the Company added some new key personnel resulting increased
salaries  and  related  fringe  benefits.  In addition the company had increased
insurance and legal expenses.  The increase in legal expenses was a result of an
action  taken  by a major shareholder and former distributor now settled and the
expense  associated  with  an  unsuccessful  offering,  including the payment of
$25,000  to  secure  a  mutual  release.

     Depreciation and amortization decreased to $48,578 in 2002 from $115,539 in
2001,  a decrease of $66,961 or 60.6%. The decrease is a result of the write off
of  goodwill  and  certain  other  tangible  assets  at  December  31,  2001.

     Interest  expense increased to $2,402,528 in 2002 from $17,259 in 2001. The
primary  reason  for  the  increase  expense was the issuance of the convertible
debentures  including  the  amortization  of  the finder's fees, and the imputed
value  of  the  associated  the beneficial conversion feature of the options and
warrants  which resulted in non-cash interest expense charges of $2,100,000. The
convertible  debentures  were  issued  in June of 2002 and they bear interest at
seven  percent  (7%).  The  sale  of  the  debenture  resulted  in  $516,054  in
capitalized  financing  costs. These costs are being amortized over the 18-month
life  of  the  debenture.  The  imputed beneficial conversion of the options and
warrants  were  $1,102,897 and $997,103 respectively. These imputed amounts have
been  fully  amortized  to  interest  expense by the date of earliest conversion
December  6,  2002.

     Net  loss  was $4,272,673 for 2002, as compared to a net loss of $1,016,981
for 2001, an increased loss of $3,255,694.  The increased net loss includes more
than  $2,380,000  of  additional  interest  expense (including non-cash interest
expense  charges  of $2,100,000), $195,443 in obsolete inventory adjustments and
$604,000  in increased selling and administrative expenses some of which will be
nonrecurring.

     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 Common
Stockholders.  The  Company  did  not  have  preferred  stock  in  2002.


                                  Page 21 of 28
<PAGE>
Liquidity  and  Capital  Resources

     The consolidated financial statements as of and for the year ended December
31,  2002  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.  For the year ended December 31, 2002 the Company incurred
losses  from operations of $1,942,267 and a net loss of $4,272,673 and used cash
in  operating activities of $2,352,375 and as of December 31, 2002 had a working
capital  deficit of $2,733,139 and a stockholders' deficit of $1,608,984.   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  2003,  the  Company's liquidity and ability to continue to conduct
operations  may  be  impaired.

     The  Company  will require substantial additional capital to fund operating
requirements.  The  Company  is  exploring  various  alternatives  to raise this
required  capital,  including convertible debentures, private infusion of equity
and various collateralized debt instruments, 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.

     The  Company  has financed its working capital requirements during the past
few years principally from the private placement of securities.  Such funds have
periodically  been  supplemented  with short-term borrowings under the Company's
bank  line  of  credit  and  other  private sources.  One bank line of credit is
secured  by  eligible  accounts  receivable and has a maximum borrowing level of
$250,000,  which  expires  December  2003.  The  other is an unsecured revolving
credit  line  and  has  a  maximum  borrowing  level of $70,000.  The Company is
actively seeking an investment of additional capital.  If adequate funds are not
available on acceptable terms, the Company may be unable to continue operations,
develop, enhance and market products; retain qualified personnel, take advantage
of future opportunities; or respond to competitive pressures, any of which could
have  a  material  adverse  effect on the Company's business, operating results,
financial  condition  or  liquidity.

     Operating Activities.  The Company's operations utilized cash of $2,352,375
during  the year ended December 31, 2002, as compared to cash of $5,393 provided
during  the  year  ended  December  31,  2001.  The increase in cash utilized in
operating  activities  in  2002  as  compared  to 2001 was primarily a result of
reduced sales levels, lower gross margins and higher then normal sales marketing
expenses.  At  December  31,  2002  cash was $117,018 representing a decrease of
$3,117,  as  compared to $120,135 at December 31, 2001.  The Company had working
capital  deficit  of  $2,733,139  at  December  31, 2002, as compared to working
capital  deficit  of $390,171 at December 31, 2001, reflecting current ratios of
0.26:1  and  0.75:1  at  December  31, 2002 and December 31, 2001, respectively.

     Investing  Activities.  During  the  year ended December 31, 2002 and 2001,
net  cash  used  in  investing  activities was $31,981 and $7,618, respectively.

     Financing  Activities.  The  Company  completed  an  agreement with Wyngate
Limited,  a  Jersey  Limited Company, which included the sale of fifteen million
(15,000,000)  shares  of  Common  Stock at Seven and One-Half Cents ($0.075) per
share,  for  an  aggregate purchase price of One Million One Hundred Twenty-Five
Thousand  Dollars ($1,125,000), paid by Two Hundred Thousand Twenty-Five Dollars
($200,025)  in  cash  and a promissory note due and payable eighteen (18) months
from  the  date  thereof  in  the  principal  amount of Nine Hundred Twenty-Four
Thousand  Nine Hundred Seventy-Five Dollars ($924,975).  The promissory note was
secured  pursuant  to a stock pledge agreement that pledged 12,333,000 shares of
the  Common Stock, which were held by the Company as security for payment of the
promissory  note.  See  amendment to the stock pledge agreement below.  Upon the


                                  Page 22 of 28
<PAGE>
closing  of  this  offering,  Wyngate  Limited,  and  its  President,  Peter  H.
Pocklington,  gained  control of the Company and obtained the right to appoint a
majority  of  the board of directors.  As a requirement of the transaction Peter
H.  Pocklington  was  made  Chairman of the Board.  The agreement also gives Mr.
Pocklington  the right to merge the Company with his medical products company in
a  reverse  merger  at  a  price of Twenty-Five Cents ($.25) per share of Common
Stock.  The  value  of  the  medical  products  company  shall  be determined by
obtaining  a  fairness  opinion  from  a  reputable  investment-banking  firm.

     During  the  fourth  quarter  of  2002,  Mr. Pocklington loaned the Company
$200,000  in  exchange for an amendment to the stock pledge agreement to release
9,029,518  shares of Common Stock held by the Company as security for payment of
the  promissory  note.  The  promissory note remains collateralized by 3,303,482
shares of Common Stock to secure the unpaid balance of the promissory notes less
the  loan  to the Company. The loan bears interest at 9 1/2% and is due on April
20,  2003. The Company's board of directors unanimously approved the transaction
by  written  consent  on  November  20,  2002

     During the year ended December 31, 2002, the Company sold $2,100,000 in the
form  of  a  convertible  debenture.  The debentures are convertible into Common
Stock  at  $0.25 per share for a period of twelve (12) months commencing six (6)
months  after  the  initial sale of the debentures. The Company's patents secure
the  debentures.  For  each  share of Common Stock issued upon conversion of the
debentures,  one (1) Common Stock purchase warrant will be issued, which will be
exercisable  for  a  period  of  eighteen  (18)  months  at $0.10 per share. The
deferred  financing  costs  associated  with the issuance of the debentures have
been  capitalized  and are being amortized over the 18 months. If the debentures
convert  to  equity  prior  to the 18-month term the unamortized portion will be
debited  to  additional  paid  in  capital.

     As  of December 31, 2002 the Company has borrowed $70,894 under its secured
line  of  credit  arrangements  with banks. Borrowing availability under all the
Company's  lines  of  credit  was  $231,876  at  December  31,  2002.

     On  December  16,  2002  the  Company's  board  of  directors  approved  a
modification to the warrants whereby the holder, without the prior conversion of
the  debenture,  could  exercise the warrant. As a result of the modification to
the warrants, in the first quarter of 2003 debenture holders exercised 2,800,000
warrants  at  $.10  per  share  resulting in the issuance of 2,800,000 shares of
Common  Stock  for  $280,000  in  gross  proceeds.

     Funds from these transactions have been used for working capital, sales and
marketing,  tour  promotion,  inventory  purchases,  accounts  payable,  patent
development,  completion  of  the  direct response program and general operating
expenses.

Critical  Accounting  Policies

     The  Company's  financial  statements  are  prepared  in  accordance  with
accounting  principles  generally  accepted  in the United States, which require
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities at the date of the financial statements, the disclosure
of  contingent  assets and liabilities, and the reported amounts of revenues and
expenses  during  the  reporting  period. Actual results could differ from those
estimates. We believe the following critical accounting policies affect our more
significant  estimates  and assumptions used in the preparation of our financial
statements.  Our  significant  estimates  and  assumptions  are reviewed and any
required  adjustments  are  recorded  on  a  quarterly  basis.

     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  consist  of materials, labor and manufacturing
overhead  and  are  stated at lower of cost (first-in, first-out) 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 either written off as a direct charge to cost of goods sold or included
in  the  reserve  allowance.  The  loss  from  the liquidation or destruction of
obsolete  and  discontinued  inventory is applied against the reserve allowance.


                                  Page 23 of 28
<PAGE>
Revenue  Recognition  -  Revenue  is  recognized  in accordance with SAB No. 101
"Revenue  Recognition in Financial Statements". Sales of products 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.

     The  Company has a direct response program in production. Prepaid marketing
costs  are  capitalized  as  incurred  then  amortized  to  expense  on  a
cost-pool-by-cost-pool  basis  over  the period during which the future benefits
are  expected  to  be  received.

     The  Company  has  obtained  $2,100,000  financing  through  convertible
debentures.  The  costs associated with the issuance of the Debentures have been
capitalized  and  are  being  amortized  over  the 18 months.  If the Debentures
convert  to  equity  prior  to the 18-month term the unamortized portion will be
debited  to  additional  paid  in  capital.

New  Accounting  Pronouncements:

     In  June  2001, the Financial Accounting Standards Board (FASB) issued SFAS
No.  141,  "Business  Combinations",  and  SFAS  no.  142  "Goodwill  and  Other
Intangible Assets". SFAS No. 141 prospectively prohibits the pooling-of interest
method  and requires the purchase method of accounting for business combinations
initialed  after  June  30,  2001.  SFAS  No.  142  requires  companies to cease
amortizing  goodwill that exists at the date of adoption. Any goodwill resulting
from  acquisitions completed after June 30, 2001 will not be amortized. SFAS No.
142  also  establishes  a  new  method  of testing goodwill and other intangible
assets  for impairment on an annual basis or an interim basis if an event occurs
or  circumstances  change  that  would reduce the fair value of a reporting unit
below  its carrying value. The Company effectively adopted these standards as of
January  1,  2002.  No  impairments  were  recorded  in  2002.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or  Disposal  of  "Long-Lived  Assets",  which  supersedes  previous
guidance on Financial accounting and reporting for the impairment or disposal of
long-lived  assets  and  for  segments  of  a  business  to be disposed of. This
Standard  supersedes  SFAS  no.  121 and portions of APB Opinion No. 144 did not
have  a  significant  impact  on  the Company's financial position or results of
operations.

     In  July  2002, the FASB issued SFAS No. 146 nullifies Emerging Issues Task
Force  Issue  No.  94-3: "Liability Recognition for certain Employee Termination
Benefits and Other Cost to Exit an Activity (including Certain Costs Incurred in
a  Restructuring)".  SFAS  No.  146  requires that a liability be recognized for
those  costs  only  when  the  liability is incurred, that is, when it meets the
definition  of a liability in the FASB's conceptual framework, SFAS No. 146 also
establishes  fair  value  as  the  object for initial measurement of liabilities
related  to  exit  or disposal activities. SFAS No. 146 is effective for exit or
disposal  activities  that  are  initiated after December 31, 2002, with earlier
adoption  encouraged.  Management  does  not expect the adoption of SFAS No. 146
will  have  a  material impact on the Company's financial position or results of
operations.

     In  December 2002 the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transaction  and  Disclosure."  SFAS  No. 148 amends SFAS No 123 to
provide  alternative  methods  of  transition for a voluntary change to the fair
value  based  method  of accounting for stock-based compensation. It also amends
the  disclosure  requirements  of SFAS No. 123. If an entity elects to adopt the
recognition  provisions  of  the  fair  value  based  method  of  accounting for
stock-based  compensation  in  a fiscal year beginning before December 16, 2003,
that  change  in  accounting  principle  shall  be reported using either the (i)
prospective  method,  (ii)  the  modified  prospective  method,  or  (iii)  the
retroactive  restatement  method  as  defined  in  SFAS No. 148. SFAS No. 148 is
effective for fiscal years ending after December 15, 2002. Since the Company has
elected  to  continue  accounting for stock-based compensation under APB No. 25,
the  adoption  of  SFAS  no.  148  has  had no impact to the Company's Financial
position or results of operations. The Company's financial statement disclosures
have  been  designed to conform to the new disclosure requirements prescribed by
SFAS  No.  148.


                                  Page 24 of 28
<PAGE>
Item 7.  Financial Statements

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

Item  8:  Financial  Statement  and  Supplementary  Data

     The  financial  information required by Item 8 is incorporated by reference
to the consolidated financial statements and notes thereto as an exhibit in Part
IV,  Item  15.

Item  9:  Changes  and  Disagreements  with  Accountants  on  Accounting  and on
Financial  Disclosure

     There have been no disagreements with the Company's independent accounts on
accounting  or  financial  disclosure.

                                    PART III

Item 10: Directors and Executive Officers of the Registrant

     Incorporated herein by reference to the Company's Definitive Proxy
Statement with respect to the Company's Annual Meeting of Shareholders scheduled
to be held on June 27, 2003.

Item 11: Executive Compensation

     Incorporated herein by reference to the Company's Definitive Proxy
Statement with respect to the Company's Annual Meeting of Shareholders scheduled
to be held on June 27, 2003.

Item 12: Security Ownership of Certain Beneficial Owners and Management

     Incorporated  herein  by  reference  to  the  Company's  Definitive  Proxy
Statement with respect to the Company's Annual Meeting of Shareholders scheduled
to  be  held  on  June  27,  2003.

Item  13:  Certain  Relationships  and  Related  Transactions

     Incorporated  herein  by  reference  to  the  Company's  Definitive  Proxy
Statement with respect to the Company's Annual Meeting of Shareholders scheduled
to  be  held  on  June  27,  2003.

Item  14:  Controls  and  Procedures

a) Evaluation  of  Disclosure  Controls  and  Procedures

     Based on their evaluation as of a date within 90 days of the filing date of
this  report,  the Company's Chief Executive Officer and Chief Financial Officer
have concluded that the Company's disclosure controls and procedures (as defined
in  Rules  13a-14  and  15d-14  under  the  Securities Exchange Act of 1934 (the
"Exchange  Act"))  are  effective  to  ensure  that  information  required to be
disclosed  by the Company in reports that it files or submits under the Exchange
Act  is  recorded,  processed,  summarized  and reported within the time periods
specified  in  the  Securities  Exchange  Commission  rules  and  forms.

b) Changes  in  Internal  Controls

     There  have  been no significant changes in the Company's internal controls
or  in  other  factors  that  could significantly affect the disclosure controls
subsequent  to  the Chief Executive Officer's and Chief Financial Officer's most
recent  evaluation,  and  there  have  been no corrective actions with regard to
significant  deficiencies  and  material  weaknesses  in  such  controls.


                                  Page 25 of 28
<PAGE>
                                     PART IV

Item 15: Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  Documents

(1)  Financial  Statements
     Statement of Management's Responsibility for Financial Statement
     Report of Independent Accountants
     Consolidated Statements of Operation for the two years ended December 31,
     2002 and 2001
     Consolidated Balance Sheets as of December 31, 2002 and 2001
     Consolidated Statements of Stockholder Equity (Deficit) as December 31,
     2002 and 2001
     Consolidated Statements of Cash Flows for the two years ended December 31,
     2002 and 2001
     Notes to Consolidated Financial Statements

All other schedules call for under Regulation S-X are not submitted because they
are not applicable or not required, or because the required information is
included in the financial statements or notes thereto.

(b)  Reports  on  Form  8-K

     (1)  On April 8, 2002, GolfGear International, Inc. (the "Company") entered
          into a stock purchase agreement with Wyngate Limited, a Jersey Limited
          Company  ("Wyngate"),  whereby  Wyngate  agreed to purchase 15,000,000
          shares  of  the  Company's  common  stock.

     (2)  On  May  30, 2002, the Company entered into a settlement agreement and
          mutual  general  release  (the  "Settlement  Agreement")  with  MC
          Corporation,  John  Kura  and  Keizaikai  USA,  Inc.  (hereinafter
          collectively  referred  to  as  the  "MC  Corporation  parties").

     (3)  On  June  6,  2002,  GolfGear  International,  Inc.  (the  "Company")
          completed  the  sale  of  $2,000,000  of  convertible  debentures. The
          debentures  are convertible into common stock at $0.25 per share for a
          period  of  twelve  (12)  months  commencing  six (6) months after the
          initial  sale  of  the  debentures.  The  Company's patents secure the
          debentures.  For  each share of common stock issued upon conversion of
          the  debentures, one (1) common stock purchase warrant will be issued,
          which  will  be  exercisable  for  a period of eighteen (18) months at
          $0.10  per  share.

     (4)  Effective  August  21,  2002, GolfGear International, Inc. has granted
          Nike Golf a non-exclusive, long-term, Worldwide license to manufacture
          and  sell golf clubs under GolfGear's patents covering its proprietary
          forged-face  insert technology. The license agreement grants Nike Golf
          the  right  to  institute  litigation  against  third  parties  for
          infringement  of  GolfGear's  patents

(c)  Exhibits

    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)
  10.10    GolfGear International, Inc. 1997 Stock Incentive Plan (1)(C)
  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)


                                  Page 26 of 28
<PAGE>
  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)
  10.22    Employment Agreement (Michael A. Piraino) (4)
  10.23    Employment Agreement (Donald A. Anderson) (4)
  10.24    Loan Agreement (Peter H. Pocklington) (4)
  10.25    Employment Agreement (Chris Holiday) (4)
  10.26    Attorney Fee Agreement (Fulbright & Jaworski LLP) (4)
  21       Subsidiaries of the Registrant (1)
  99.1     Patents (1)
  99.2     Trademarks (1)
  99.3     Certifications Pursuant to Sarbanes-Oxley Act of 2002 (4)

Footnotes:

     (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.


                                  Page 27 of 28
<PAGE>


        STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

To  the  Shareholders  of  GolfGear  International,  Inc.:

     Management,  who  accepts  full  responsibility  for  their  integrity  and
objectivity,  prepared  the  consolidated  financial statements and accompanying
information.  The statements were prepared in conformity with generally accepted
accounting  principles  in  the United States and, as such, include amounts that
are  based  on  management's  best  estimates  and  judgments.

     Management  is  further  responsible  for  maintaining a system of internal
accounting  control  designed  to provide reliable financial information for the
preparation  of  financial  statements,  to  safeguard  assets  against  loss or
unauthorized  used  and to ensure that transactions are executed consistent with
Company  policies  and  procedures.  Management  believes that existing internal
accounting  control  systems  are  achieving  these  objectives  and  provide
reasonable, but not absolute, assurance concerning the accuracy of the financial
statements.

     The  Board of Directors, through its Audit Committee, which consists solely
of  outside  directors,  exercises oversight of management's financial reporting
and  internal  accounting  control  responsibilities.  The  Committee  meets
periodically with financial management and the independent accountants to obtain
reasonable  assurance  that  each is meeting its responsibilities and to discuss
matters  concerning  auditing,  internal  accounting  control  and  financial
reporting.  The  independent accountants have free access to meet with the Audit
Committee  without  management's  presence.


/s/ Peter H. Pocklington
Peter H. Pocklington
Chairman of the Board

/s/ Donald A. Anderson
Donald A. Anderson
Chief Executive Officer and Founder

/s/ Michael A Piraino
Michael A. Piraino
President, Chief Operating Officer and Chief Financial Officer

/s/ Daniel S. Wright
Daniel S. Wright
VP Finance and Chief Accounting Officer


                                  Page 28 of 28
<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . . . .F-1

Consolidated Balance Sheets at December 31, 2002 and 2001 . . . . . . . . . .F-2

Consolidated Statements of Operations
    for the years ended December 31, 2002 and 2001. . . . . . . . . . . . . .F-4

Consolidated Statements of Stockholders' Equity (Deficit)
    for the years ended December 31, 2002 and 2001 . . . . . . . . . . . . . F-5

Consolidated Statements of Cash Flows
    for the years ended December 31, 2002 and 2001. . . . . . . . . . . . . .F-7

Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . .F-9


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors  and  Stockholders
GolfGear  International,  Inc.:

We  have  audited  the  accompanying  consolidated  balance  sheets  of GolfGear
International,  Inc.  and subsidiaries as of December 31, 2002 and 2001, and the
related  consolidated  statements  of operations, stockholders' 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, 2002 and 2001,
And  the  consolidated  results of their operations and their 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 also 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
March  21,  2003


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 and 2001


                                                                2002           2001
                                                            -------------  ------------
<S>                                                         <C>            <C>
ASSETS

Current assets:
  Cash                                                      $    117,018   $   120,135
  Accounts receivable, net of allowance for doubtful
  accounts of $99,079 and $78,337, respectively                  302,216       335,755
  Inventories                                                    492,904       691,265
  Prepaid expenses                                                58,053        22,450
                                                            -------------  ------------
Total current assets                                             970,191     1,169,605

Property and equipment, net of accumulated depreciation           98,740       128,754

Other assets:
  Patents and trademarks, net of accumulated amortization        100,515        83,922
  Deferred financing costs                                       315,366             -
  Prepaid marketing costs and other assets                       609,534        12,400
                                                            -------------  ------------
Total assets                                                $  2,094,346   $ 1,394,681
                                                            =============  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                     $    967,108   $ 1,127,427
  Accrued product warranties                                     116,102       101,593
  Accrued interest payable                                        89,449         8,438
  Bank line of credit                                             70,894        57,100
  Notes payable to stockholders                                  200,000        97,166
  Notes payable, current portion                                  83,177        69,091
  Convertible debentures                                       2,100,000             -
  Deferred licensing revenue                                      75,000             -
  Other current liabilities                                        1,600        98,961
                                                            -------------  ------------
Total current liabilities                                      3,703,330     1,559,776

Notes payable, net of current portion                                  -        50,000

Stockholders' deficit:
   Common stock, $.001 par value; authorized
   - 50,000,000 shares; issued and outstanding
   - 34,856,154 shares and 17,989,454 shares, respectively        34,856        17,989
  Additional paid-in capital                                  12,808,763     8,901,273
  Common stock purchase receivable note                         (945,164)            -
  Deferred compensation                                         (100,409)            -
  Accumulated deficit                                        (13,407,030)   (9,134,357)
                                                            -------------  ------------
 Total stockholders' deficit                                  (1,608,984)     (215,095)
                                                            -------------  ------------
 Total liabilities and stockholders deficit                 $  2,094,346   $ 1,394,681
                                                            =============  ============

                 See notes to consolidated financial statements.
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 and 2001


                                                                       2002          2001
                                                                   ------------  ------------
<S>                                                                <C>           <C>
 Sales, net                                                        $ 1,546,234   $ 2,143,371
 Cost of goods sold                                                  1,286,210     1,205,609
                                                                   ------------  ------------
   Gross profit                                                        260,024       937,762

 Operating Expenses:
   Selling and marketing                                               553,971       326,825
   Tour and pro contracts                                               93,101       108,401
   Bad debt expense                                                     53,899       149,945
   General and administrative                                        1,452,742     1,074,972
   Depreciation and amortization                                        48,578       115,539
   Write-off of goodwill                                                     -       150,385
                                                                   ------------  ------------
 Total operating expenses                                            2,202,291     1,926,067

 Loss from operations                                               (1,942,267)     (988,305)

 Other income (expense):
   Gain on settlement of old accounts payable                           69,654             -
   Interest income                                                      29,237           774
   Interest expense:
   Beneficial conversion feature on convertible debt (non-cash)     (1,102,897)            -
   Fair value of warrants issued with convertible debt (non-cash)     (997,103)            -
   Interest at stated borrowing rates                                 (302,528)      (17,259)
                                                                   ------------  ------------
                                                                    (2,402,528)      (17,259)
                                                                   ------------  ------------

   Other expenses                                                      (26,769)      (12,191)
                                                                   ------------  ------------
 Net loss                                                          $(4,272,673)  $(1,016,981)
                                                                   ============  ============

 Net loss applicable to common stockholders:
   Net loss                                                        $(4,272,673)  $(1,016,981)
   Less dividends on convertible preferred stock                             -      (110,704)
                                                                   ------------  ------------
 Net loss applicable to common stockholders:                       $(4,272,673)  $(1,127,685)
                                                                   ============  ============

 Loss per common share - basic and diluted                         $     (0.14)  $     (0.07)
                                                                   ============  ============

Weighted average number of common shares outstanding
  - basic and diluted                                               30,283,779    15,983,673
                                                                   ============  ============

                 See notes to consolidated financial statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                    GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                       YEARS ENDED DECEMBER 31, 2002 AND 2001

                                           Preferred Stock              Common Stock
                                        --------------------  --------------------------------     Additional         Deferred
                                          Shares     Amount        Shares           Amount       Paid-in Capital    Compensation
                                        ----------  --------  ----------------  --------------  -----------------  --------------
<S>                                     <C>         <C>       <C>               <C>             <C>                <C>
Balance, December 31, 2000                233,228   $   233        15,273,598   $      15,274   $      8,728,436   $           -

Issuance of common stock
  for services                                                        265,556             265             64,350
Preferred stock dividend                   11,802        12                                              110,692
Conversion of preferred stock            (245,030)     (245)        2,450,300           2,450             (2,205)
Net loss
                                        ----------  --------  ----------------  --------------  -----------------  --------------
Balance, December 31, 2001                      -         -        17,989,454          17,989          8,901,273               -
                                                                                                                   --------------
Cancellation of stock                                                (100,000)           (100)               100
Issuance of stock for the reset
  provision in the conversion
  of the Preferred stock                                              549,700             550               (550)
Issuance of stock for the
  acquisition of  Lazereye's assets                                   100,000             100             27,900
Issuance of stock for services                                        195,000             195             51,655
Issuance of stock for finders fees                                  1,072,000           1,072            266,928
Issuance of warrants for finders fees                                                                    218,120
Sale of common stock                                               15,000,000          15,000          1,110,000
Interest income on stock purchase note
Exercise of options                                                    50,000              50                450
Options issued to employees
  at below fair-market value                                                                              13,750
Beneficial conversion feature
  of convertible debentures                                                                            1,102,897
Fair value of warrants issued
  with convertible debentures                                                                            997,103
Deferred compensation for
  options granted to non-employees                                                                       119,137        (119,137)
Amortization of deferred compensation                                                                                     18,728
Net loss for the year
                                        ----------  --------  ----------------  --------------  -----------------  --------------
Balance, December 31, 2002              $       -   $     -        34,856,154   $      34,856   $     12,808,763   $    (100,409)
                                        ==========  ========  ================  ==============  =================  ==============


                                             Common Stock
                                         Purchase Receivable    Accumulated
                                                 Note             Deficit        Total
                                        ---------------------  -------------  -----------
<S>                                     <C>                    <C>            <C>
Balance, December 31, 2000              $                  -   $ (8,006,672)  $   737,271

Issuance of common stock
  for services                                                                     64,615
Preferred stock dividend                                           (110,704)            0
Conversion of preferred stock                                                           0
Net loss                                                         (1,016,981)   (1,016,981)
                                        ---------------------  -------------  -----------
Balance, December 31, 2001                                 -     (9,134,357)     (215,095)

Cancellation of stock                                                                   -
Issuance of stock for the reset
  provision in the conversion
  of the Preferred stock                                                                -
Issuance of stock for the
  acquisition of  Lazereye's assets                                                28,000
Issuance of stock for services                                                     51,850
Issuance of stock for finders fees                                                268,000
Issuance of warrants for finders fees                                             218,120
Sale of common stock                                (924,975)                     200,025
Interest income on stock purchase note               (20,189)                     (20,189)
Exercise of options                                                                   500
Options issued to employees
  at below fair-market value                                                       13,750
Beneficial conversion feature
  of convertible debentures                                                     1,102,897
Fair value of warrants issued
  with convertible debentures                                                     997,103
Deferred compensation for
  options granted to non-employees                                                      -
Amortization of deferred compensation                                              18,728
Net loss for the year                                            (4,272,673)   (4,272,673)
                                        ---------------------  -------------  -----------
Balance, December 31, 2002              $           (945,164)  $(13,407,030)  $(1,608,984)
                                        =====================  =============  ===========

                See notes to consolidated financial statements.
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                           GOLFGEAR INTERNATIONAL, INC., AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE YEARS ENDED DECEMBER 31, 2002 AND2001

                                                                           2002          2001
                                                                       ------------  ------------
<S>                                                                    <C>           <C>
Cash Flows From Operating Activities
  Net loss                                                             $(4,272,673)  $(1,016,981)
  Adjustments to reconcile net loss to net cash provided by (used in)
  operating activities:
    Beneficial conversion feature of convertible debentures              1,102,897             -
    Fair value of warrants with convertible debentures                     997,103             -
    Amortization of deferred compensation                                   18,728             -
    Depreciation and amortization                                           48,578       115,539
    Accrued interest                                                       (20,189)            -
    Provision for obsolete inventory                                       195,443             -
    Amortization of deferred financing costs                               200,688             -
    Write-off of goodwill                                                  150,385
    Provision for bad debts                                                 53,899       149,945
    Gain on settlement of accounts payable                                 (69,654)            -
    Stock options issued to employees below market value                    13,750        64,615
    Loss on disposal of asset                                               24,824             -
    Fair value of stock or options issued to non-employees                  31,850        12,191
    Changes in operating assets and liabilities:
      (Increase) decrease in:
        Accounts receivable                                                (20,360)        4,355
        Inventories                                                          2,918       264,711
        Prepaid expenses                                                   (35,603)       42,367
        Prepaid marketing costs                                           (601,764)
        Other                                                                4,630         4,706
      Increase (decrease) in:
        Accounts payable and accrued expenses                              (90,665)      152,275
        Accrued product warranties                                          14,509        19,713
        Accrued interest payable                                            81,011         5,701
        Deferred revenue                                                    75,000             -
        Other                                                             (107,295)       35,871
                                                                       ------------  ------------
  Net cash provided by (used in) operating activities                   (2,352,375)        5,393
                                                                       ------------  ------------

Cash Flows From Investing Activities
  Purchases of property and equipment                                      (31,981)       (7,618)
                                                                       ------------  ------------

Cash Flows From Financing Activities
  Proceeds from sale of convertible debentures                           2,100,000             -
  Decrease in notes payables                                               (35,914)            -
  Increase in notes payable to stockholders                                102,834        57,511
  Borrowings under bank line                                                26,253        51,929
  Repayments of borrowings under bank line                                 (12,459)      (17,807)
  Sale of common stock and exercise of options                             200,525        (9,027)
                                                                       ------------  ------------
  Net cash provided by (used in) financing activities                    2,381,239        82,606
                                                                       ------------  ------------

Net Increase (Decrease) in Cash                                             (3,117)       80,381
Cash at the Beginning of Period                                            120,135        39,754
                                                                       ------------  ------------
Cash at the End of Period                                              $   117,018   $   120,135
                                                                       ============  ============

                                    Continued

                 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, 2002 AND2001 (continued)


<S>                                                               <C>       <C>
CASH PAID FOR INTEREST
     Interest                                                     $  8,392  $  4,109
                                                                  ========  ========

Supplemental disclosures of non-cash investing and financing
activities:

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Issuance of preferred shares for payment of dividend          $      -  $110,704
                                                                  ========  ========
    Deferred financing costs                                      $516,054  $      -
                                                                  ========  ========
    Prepaid marketing costs                                       $ 20,000  $      -
                                                                  ========  ========
    Deferred compensation                                         $119,137  $      -
                                                                  ========  ========
    Issuance of common stock for the asset purchase of Lazereyes  $ 28,000  $      -
                                                                  ========  ========

                 See notes to consolidated financial statements.
</TABLE>


                                      F-7
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 and 2001

1.   LIQUIDITY AND GOING CONCERN

     The consolidated financial statements as of and for the year ended December
     31,  2002  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. For the year ended December 31, 2002 the
     Company  incurred  losses  from  operations of $1,942,267 and a net loss of
     $4,272,673  and  used  cash in operating activities of $2,352,375 and as of
     December  31,  2002  had  a  working  capital  deficit  of $2,733,139 and a
     stockholders  deficit of $1,608,984. 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 2003, 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,  including  convertible debentures, private infusion of equity and
     various  collateralized  debt  instruments,  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  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.  The Company sells to customers in the United States, the Far East
     and  Europe. Sales for the year ended December 31, 2002 to customers in the
     United  States,  and  the  rest  of the world were $1,399,035 and $147,199,
     respectively.  Sales  for  the year ended December 31, 2001 to customers in
     the United States, and the rest of the world were $1,635,065, and $508,306,
     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 intercompany transactions and
     balances  have  been  eliminated  in  consolidation.


                                      F-8
<PAGE>
     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.

     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  consist  of materials, labor and manufacturing
     -----------
     overhead  and  are stated at lower of cost (first-in, first-out) 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 either written off as a direct charge to cost
     of  goods  sold  or  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 that 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.

     Long-lived  Assets-  Property and equipment and other long-lived assets 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.

     Patents  and Trademarks - Patents and trademarks are being amortized on the
     ------------------------
     straight-line method over the estimated useful life, which vary from two to
     17 years. SFAS No. 142 requires companies to cease amortizing goodwill that
     exists  at  the  date of adoption. SFAS No. 142 establishes a new method of
     testing  intangible  assets for impairment on an annual basis or an interim
     basis if an event occurs or circumstances change that would reduce the fair
     value  of  a reporting unit carrying value. The Company effectively adopted
     these  standards  as  of  January  1, 2002. No impairments were recorded in
     2002.

     Deferred  Financing Costs - Deferred Financing Costs are amortized over the
     -------------------------
     life  of  the  convertible  debentures  on  the  straight-line basis, which
     approximates the effective interest method due to the short maturity of the
     debentures.

     Fair  Value  of Financial Instruments - The Company's financial instruments
     ---------------------------------------
     consist  of  cash,  short-term receivables and payables. The carrying value
     for all such instruments, considering the terms, approximates fair value at
     December  31,  2002  and  2001.

     Revenue  Recognition - Revenue is recognized in accordance with SAB No. 101
     --------------------
     "Revenue  Recognition  in  Financial  Statements".  Sales  of  products 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.

     Shipping  Costs  - The Company bills shipping costs to its customers. These
     ---------------
     billings have been recognized as revenue and the associated costs have been
     recorded  as  cost  of  goods  sold expenses in accordance with EITF 00-01:
     Accounting for shipping and handling fees and costs". Shipping costs billed
     in  2002  were  not  material.

     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.


                                      F-9
<PAGE>
     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 loss and net 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.

     Income  Taxes  -  The  Company accounts for income taxes in accordance with
     ------------
     SFAS  No.  109,  "Accounting  for Income Taxes." Under SFAS No. 109, income
     taxes  are recognized for the amount of taxes payable or refundable for the
     current  year  and  deferred  tax  liabilities  and  assets  for future tax
     consequences  of  transactions  that  have been recognized in the Company's
     financial statements or tax returns. A valuation allowance is provided when
     it  is  more  likely  than not that some portion or the entire deferred tax
     asset  will  not  be  realized.

     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 reflect the
     potential  dilution  of  securities that could share in the earnings of the
     entity.  For  the years ended December 31, 2002 and 2001, basic and diluted
     earnings  per share amounts are the same. Since the Company incurred losses
     for  the years ended December 31, 2002 and 2001, the calculation of diluted
     per  share amounts would result in an anti-dilutive calculation that is not
     permitted  and  therefore  not included. The effect of options and warrants
     are  not  considered  because  items  effect  would  be  anti-dilutive.

     Concentrations  of  Major  Customers  -  During the year ended December 31,
     ---------------------------------
     2002,  two  customers  accounted  for  $383,717  (25%)  of  total sales. At
     December  31,  2002,  one such customer accounted for $149,423 (49%) of net
     accounts receivable. During the year ended December 31, 2001, six customers
     accounted for $960,320 (45%) of total sales. At December 31, 2001, one such
     customer  accounted  for  $102,000  (30%)  of  net  accounts  receivable.

     Dependence  on  Major  Suppliers  - The Company is dependent on a few major
     --------------------------------
     suppliers for the production of golf club heads and tooling and shafts used
     to  produce the completed golf clubs. 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  to  current  years  presentation.


                                      F-10
<PAGE>
     Advertising - Cost associated with advertising and promotion is expensed as
     -----------
     incurred.  Costs  related  to  the  direct  response  program  have  been
     capitalized  as  prepaid  marketing costs. Advertising expense for 2002 and
     2001  were  $182,307  and  $45,084  respectively.

     Prepaid  Marketing  Costs  -  Prepaid  marketing  costs  are capitalized as
     -------------------------
     incurred  then  amortized to expense on a cost-pool-by-cost-pool basis over
     the  period  during  which the future benefits are expected to be received.

     New  Accounting  Pronouncements  -  In  June 2001, the Financial Accounting
     -----------------------------
     Standards  Board  (FASB)  issued SFAS No. 141, "Business Combinations", and
     SFAS  no.  142  "Goodwill  and  Other  Intangible  Assets".  SFAS  No.  141
     prospectively  prohibits  the  pooling-of  interest method and requires the
     purchase  method  of  accounting  for business combinations initialed after
     June  30, 2001. SFAS No. 142 establishes a new method of testing intangible
     assets  for  impairment  on an annual basis or an interim basis if an event
     occurs  or  circumstances change that would reduce the fair value below its
     carrying  value.  The  Company  effectively  adopted  these standards as of
     January  01,  2002.  No  impairments  were  recorded  in  2002.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment  or  Disposal  of "Long-Lived Assets", which supersedes previous
     guidance  on  Financial  accounting  and  reporting  for  the impairment or
     disposal of long-lived assets and for segments of a business to be disposed
     of.  This  Standard supersedes SFAS no. 121 and portions of APB Opinion No.
     144  did  not have a significant impact on the Company's financial position
     or  results  of  operations.

     In  July  2002, the FASB issued SFAS No. 146 nullifies Emerging Issues Task
     Force  Issue  No.  94-3:  "Liability  Recognition  for  certain  Employee
     Termination  Benefits and Other Cost to Exit an Activity (including Certain
     Costs Incurred in a Restructuring)". SFAS No. 146 requires that a liability
     be recognized for those costs only when the liability is incurred, that is,
     when  it  meets  the  definition  of  a  liability in the FASB's conceptual
     framework,  SFAS  No.  146  also  establishes  fair value as the object for
     initial  measurement of liabilities related to exit or disposal activities.
     SFAS  No.  146  is  effective  for  exit  or  disposal  activities that are
     initiated  after  December  31,  2002,  with  earlier  adoption encouraged.
     Management  does  not  expect  the  adoption  of  SFAS  No. 146 will have a
     material  impact  on  the  Company's  financial  position  or  results  of
     operations.

     In  December 2002 the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transaction  and  Disclosure." SFAS No. 148 amends SFAS No 123
     to  provide alternative methods of transition for a voluntary change to the
     fair value based method of accounting for stock-based compensation. It also
     amends  the disclosure requirements of SFAS No. 123. If an entity elects to
     adopt  the  recognition  provisions  of  the  fair  value  based  method of
     accounting  for  stock-based compensation in a fiscal year beginning before
     December  16,  2003,  that change in accounting principle shall be reported
     using  wither  the  (i)  prospective  method, (ii) the modified prospective
     method,  or (iii) the retroactive restatement method as defined in SFAS No.
     148,  SFAS  No. 148 is effective for fiscal years ending after December 15,
     2002.  Since the Company has elected to continue accounting for stock-based
     compensation  under  APB  No.  25,  the adoption of SFAS no. 148 has had no
     impact  to  the  Company's Financial position or results of operations. The
     Company's  financial statement disclosures have been designed to conform to
     the  new  disclosure  requirements  prescribed  by  SFAS  No.  148.

3.   ACQUISITIONS

     Lazereyes  Product  -  The  Company acquired all of the operating assets of
     ------------------
     Lazereyes Golf, LLC and Stone Pine Lazereyes, LLC including the "Lazereyes"
     trade  name.  Lazereyes  designs,  assembles and sells golf training clubs.
     Lazereyes  is  operated  as  a  separate  division  of  GolfGear.

     In  consideration  for  acquiring  these  assets,  the  Company  assumed no
     liabilities  and  issued 100,000 shares of its restricted Common Stock. The
     Company  also  agreed  to issue as additional consideration $1.50 for every
     Lazereyes  training club sold for a period of two years from August 1, 2002
     to  July  31,  2004.  This  transaction  was  completed  on  July  1, 2002.
     Currently,  no  Lazereyes training clubs are being produced. The fair value
     of  consideration  given  was  $28,000  and  was  assigned  to intangibles.


                                      F-11
<PAGE>
     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.  Accordingly,  all  warrants  expired at the end of 2002. This
     transaction  was  completed  on  April  11,  2000.

4.   INVENTORIES

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

<TABLE>
<CAPTION>
                                 2002      2001
                               --------  --------
<S>                            <C>       <C>
              Component parts  $189,616  $482,024
              Finished goods    303,288   209,241
                               --------  --------
                               $492,904  $691,265
                               ========  ========
</TABLE>

5.   PROPERTY  AND  EQUIPMENT

     At  December  31,  2002  and  2001  property  and equipment consists of the
     following:

<TABLE>
<CAPTION>
                                                2002        2001
                                             ----------  ----------
<S>                                          <C>         <C>
              Machinery and equipment        $  23,143   $  24,000
              Office equipment                  16,024      16,025
              Computers and software            28,810      28,949
              Furniture and fixtures            12,460      48,902
              Automobile                        52,091      52,090
              Trade show booth                  58,538      62,055
              Tooling                           26,090      44,737
                                             ----------  ----------
                                               217,156     276,758
              Less accumulated depreciation   (118,416)   (148,004)
                                             ----------  ----------
                                             $  98,740   $ 128,754
                                             ==========  ==========
</TABLE>


6.   INTANGIBLE  ASSETS

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

<TABLE>
<CAPTION>
                                               2002        2001
                                            ----------  ----------
<S>                                         <C>         <C>
              Patents                       $ 220,210   $ 206,210
              Trademarks                       71,408      57,408
                                            ----------  ----------
                                              291,618     263,618
              Less accumulated amortizaion   (191,103)   (179,696)
                                            ----------  ----------
                                            $ 100,515   $  83,922
                                            ==========  ==========
</TABLE>


                                      F-12
<PAGE>
     During  the  year  ended  December 31, 2002 the Company recorded $28,000 as
     additional  patents  and  trademarks  associated with its asset purchase of
     Lazereyes  Golf,  LLC.

7.   BANK  LINES  OF  CREDIT

     The  Company  has  a $250,000 bank line collateralized by eligible accounts
     receivable.  The  line  of  credit  matures  on  December 9, 2003 and bears
     interest  at  28%  annually.  Interest  is  payable  monthly.  Outstanding
     borrowings  at  December  31,  2002  were  $26,253. The Company also has an
     unsecured  $70,000  line  of  credit with another bank. Interest is payable
     monthly  at  a  variable  rate  (10.25%  at December 31, 2002). Outstanding
     borrowings  at  December  31,  2002  and  2001,  were  $44,641 and $57,100,
     respectively.  This  is  a  revolving  line of credit with no maturity date
     personally  guaranteed  by  the  Company's  Founder.

8.   NOTES  PAYABLE  AND  NOTES  PAYABLE  STOCKHOLDER

     At  December  31,  2002 and 2001, notes payable consisted of the following:

<TABLE>
<CAPTION>
                                                           2002       2001
                                                         ---------  ---------
<S>                                                      <C>        <C>
              Notes payable to individuals, payable on
              demand plus interest at rates ranging
              from prime to 18%                          $ 83,177   $119,091
                                                         ---------  ---------
                                                           83,177    119,091
              Less current portion                        (83,177)   (69,091)
                                                         ---------  ---------
                                                         $      -   $ 50,000
                                                         =========  =========
</TABLE>

     On  November  20, 2002 the Company entered into a loan agreement with Peter
     Pocklington,  its  Chairman  and  Chief  Executive  Officer  whereby  Mr.
     Pocklington  loaned the Company $200,000. As consideration for the loan the
     Company  agreed  to  an  amendment to a stock pledge agreement and released
     9,029,518  shares  of  Common  Stock  held  by  the Company as security for
     payment  of  a promissory note (See Note 14) due for Pocklington's purchase
     of  15,000,000  shares  of  Common  Stock.  The  promissory  note  remains
     collateralized  by  3,303,482  shares  of Common Stock to secure the unpaid
     balance  of  the  promissory  notes  less the loan to the Company. The loan
     bears  interest at 9 1/2% and is due on April 20, 2003. The Company's board
     of  directors  unanimously  approved  the transaction by written consent on
     November  20,  2002.

9.   CONVERTIBLE DEBENTURES

     On June 6, 2002, GolfGear International, Inc. (the "Company") completed the
     sale  of  $2,100,000  of  convertible  debentures.  The  debentures  are
     convertible  into  common  stock  at $0.25 per share for a period of twelve
     (12)  months  commencing  six  (6)  months  after  the  initial sale of the
     debentures.  The Company's patents, trademarks, and other intangible assets
     secured  the  debentures.  For  each  share  of  common  stock  issued upon
     conversion of the debentures, one (1) common stock purchase warrant will be
     issued,  which  will be exercisable for a period of eighteen (18) months at
     $0.10  per  share. The costs associated with the issuance of the Debentures
     have  been  capitalized  and are being amortized over the 18 months. If the
     Debentures  convert  to  equity  prior to the 18-month term the unamortized
     portion  will  be  debited  to  additional  paid  in  capital.

     As  a requirement of the transaction Peter H. Pocklington was made Chairman
     of  the  Board. The agreement also gives Mr. Pocklington the right to merge
     the  Company  with  his  medical  products company in a reverse merger at a


                                      F-13
<PAGE>
     price  of  Twenty-Five Cents ($.25) per share of Common Stock. The value of
     the  medical  products  company shall be determined by obtaining a fairness
     opinion  from  a  reputable  investment-banking  firm.

     The  conversion  price  of the debentures ($.25 per share) and the exercise
     price of the warrants ($.10 per share) were deemed to be less than the fair
     market  value  of  the  underlying  Common  Stock  ($.50  per share) on the
     transaction  date  (June  6,  2002)  resulting  in  a beneficial conversion
     feature  as  defined  in  EITF  98-5. The total fair value of the warrants,
     valued  using  the Black-Scholes option pricing model, was allocated to the
     proceeds  at  $997,103.  The  amount  allocated  to  the  debentures  was
     $1,102,897.  Since the debenture is convertible six months from the date of
     issuance,  EITF 98-5 requires the debenture to be recorded at a discount on
     the  issuance  date, and then amortized to interest expense to the earliest
     date  the debenture is convertible using the effective interest method. The
     Company  recorded  the  discount  to  interest  expense  for the year ended
     December  31,  2002  using the straight-line method, which approximates the
     effective  interest  method  due  to  the short maturity of the debentures.

10.  COMMITMENTS

     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,  2002  and  2001:

<TABLE>
<CAPTION>
               Year Ended December 31,
               -----------------------
<S>                                     <C>
                         2003           $122,499
                         2004            118,308
                         2005             56,567
                         2006                888
                                        --------
                                         298,262
                                        ========
</TABLE>

     Rent  expense  under  operating leases included in the financial statements
     for  the  years  ended  December 31, 2002 and 2001 was $84,050 and $71,800,
     respectively.

     Employment Agreements - The Company entered into a five (5) year employment
     ----------------------
     agreement  with  Donald  A. Anderson, its founder, dated July 29, 2002. The
     agreement may be terminated for cause, as defined in the agreement, without
     any  severance benefits. In the event of death or termination without cause
     Mr.  Anderson  shall  be entitled to receive a severance benefit of (i) two
     (2)  times  his  annual salary in effect on the date of termination, but no
     greater  than  $300,000  for  a  one  (1)  year  period and (ii) payment of
     employee's  COBRA premium for a one (1) year period. The agreement provides
     for  a base salary of $100,000 per year and an automobile allowance of $750
     per  month. In the event that the Company sustains a net profit for two (2)
     consecutive  quarters  calculated  in  accordance  with  generally accepted
     accounting  principles  in  the  United  States,  the  base salary shall be
     increased  to $200,000, effective the first day after the second successive
     fiscal quarter. In addition, Mr. Anderson was granted an option to purchase
     five  million  (5,000,000)  shares  of  the  Company's Common Stock at fair
     market  value at date of grant or $.20 per share. These shares were granted
     outside  the  Plan  (hereinafter  defined).

     The  Company  entered  into an at-will employment agreement with Michael A.
     Piraino,  its  president  and  chief  operating officer and chief financial
     officer, dated September 11, 2002. The agreement provides for a base salary
     of  $200,000 per year and a health benefit allowance of $450 per month. The
     agreement may be terminated for cause, as defined in the agreement, without
     any  severance  benefits.  In  the  event  of termination without cause Mr.
     Piraino  shall  be  entitled to receive a severance benefit of (i) four (4)
     months  salary  in  effect on the date of termination, (ii) health benefits
     for the same period and, (iii) acceleration of vesting on 750,000 shares of
     Common  Stock  options  if  termination  occurs  during  the  first year of
     employment.  In  addition,  Mr.  Piraino  was granted an option to purchase
     three  million  (3,000,000)  shares  of  the Company's Common Stock at fair
     market  value at date of grant or $.31 per share. These shares were granted
     outside  the  Plan  (hereinafter  defined).


                                      F-14
<PAGE>
11.  LITIGATION

     On  November  17,  2001,  MC  Corporation, a Japanese corporation, filed an
     action  against  GolfGear International, Inc. (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  that,  combined  with  the 34,504 shares of
     preferred  stock  received  as  dividends  and pursuant to an anti-dilution
     provision, automatically converted into 2,450,300 shares of Common Stock in
     October  2001  pursuant to a subscription agreement dated September 1, 1999
     (the  "Subscription  Agreement").  MC  Corporation  contended  that  it was
     entitled  to  approximately  an additional 8,500,000 shares of Common Stock
     based  on  its  interpretation  of  the  reset  provision  contained in the
     Subscription  Agreement.  The  Company  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  had  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.

     On May 30, 2002, the Company entered into a settlement agreement and mutual
     general release (the "Settlement Agreement") with MC Corporation, John Kura
     and  Keizaikai  USA,  Inc. (hereinafter collectively referred to as the "MC
     Corporation  parties").  The Settlement Agreement provided that the Company
     issue  a  total  of  3,000,000 shares of Common Stock to MC Corporation and
     have  been  reflected  as issued and outstanding in the Company's financial
     statements  at  December  31,  2002.  The  3,000,000 shares of Common Stock
     consisted  of  2,450,300  shares of Common Stock for the conversion (at the
     specified  ten  to  one  conversion  rate) of 245,030 shares of convertible
     preferred  stock previously issued to MC Corporation. The Company was given
     the  right  of first refusal to repurchase any shares of Common Stock owned
     by  MC  Corporation  it  may  desire to sell in a private transaction for a
     period of eighteen (18) months from the date of execution of the Settlement
     Agreement.  All  stock  options  and  warrants  owned by the MC Corporation
     parties  were  cancelled  and MC Corporation's anti-dilution rights arising
     under  the  Settlement  Agreement were terminated. The Settlement Agreement
     also  provided  that MC Corporation's representative on the Company's Board
     of  Directors  resign,  and  the  Company's  distribution agreement with MC
     Corporation  be  formally  terminated.

     The  MC  Corporation parties agreed to restrict the sale of their shares of
     Common  Stock  in a public transaction for a period of eighteen (18) months
     as  follows:  no  sale  of  shares  shall  be made during the first six (6)
     months; during the second six (6) months, the MC Corporation parties agreed
     to  sell  no  more  than  fifty  percent  (50%) of the limitation on volume
     restrictions  contained  in  Rule  144(e) of the Securities Act of 1933, as
     amended;  during  the third six (6) month period, all sales must be made in
     compliance  with  the  volume  limitations  contained  in  Rule  144(e).

     From  time  to time the Company is involved in various types of litigation,
     in  the  normal course of business, none of which is considered material at
     this  time.

12.  RELATED  PARTY  TRANSACTIONS

     The  Company  has notes payable to shareholders totaling $200,000 (See Note
     8)  and  $97,166  as of December 31, 2002 and 2001, respectively. The notes
     bear  interest  at  rates  ranging  from  9  1/2% to 10% and are payable on
     demand.

     On  June  6,  2002,  the  Company  completed  the  sale  of  $2,100,000  of
     convertible  debentures.  An  officer  and  a  director  of  the  Company
     participated  in the convertible debenture in the amount of $160,000 in the
     aggregate.  See  Note  9.

     A  member  of  the  board of directors acts as a sales agent for one of the
     Company's  key  suppliers  and  earns  a  fee  on  purchases.


                                      F-15
<PAGE>
13.  INCOME  TAXES

     For  the  years  ended December 31, 2002 and 2001, the provision for income
     tax  expense  consists  of  the  following  and  is  included  in operating
     expenses:

<TABLE>
<CAPTION>
               Current:                                2002         2001
                                                   ------------  ----------
<S>                                                <C>           <C>
                   Federal                         $         -   $       -
                   State                                 2,400       4,000
                                                   ------------  ----------
                                                         2,400       4,000
                                                   ------------  ----------
               Deferred:
                   Federal                           1,674,200     159,200
                   State                               563,300      44,400
               Less change in valuation allowance   (2,237,500)   (203,600)
                                                   ------------  ----------
                                                   $     2,400   $   4,000
                                                   ============  ==========
</TABLE>

     The  tax  effects  of  the  major items recorded as deferred tax assets and
     liabilities  at  December  31,  2002  are  as  follows:

<TABLE>
<CAPTION>
<S>                                             <C>
               Net operating loss carryforward  $ 3,313,900
               Allowance for doubtful accounts       39,500
               Allowance for warranties              46,200
               Non-deductible accruals              118,400
               Depreciation                         (19,800)
               Other                                  3,700
                                                ------------
                                                  3,501,900
               Valuation allowance               (3,501,900)
                                                ------------
                                                $         -
                                                ============
</TABLE>

     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, 2002, the Company has federal and state net operating
     loss  carryforwards  of  approximately  $8,117,000  and  $5,732,300,
     respectively.  The  carryforwards expire through 2017 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.

14.  STOCKHOLDERS'  EQUITY

     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  was  secured  pursuant  to  a stock pledge agreement that
     initially  pledged 12,333,000 shares of the Common Stock, which was held by
     the  Company  as security for payment of the promissory note. As additional
     consideration  for lending the Company $200,000 as described in Notes 8 and


                                      F-16
<PAGE>
     12  above  the Company amended a previously executed stock pledge agreement
     and  agreed  to  the  release  of  9,029,518 shares of Common Stock held as
     collateral  under the terms of the promissory note. In the event of default
     of  payment of the promissory note 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, had 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. Such financing was completed and closed on June 6,
     2002.  See  note 9. The Company's patents, trademarks, and other intangible
     assets  secured  the debentures. 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.  See  subsequent  events  in  Note  15.

     The  subscription  agreement  also  provided 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  value  of  the medical products company shall be determined by
     obtaining  a  fairness  opinion  from  a  reliable investment banking firm.

     The  completion of the second stage of the financing resulted in a majority
     of  new  directors  being  named  to  the Board of Directors, with Peter H.
     Pocklington  being  appointed  Chairman  and  Chief  Executive  Officer.

     The  proceeds  from  the  sale  of  the debentures will be used to fund the
     production  and  distribution  of  an  direct  response  program, 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.

     Information  regarding  the  Company's  warrants  is  as  follows:

<TABLE>
<CAPTION>
                                             Shares        Weighted        Weighted
                                           Underlying       Average      Average Fair
                                            Warrants    Exercise Price       Value      Exerciseable
                                           -----------  ---------------  -------------  ------------
<S>                                        <C>          <C>              <C>
               Balance, December 31, 2000   1,749,004   $          0.84                    1,749,004

               Granted
               Canceled                      (467,940)  $          0.52
               Exercised
                                           -----------                                  ------------
               Balance, December 31, 2001   1,281,064   $          0.56                    1,281,064

               Granted                      8,932,000   $          0.10  $        0.48
               Canceled                      (443,564)  $          0.89
               Exercised                            -
                                           -----------                                  ------------
               Balance, December 31, 2002   9,769,500   $          0.14                    9,769,500
                                           ===========                                  ============
</TABLE>


                                      F-17
<PAGE>
     The  following  table summarizes the information about warrants outstanding
     at  December  31,  2002:


<TABLE>
<CAPTION>
                          Weighted
                           Shares        Average
               Exercise  Underlying     Remaining
               Price      Warrants   Contractual Life  Exerciseable
               --------  ----------  ----------------  ------------
<S>                      <C>         <C>               <C>
               $  0.10    8,932,000                 1     8,932,000
               $  0.35      390,000                 2       390,000
               $  0.50      250,000                 2       250,000
               $  1.00      150,000                 2       150,000
               $  1.06       20,000                 1        20,000
               $  1.50       27,500                 3        27,500
                         ----------                    -------------
                          9,769,500                       9,769,500
                         ==========                    =============
</TABLE>


     Stock  Options  -  in  October  1997, the Board of Directors of the Company
     --------------
     approved  a  stock  option plan entitled "GolfGear International, Inc. 1997
     Stock  Option  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  Board of
     Directors  of  the  Company  currently  administers  the  Plan.

     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 options outstanding
     under  the  Plan  will  terminate  unless  assumed  or  substituted  by the
     successor corporation. As of December 31, 2002, 2,642,625 options have been
     granted under the Plan and 11,000,000 options have been granted outside the
     Plan,  including  5,400,000  options  granted  to  the Company's Founder as
     follows:  250,000  during  2000 that are exercisable at $0.55 and expire in
     December 2005, 150,000 during 2001 that are exercisable at $0.50 and expire
     in December 2006 and 5,000,000 during 2002 that are exercisable at $.20 and
     expire  in  July  2012;  3,000,000  options  were  granted to the Company's
     President  that  are exercisable at $0.31 and expire in September 2012; and
     1,000,000  options were granted to a director that are exercisable at $0.21
     and  expire  in  September  2012.  All  these grants are considered granted
     outside  the  Company's Stock Option Plan because they exceed the number of
     shares  reserved  for  such  plan.  A  director  of the Company was granted
     1,000,000  in  options  as  a  finder's  fee.


                                      F-18
<PAGE>
<TABLE>
<CAPTION>
     Information  regarding  the  Company's  stock  options  is  as  follows:

                              Shares        Weighted         Weighted
                            Underlying       Average       Average Fair
                              Options    Exercise Price       Value       Exerciseable
                            -----------  ---------------  --------------  ------------
<S>                         <C>          <C>              <C>             <C>
Balance, December 31, 2000   2,622,789                                       2,622,789

Granted                        591,666   $          0.45  $         0.10      591,666
Canceled                      (502,854)  $          3.62                     (502,854)
Exercised
                            -----------                                   ------------
Balance, December 31, 2001   2,711,601                                       2,711,601

Granted                     10,208,332   $          0.22  $         0.22     4,765,801
Canceled                      (824,936)  $          0.62                   (1,894,905)
Exercised                      (50,000)  $          0.01                      (50,000)
                            -----------                                   ------------
Balance, December 31, 2002  12,044,997                                       5,532,497
                            ===========                                   ============
</TABLE>

     The  following  table  summarizes  the  information  about  stock  options
     outstanding  at  December  31,  2002:


<TABLE>
<CAPTION>
                                 Weighted
                                  Shares        Average
                                Underlying     Remaining
                Exercise Price   Options    Contractual Life  Exerciseable
               ---------------  ----------  ----------------  ------------
<S>                             <C>         <C>               <C>

               $         0.01       50,000               0.5        50,000
               $         0.10    1,000,000              10.0     1,000,000
               $         0.20    6,025,000              10.0     2,416,667
               $         0.25       49,997               3.5        49,997
               $         0.31    3,100,000              10.0       195,833
               $         0.50    1,315,000               3.5     1,315,000
               $         0.55      325,000               3.0       325,000
               $         1.50       50,000               3.0        50,000
               $         2.50       15,000               3.0        15,000
               $         3.50       50,000               3.0        50,000
               $         4.50       25,000               3.0        25,000
               $         5.50       15,000               3.0        15,000
               $         6.50       25,000               3.0        25,000
                                ----------                    ------------
                                12,044,997                       5,532,497
                                ==========                    ============
</TABLE>

     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 2002 would have been increased by approximately $184,449
     resulting  in  no  change  to  the  per  share  amount.

     The  company  has  service  agreements  with two non-employees. Under these
     agreements  there  have  been  1,100,000  options  granted  with a value of
     $119,137.  The  options  are accounted for as deferred compensation and are
     being  amortized  over  the  life  of  the  contracts.

     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 83%,
     risk-free  interest  rate  of  3.6%  and  an  expected  life of five years.


                                      F-19
<PAGE>
     The  effect  of  applying  SFAS No. 123 in this pro forma disclosure is not
     indicative  of  future  results.

15.  SUBSEQUENT EVENTS

     The  Company  entered  into  an  at-will  employment  agreement  with Chris
     Holiday,  its  Senior  Vice President of Sales and Marketing, dated January
     20, 2003. The agreement provides for a base salary of $175,000 per year and
     a  health  benefit  allowance  of  $450  per  month.  The  agreement may be
     terminated  for  cause,  as defined in the agreement, without any severance
     benefits.  In  the  event of termination without cause Mr. Holiday shall be
     entitled  to  receive  a severance benefit of (i) four (4) months salary in
     effect on the date of termination, (ii) health benefits for the same period
     and,  (iii)  acceleration  of  vesting  on  500,000  shares of Common Stock
     options  if  termination  occurs  during  the  first year of employment. In
     addition,  Mr.  Holiday  was  granted  an  option  to  purchase two million
     (2,000,000)  shares  of  the Company's Common Stock at fair market value at
     date  of  grant  or  $.20  per share. These shares were granted outside the
     plan.

     On  December  16,  2002  the  Company's  board  of  directors  approved  a
     modification  to  the  warrants  whereby  the  holder,  without  the  prior
     conversion  of  the debenture, could exercise the warrant. In January 2003,
     as  a  result  of  the  modification  to  the  warrants,  debenture holders
     exercised 2,800,000 warrants at $.10 per share resulting in the issuance of
     2,800,000  shares  of  Common  Stock  for  $280,000  in  proceeds.


                                      F-20
<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 __, 2003                         By:  /s/  Peter H. Pocklington
                                              ------------------------------
                                              Peter H. Pocklington
                                              Chairman of the Board

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


Date:  April __, 2003                         By:  /s/  Donald A. Anderson
                                              ------------------------------
                                              Donald A. Anderson
                                              Founder, Director and Chief
                                              Executive Officer

Date:  April __, 2003                         By:  /s/  Michael A. Piraino
                                              ------------------------------
                                              Michael A. Piraino
                                              President, Chief Operating Officer
                                              and Chief Financial Officer

Date:  April __, 2003                         By:  /s/  Roger Miller
                                               ------------------------------
                                              Roger Miller
                                              Director

Date:  April __, 2003                         By:  /s/  Dean Reinmuth
                                               ------------------------------
                                              Dean Reinmuth
                                              Director

Date:  April __, 2003                         By:  /s/  Robert Williams
                                               ------------------------------
                                              Robert Williams
                                              Director

Date:  April __, 2003                         By:  /s/  Daniel C. Wright
                                               ------------------------------
                                              Daniel C. Wright
                                              Vice President of Finance
                                              and Chief Accounting Officer


                                      F-21
<PAGE>
                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of GolfGear International, Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
A. Piraino, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(b)
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     aspects, the financial condition and results of operations of the Company.



Date: April 15, 2003                          By:  /s/  Michael A. Piraino
                                              ------------------------------
                                              Michael A. Piraino
                                              President, Chief Operating Officer
                                              and Chief Financial Officer


                                      F-22
<PAGE>

                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of GolfGear International, Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Donald
A. Anderson, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(b)
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     aspects, the financial condition and results of operations of the Company.



Date: April 15, 2003                          By:  /s/  Donald A. Anderson
                                              ------------------------------
                                              Donald A. Anderson
                                              Founder, Director and Chief
                                              Executive Officer


                                      F-23
<PAGE>
                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I,  Michael  A.  Piraino,  certify  that:

1)     I  have  reviewed  this  annual  report  on  Form  10-KSB  of  GolfGear
International,  Inc.;

2)     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of  material  fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report.

3)     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition,  results of operation and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4)     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

          a.   Designed  such  disclosure controls and procedures to ensure that
               material  information  relating  to the registrant, including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual  report  is  being  prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and  procedure as of a date within 90 days prior to the
               filing  date  of  this annual report (the "Evaluation Date"); and

          c.   Presented  in  this  annual  report  our  conclusions  about  the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  as  of  the  Evaluation  Date;

5)     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

          a.   All  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to  record, process, summarize and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses in internal controls; and b. Any fraud, whether or not
               material,  that involves management or other employees who have a
               significant  role  in  the  registrant's  internal  controls; and

          6)   The  registrant's  other certifying officers and I have indicated
               in  this  annual report whether there were significant changes in
               internal  controls  or  in other factors that could significantly
               affect  internal  controls  subsequent  to  the  date of our most
               recent  evaluation,  including any corrective actions with regard
               to  significant  deficiencies  and  material  weaknesses.

Date:  April  15,  2003


                                      F-24
<PAGE>
                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I,  Donald  A.  Anderson,  certify  that:

1)     I  have  reviewed  this  annual  report  on  Form  10-KSB  of  GolfGear
International,  Inc.;

2)     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of  material  fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report.

3)      Based  on  my  knowledge,  the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition,  results of operation and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4)     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

          c.   Designed  such  disclosure controls and procedures to ensure that
               material  information  relating  to the registrant, including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual  report  is  being  prepared;

          d.   Evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and  procedure as of a date within 90 days prior to the
               filing  date  of  this annual report (the "Evaluation Date"); and

          e.   Presented  in  this  annual  report  our  conclusions  about  the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  as  of  the  Evaluation  Date;

5)     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

          d.   All  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to  record, process, summarize and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses in internal controls; and e. Any fraud, whether or not
               material,  that involves management or other employees who have a
               significant  role  in  the  registrant's  internal  controls; and

          6)   The  registrant's  other certifying officers and I have indicated
               in  this  annual report whether there were significant changes in
               internal  controls  or  in other factors that could significantly
               affect  internal  controls  subsequent  to  the  date of our most
               recent  evaluation,  including any corrective actions with regard
               to  significant  deficiencies  and  material  weaknesses.

Date:  April  15,  2003


                                      F-25
<PAGE>