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, 1999

[  ]     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:  000-28007

                          GOLFGEAR  INTERNATIONAL, INC.
          ------------------------------------------------------------
              (Exact name of small business issuer in its charter)

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


               12771 Pala Drive, Garden Grove, California   92841
      ---------------------------------------------------------------------
           (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
(2) has been subject to such filing requirements for the past 90  days.  Yes [X]
No  [  ]

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

     The issuer's revenues for the fiscal  year  ended  December  31,  1999 were
$2,302,407.

     The  aggregate  market  value  of  the  issuer's  common  stock  held  by
non-affiliates  of  the  Company  as  of  March  31,  2000,  was  $3,321,776.

     As  of  March  31,  2000,  the issuer had 12,816,348 shares of common stock
issued  and  outstanding.

Transitional  Small  Business  Disclosure  Format:  Yes  [  ]  No  [X]

Documents  incorporated  by  reference:  None.


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


<PAGE>
                                     PART I.

ITEM  1.     DESCRIPTION  OF  BUSINESS

Organization  of  Business

     GolfGear  International,  Inc.,  a  Nevada  corporation  (the  "Company"),
formerly  Harry  Hurst Jr., Inc. ("HHI"), was incorporated under the laws of the
State  of  Nevada  on  October  9,  1997.  The  Company  is the successor entity
resulting  from  a  November  20,  1997  reorganization  between  GolfGear
International, Inc. ("GGI"), which, through its predecessors, has been active in
the  golf  business since 1990, and HHI, a non-operating public corporation.  By
the filing of an Amendment to the Articles of Incorporation filed on December 1,
1997,  HHI  changed its name to GolfGear International, Inc. and GGI changed its
name  to  GGI,  Inc.  and remains a wholly-owned subsidiary of the Company. Each
share  of common stock of GGI was exchanged for 3.5235 shares of common stock of
HHI.  The  shareholders  of GGI, constituting 90% of the then outstanding shares
of  common  stock,  became  the  controlling  shareholders  of  the  Company.

     The  Company's  executive  offices  are located at 12771 Pala Drive, Garden
Grove,  California  92841,  and  its  telephone  number  is (714) 899-4274.  The
Company's  fiscal  year  ends  on December 31.  Currently, the Company has seven
full-time  employees  (four in administration and three in support services) and
six  independent  sales  representatives.  None  of  the  Company's employees is
subject  to  a  collective  bargaining  agreement.

Company  Overview

     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 the next
generation  of  metal  woods,  rendering  most other metal woods obsolete in the
process.  The  concept  of producing a golf head with a forged metal face insert
fixed  to  the  body  of  an  investment cast shell (head) is the invention that
brought  about  a  significant  change to the approach of making a metal or iron
head.  The  ability  to  affix  a forged alloy, in the form of a face plate to a
cast  main  body  to  the  Company's  knowledge  had never been marketed before.

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

     The Company has developed and sells a full line of patented metal woods and
irons  marketed  under  the name "Ti-Gear", which were first introduced in 1997.
The  Company  offers  both  mid-size and over-size models.  In January 2000, the
Company  began production of the next generation of forged face woods and irons.
The  Company will attempt to utilize its patented technology and combine it with
a  media campaign in an attempt to enjoy some of the success that companies such
as  Orlimar  Golf  Company  and  Adams  Golf  Co.  have  recently  experienced.

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

     The  Company's  objective  is  to  become  a leading manufacturer of forged
insert  technology  for  drivers,  irons,  wedges  and putters.  To achieve this
objective,  the  Company  is  focusing  its  market  strategy  on  enhancing the
reputation  of  its  products, increasing its market penetration of its products
and  continuing  the  development  of  innovative  clubs  and the refinement and
improvement  of  existing  technology.  An integral part of this strategy is the
expansion  of  the  Company's  marketing  and advertising efforts to target both
domestic  and international sales.  The Company's domestic marketing strategy is
to  create product awareness through infomercials, print advertising, television
commercials  and  other  promotional  activities such as on-course golf pro shop


<PAGE>
demonstrations.  An  important  feature  of  the  Company's  overall  marketing
strategy  is the endorsement of its products by touring professional golfers who
will  demonstrate  the  effectiveness  of the 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.

Industry  Background

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

     A  1995  institutional  research  report  by the investment banking firm of
Hambrecht  &  Quist  noted  that the U.S. golf equipment market is continuing to
grow.  Three  factors  are  fueling  sales:  the  increasing  popularity  of
premium-priced  oversized irons, recently introduced innovations in metal woods,
and  continuing  interest  in  the  sport  among  new  players.

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

     Market  leaders follow a similar pattern.  Each established a market niche.
Callaway  introduced the oversize metal wood to the market.  Cobra set the stage
for  oversize  perimeter  weighted  irons.  Each  incorporates  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 global market is the forged face metal insert.  Over
the  past  several years, clubs have become larger, longer and lighter.  Inserts
offer  a  more  dense  sweet-spot, superior weight distribution and cutting-edge
technology.  All-titanium drivers are becoming common because of the move to the
larger size heads.  However, there is a cost factor involved in this transition.
Fairway  woods do not need to be made completely of titanium.  A stainless steel
shell  can  be  used  with  a  forged  titanium  insert, making these woods more
affordable.  The  customer  can purchase a competitively priced GolfGear fairway
wood,  and  it  can  be  purchased  for  25%  less  than  all-titanium  woods.

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

     In the later half of the 1998 season, it appeared to management that market
leaders  were  beginning  to  weaken.  Some of the market leaders were dependent
upon the Asian markets, which experienced a significant downturn during the past
five years and which dramatically impacted retail golf sales.  The Asian markets
are  beginning  to  recover at this time.  The Company sees opportunity in these
markets as they have become heavily saturated with product from the major brands
over  the last five years.  The Company is preparing to move into these markets,
and  gradually  add  a  fresh new brand with a story of technology, and not just
marketing.

     In  the  United States market, there are evident signs of transition taking
place  as  the so-called "Big Boxes" or discounters take on  name brand goods at
very  attractive  prices.  Competition  will be intense at this level until this
inventory  glut  is  absorbed  into  the  market  place.  This  cycle  is  still
proceeding  and may continue until 2001.  On the other hand, the consumer is now
ready  for something new.  Most of the sets sold by the major club manufacturers
in  the  last  ten  years  are  now aging and there is a substantial replacement
market developing.  Even the average golfer needs to upgrade and replace certain
clubs  on a regular basis. This is what has been observed by management over the
past  few years.  Some competitors have experienced tremendous growth throughout
the  1990's,  and  it  only  makes  sense that a replacement cycle is due in the
market  (as  has occurred many times in the past).  The Company believes that it
has  the  opportunity  to  be  a  major  candidate  to fit into the void that is
building  among both the average and affluent golfers.  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."

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,  Cobra, Taylor Made, Ping and Tommy Armour.  Obsolete are the old-line


<PAGE>
companies  of  the  1960s  and  1970s,  which  the  Company believes today offer
lackluster  equipment using other sports to promote their names in golf.  Today,
companies  such  as  Callaway,  Karsten Manufacturing (Ping) and American Brands
(Cobra)  are  leading  a  wave  of  golf-focused  idealism among consumers.  The
dominating  golf  companies  are  innovative,  having  created  new  equipment
categories  or  having  already  established  a  market leadership position in a
particular  category,  such  as  oversized  metal  woods  or  irons.

     The  Company competes in the premium-priced technology based segment of the
golf  club  manufacturing  industry.  This  market  for  golf  clubs  is  highly
competitive,  with  a  number  of  these established companies competing in this
market,  many  of which have greater financial and other resources.  The Company
believes that its technology, product quality standards, and competitive pricing
structure  can  provide  a  competitive  edge  in  the  market.

Business  Strategy

     The  Company  competes  in  the  premium  quality  segment of the golf club
industry,  a  growing  and  highly  competitive  area.  At the present time, the
Company  is  sub-contracting its golf club assembly.  This enables management to
concentrate  on  sales  and  marketing efforts while keeping overhead costs low.

     The  Company  recently  leased  an  11,000  square foot facility located in
Garden Grove, California,which provides the Company with expanded 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 television
infomercials  and  direct marketing techniques which has evolved in recent years
as  a  successful  medium  for  marketing  golf  products.

     Today,  there  is  much greater direct access to the golf consumer.  In the
not  too  distant  past,  if  a  company wanted to sell golf clubs, its salesmen
visited  on-course  pro  shops to make the sale.  These shops are limited in the
number  of  clubs  they  can stock and in the funds available to purchase stock.
The  growth of the off-course golf shops changed the way golf clubs are sold and
advertised.  It is now standard industry practice to sell via direct advertising
as  well  as  to  the  on-  and  off-course  shops.

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

     The golf club industry is highly seasonal, with most companies experiencing
up to 60% of sales  between  February  and  June with an additional 20% of sales
occurring  between  October  and  December for the Christmas buying season.  The
majority  of the Company's products are introduced in January at the Florida PGA
Show,  in  September at the Las Vegas International PGA Show, and in February at
the  Japan  Golf  Fair.

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

     The  Company  is  becoming  increasingly  active  at  key  demo days.  Most
companies  have  used some sort of demo program to gain exposure at golf courses
and  private  country clubs.  In 2000, the Company will expand its demo campaign
not  only  in key United States markets but internationally as well.  Subject to
financing,  the  Company  intends  to  launch one or more tour vans that will be
scheduled  across the country, focusing on the most prestigious facilities.  The
Company  is  technology  driven  and  the  consumer  has shown a desire for more
technical  information  at  recent  demo  events.  The  Company  has  performed
extremely  well  when  in direct competition with the biggest competitors in the
business.  At  several  events  in  1998  and  1999,  the  Company  outsold  the
competition.  The  demo  programs  are  intended  to  supplement the infomercial
program,  as  well  as  the  print  media  campaign.


<PAGE>
     The  Company  depends  on four major customers for approximately 50% of its
sales.  The  Company  recently  entered  into a Distribution Agreement with M.C.
Corporation  of  Tokyo,  Japan,  which is expected to broaden its customer base.
The  Company  expects  to  continue,  given its product technology and marketing
approach, to increase sales in existing markets and distribution into additional
geographic  regions.

Product  and  Name  Endorsement

     The Company utilizes golf professionals to represent the entire line of the
Company's  golf  products.  The  Company  currently  employs Gerry James.  Gerry
James  is a PGA professional and is one of the longest ball hitters in the world
(he  currently  has  pending  in  the  Guinness Book of World Records a 473 yard
drive).  Mr.  James appears on behalf of the Company at PGA events, exhibitions,
and  numerous  long  drive  events  around  the  world.

Infomercials  and  Other  Marketing

     The  value  of infomercials lies in the creation of millions of interested,
informed and qualified prospects wanting to buy featured products in stores.  In
addition  to  selling products from television, infomercials can be an excellent
source  of  leads for telemarketing, for promoting a brand's image and "pushing"
the  retail  store  activity.  In  conjunction  with  a production company named
"Script  to  Screen,  Inc.",  the  Company finished its first infomercial in May
1998.  The  Company  is  reviewing the possibility of revamping it, based on the
availability  of  funds.  Because  of  a lack of funds, this infomercial was not
widely  run.  The  Company  is  considering  a  second  infomercial of perhaps a
shorter  format  to  be  produced  in  2000,  again  based  on  available funds.

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

     The  Company  has  a  sales  force  consisting  of  6  independent  sales
representatives,  which  enables  them to sell other non-competing lines such as
shoes  or  clothing.  In  some  areas  the  Company will have sub reps that will
assist  the  sales force with demo days and seminars.  Management is very active
in  the  field  as well.  Management works weekends at demo days in order to get
feedback  from  the  consumer.  This  feedback  is important and provides direct
input  that is incorporated at sales meetings and seminars.  The Company intends
to  support  the  infomercial  with  60  second spots that enhance the Company's
exposure.  The  Company  will also run a print media campaign in the Wall Street
Journal  and  USA  Today,  and  leading  golfing  publications.

International  Business

     The  Company  has  shipped  golf  clubs all over the world.  The Company is
currently not dependent upon selling to the European or Asian markets.  However,
it is the Company's objective to have from 35% to 50% of revenue be generated in
foreign  markets.  This  strategy  provides a broader market opportunity and can
help offset the effects of regional recessions and market trends.  The Company's
clubs will be sold through distributors in most countries, but in some cases the
Company  will  sell  direct  to  retailers.

     On  September  28, 1999, the Company announced completion of a Distribution
Agreement  encompassing  all  of  Southeast Asia with M.C. Corporation of Tokyo,
Japan.  This  agreement  establishes  M.C.  Corporation  as  the exclusive Asian
distributor  (other than the South Korean market) for the Company's full line of
proprietary  golf  equipment  and  accessories.  This alliance gives the Company
sales, marketing and distribution throughout the Asian marketplace with a strong
financial  partner  (this agreement excludes South Korea, where GolfGear already
has  a distribution agreement in place).  M.C. Corporation has 325 employees and
interests in real estate and construction, as well as alliances throughout Asia.

     On  October  29,  1999,  M.C.  Corporation  also  made  a $2,000,000 equity
investment  in  the  Company.  M.C.  Corporation  purchased  210,526  shares  of
convertible preferred stock in the Company; convertible into 2,105,260 shares of
common  stock  expiring  in  October  2001.  There  were also warrants issued in
connection  with this financing to purchase 330,000 shares of common stock at an
exercise price of $1.00 per share expiring in October 2002.  The preferred stock
will automatically convert into common stock two years from its issuance.  Other
material  provisions  of this agreement include the following: (1) the preferred
stock  has  one vote per share, and votes on an "as if converted" basis; (2) the
common  stock  into  which  the  preferred  stock  is  convertible has unlimited
piggyback  rights;  (3)  no new shares of preferred stock senior or equal to the


<PAGE>
preferred  stock  may  be  issued  for  so long as any of the preferred stock is
outstanding;  (4)  for  the  one year period after the issuance of the preferred
stock,  should the Company issue any securities at an effective price per common
share  of  less  than $0.95, then the Company will adjust the conversion rate of
the  preferred stock into common stock to reflect the reduction in the effective
price  per  common share; (5) M.C. Corporation shall have the right to elect one
member  of  the  board  of  directors  for  so  long  as  the preferred stock is
outstanding,  and  for  a  period  of  two years subsequent to conversion of the
preferred  stock  into common stock; (6) for the five year period after issuance
of the preferred stock, if the Company should sell any shares of common stock or
other  securities  convertible  into  common  stock  in  any  private  or public
transaction, then M.C. Corporation shall have the right to purchase a sufficient
number of the securities that are being sold under the same terms and conditions
in  order  to  maintain  its  14.3% equity interest in the Company; and (7) upon
conversion of the preferred stock into common stock, as long as the common stock
continues  to  be held by M.C. Corporation during the five year period after the
issuance  of  the  preferred  stock,  the  M.C.  Corporation shall have the same
anti-dilution  rights  as  if  it  was  still holding the preferred stock.  As a
result  of  the  Bel  Air  Acquisition,  the  Company  will be required to issue
approximately  4,000  additional  preferred  shares  to  M.C  Corporation for no
additional  consideration  in  order  to  comply  with  certain  anti-dilution
provisions.

     On January 14, 1999, the Company entered into a Distribution Agreement with
GolfGear  Korea,  Ltd.,  a  South  Korean  corporation  (not affiliated with the
Company).  Under  the  terms of this agreement, this South Korean firm will have
the exclusive rights to distribute products of the Company in that country for a
period  of  three  years.  Certain sales performance goals are set forth in that
agreement.

Technology

     Almost  the  entire line of the Company's clubs features its multi-patented
forged  insert  technology  that  was  invented and developed by Company founder
Donald  A. Anderson.  The Company currently has eight patents on its forged face
insert  technology  and  three  patents  on  its  putter  technology.

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

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

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

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

     Management  believes that its patents are strong enough to make the Company
a significant player in the golf industry.  On January 1, 1992, the face of golf
equipment  changed  forever  when a USGA and R&A rule was changed to allow metal
woods  and  irons  with inserts.  The Company was founded in 1990 to prepare for
the  changes  it  anticipated  in  golf  equipment  design.  In  the  opinion of
management,  the introduction of its patented forged face woods and irons marked
one  of  the  most  significant  advancements in metal innovation and technology
since  the  invention  of  the  original  metal wood more than 20 years earlier.


<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.  The Company
has  continued  to  retain and expand its position as the world leader in insert
technology  with  the  introduction of its Ti-Gear Irons, Ti-Gear Woods, Ti-Gear
All  Titanium  Woods,  Arrowline  Series of putters, and Tsunami titanium woods.

     Forged  Face  insert  technology offers significant performance advantages.
The  Company's  equipment offers levels of performance that golfers all over the
world  look  for  in  a  club,  such  as:

-     Greater  distance
-     Huge  sweet-spot
-     Pin-point  control
-     Greatly  reduced  vibration
-     Increased  velocity,  accuracy  and  forgiveness
-     Product  identity

     The  Company's  TourGear Forged Face Metal Wood ranked at the top in a 1994
evaluation  by  ALBA,  one  of  Japan's  most  respected  golf  magazines.  The
evaluation  included  ten  over-sized metal woods, judged by distance, accuracy,
feel  and appearance.  Most major competitors participated except for Callaway's
Big  Bertha.  The Company's TourGear Forged Face Metal Wood was the only product
to  have  received an "A" ranking in all four categories.  The Company's Ti-Gear
driver  finished  second  in  overall  driving  on  the Senior PGA tour in 1998.

Product  Line

     The Company's core product line is the Ti-Gear woods and irons.  Both woods
and  irons  feature  forged titanium inserts that are inset into stainless steel
shells,  which incorporate the latest in graphite shafts and grips.  The Company
has  recently  introduced  a  new Ti-Gear all-titanium driver in a 9-degree loft
named  "Tsunami," to compliment the existing 9.5-degree loft Ti-Gear driver.  At
310  cc  and  340  cc  in volume, the Tsunami will be the Company's entry in the
super-size driver category.  The main body of the all-titanium Ti-Gear driver is
cast from aerospace-certified 6AL4V titanium and the face is fitted with a solid
forged  Beta  titanium  insert.

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

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

     While  the  current  line  being  sold  is the Ti-Gear woods and irons, the
Company  has  introduced a new product to supplement its Ti-Gear line.  The "Ti"
in  Ti-Gear  is  the  symbol  for titanium.  The Company over the years has used
names such a TourGear, Precision Gear, Gear Collection and Master Gear.  In this
case  the name represents Titanium Gear, or abbreviated, Ti-Gear.  This new line
is  called Tsunami fairway woods, and  features clubs with a new insert material
which  will be an option in the current Ti-Gear product line.  Part of this  new
line  was  introduced  at the International PGA Show in January 1999 in Orlando,
Florida.  This  new  product  line  initially  consists of a new line of fairway
woods. The new iron (MG-3) will be a new lower profile design.  The Company does
not  currently  intend to delete any product lines.  Production on this new line
commenced  in  January  2000.

In  January  2000, the Company also formally introduced its new "Tsunami" driver
to  the  market  at  the  2000  PGA  show  in Orlando, Florida.  This driver was
developed to compete with several major name brand over-sized drivers, including


<PAGE>
Ping (ISI), Yonex, Callaway, Taylor Made, and Katana, among others.  The Tsunami
driver  is  a  state  of  the art design in material technology and utilizes the
Company's  multi-patented  forged  face  insert  technology.  To  compliment the
Tsunami  driver,  the  Company  has developed a fairway wood, which will also be
marketed  under  the  name Tsunami, which is expected to be ready for full scale
marketing  by  the  end  of  April  2000.

Bel  Air  Golf  Companies  Acquisition

     On October 1, 1999, the Company entered into an agreement to acquire all of
the operating assets of Bel Air Golf Companies, including the "Bel Air Golf" and
"Players  Golf"  trade names, consisting of inventory and intangible assets. The
Bel  Air  Golf  Companies  were  acquired  by  new  management  in  1997 and had
consolidated  unaudited  revenues of approximately $2,000,000 for the year ended
December  31,  1998.  Players  Golf offers a full line of junior golf clubs, and
Bel  Air  Golf  is known primarily for golf glove products that offer both value
and  quality.  Bel  Air  Golf  and  Players  Golf will be operated as a separate
division  of  GolfGear.

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

Rugg  Acquisition

     On  May  16,  1998,  the  Company  entered  into  an Agreement for Sale and
Purchase  of  Assets  with  Douglas  Rugg for the acquisition of certain assets.
This  agreement covers: (i) all rights and interest in and to the design of golf
bags  and  a  golf  bag  carrying  case,  including  technology know-how and all
documentation  thereto;  (ii)  the  design to all eye-wear which is currently in
development;  (iii)  the name "Executive Trail Blazer Golf Bag"; (iv) all books,
records and customer and supplier lists used in his business; (v) all rights and
interest  in  and  to  patents,  trademarks, rights under contracts, leases, and
claims  or  causes  of  action related to these assets or the business; (vi) all
inventory  relating  to golf bags and sunglasses, including in process, finished
and  parts  therefor;  and  (vii)  all  machinery  and equipment relating to the
assembly  and/or shipping of the inventory.  These assets were determined by the
Company  to  be  impaired  and  were  written  off  as  of  December  31,  1998.

     In  consideration  for  acquiring  these  assets,  the  Company  paid  the
following:  (i)  the  sum  of  $10,000;  (ii)  125,000  shares  of the Company's
restricted common stock valued at $1.00 per share, with "piggyback" registration
rights;  and  (iii)  a  3%  royalty  on  gross  sales of all the merchandise and
products  covered  by  this  agreement  which are sold by the Company commencing
September  30,  1998.  In  connection  with this acquisition, Mr. Rugg agreed to
furnish  certain  consulting  services  to  the  Company.  This  transaction was
completed  on  November  11,  1998.  No  royalties  have  been  paid  under  the
agreement.

Source  of  Supply

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

     The  Company's ability to compete effectively with other golf companies may
be  dependent,  to  a  large  degree,  upon  the  proprietary  nature  of  its
technologies.  The Company has eight United States patents and one international
patent  relating  to the forged face technology and four patents relating to the
Company's  putter  technology.  The Company also has several patent applications
pending.  The  patents  for insert technologies represent an evolution that took
place  over  a  period  of  several  years.  The  first  patents  cover  simple


<PAGE>
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.

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

     The  Company  received its eighth domestic patent (patent No. 5,720,673) on
insert  technology  on  February  4,  1998.  The new patent further broadens the
scope  of  the  Company's insert patent portfolio.  The new patent has a primary
function  of  providing a means of affixing the face insert to a cast club head.
The  insert is set into a recess, and locked into place by material being pushed
over  the  edge  of  the  insert,  thus  locking it permanently into place.  The
Company  has also received a patent which was 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.

Licensing  of  Technology

     On  August  12,  1998,  the  Company  entered into a license agreement with
Confidence  Golf,  Inc., whereby the Company licensed Confidence Golf, Inc. on a
non-exclusive  basis  to  use  its  forged  insert  technology.


<PAGE>
     On  November  19,  1998,  the  Company  entered  into  a  similar licensing
agreement with Wilson Sporting Goods  Company  to  also use the Company's forged
insert  technology.  Under  the  terms  of  this agreement, Wilson agreed to pay
royalties as  follows: (a) for irons: $1.00 per club for the first 250,000 sold,
$0.75 per  club  for the next 250,000 up to 500,000, and $0.50 for over 500,000;
and (b) for woods: $1.00 per club  for the first 500,000 and $0.75 per club over
500,000.

     On  November  17,  1999,  the Company entered into a license agreement with
PowerBilt  Golf.  This  agreement grants to PowerBilt a non-exclusive license to
sell,  offer  to  sell,  use, and otherwise dispose of certain licensed products
utilizing  licensed  patent rights in all non-Asian countries and in Korea (this
specifically  excludes  Japan,  Singapore, Hong Kong, the Philippines, Malaysia,
Indonesia,  and  Taiwan).  This  agreement  also  grants  to  this  company  a
non-exclusive  license  to make or have made certain licensed products utilizing
the patent rights anywhere.  Under the terms of this agreement, royalties are to
be  paid  as follows: (a) for irons, $1.15/club for first 250,000, $.75/club for
next 250,000 to 500,000, $.50/club for 500,000 up; and (b) for woods, $1.15/club
for  first  500,000,  $.75/club  for  500,000  up.


ITEM  2.  DESCRIPTION  OF  PROPERTY

     The  Company's  headquarters are located at 12771 Pala Drive, Garden Grove,
California  92841,  which consists of approximately 10,000 square feet of office
and  warehouse space.  These offices are covered by a three-year lease agreement
which  expires on February 1, 2003.  The Company expects that this facility will
be  adequate  for  the  Company's  operations  during  the  term  of this lease.


ITEM  3.  LEGAL  PROCEEDINGS

     A  claim  has  been asserted against the Company for breach of contract, as
well  as  certain  other  claims,  by  Peter Alliss, who has asserted damages in
excess  of  $600,000 arising out of a contract between the parties dated January
1,  1998.  The  Company and Mr. Alliss are in discussions regarding the validity
of  the  claims  and the actual amount of damages, if any.  The Company believes
that  the  claims  are  substantially  without  merit, and intends to vigorously
contest  any litigation that may be filed.  As this matter is in an early stage,
the  Company  is currently unable to predict the ultimate outcome of this matter
or  the  effect, if any, that its resolution may have on the Company's financial
position,  results  of  operations  and  cash  flow.

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

     No  matters  were  submitted  to  a  vote of the Company's security holders
during  the  fourth  quarter  of  the  fiscal  year  ended  December  31,  1999.


<PAGE>
                                     PART  II.

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

Market  Information

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

Per  Share  Common  Stock  Bid  Prices  by  Quarter
For  the  Fiscal  Year  Ended  December  31,  1999:

<TABLE>
<CAPTION>
                                               High      Low
                                              -------  -------
<S>                                           <C>      <C>
First Quarter                                 $  2.00  $  0.87
Second Quarter                                   1.25     0.75
Third Quarter                                    0.87     0.25
Fourth Quarter                                   1.31     0.08

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended December 31, 1998:
--------------------------------------------

First Quarter                                    6.19     2.50
Second Quarter                                   2.50     1.50
Third Quarter                                    3.00     1.25
Fourth Quarter                                   2.38     0.94
</TABLE>


Holders

     As  of  March  31,  2000,  there  were  183  shareholders  of record of the
Company's  common  stock.

Dividends

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

Sales  of  Unregistered  Securities


<PAGE>
     The  Company  issued  210,526  shares of its convertible preferred stock on
October 29,  1999 to M.C. Corporation for the sum of $2,000,000  under a Binding
Subscription  for  Purchase  of Equity Securities agreement.  The following fees
were paid in connection with this financing: (a) a finder's fee in the amount of
$200,000,  (b)  warrants  to purchase 20,000 shares of common stock at $1.00 per
share,  and  (c)  1%  of  all  royalties  to  be  received  by  the  Company.

     On  June 16,  1999,  the  Company sold 66,667 shares of its common stock to
Bidwell  Trust for $50,000 pursuant to an agreement to sell up to 500,000 shares
to that same investor (no discounts  or  commission were paid in connection with
this sale).  On  August  31,  1999,  the agreement expired with no further sales
being made.

     During  1998,  the  Company  raised  gross proceeds of $1,587,500 (out of a
maximum  offering of $2,000,000) from a private placement of 1,587,500 shares of
its common stock at a price of $1.00 per share.  In connection with this private
placement,  which  commenced  on January 1, 1998 and concluded on June 30, 1998,
the  Company  paid  commissions  and  fees  of $12,450, issued 160,000 shares of
common  stock  valued  at  $160,000 for services rendered and issued warrants to
purchase  217,000  shares of common stock exercisable at $2.00 per share through
March  1,  2001,  and  warrants  to  purchase  31,050  shares  of  common  stock
exercisable  at  $1.20  per  share  through  December  29,  2000.

     During  1997,  the  Company  raised  gross proceeds of $1,037,500 (out of a
maximum offering of 1,500,000) from a private placement of its common stock that
commenced  on  September  1,  1997 at a price of $.57 per share and $50,000 from
private  placements  that commenced on December 12, 1997 at a price of $1.00 per
share.  In  connection  with  this  private  placement,  which were concluded by
December  31,  1997,  the  Company paid commissions and fees of $101,250, issued
499,002  shares  of  common  stock  valued at $282,000 for services rendered and
issued warrants to purchase 1,057,500 shares of common stock exercisable at $.28
per  share  through  October  1,  2002, and warrants to purchase 5,000 shares of
common  stock  exercisable  at  $1.20  per  share  through  December  29,  2000.

     On October 1, 1998 and December 31, 1997, accounts payable in the aggregate
amount of $100,000 and $89,983, respectively, were converted into 100,000 shares
and 157,204 shares, respectively, of the Company's common stock.  No commissions
or  fees  were  paid  in  connection  with  this  sale.

     On  October  11,  1998, the Company paid $10,000 in cash and issued 125,000
shares  of  its  common  stock  valued  at  $125,000  for the purchase of a golf
accessory  business  (Rugg  Acquisition).  No  commissions  or fees were paid in
connection  with  this  sale.

     On  December  31, 1997, the Company's President, Donald Anderson, converted
his  accrued  salaries  of  $115,770 into 154,360 shares of the Company's common
stock  at  $.75  per share.  No commissions or fees were paid in connection with
this  sale.

     For  the  year  ended  December  31, 1998, the Company issued 256,033shares
valued at $275,635, all for services received.  No commissions or fees were paid
in connection  with  these  sales.

     On  January  1,  1999,  July  1,  1998,  and December 31, 1997, warrants to
purchase  50,000  shares,  150,000  shares, and 119,799 shares, respectively, at
prices  ranging  from  $0.28 to $2.00 per share were issued to non-employees for
services  rendered.  During  the  year  ended  December  31,  1999,  warrants to
purchase  79,000  shares  at  prices  ranging from $0.50 to $2.00 per share were
issued to non-employees for services rendered.  No commissions or fees were paid
in  connection  with  this  sales.

     On November 29, 1999, the Company issued 275,000 shares of its common stock
as  an  advance  towards  the  acquisition  of  certain  assets  of Bel Air Golf
Companies.

     All of the above offerings were undertaken pursuant to the limited offering
exemption  from  registration  under  the Securities Act of 1933, as amended, as
provided  in  Rule  506 under Regulation D as promulgated by the U.S. Securities
and  Exchange  Commission,  and  offers  and sales were made only to "accredited
investors."  These offerings met the requirements of Rule 506 in that: (a) there
are no more than or the Company reasonably believed that there were no more than
35  purchasers of securities from the issuer in any offering under this section;
and  (b)  each  purchaser  who is not an accredited investor is a "sophisticated
investor,"  that  is,  the  investor  either  alone  or  with  his  purchaser
representative(s)  has  such  knowledge and experience in financial and business


<PAGE>
matters that he is capable of evaluating the merits and risks of the prospective
investment,  or  the Company reasonably believed immediately prior to making any
sale  that  such  purchaser  came  within  this  description.

     Under  Rule  506,  an  accredited  investor is not counted in the number of
investors  permitted.  An  accredited  investor includes: (a) any natural person
whose individual net worth, or joint net worth with that person's spouse, at the
time  of  his purchase exceeds $1,000,000; and (b) any natural person who had an
individual  income in excess of $200,000 in each of the two most recent years or
joint  income  with  that person's spouse in excess of $300,000 in each of those
years  and has a reasonable expectation of reaching the same income level in the
current  year.

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

Overview

     The  following  management's discussion and analysis of financial condition
and  results  of operations reviews the financial performance of the Company for
the  years  ended December 31, 19997 and 1998, and should be read in conjunction
with  the  Company's  consolidated  financial  statements  and  notes  thereto.

     For  accounting  purposes, the acquisition of GGI by Harry Hurst, Jr., Inc.
has  been  treated  as  a  reverse  acquisition  of  GGI with GGI considered the
acquiror.  The  historical  financial  statements  prior to December 5, 1997 are
those  of  GGI.  All  information  in  the  financial  statements  has  been
retroactively  restated  to  reflect  his  transaction.

     The  consolidated financial statements include the accounts of the Company,
Its  wholly-owned  subsidiary,  GGI,  Inc.  and   GGI,   Inc.'s   wholly-owned
subsidiaries, Gear  Fit  Golf  Company  and  Pacific  Golf  Holdings,  Inc.  All
significant inter-company  transactions  and balances have been eliminated in
consolidation.

Major  Developments

     On October 1, 1999, the Company entered into an agreement to acquire all of
the operating assets of Bel Air Golf Companies, including the "Bel Air Golf" and
"Players  Golf"  trade names, consisting of inventory and intangible assets. The
Bel  Air  Golf  Companies  were  acquired  by  new  management  in  1997 and had
consolidated  unaudited  revenues of approximately $2,000,000 for the year ended
December  31,  1998.  Players  Golf offers a full line of junior golf clubs, and
Bel  Air  Golf  is known primarily for golf glove products that offer both value
and  quality.  Bel  Air  Golf  and  Players  Golf will be operated as a separate
division  of  GolfGear.

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

     The  acquisition of the assets of the Bel Air Golf Companies is expected to
have a material impact on the Company's operations.  The Company expects that it
will generate in excess of $1,000,000 in sales from the Bel Air product lines in
2000,  at  gross  margins  somewhat  lower  than  the Company's 40% gross margin
generated  during  the  year  ended  December  31,  1999.


<PAGE>
     During  September 1999, the Company completed a distribution agreement with
M.C.  Corporation  of Tokyo, Japan.  This agreement establishes M.C. Corporation
As  the  exclusive  Asian  distributor (excluding South Korea) for the Company's
full line of proprietary golf equipment and accessories.  This alliance provides
the  Company  with  marketing  and  distribution in Asia with a strong financial
partner,  and  is  expected  to have a positive impact on operations in 2000 and
beyond.


<PAGE>
Results  of  Operations

Years  ended  December  31,  1999  and  1998

     Net  sales  increased  to  $2,302,407  in  1999 from $1,244,119 in 1998, an
increase  of  $1,058,288  or  85.1%,  as  a  result  of increased unit sales and
increasing  market  acceptance  of  the Company's proprietary forged face insert
technology.

     Gross  profit  increased  to  $922,552  in  1999 from $306,385 in 1998, and
increased as a percentage of net sales to 40.1% in 1999 from 24.6% in 1998.  The
increase  in  gross  profit  margin  in  1999 as compared to 1998 was due to the
introduction of new, higher-margin products, as well as a shift in the sales mix
in  1999  as  compared  to  1998.

     Selling  and  marketing  expenses decreased by $83,920, to $573,933 in 1999
(24.9%  of sales) from $657,853 in 1998 (52.9% of sales), as a result of reduced
selling and marketing activities and the Company's cost control efforts. Selling
and  marketing  expenses  decreased as a percent of sales in 1999 as compared to
1998  as  a  result  of  the  Company employing sales and marketing efforts more
selectively  and  efficiently  to  market  and  promote  its  products.

     Tour  and  pro contract expenses decreased by $288,246, to $191,315 in 1999
(8.3% of sales) from $479,561 in 1998 (38.5% of sales), as a result of a reduced
emphasis  and  reliance  on the services of touring professionals to promote the
Company's  products.

     General  and administrative expenses increased by $47,026, to $1,177,268 in
1999 (51.1%  of  sales)  from  $1,130,242  (90.8%  of  sales)  in  1998.

     On  May  16,  1998,  the  Company  entered  into  an Agreement for Sale and
Purchase of Assets with Douglas Rugg for the acquisition of certain assets.  The
Company  paid  $10,000 cash, and completed this transaction on November 11, 1998
by  issuing 125,000 shares of common stock valued at $125,000. The Company wrote
off  the  assets  acquired  as  of  December  31,  1998.

     During  1998, the Company incurred aggregate costs of $503,567 with respect
to  the  preparation  and  filming  of  an  infomercial.  At  December 31, 1998,
management  reviewed  the Company's infomercial marketing program and determined
that  it was unlikely to be successful and, accordingly, such costs were charged
to  operations  at  December  31,  1998.

     Depreciation  and amortization decreased by $4,761, to $51,898 in 1999 from
$56,659  in 1998 as a result of decreased depreciation and amortization recorded
relating  to  property  and  equipment  and  patents  and  trademarks.

     Interest  expense increased  by $18,488, to $55,701 in 1999 from $37,213 in
1998,  as a result of an increase in the level of interest-bearing debt incurred
to  finance  operations.

     The  Company  recorded  a  provision  for bad debts of $240,069 in 1999, as
compared  to  $39,448  in 1998.  The increase of $200,621 was primarily due to a
dispute  with  a  former  customer  that  was  settled  during  1999.

     Net  loss  was $1,360,999 for the year ended December 31, 1999, as compared
to  a  net  loss  of  $2,730,170  for  the  year  ended  December  31,  1998.

Liquidity  and  Capital  Resources  -  December  31,  1999

     During the years ended December 31, 1999 and 1998, the Company has financed
its  working  capital requirements principally from the private placement of its
common  stock.  During  the years ended December 31, 1999 and 1998, net proceeds
from  the  sale  of  common  stock were $1,835,452 and $1,415,050, respectively.
Such  funds have periodically been supplemented with short-term borrowings under
the  Company's bank line of credit and other private sources.  This bank line of
credit is unsecured, has a maximum borrowing level of $70,000, and is personally
guaranteed  by  the  President  of  the  Company.

     During the years ended December 31, 1999 and 1998, the Company's operations
utilized  cash  of  $950,162  and  $1,512,887, respectively.  As of December 31,
1999,  the  Company  had  working  capital of $776,327, as compared to a working
capital  deficiency  of  $187,639  at  December 31, 1998.  The Company's current


<PAGE>
ratio  was  1.83:1  at  December 31, 1999, as compared to 0.80:1 at December 31,
1998.  Although  this  working  capital deficiency did not have an effect on the
Company's  ability  to  meet its obligations as they come due during 1999 due to
private  offering stock sales and other sources of financing, the Company has in
the past periodically had to defer or decline orders due to insufficient working
capital.

     During  the  years  ended  December 31, 1999 and 1998, the Company expended
$40,101  and $88,654, respectively,  for the purchase of property and equipment.

     The Company did not have any capital expenditure commitments outstanding at
December  31, 1999, although the Company anticipates making capital expenditures
in the ordinary course of business commensurate with an expected increase in the
Company's  business  operations  in  subsequent  periods and with respect to its
relocation  to  new  facilities  in  February  2000.

     During  the  year ended December 31,1999, the Company reduced its bank line
of  credit  by  $31,241,  as compared to increasing it by $4,769 during the year
ended December 31, 1998.  During the years ended December 31, 1999 and 1998, the
Company  received  proceeds  from  short-term borrowings of $50,000 and $65,000,
respectively.  During  the  years  ended December 31, 1999 and 1998, the Company
repaid  short-term borrowings of $65,494 and $34,797, respectively.  The Company
also  repaid  notes  payable  to  shareholders  of  $34,779  in  1999.

     Although  the  Company  believes  that it has adequate operating capital to
support  its  operations at current levels during 2000, the Company will require
substantial additional operating capital during 2000 to prepare and broadcast an
infomercial,  establish  its own assembly facility, and finance the expansion of
its business.  Should adequate working capital not be available in the future on
a  timely  basis and under acceptable terms and conditions to fund the Company's
operations,  the  Company  may  have to substantially reduce its operations to a
level  consistent  with  its  available  working  capital  resources.

Year  2000  Issue

     The  Year  2000  Issue results from the fact that certain computer programs
have  been  written  using  two  digits  rather  than  four digits to define the
applicable year.  Computer programs that have sensitive software may recognize a
date  using  "00" as the year 1900 rather than the year 2000.  This could result
in  a  system  failure  or  miscalculations  causing  disruptions of operations,
including,  among other things, a temporary inability to process transactions or
engage  in  similar  normal  business  activities.

     As  of  December  31,  1999,  the  Company  had  completed  any  required
modifications to its software to ensure that its software systems were Year 2000
compliant.  The  cost  of  such  modifications  was  not  material.

     Since the date rollover on January 1, 2000, the company has not experienced
any material adverse effect from the Year 2000 Issue.  While the primary risk to
the  Company  with respect to the Year 2000 Issue continued to be the ability of
third parties to provide goods and services in a timely and accurate manner, the
Company  has  not experienced any such disruption to date.  The Company does not
expect  any  remaining  risks  with  respect  to  the  Year 2000 Issue to have a
material  adverse  effect  on  the  Company.

New  Accounting  Pronouncement

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133,  "Accounting  for Derivative Instruments and Hedging Activities" ("SFAS No.
133"),  which  is  effective for financial statements for all fiscal quarters of
all  fiscal  years beginning after June 15, 2000.  SFAS No. 133 standardizes the
accounting  for derivative instruments, including certain derivative instruments
embedded  in  other contracts, by requiring that an entity recognize those items
as assets or liabilities in the statement of financial position and measure them
at  fair  value.  SFAS  No.  133  also  addresses  the  accounting  for  hedging
activities.  The  Company  will adopt SFAS No. 133 for its fiscal year beginning
January 1, 2001.  The Company does not expect that adoption of SFAS No. 133 will
have  a material impact on its financial statement presentation and disclosures.


ITEM  7.  FINANCIAL  STATEMENTS


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


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

     None.


<PAGE>
                                    PART  III.

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

     The following table and text sets forth the names and ages of all directors
and  executive  officers  of  the  Company  as  of March 31, 2000.  The Board of
Directors is comprised of only one class.  All of the directors will serve until
the  next  annual meeting of stockholders and until their successors are elected
and qualified, or until their earlier death, retirement, resignation or removal.
There  are no family relationships among directors and executive officers.  Also
provided  is a brief description of the business experience of each director and
executive  officer during the past five years and an indication of directorships
held  by  each director in other companies subject to the reporting requirements
under  the  Federal  securities  laws.

Name                              Age                   Positions
-------                          -----                  -----------

Donald  A.  Anderson              49                    President and Director

Robert  N.  Weingarten            46                    Chief Financial Officer,
                                                        Secretary and Director

Frank  X.  McGarvey               55                    Director

Naoya  Kinoshita                  34                    Director



Biographies  of  Directors  and  Executive  Officers:

Donald  A.  Anderson.  Mr.Anderson  has been in the golf business for his entire
adult  life.  He  taught  golf  at  his  home course at 19, and played as a golf
professional  in  local  events.  In 1973, Mr. Anderson became director of sales
and  marketing  of  R.A.C.O.  Manufacturing,  a foundry in Whittier, California,
which  produced  putters  for nearly every major golf club maker in the industry
including  the  Ben Hogan Company, Spalding, Wilson Sporting Goods, MacGregor, H
and  B,  Northwestern  Golf  and Pinseeker to name a few.  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 in December 1989, Mr. Anderson founded the
Company.

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

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


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

Key  Employees

Nathan  A.  Lopez,  Vice  President  of  Sales  and  Marketing

     Mr.  Lopez,  age  41, has nearly fifteen years experience in pioneering new
material  technologies in the golf industry. From 1986 to 1992, Mr. Lopez served
as  the  head  design  and material expert at Aldila Inc., where he successfully
developed the second generation of advanced composite golf shafts that propelled
companies like Taylor Made and Callaway Golf into their respective leadership of
golf  hard  goods.  From 1992 to 1995, Mr. Lopez directed Easton Aluminum in the
development,  marketing  and  sales  of  the  second  generation  aluminum  and
aluminum/carbon  golf  shafts  into  the  OEM  and custom club maker market.  He
joined  Winn  Grips in 1995 and is credited with pioneering the market niche for
this  new advanced polymer golf grip.  Within three years, Winn Grips had become
the  premium  golf  grip  in the golf industry.  Mr. Lopez joined the Company in
October  1998.

Rhonda  Jurs,  Director  of  Sales

     Ms.  Jurs,  age  35, has more than fourteen years in the golf industry, and
possesses  substantial  experience  in  telemarketing sales.  She began her golf
career  at  Slotline  Golf  in  the  production department and gained first-hand
knowledge  of  club  manufacturing.  She  quickly moved into marketing where she
developed  Slotline's  customer service department.  From 1986 through 1997, Ms.
Jurs  was  a  leader  in  Slotline's  telemarketing department.  As Key Accounts
Manager,  she  worked  with the volume retailers and supervised the inside sales
team.  She  joined  the  Company  in  January  1998.

Brian  Jacobsen,  Controller

     Mr.  Jacobsen,  age  55,  has  over  20  years  of  experience in financial
management.  He  joined  the  Company  in  May 1998 and works with all financial
aspects  of the Company.  From February 1993 to May 1998, Mr. Jacobsen served as
controller  for  Hart Tool Co. (a hammer manufacturer and distributor), where he
headed  the  accounting department.  Previously he was employed for 5 years as a
junior  accountant  at  Ram  Golf Corp. and 6 years as controller for Confidence
Golf  Corp.  (both  companies  are  golf  club  distributors).  As a result, Mr.
Jacobsen  brings  the  Company  a  financial  background  combined  with  an
understanding  of  the  golf  industry.

Mark  Collins,  Director  of  Manufacturing

     Mark  Collins, age 38, began his industry career in 1983.  While working as
machinist  for  a California tooling company, Mr. Collins built what is believed
to  be the first putter with a "milled face."  After honing his skills as a golf
club  craftsman  at  Quality  Golf  Products of Fountain Valley, California, Mr.
Collins  joined  Daiwa  Golf in 1992.  At Daiwa, a recognized leader in the golf
equipment  industry, Mr. Collins combined his knowledge of advanced metal alloys
and graphite shafts with expertise in precision manufacturing to build clubs for
well  known  PGA  professionals such as Fuzzy Zoeller, Pete Jordan, Jerry Kelly,
and  LPGA  notables  Amy Alcot and Luciana Benevenuti.  He joined the Company in
April  1998.


<PAGE>
Board  of  Advisors

     The  following individuals serve as non-compensated advisors to the Company
for  the  purpose  of  providing  advice  and  counsel  to  management:

Douglas  J.  Rugg

     Mr.  Rugg, is active in product design.  Mr. Rugg designs and develops golf
bags  and other accessories for such names as Black Flys; Modern Amusement; Hard
Rock  Hotel  and  Casino;  Palmilla  Hotel  in Cabo San Lucas, Mexico; and Tommy
Hilfiger. Mr. Rugg brings experience in marketing to both the golf and the youth
market.

J.  Scott  Schmidt

     Mr. Schmidt is the former President and Chief Executive Officer of Thompson
Newspapers  Corporation,  West  Group,  President  and  Publisher  of  American
Collegiate Network, Inc.; President and Chief Executive, Hilton/Schmidt, a media
consulting  firm;  President  and  Chief  Executive  Officer, California Fashion
Publications;  President  and  Chief  Executive  of Van Nuys Publishing.  Before
launching  a  career  in publishing, he served in various senior editorial posts
with  the  Chicago  Tribune  and  Chicago  Today.  Mr.  Schmidt attended Bradley
University  and  Northwestern  University.

John  Zebelean

     Mr.  Zebelean is the inventor and patent holder for the original investment
cast  metal  wood,  which  subsequently  became  Taylor  Made  and  created  a
multi-billion dollar industry.  He has since designed metal woods for Pinseeker,
Confidence  Golf,  Northwestern, Pebble Beach and Spalding.  He holds a Ph.D. in
Physics.

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

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with  the  Securities  and Exchange Commission concerning their holdings of, and
transactions  in,  securities  of  the  Company. Copies of these filings must be
furnished  to  the Company.  During the fiscal year ended December 31, 1999, the
Company  did  not  have  any  class  of equity securities registered pursuant to
Section  12 of the Securities Exchange Act of 1934, as amended, and accordingly,
was  not  subject  to the reporting requirements of Section 16 of the Securities
Exchange  Act  of  1934,  as  amended.


<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

     The following table sets forth the cash compensation paid by the Company to
present  executive  officers and as to all persons as a group who were executive
officers  of  the  Company at any time during the fiscal year ended December 31,
1999.

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE


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

(a)                   (b)     (c)      (d)         (e)           (f)          (g)        (h)          (i)
<S>                  <C>    <C>      <C>      <C>            <C>          <C>          <C>       <C>
Donald A.             1999   99,000   20,000      15,210(1)            0            0         0              0
Anderson,             1998   52,769        0      15,470(2)            0            0         0              0
President             1997    5,500   50,000             0             0            0         0              0
--------------------------------------------------------------------------------------------------------------
Robert N.
Weingarten,
Chief Financial       1999   36,000        0             0             0            0         0              0
Officer and           1998   36,000        0             0             0            0         0              0
Secretary             1997    9,000        0             0             0            0         0              0
--------------------------------------------------------------------------------------------------------------
<FN>

(1)     Includes  $3,822  for medical insurance premiums and $2,388 for life insurance premiums paid on behalf
of  Mr.  Anderson  in  1999.  Also  includes  auto  allowance  of  $9,000.
(2)     Includes  $3,924  for medical insurance premiums and $2,546 for life insurance premiums paid on behalf
of  Mr.  Andersonin  1998.  Also  includes  auto  allowance  of  $9,000.
</TABLE>


Annuity  or  Pension  Plans

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

Employment  Contract

     The  Company  has  entered  into  an  employment  agreement  with Donald A.
Anderson,  dated  July  1,  1998,  which  expires  on  December  31, 2002.  This
agreement has an automatic renewal provision which allows renewal for a one year
period  on the same terms and conditions unless either party gives notice to the
other  party of at least ninety (90) days prior to the expiration of the term of
their intention to renew the agreement.  The agreement may only be terminated by
the  Company if there is a willful breach or habitual neglect of duties relating
to  performing terms of the agreement or there are acts of dishonesty, fraud and
misrepresentation.  The  agreement  provides  for  a  base salary of $90,000 per
year,  increased  by  a  minimum  of  10%  annually,  and  an automobile expense
allowance  of  $750 per month.  In addition to the fixed salary, Mr. Anderson is
to receive under the terms of this agreement a sum equal to five percent (5%) of
the net earnings, as defined, of the Corporation for each fiscal year (provided,
however,  such  additional  compensation  for  any  fiscal  year will not exceed
$200,000).  Since  the  date  of this agreement, there have been no net earnings
upon  which  to  pay  such  additional  amount.

Board  of  Directors


<PAGE>
      During  the  year  ended  December 31, 1999, four meetings of the Board of
Directors  were held.  All directors attended at least 75% of all board meetings
for  which  they  were  eligible  to  attend.  Directors  receive  no additional
compensation  for  serving  on  the  Board  of Directors, but are reimbursed for
reasonable  out-of-pocket  expenses  incurred  in attending board meetings.  The
Company  had  no  audit,  nominating  or  compensation  committee, or committees
performing  similar  functions,  during the fiscal year ended December 31, 1999.


Stock  Option  Plan

     In  October of 1997, the Board of Directors of the Company approved a stock
option  plan  entitled  "GolfGear International, Inc. 1997 Stock Incentive 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  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 ("Code"), and for the granting of non-statutory stock options
to  directors,  employees and consultants. The Plan is currently administered by
the  Board  of  Directors  of  the  Company.

     The  exercise  price per share of incentive stock options granted under the
Plan  must be at least equal to the fair market value of the common stock on the
date  of  grant.  With  respect  to any participant who owns shares representing
more  than  10%  of the voting power of all classes of the Company's outstanding
capital stock, the exercise price of any incentive or non-statutory stock option
must  be  equal to at least 110% of the fair market value of the grant date, and
the  maximum  term  of  the option must not exceed five years.  The terms of all
other options granted under the Plan may not exceed ten years.  Upon a merger of
the  Company,  the  options  outstanding  under  the  Plan will terminate unless
assumed  or  substituted by the successor corporation.  As of December 31, 1999,
1,242,085  options  were  granted  under  the  Plan.


<PAGE>

<TABLE>
<CAPTION>
                                   OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                         (Ended December 31, 1999)
                                            [Individual Grants]


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

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

Donald A.
Anderson,                       150,000                      67%                    0.275  August 2001
President

Robert N.
Weingarten,
Chief Financial
Officer and                      75,000                      33%                     0.25  August 2001
Secretary
</TABLE>


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



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

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


Donald A.
Anderson,                           -                       -   384,900 Exercisable/              -
President                              117,450 Unexercisable
------------                           ----------------------

Robert N.
Weingarten,
Chief
Financial
Officer and                         -                       -   251,175 Exercisable/              -
Secretary                                     0 Unexercisable
------------                           ----------------------
<FN>

(1)     The dollar values are calculated by determining the difference between the weighted average
exercise price of the stock options and the market price for the common stock of $0.08 per share at
December  31,  1999.  As  of  December 31, 1999, none of the unexercised options were in-the-money.
</TABLE>




ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

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


<PAGE>
     As  of  March  31,  2000,  the  Company had a total of 12,816,348 shares of
common  stock  issued  and  outstanding  and  219,858  shares of Series A Senior
Convertible  Preferred  Stock  issued  and  outstanding.  Each share of Series A
Senior  Convertible  Preferred  Stock  is  convertible into ten shares of common
stock,  and  votes  on  an  "as  if"  converted  basis.

     The  following  table sets forth, as of March 31, 2000:  (a)  the names and
addresses of each beneficial owner of more than five percent (5%) of the Company
common  stock  known  to  the  Company,  the  number  of  shares of common stock
beneficially  owned by each such person, and the percent of the Company's common
stock  so  owned; and (b) the names and addresses of each director and executive
officer, the number of shares of common stock of the Company beneficially owned,
and the percent of the Company's common stock so owned, by each such person, and
by  all  directors  and executive officers of the Company as a group.  Each such
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated.  Beneficial ownership consists of a direct
interest  in  the  shares  of  common  stock,  except  as  otherwise  indicated.


<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                  Name and Address of
Title of Class                     Beneficial Owner           Amount of
                               Beneficial Ownership (1)   Percent of Class
<S>                            <C>                        <C>                <C>
-----------------------------------------------------------------------------------
                               Donald A. Anderson,
Common Stock                   12771 Pala Drive, Garden       3,181,885 (2)  16.77%
                               Grove, California 92841
-----------------------------------------------------------------------------------
                               M.C. Corporation,
                               Terasiosu Bldg., 6-7-2
                               Minami Aoyama,
                               Minato-ku, Tokyo, Japan
Common Stock                         107-0062                 2,528,580 (3)  13.32%
-----------------------------------------------------------------------------------
                               Berkeley Investment
                               Group, Ltd., AV.
                               Libertador, Piso 3 OFC 3-
Common Stock                   7, Caracas, Venezuela          2,226,800 (4)  11.73%
-----------------------------------------------------------------------------------
                               Robert J. Williams, 62-156
                               Corporate Way, Thousand
Common Stock                   Oaks, California 92276         1,442,521       7.60%
-----------------------------------------------------------------------------------
                               Frank X. McGarvey,
                               12771 Pala Drive, Garden
Common Stock                   Grove, California 92841          965,940 (5)   5.09%
-----------------------------------------------------------------------------------
                               Yeon Park, 16582 Gothard
                               Street, Huntington Beach,
Common Stock                   California 92646                 867,000 (6)   4.57%
-----------------------------------------------------------------------------------
                               Robert N. Weingarten,
                               12771 Pala Drive, Garden
Common Stock                   Grove, California 92841          827,049 (7)   4.36%
-----------------------------------------------------------------------------------
                               Naoya Kinoshita,
                               Terasiosu Bldg., 6-7-2
                               Minami Aoyama, Minato-
                               ku, Tokyo, Japan 107-
Common Stock                            0062                     75,000 (8)   0.40%
-----------------------------------------------------------------------------------
                               Shares of all directors and
                               executive officers as a        5,049,874      26.61%
Common  Stock                  group (4 persons)
-----------------------------------------------------------------------------------
<FN>

(1)     Other  than  as  footnoted, none of these security holders has the right to
acquire  any amount of the Shares within sixty days from options, warrants, rights,
conversion  privilege,  or  similar  obligations.

(2)     Includes  options  to  purchase  234,900  of  shares  of common stock at an
exercise  price  of  $.62  per  share; an additional 117,450 shares are exercisable
starting  in October 2000 (all these options expire in October 2002). Also includes
options  to  purchase 150,000 shares of common stock at an exercise price of $0.275
per  share  under  the  Stock  Incentive Plan; these options expire in August 2001.
Also  includes  154,360  shares  of common stock held in the name of Mr. Anderson's
wife  as  to  which  he  disclaims  beneficial  ownership.

(3)     Reflects the right to convert 219,858 shares of convertible preferred stock
into  2,198,580  shares of common stock, which right expires in October 2001.  Also
includes  warrants  to purchase 330,000 shares of common stock at an exercise price
of  $1.00  per  share;  these  warrants  expire  in  October  2002.

(4)     Includes  warrants  to  purchase  1,162,755  shares  of  common stock at an
exercise  price  of  $.28  per  share;  these  warrants  expire  in  October  2000.


<PAGE>
(5)     Includes  options to purchase 105,705 shares of common stock at an exercise
price  of  $.57  per  share;  these  options  expire in October 2002. Also includes
options to purchase 75,000 shares of common stock at an exercise price of $0.25 per
share  under  the  Stock Incentive Plan; these options expire in August 2001.  Also
includes  warrants  to  purchase  35,235 shares of common stock at $1.00 per share;
these  warrants  expire  in  February,  2002.

(6)     Includes  warrants  to purchase 217,000 shares of common stock at $2.00 per
share;  these  warrants  expire  in  March  2001.

(7)     Includes  options to purchase 176,175 shares of common stock at an exercise
price of $.57 per share.  The options expire in October 2002. Also includes options
to  purchase  75,000 shares of common stock at an exercise price of $0.25 per share
under the Stock Incentive Plan; these options expire in August 2001.  Also includes
19,200  shares  owned  by  Resource  One  Group, Inc., which is wholly owned by Mr.
Weingarten.

(8)     Naoya Kinoshita is President of M.C Corporation. He has options to purchase
75,000  shares  of  common stock at an exercise price of $0.275 per share under the
Stock  Incentive  Plan;  these  options  expire  in  August  2001.
</TABLE>


Changes  in  Control:

     The  Company is unaware of any contract or other arrangement, the operation
of  which may at a subsequent date result in a change in control of the Company.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Finder's  Fee

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

Financial  Services  Agreement

     On  June  7,  1997, the Company entered into a Financial Services Agreement
with  Bridgewater Capital Corporation ("Bridgewater") whereby Bridgewater agreed
to  arrange  and help consummate a merger between the Company and a public shell
corporation  and  also  assist  the  Company to analyze, negotiate and advise on
obtaining  equity  capital  or debt financing. Upon the successful completion of
the  $500,000  financing  in October 1997, the Company paid Bridgewater a fee of
$70,000  and  issued  499,002 shares of the Company's common stock, representing
4.99%  of  the  post-reorganization  outstanding common stock at the time of the
merger  with  HHI  in  December 1997.  The Financial Services Agreement required
that  Bridgewater  be  paid a consulting fee of $72,000, payable $6,000 monthly,
have  the  right  to appoint one person to the Board of Directors for two years,
and  be  paid  a 10% finder's fee and 2% nonaccountable expense allowance on all
capital,  cash,  equity  or  debt  infused  into  the  Company  by  or  through
Bridgewater.  This  agreement  expired  in October 1998.  Mr. Peschong, a former
Director  of  the  Company,  is  an officer and shareholder of Bridgewater.  The
Company also paid $6,900 to Bridgewater as a capital raising fee during the year
ended  December  31,  1998.

     On  January  27,  1999, the Company executed a letter of understanding with
Bridgewater  whereby,  among  other  things,  the  Company  agreed  to  issue  a
promissory  note to Bridgewater in the amount of $50,000, all due and payable no
later  than  April  1,  1999  and  to  issue  common  stock  warrants  entitling
Bridgewater  to purchase 105,705 shares of common stock at $0.62 per share which
expire  October  2002.  The  agreement to issue the promissory note and warrants
arose out of ostensible obligations under the Financial Services Agreement.  The
execution  of  the letter of understanding was in anticipation of and contingent
upon  an  anticipated  equity  financing  which  did  not  materialize.

     The  Company  asserted a claim against Bridgewater for certain damages that
the Company alleged it had suffered, which the Company believed to be occasioned
by  Bridgewater's malfeasance. As a result, on April 8, 1999, the Company issued
a  stop  order  relating to all of the 499,002 shares previously issued.  During
January  2000,  the  Company  settled  its  claims  with Bridgewater whereby the


<PAGE>
Company  agreed,  among other things, to pay Bridgewater $16,667 by June 1, 2000
and  to  release  the stop order relating to the 449,002 shares of common stock.

Consulting  Agreement

     On October 1, 1998, the Company executed a Consulting Agreement with Sports
Opportunities  International,  a  South  Carolina  corporation,  owned by Parker
Smith,  a  former Director of the Company.  This agreement required a payment of
$40,000  a  year to be paid in four equal quarterly installments which commenced
on January 1, 1999.  The Consulting Agreement also granted stock options for the
purchase  of  50,000  shares of common stock at $2.00 per share, 20,000 of which
vested  upon  execution  of this agreement; 15,000 of which vested six months of
execution  of  this  agreement,  and  the remaining 15,000 which vested one year
after execution of this agreement.  The Consulting Agreement also provided for a
$0.25  royalty  to  be  paid  for  each  golf  club  sold  through  companies or
distributors introduced to the Company by Mr. Smith. The Agreement had a term of
one  year,  and  expired  without  being  renewed on October 1, 1999.  Mr. Smith
resigned  as  a  director  of  the  Company  during  March  2000.

License  Agreement

     On  August  12,  1998,  the  Company  executed  a  License  Agreement  with
Confidence  Golf,  Inc.,  a  California  corporation formerly owned by Robert J.
Williams,  who  is  a  former  Officer  and  a  Director,  and currently a major
stockholder  of the Company.  Confidence Golf, Inc. was purchased by Family Golf
Centers,  Inc. in December 1997.  Pursuant to the License Agreement, the Company
has licensed to Confidence Golf, Inc. a non-exclusive worldwide right to utilize
the  Company's  patented forged insert technology in the manufacture and sale of
golf clubs.  The License Agreement provides for royalties to be paid at the rate
of $2.00 per iron and $2.50 per wood for each golf club, component made, used or
sold  worldwide.  The  License Agreement expires upon termination of all patents
and  patent  applications,  or in the event that royalty payments are not timely
made  or  there  is  a  material  breach  of  this  agreement.


<PAGE>
     PART  IV.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits:  A  list  of  exhibits  required  to  be filed as part of this
report  is  set  forth in the Index to Exhibits, which immediately precedes such
exhibits,  and  is  incorporated  herein  by  reference.
(b)     Reports  on  Form  8-K:  The Company did not file any Current Reports on
Form  8-K  during  or  related  to  the  three  months  ended December 31, 1999.


<PAGE>
                                    SIGNATURES

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

                                         GOLFGEAR  INTERNATIIONAL,  INC.

                                         ---------------------------------------
                                              (Registrant)


Date:  April 13, 2000                    By:  /S/  Donald  A.  Anderson
                                            ---------------------------
                                            Donald  A.  Anderson
                                            President


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



Date:  April 13, 2000                    By:  /S/  Donald  A.  Anderson
                                            ---------------------------
                                            Donald  A.  Anderson
                                            President  and  Director


Date:  April 13, 2000                    By:  /S/  Robert  N.  Weingarten
                                            -----------------------------
                                            Robert  N.  Weingarten

Chief  Financial  Officer  and  Director



Date:  April 13, 2000                                                        By:

Frank  X.  McGarvey

Director



Date:  April 13, 2000                                                        By:
   /S/                                   Naoya  Kinoshita
------

Director


<PAGE>
<TABLE>
<CAPTION>
                                    INDEX TO EXHIBITS

Exhibit
 Numbe   Description of Document
<C>      <S>
    3.1    Articles of Incorporation(1)
-------  -------------------------------------------------------------------------------
    3.2    Certificate of Amendment of Articles of Incorporation(1)
    3.3    Certificate of Amendment of Articles of Incorporation(1)
    3.4    Articles of Merger(1)
    3.5    Bylaws(1)
    4.3    Binding Subscription Agreement for Purchase of Equity Securities (M.C.
           Corporation)(1)
    4.4    Certificate of Determination(1)
   10.1    Distribution Agreement (M.C. Corporation)(1)
   10.2    Distribution Agreement (GolfGear Korea, Ltd.)(1)
   10.4    Agreement for Sale and Purchase of Assets (and accompanying Consulting
           Agreement) (Douglas Rugg)(1)
   10.5    License Agreement (Confidence Golf, Inc.)(1)
   10.6    License Agreement (Wilson Sporting Goods Company)(1)
  10.10    Employment Agreement (Donald A. Anderson)(1)(C)
  10.11    GolfGear International, Inc. 1997 Stock Incentive Plan(1)(C)
  10.12    License Agreement (PowerBilt Golf)(1)
  10.13    Property Lease Agreement(2)
           Amended and Restated Agreement for Sale and Purchase of Assets between Bel Air
  10.14    Golf Company and GolfGear International, Inc.(2)
     21    Subsidiaries of the Registrant(2)
     27    Financial Data Schedule(E)
   99.1    Patents(1)
   99.2    Trademarks(1)
<FN>
-----------------------------

(1)     Previously  filed  as an Exhibit to the Company's Registration Statement on Form
        10-SB  dated  November  11,  1999,  and  incorporated  herein  by  reference.
(2)     Filed  herein.
(C)     Indicates  compensatory  plan,  agreement  or  arrangement.
(E)     Indicates  electronic  filing  only.
</TABLE>


<PAGE>