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,  2000

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

        For  the  transition  period  from ___________ to ____________

                         Commission file number: 0-28007

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

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


               12771 Pala Drive, Garden Grove, California   92841
           ------------------------------------------------------------
           (Address of principal executive offices, including zip code)

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

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

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

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

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the preceding 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has been subject to such filing requirements for the past 90 days.
Yes [ X ]  No  [   ]

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

     The  issuer's  revenues  for  the  fiscal year ended December 31, 2000 were
$3,194,610.

     The  aggregate  market  value  of  the  issuer's  common  stock  held  by
non-affiliates  of  the  Company  as  of  March  31,  2001,  was  $1,862,370.

     As  of  March  31,  2001,  the issuer had 15,273,598 shares of common stock
issued  and  outstanding.

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

     Documents  incorporated  by  reference:  None.


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<PAGE>
     This  Annual  Report  on Form 10-KSB for the fiscal year ended December 31,
2000,  contains  forward-looking  statements  relating  to  future events or the
future events or the future financial performance of the Company, including, but
not  limited  to, statements contained in "Business' and Management's Discussion
and Analysis or Plan of Operation."  Readers are cautioned that such statements,
which may be identified by words including "anticipates," "believes," "intends,"
"estimates,"  "expects,"  and  similar  expressions,  are  only  predictions  or
estimations  and  are  subject to known and unknown risks and uncertainties.  In
evaluating  such  statements,  readers  should  consider  the  various  factors
identified  in  this  Annual  Report  on  Form  10-KSB for the fiscal year ended
December  31,  2000,  which could cause actual events, performance or results to
differ  materially  from  those  indicated  by  such  statements.


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<PAGE>
                                     PART I.

ITEM  1.     DESCRIPTION  OF  BUSINESS

Organization  of  Business

     GolfGear  International,  Inc.,  a  Nevada  corporation  (the  "Company"),
formerly  Harry  Hurst Jr., Inc. ("HHI"), was incorporated under the laws of the
State  of  Nevada  on  October  9,  1997.  The  Company  is the successor entity
resulting  from  a  November  20,  1997,  reorganization  between  GolfGear
International, Inc. ("GGI"), which, through its predecessors, has been active in
the  golf  business since 1990, and HHI, a non-operating public corporation.  By
the filing of an Amendment to the Articles of Incorporation filed on December 1,
1997,  HHI  changed its name to GolfGear International, Inc. and GGI changed its
name  to  GGI,  Inc.  and remains a wholly-owned subsidiary of the Company. Each
share  of common stock of GGI was exchanged for 3.5235 shares of common stock of
HHI.  The  shareholders  of GGI, constituting 90% of the then outstanding shares
of  common  stock, became the controlling shareholders of the Company, effective
December  5,  1997.  A  one  for  two  reverse  stock  split of HHI's issued and
outstanding shares is reflected in an Amendment to the Articles of Incorporation
filed  on  December  4,  1997.

     The  Company's  executive  offices  are located at 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 twelve
full-time  employees  (four in administration and three in support services) and
ten  independent  sales  representatives.  None  of  the Company's employees are
subject  to  a  collective  bargaining  agreement.

Going  Concern

     The consolidated financial statements as of and for the year ended December
31,  2000  have been prepared assuming that the Company will continue as a going
concern,  which  contemplates  the realization of assets and the satisfaction of
liabilities  in  the  normal course of business.  The carrying amounts of assets
and  liabilities  presented  in  the  consolidated  financial  statements do not
purport  to  represent  the  realizable  or  settlement values.  The Company has
suffered  recurring  operating  losses  and  had  diminishing  working  capital
liquidity  at  December  31,  2000.  As a result of these factors, the Company's
independent  certified public accountants have expressed substantial doubt about
the Company's ability to continue as a going concern.  The Company believes that
its  efforts to reduce costs and operate more efficiently will generate improved
cash  flows,  although  there  can  be  no  assurances that such efforts will be
successful.  Furthermore,  during  early  2001  the  Company  experienced  a
significant  drop  in  orders  from  its  key  retail  customers  who  provided
approximately  one-half of the Company's total revenues in 2000.  The Company is
attempting  to  increase  revenues  through  various  means, including expanding
brands  and  product  offerings,  new  marketing  programs,  and possibly direct
marketing  to  customers.  To  the  extent that the Company is unable to replace
such revenues on a timely basis, the Company's revenues in 2001 may experience a
significant  decline,  and  the  Company's  liquidity and ability to continue to
conduct  operations  may  be  impaired.

     The Company will require additional capital to fund operating requirements,
as  well as to fund expansion plans and possible acquisitions, mergers and joint
ventures.  The  Company is exploring various alternatives to raise this required
capital,  but  there can be no assurances that the Company will be successful in
this  regard.  To  the  extent  that the Company is unable to secure the capital
necessary  to  fund  its future cash requirements on a timely basis and/or under
acceptable  terms  and  conditions,  the  Company  may  not have sufficient cash
resources  to  maintain  operations.  In  such  event,  the  Company may have to
substantially  reduce  its  operations  to a level consistent with its available
working  capital  resources.  The  Company  may  also  be required to consider a
formal  or  informal  restructuring  or  reorganization.

Company  Overview  -  Description  of  Current  Business

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


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

     The  Company  sells  a full line of patented metal woods and irons marketed
under  various  names,  including Ti-Gear, TG-Tour and Tsunami Titanium drivers,
which were first introduced in 1997 and which have been updated and revised on a
periodic  basis.  The  Company  offers  both mid-size and over-size models.  The
Company  is  attempting to utilize its patented technology to develop a position
as  a  major  brand  name  in  the  golf  industry.

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

     The  Company  introduced a new line of forged insert woods in January 2001.
The  new  line  of  TG-Tour  woods  consists  of a full line of woods, including
drivers  in  various  lofts  complemented  by a full line of fairway woods.  The
Company  will  begin  shipping  these  clubs  in  May  2001.

     The  Company's  objective  is  to become a leading manufacturer of drivers,
irons,  wedges  and putters utilizing, wherever possible, its proprietary forged
face  insert technology.  To achieve this objective, the Company is focusing its
market  strategy  on  enhancing  the  reputation of its products, increasing its
market  penetration of its products and continuing the development of innovative
clubs,  and  the refinement and improvement of existing technology.  An integral
part  of  this  strategy  is  the  expansion  of  the  Company's  marketing  and
advertising  efforts  to  target  both  domestic  and  international sales.  The
Company's  domestic  marketing  strategy  is to create product awareness through
various means, including infomercials, print advertising, television commercials
and other promotional activities such as on-course golf pro shop demonstrations.
The Company will also seek to obtain the  endorsement of its products by touring
professional  golfers,  who  would  be expected demonstrate the effectiveness of
forged  face technology and provide valuable exposure.  The Company also intends
to  expand  its  line  of  clubs  by  developing,  acquiring  or  licensing  its
technologies  to  other  golf  manufacturers.  The  ability  of  the  Company to
implement  its  marketing  strategy  is  subject to the Company having access to
adequate  capital,  which it currently does not have  (see "ITEM 6. MANAGEMENT'S
DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION").

Industry  Background

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

     A  1995  institutional  research  report  by the investment banking firm of
Hambrecht  &  Quist  noted  that  the  United  States  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.


                                        4
<PAGE>
     Market  leaders follow a similar pattern.  Each established a market niche.
Callaway  introduced the oversize metal wood to the market.  Cobra followed with
oversize  perimeter  weighted  irons.  Each incorporated brand identity, product
innovation and tour validation, from the PGA Tour to the LPGA Tour to the Senior
Tour.

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

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

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

Competition

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

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

Business  Strategy

     The  Company  competes  in  the  premium  quality  segment of the golf club
industry,  a  growing  and  highly competitive area.  The Company is planning to
introduce  lower  priced  clubs  under  the Leading Edge brand  beginning in May
2001.

     The Company occupies a 10,000 square foot facility located in Garden Grove,
California,  which  provides  the  Company  with sales offices, customer service
operations, the capability to conduct telemarketing operations, as well as space
for  assembly,  finished  goods  inventory,  product  staging and shipping.  The
Company  continues  to  sub-contract  some  of  its  assembly  operations.

Overall  Marketing  Strategy


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

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

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

     The golf club industry is highly seasonal, with most companies experiencing
up  to  60%  of  sales between February and June with an additional 20% of sales
occurring  between  October  and  December for the Christmas buying season.  The
majority  of  the  Company's  products  are introduced in January at the Florida
International  PGA  Show,  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 develop more
brand  awareness.  These  shows  have become very popular on a nationwide basis,
and  can  be  a  key  element  is  broadening  distribution  in  these  markets.

     The  Company  is  becoming  increasingly  active  at  key  demo days.  Most
companies  have  used some sort of demo program to gain exposure at golf courses
and  private  country  clubs.  The  Company  launched one tour van in 2000, and,
subject  to financing, the Company may launch additional tour vans in 2001, that
would  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 1999 and 2000, the Company outsold the
competition.  The  demo  programs are intended to supplement the Company's other
promotional  efforts.

     Currently,  the  Company  depends on four major customers for approximately
50%  of  its  sales.  During  late  1999,  the  Company  recently entered into a
Distribution  Agreement with M.C. Corporation of Tokyo, Japan, which is expected
to  broaden its customer base in the Far East.  The Company expects to continue,
given  its  product  technology  and  marketing approach, to attempt to increase
sales  in  existing markets and distribution into additional geographic regions.
The  Company  also  recently  entered  into  a  distribution  agreement  with
Professional  Golf  Services  to  sell  its  products  in  Europe.

Product  and  Name  Endorsement

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


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<PAGE>
Infomercials  and  Other  Marketing

     The  value  of infomercials lies in the creation of millions of interested,
informed and qualified prospects wanting to buy featured products in stores.  In
addition  to  selling products from television, infomercials can be an excellent
source of leads for telemarketing, for promoting a brand image and "pushing" the
retail store activity.  In conjunction with a production company named Script to
Screen,  Inc.,  the  Company  finished  its  first infomercial in May 1998.  The
Company  did  not  have  the  working  capital  resources  necessary to air this
infomercial.  The  Company is reviewing the possibility of revamping it, subject
to  available  financing.  The Company is also considering a second infomercial,
utilizing  perhaps  a  shorter format, to be produced in the later part of 2001,
again  based  on  available  financing.

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

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

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

International  Business

     The Company distributes golf clubs worldwide.  The Company is currently not
dependent  upon  selling  to  the  European or Asian markets, however, it is the
Company's  objective  that  approximately 50% of revenue be generated in foreign
markets  (currently  the figure is approximately 22%).  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.  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 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.  There  were  also  warrants  issued in connection with this financing to
purchase  330,000 shares of common stock at an exercise price of $1.00 per share
expiring  in  October 2002.  The preferred stock will automatically convert into
common  stock  two  years  from its issuance.  Other material provisions of this
agreement include the following: (1) the preferred stock has one vote per share,
and  votes  on  an  "as if converted" basis; (2) the common stock into which the
preferred stock is convertible has unlimited piggyback rights; (3) no new shares
of  preferred  stock senior or equal to the preferred stock may be issued for so
long  as  any of the preferred stock is outstanding; (4) for the one year period
after  the  issuance  of  the  preferred  stock,  should  the  Company 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


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<PAGE>
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  issued 3,170 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),  GolfGear  Korea,  Ltd.  will  have the exclusive rights to distribute
products  of  the  Company  in South Korea for a period of three years.  Certain
sales  performance  goals are set forth in the agreement.  Due to current market
conditions  in  South  Korea, GolfGear Korea, Ltd. may not be able to meet their
performance  obligation  for 2001.  Should there be a breach of the agreement by
GolfGear  Korea,  Ltd.,  the  Company  will consider all alternatives, including
obtaining  a  new  distributor  in South Korea, should the situation warrant it.

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

Technology

     Most  of the Company's clubs features its multi-patented forged face insert
technology  that  was  invented  and  developed  by  Company  founder  Donald A.
Anderson.  The  Company  currently  has  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.

     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
porosity that can cause hairline cracks or cave-ins and create dead spots. Also,
their  porous finish and inconsistent internal structure can affect playability.

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


                                        8
<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, TG-Tour
irons  and  woods  and  Tsunami  titanium  woods  and  irons.

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

Product  Line

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

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

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

     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 name
Ti-Gear  represents Titanium Gear, or abbreviated, Ti-Gear (the Ti in Ti-Gear is
the symbol for titanium).  This new line is called TG-Tour and Tsunami.  The new
line  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 2000 in Orlando, Florida.  The Company deleted
the  line  of Ti-Gear woods and irons during the 2000 selling season.  This line
was replaced by a new line of TG-Tour irons and woods.  The Company introduced a
new  Tsunami  deep  face driver in the spring of 2001.  The Company introduced a
new  line  of Tsunami fairway woods through its distributor in Japan in February
2001.  The  Company  also intends to introduce a new iron under the name Tsunami
in  late  2001.

Bel  Air  Golf  Companies  Acquisition

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

     In  consideration  for  acquiring  these  assets,  the  Company  assumed
liabilities  of  approximately $50,000 and  issued 400,000 shares of  restricted
common  stock.  The Company also agreed to issue 255,000 warrants exercisable at
$1.00  per  share  for  a  period  of  six months from closing, 100,000 warrants
exercisable  at  $1.00  per  share  for  a  period of one year from closing, and
100,000 warrants exercisable at $1.00 per share, 100,000 warrants exercisable at
$2.00 per share and 100,000 warrants exercisable at $3.00 per share, vesting and


                                        9
<PAGE>
exercisable  only  if  net  revenues  from  Bel  Air Golf and Players Golf reach
$1,500,000,  $2,000,000 and $2,500,000 in 2000, 2001 and 2002, respectively. The
Company issued 250,000 of the 400,000 shares on November 29, 1999 as an advance,
in  order  to be able to operate the Bel Air Golf Companies on an interim basis.
The  Company also issued 10% of the securities described above as a finder's fee
with  respect  to  this transaction.  This transaction closed on April 11, 2000.

Leading  Edge  Acquisition

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

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

Peter  Alliss  Personal  Service  Agreement

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

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

Source  of  Supply

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

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
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


                                       10
<PAGE>
putters include several devices that provide an alignment mechanism.  A "virtual
ball"  marker  allows  the  user  to visualize the hit before the club is swung.
This  enables  the club to be aligned to the ball, allowing the user to hit from
the  sweet  spot  of the club.  Additionally, the putter clubs have heel and toe
weighting  to minimize club head rotation on impact, ensuring a straighter shot.

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

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

Licensing  of  Technology

     On  November  19, 1998, the Company entered into a licensing agreement with
Wilson  Sporting  Goods Company, which granted it the non-exclusive right to use
the  Company's  forged  insert  technology.  On  November  17, 1999, the Company
entered  into  a  license  agreement  with  PowerBilt Golf, which granted it the
non-exclusive  right  to  use  the  Company's forged insert technology.  Both of
these  licensing agreements provide for annual and per unit royalties payable to
the  Company.


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, pursuant to 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

     The  Company  is  not  presently  a  party  to  any  pending  or threatened
litigation.


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,  2000.



                                    PART II.

ITEM  5.  MARKET  FOR  REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market  Information


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

For the Fiscal Year Ended December 31, 2000:
--------------------------------------------
                                                 High       Low
                                                 ----       ---

First  Quarter                                  $0.71      $0.60
Second  Quarter                                  0.31       0.25
Third  Quarter                                   0.64       0.29
Fourth  Quarter                                  0.19       0.16

For the Fiscal Year Ended December 31, 1999:
--------------------------------------------
                                                 High       Low
                                                 ----       ---

First  Quarter                                  $2.00      $0.87
Second  Quarter                                  1.25       0.75
Third  Quarter                                   0.87       0.25
Fourth  Quarter                                  1.31       0.08

Holders

     As  of  March  31,  2001,  there  were  186  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

     As  a  result of the Bel Air Acquisition, the Company was required to issue
3,170  additional  preferred  shares  to  M.C  Corporation  for  no  additional
consideration  in  order  to  comply  with  certain  anti-dilution  provisions.

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

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


                                       12
<PAGE>
     Effective  December  31,  2000,  the  Company  executed  a personal service
agreement  with  Peter Alliss and pursuant to said agreement, the Company issued
250,000  shares  of  its common stock and warrants to purchase 250,000 shares of
its  common  stock  at an exercise price of $0.50 per share for a period of five
years.

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

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

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

     During  the year ended December 31, 2000, the Company completed the Bel Air
acquisition,  pursuant  to  which  the Company agreed to issue 400,000 shares of
restricted  common  stock.  The  Company  also  agreed to issue 255,000 warrants
exercisable  at $1.00 per share for a period of six months from closing, 100,000
warrants  exercisable  at $1.00 per share for a period of one year from closing,
and  100,000  warrants  exercisable  at  $1.00  per  share,  100,000  warrants
exercisable  at  $2.00  per  share and 100,000 warrants exercisable at $3.00 per
share,  vesting  and  exercisable  only  if  net  revenues from Bel Air Golf and
Players Golf reach $1,500,000, $2,000,000 and $2,500,000 in 2000, 2001 and 2002,
respectively.  The  Company issued 250,000 of the 400,000 shares on November 29,
1999  in  advance of the closing.  The Company also issued 10% of the securities
described  above  as  a  finder's  fee  with  respect to this transaction.  This
transaction  closed  on  April  11,  2000.

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

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


                                       13
<PAGE>
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, 1999 and 2000, and should be read in conjunction
with  the  Company's  consolidated  financial  statements  and  notes  thereto.

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

Going  Concern

     The consolidated financial statements as of and for the year ended December
31,  2000  have been prepared assuming that the Company will continue as a going
concern,  which  contemplates  the realization of assets and the satisfaction of
liabilities  in  the  normal course of business.  The carrying amounts of assets
and  liabilities  presented  in  the  consolidated  financial  statements do not
purport  to  represent  the  realizable  or  settlement values.  The Company has
suffered  recurring  operating  losses  and  had  diminishing  working  capital
liquidity  at  December  31,  2000.  As a result of these factors, the Company's
independent  certified public accountants have expressed substantial doubt about
the Company's ability to continue as a going concern.  The Company believes that
its  efforts to reduce costs and operate more efficiently will generate improved
cash  flows,  although  there  can  be  no  assurances that such efforts will be
successful.  Furthermore,  during  early  2001  the  Company  experienced  a
significant  drop  in  orders  from  its  key  retail  customers  who  provided
approximately  one-half of the Company's total revenues in 2000.  The Company is
attempting  to  increase  revenues  through  various  means, including expanding
brands  and  product  offerings,  new  marketing  programs,  and possibly direct
marketing  to  customers.  To  the  extent that the Company is unable to replace
such revenues on a timely basis, the Company's revenues in 2001 may experience a
significant  decline,  and  the  Company's  liquidity and ability to continue to
conduct  operations  may  be  impaired.

     The Company will require additional capital to fund operating requirements,
as  well as to fund expansion plans and possible acquisitions, mergers and joint
ventures.  The  Company is exploring various alternatives to raise this required
capital,  but  there can be no assurances that the Company will be successful in
this  regard.  To  the  extent  that the Company is unable to secure the capital
necessary  to  fund  its future cash requirements on a timely basis and/or under
acceptable  terms  and  conditions,  the  Company  may  not have sufficient cash
resources  to  maintain  operations.   In  such  event,  the Company may have to
substantially  reduce  its  operations  to a level consistent with its available
working  capital  resources.  The  Company  may  also  be required to consider a
formal  or  informal  restructuring  or  reorganization.

Results  of  Operations

     Years  ended  December  31,  2000  and  1999

     Net  sales  increased  to  $3,194,610  in  2000 from $2,302,407 in 1999, an
increase  of  $892,203 or 38.8%. Net sales increased in 2000 as compared to 1999
as  a  result  of  increased  unit sales and increasing market acceptance of the
Company's  proprietary forged face insert technology, particularly the Company's
Tsunami  drivers.

     Gross  profit  increased  to  $1,505,416 in 2000 from $922,552 in 1999, and
increased  as a percentage of net sales to 47.1% in 2000 from 40.1% in 1999. The
increase in gross profit margin in 2000 as compared to 1999 was due to increased
sales  and  the introduction of new, higher-margin products (such as the Tsunami
driver),  as  well  as  a  shift  in  the  sales  mix.

     Selling  and  marketing  expenses  increased  to $783,824 in 2000 (24.5% of
sales) from $573,933 in 1999 (24.9% of sales), an increase of $209,891 or 36.6%.
Selling and marketing expenses increased in 2000 as compared to 1999 as a result
of  the  increased  selling  and  marketing  activities to support, in part, new
product  introductions.

     Tour  and  pro  contract  expenses  decreased  to $100,863 in 2000 (3.2% of
sales)  from  $191,315  in 1999 (8.3% of sales), a decrease of $90,452 or 47.3%.
Tour and pro contract expenses decreased in 2000 as compared to 1999 as a result
of  a  reduced emphasis and reliance on the services of touring professionals to
promote  the  Company's  products.


                                       14
<PAGE>
     General  and administrative expenses increased to $1,303,278 in 2000 (40.8%
of  sales)  to  $1,177,268  in 1999 (51.1% of sales), an increase of $126,010 or
10.7%. General and marketing expenses increased in 2000 as compared to 1999 as a
result  of  a  general  increase  in  business  activities.

     Depreciation and amortization increased to $117,920 in 2000 from $51,898 in
1999, an increase of $66,022 or 127.2%. Depreciation and amortization is related
to  property  and  equipment  and  patents  and  trademarks.  Depreciation  and
amortization  increased  in  2000 as compared to 1999, in general as a result of
increased  expenditures  for  property and equipment and patents and trademarks,
and  in  particular  as  a  result of a review of the recoverability of deferred
costs  related  to certain patents and trademarks, which resulted in a write-off
of  $27,707  in  2000.

     Interest  expense  decreased  to  $13,349  in  2000 from $55,701 in 1999, a
decrease  of $42,352 or 76.0%. Interest expense decreased in 2000 as compared to
1999 as a result of a decrease in the level of interest-bearing debt incurred to
finance  operations,  as  well  as common stock and warrants issued as financing
costs.

     Bad  debt  expense  decreased  to $156,410 in 2000 from $240,069 in 1999, a
decrease  of $83,659 or 34.9%.  Bad  debt  expense decreased in 2000 as compared
to  1999  was primarily as a result of a dispute with a former customer that was
settled  during  1999.

     Net  loss was $962,256 for the year ended December 31, 2000, as compared to
a  net  loss  of  $1,360,999  for  the  year  ended  December  31,  1999.

Liquidity  and  Capital  Resources  -  December  31,  2000

     The  Company  has financed its working capital requirements during the past
few  years  principally from the private placement of its securities. During the
year  ended  December  31,  1999,  net proceeds from the sale of securities were
$1,835,452.  The  Company  did  not  sell  any  securities during the year ended
December  31,  2000.  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, 2000 and 1999, the Company's operations
utilized  cash  of $631,543 and $950,162, respectively, as a result of a general
improvement  in  operations  in  2000,  reflected  by an increase in revenues of
$892,203 with a commensurate increase in cost of goods sold of only $309,339. As
of December 31,2000, the Company had working capital of $286,993, as compared to
working  capital  of  $776,327 at December 31, 1999. The Company's current ratio
was 1.23:1 at December 31, 2000, as compared to 1.83:1 at December 31, 1999. The
Company  has  experienced  a continuing decline in liquidity and working capital
during  the  three  months  ended  March  31,  2001.

     During  the  years  ended  December 31, 2000 and 1999, the Company expended
$110,130  and $40,101, respectively, for the purchase of property and equipment.

     The Company did not have any capital expenditure commitments outstanding at
December  31,  2000.

     During the year ended December 31,2000, the Company increased its bank line
of  credit  by  $50,107,  as  compared to reducing it by $31,241 during the year
ended  December  31,  1999. During the year ended December 31, 1999, the Company
received  proceeds  from  short-term  borrowings of $50,000. The Company did not
have  any  short-term borrowings during the year ended December 31, 2000. During
the  years  ended  December  31,  2000  and  1999, the Company repaid short-term
borrowings of $36,163 and $65,494, respectively. During the years ended December
31,  2000  and  1999,  the  Company also repaid notes payable to shareholders of
$25,779  and  $36,963,  respectively.

     The Company has also periodically utilized common stock to pay for services
and  settle  liabilities.  During  the year ended December 31, 2000, the Company
issued  2,092,250  shares  of  common  stock  valued at $362,175, as compared to
33,500  shares  valued  at  $22,385  during  the  year  ended December 31, 1999.


                                       15
<PAGE>
     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

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


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

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

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

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

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

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


                                       16
<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, 2001.  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              50             President  and  Director

Robert  N.  Weingarten            49             Chief  Financial Officer,
Secretary  and  Director

Frank  X.  McGarvey               57             Director

Naoya  Kinoshita                  36             Director


Biographies  of  Directors  and  Executive  Officers:

Donald  A.  Anderson,  President/Director

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

Robert  N.  Weingarten,  Secretary/Chief  Financial  Officer/Director

     Mr.  Weingarten  has  served  as  Chief  Financial Officer, Secretary and a
Director  since  joining the Company in October 1997, except that he was not the
Chief  Financial  Officer  for the period from October 1, 2000 through March 31,
2001.  From  July  1992  to  the  present,  he  has been the sole shareholder of
Resource  One  Group,  Inc.,  a financial consulting and advisory company.  From
January 1, 1997 through July 31, 1997, Mr. Weingarten was a principal in Chelsea
Capital  Corporation,  a  merchant banking firm.  Since 1979, Mr. Weingarten has
served  as  a  consultant  with  numerous  public companies in various stages of
development,  operation or reorganization.  Mr. Weingarten received an M.B.A. in
Finance from the University of Southern California and a B.A. in Accounting from
the  University  of  Washington.  Mr. Weingarten is an officer of Aries Ventures
Inc.  and  Resource  Ventures,  Inc.,  both  of  which  are  public  companies.


                                       17
<PAGE>
Frank  X.  McGarvey,  Director

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

Naoya  Kinoshita,  Director

     Mr.  Kinoshita  is  President of 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-installed condominium in Japan.  More
recently,  he commenced the design, construction, and sales of 2x4 housing which
utilized  fewer  chemicals, and more natural materials to promote healthy living
for  the  resident.  Mr.  Kinoshita  has  extensive  expertise  in  real  estate
development,  information  processing, sales, management, and distribution.  Mr.
Kinoshita  has  served  as  a  Director  since  October  1999.

Key  Employees

Rhonda  Jurs,  Director  of  Sales

     Rhonda Jurs, age 37, 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.

Mark  Collins,  Director  of  Manufacturing

     Mark Collins, age 39, began his career in the golf industry in 1983.  While
working as machinist for a California tooling company, Mr. Collins built what is
believed  to be the first putter with a milled face.  After honing his skills as
a  golf  club craftsman at Quality Golf Products of Fountain Valley, California,
Mr.  Collins  joined  Daiwa  Golf in 1992.  At Daiwa, a recognized leader in the
golf  equipment  industry,  Mr. Collins combined his knowledge of advanced metal
alloys  and  graphite  shafts with expertise in precision manufacturing to build
clubs for well known PGA professionals such as Fuzzy Zoeller, Pete Jordan, Jerry
Kelly,  and  LPGA  notables  Amy  Alcot  and  Luciana Benevenuti.  He joined the
Company  in  April  1998.

Board  of  Advisors

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

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.


                                       18
<PAGE>
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.

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

     Frank  X.  McGarvey  did  not  timely file a Form 4 with the Securities and
Exchange  Commission  relating to his purchase of common stock of the Company on
June  1,  2000.

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,
2000.

<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE


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

(a)                   (b)     (c)       (d)         (e)           (f)          (g)       (h)          (i)
-------------------  -----  --------  -------  -------------  -----------  ----------  -------  ------------
<S>                  <C>    <C>       <C>      <C>            <C>          <C>         <C>       <C>
Donald A.             2000   103,950   50,000      14,649(1)            0           0        0             0
Anderson,             1999    94,500   20,000      15,210(2)            0           0        0             0
President             1998    52,769        0      15,470(3)            0           0        0             0

Robert N.
Weingarten,           2000    27,000        0             0             0           0        0             0
Chief Financial       1999    36,000        0             0             0           0        0             0
Officer and           1998    36,000        0             0             0           0        0             0
Secretary
</TABLE>

(1)  Includes  $4,216  for  medical  insurance  premiums  and  $1,433  for  life
     insurance  premiums  paid  on behalf of Mr. Anderson in 2000. Also includes
     auto  allowance  of  $9,000.


                                       19
<PAGE>
(2)  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.
(3)  Includes  $3,924  for  medical  insurance  premiums  and  $2,546  for  life
     insurance  premiums  paid  on behalf of Mr. Anderson in 1998. Also includes
     auto  allowance  of  $9,000.

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

     During  the  year  ended December 31, 2000, three  meetings of the Board of
Directors  were held.  All directors attended at least 75% of all board meetings
for  which  they  were  eligible  to  attend.  Directors  receive  no additional
compensation  for  serving  on  the  Board  of Directors, but are reimbursed for
reasonable  out-of-pocket  expenses  incurred  in attending board meetings.  The
Company  had  no  nominating or compensation committee, or committees performing
similar  functions,  during  the fiscal year ended December 31, 2000.  The audit
committee  consists  of Frank X. McGarvy, Gary Wykidal and Robert N. Weingarten.

Stock  Option  Plan

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

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

     The  exercise  price per share of incentive stock options granted under the
Plan  must be at least equal to the fair market value of the common stock on the
date  of  grant.  With  respect  to any participant who owns shares representing
more  than  10%  of the voting power of all classes of the Company's outstanding
capital stock, the exercise price of any incentive or non-statutory stock option
must  be  equal to at least 110% of the fair market value of the grant date, and
the  maximum  term  of  the option must not exceed five years.  The terms of all
other options granted under the Plan may not exceed ten years.  Upon a merger of
the  Company,  the  options  outstanding  under  the  Plan will terminate unless
assumed  or  substituted by the successor corporation.  As of December 31, 2000,
1,748,525  options  were  granted  under  the  Plan.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                    OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                          (Ended December 31, 2000)
                                             [Individual Grants]


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

(a)                          (b)                     (c)                      (d)                  (e)
------------------  ---------------------  -----------------------  -----------------------  ----------------
<S>                 <C>                    <C>                      <C>                      <C>
Donald A.                         250,000                    62.5%                    0.275  December 2005
Anderson,
President

Robert N.                         150,000                    37.5%                     0.25  December 2005
Weingarten, Chief
Financial Officer
and 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.                           -                   -     752,350 Exercisable/                     -
Anderson,                                                       0 Unexercisable
President

Robert N.                           -                   -     401,175 Exercisable/                     -
Weingarten,                                                     0 Unexercisable
Chief Financial
Officer and
Secretary
</TABLE>

(1)  The  dollar values are calculated by determining the excess, if any, of the
     market  price  for the common stock of $0.16 per share at December 31, 2000
     over  the  weighted  average  exercise  price  of  the stock options. As of
     December 31, 2000, none of the unexercised stock options were in-the-money.


                                       21
<PAGE>
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.

     As  of  March  31,  2001,  the  Company had a total of 15,273,598 shares of
common  stock  issued  and  outstanding  and  236,679  shares of Series A Senior
Convertible  Preferred  Stock  issued  and  outstanding.  Each share of Series A
Senior  Convertible  Preferred  Stock  is  convertible into ten shares of common
stock,  and  votes  on  an  "as  if  converted"  basis.

     The  following  table sets forth, as of March 31, 2001:  (a)  the names and
addresses of each beneficial owner of more than five percent (5%) of the Company
common  stock  known  to  the  Company,  the  number  of  shares of common stock
beneficially  owned by each such person, and the percent of the Company's common
stock  so  owned; and (b) the names and addresses of each director and executive
officer, the number of shares of common stock of the Company beneficially owned,
and the percent of the Company's common stock so owned, by each such person, and
by  all  directors  and executive officers of the Company as a group.  Each such
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated.  Beneficial ownership consists of a direct
interest  in  the  shares  of  common  stock,  except  as  otherwise  indicated.

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

                Donald A. Anderson,
Common Stock    12771 Pala Drive, Garden                4,234,725 (2)             19.94%
                Grove, California 92841

                M.C. Corporation, Terasiosu
Common Stock    Bldg., 6-7-2 Minami Aoyama,             2,696,790 (3)             12.25%
                Minato-ku, Tokyo,
                Japan 107-0062

Common Stock    Robert J. Williams,
                242 Strada Nova,                           1,442,521               6.55%
                Palm Desert, California 92260

Common Stock    Frank X. McGarvey,
                12771 Pala Drive, Garden                1,040,940 (4)              4.73%
                Grove, California 92841

Common Stock    Robert N. Weingarten,
                12771 Pala Drive, Garden                  977,049 (5)              4.44%
                Grove, California 92841

                Naoya Kinoshita, Terasiosu
Common Stock    Bldg., 6-7-2 Minami Aoyama,               150,000 (6)              0.68%
                Minato-ku, Tokyo,
                Japan 107-0062

                Shares of all directors and
Common Stock    executive officers as a group              6,402,714              29.79%
                (4 persons)
</TABLE>


                                       22
<PAGE>
(1)  Other  than  as  footnoted, none of these security holders has the right to
     acquire  any amount of the Shares within sixty days from options, warrants,
     rights,  conversion  privilege,  or  similar  obligations.
(2)  Includes  options  to  purchase  352,350  of  shares  of common stock at an
     exercise  price  of  $0.62  per  share,  which expire in October 2002. Also
     includes  options to purchase 150,000 shares of common stock at an exercise
     price  of  $0.275 per share under the Stock Incentive Plan, which expire in
     August  2004.  Also  includes  options to purchase 250,000 shares of common
     stock  at  an  exercise price of $0.275 per share under the Stock Incentive
     Plan, which expire in December 2005. Also includes 154,360 shares of common
     stock  held  in  the  name of Mr. Anderson's wife, as to which he disclaims
     beneficial  ownership.
(3)  Reflects the right to convert 236,679 shares of convertible preferred stock
     into  2,366,790  shares of common stock through October 2001. Also includes
     warrants to purchase 330,000 shares of common stock at an exercise price of
     $1.00  per  share,  which  expire  in  October  2002.
(4)  Includes  options to purchase 105,705 shares of common stock at an exercise
     price  of  $0.57  per  share,  which  expire in October 2002. Also includes
     options  to  purchase 75,000 shares of common stock at an exercise price of
     $0.25  per  share  under  the  Stock Incentive Plan, which expire in August
     2004. Also includes options to purchase 75,000 shares of common stock at an
     exercise  price  of  $0.25  per share under the Stock Incentive Plan, which
     expire  in  December 2005. Also includes warrants to purchase 35,235 shares
     of  common  stock  at  $1.00  per  share,  which  expire  in February 2002.
(5)  Includes  options to purchase 176,175 shares of common stock at an exercise
     price  of  $0.57  per  share,  which  expire in October 2002. Also includes
     options  to  purchase 75,000 shares of common stock at an exercise price of
     $0.25  per  share  under  the  Stock Incentive Plan, which expire in August
     2004.  Also  includes options to purchase 150,000 shares of common stock at
     an  exercise price of $0.25 per share under the Stock Incentive Plan, which
     expire  in December 2005. Also includes 19,200 shares owned by Resource One
     Group,  Inc.,  which  is  wholly-owned  by  Mr.  Weingarten.
(6)  Naoya  Kinoshita  is  President  of  M.C.  Corporation. He has been granted
     options  to  purchase 75,000 shares of common stock at an exercise price of
     $0.275  per  share  under  the Stock Incentive Plan, which expire in August
     2004. Also includes options to purchase 75,000 shares of common stock at an
     exercise  price  of  $0.50  per  share  which  expire  in  December  2005.

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  1998, the Board of Directors approved the payment of $65,000 as a
finder's  fee  to  Donai Anderson, the wife of Donald A. Anderson. This finder's
fee  was  paid  for  services  rendered  to  the  Company  in connection with an
investment in the Company by Yeon Park. As of December 31, 1999 and 2000, of the
$65,000  fee,  $26,000 and $27,000 had been paid respectively and the balance of
$39,000  an  $38,000 respectively 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% non-accountable 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.


                                       23
<PAGE>
     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.

     On May 15, 2000, Bridgewater and the Company executed an agreement entitled
""  Settlement  Agreement and Mutual Release", whereby the Company agreed, among
other  things,  to:  (i) pay Bridgewater $16,667 on or before September 1, 2000;
(ii)  pay  Brigewater  $25,000  upon  successful  equity  financing  arranged by
Brigewater  of  at  least  $100,0l00;  and  (iii)  issue Bridgwater a warrant to
purchase  105,705  shares  of  the Company's common stock.  This warrant expires
October  1, 2002.  In consideration for this, Bridgewater agreed not to sell any
shares  of  the  Company's  common  stock  before January 1, 2001 as long as the
Company  was  in compliance with all the terms and conditions of this agreement.
The  Company  has  not  paid  the  $16,667  to  Bridgewater.


                                       24
<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,  2000.


                                       25
<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  INTERNATIONAL,  INC.
                                           ------------------------------
                                                    (Registrant)


Date:  April 15, 2001                      By:  /s/  Donald  A.  Anderson
                                                --------------------------------
                                                Donald  A.  Anderson
                                                President


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



Date:  April 15, 2001                      By:  /s/  Donald  A.  Anderson
                                                --------------------------------
                                                Donald  A.  Anderson
                                                President  and  Director


Date:  April 15, 2001                      By:  /s/  Robert  N.  Weingarten
                                                --------------------------------
                                                Robert  N.  Weingarten
                                                Chief  Financial  Officer  and
                                                Director


Date:  April 15, 2001                      By:  /s/  Frank  X.  McGarvey
                                                --------------------------------
                                                Frank  X.  McGarvey
                                                Director


Date:  April 15, 2001                      By:  /s/  Naoya  Kinoshita
                                                --------------------------------
                                                Naoya  Kinoshita
                                                Director


                                       26
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS


Independent  Auditors'  Report
     for  the  years  ended  December  31,  2000  and  1999                  F-1

Consolidated  Balance  Sheets
     at  December  31,  2000  and  1999                                      F-2

Consolidated  Statements  of  Operations
     for  the  years  ended  December  31,  2000  and  1999                  F-4

Consolidated  Statements  of  Shareholders'  Equity
     for  the  years  ended  December  31,  2000  and  1999                  F-5

Consolidated  Statements  of  Cash  Flows
     for  the  years  ended  December  31,  2000  and  1999                  F-6

Notes  to  Consolidated  Financial  Statements                               F-8


<PAGE>
                          INDEPENDENT AUDITORS' REPORT

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

We  have  audited  the  accompanying  consolidated  balance  sheets  of GolfGear
International,  Inc.  and subsidiaries as of December 31, 2000 and 1999, and the
related  consolidated  statements  of  operations, shareholders' equity and cash
flows  for  the  years  then  ended.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
GolfGear  International, Inc. and subsidiaries as of December 31, 2000 and 1999,
and  the  consolidated  results of their operations and cash flows for the years
then  ended,  in conformity with accounting principles generally accepted in the
United  States  of  America.

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


                                            GOOD  SWARTZ  BROWN  &  BERNS  LLP.

Los Angeles, California
April 10, 2001


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                                                 2000          1999
                                                             ------------  ------------
<S>                                                          <C>           <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                       $    39,754   $   793,262
  Accounts receivable, net of allowance
     for doubtful accounts of $123,000 in 2000
     and $40,000 in 1999                                         490,055       446,214
  Inventories                                                    955,976       452,272
  Prepaid expenses                                                64,817        20,610
                                                             ------------  ------------
        TOTAL CURRENT ASSETS                                   1,550,602     1,712,358
PROPERTY AND EQUIPMENT, net of accumulated
depreciation                                                     181,843       122,046
OTHER ASSETS
  Goodwill, net of accumulated amortization                      194,356             -
  Patents and trademarks, net of accumulated amortization        106,973       156,504
  Deposits and other                                              17,106        23,025
                                                             ------------  ------------
         TOTAL OTHER ASSETS                                      318,435       179,529
                                                             ------------  ------------
                                                             $ 2,050,880   $ 2,013,933
                                                             ============  ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Bank credit line payable                                  $    66,127   $    16,020
   Accounts payable and accrued expenses                       1,068,742       641,498
   Accrued product warranties                                     81,880        36,000
   Accrued interest                                                2,737        12,448
   Accrued officer's compensation                                    ---       124,000
   Notes payable to shareholders                                   9,655        35,434
   Notes payable, current portion                                 34,468        70,631
                                                             ------------  ------------
           TOTAL CURRENT LIABILITIES                           1,263,609       936,031
NON-CURRENT LIABILITIES
    Note payable, net of current portion                          50,000
                                                             ------------  ------------
           TOTAL LIABILITIES                                   1,313,609       936,031
                                                             ------------  ------------
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' EQUITY
   Preferred stock, $.001 par value;
      authorized - 10,000,000 shares:
      Series A Senior Convertible Stock:
      issued and outstanding - 233,228 shares
      in 2000 and 216,626 shares in 1999
      (stated value - $9.50 per share)                               233           217
   Common stock, $.001 par value; authorized-
      50,000,000 shares; issued and outstanding-
      15,273,598 shares in 2000 and 12,816,348
      shares in 1999                                              15,274        12,816
   Additional paid-in capital                                  8,728,436     7,981,695
   Accumulated deficit                                        (8,006,672)   (6,916,826)
                                                             ------------  ------------
       TOTAL SHAREHOLDERS' EQUITY                                737,271     1,077,902
                                                             ------------  ------------
                                                             $ 2,050,880   $ 2,013,933
                                                             ============  ============
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                               2000          1999
                                           ------------  ------------
<S>                                        <C>           <C>
SALES                                      $ 3,194,610   $ 2,302,407

COST OF GOODS SOLD                           1,689,194     1,379,855
                                           ------------  ------------
GROSS PROFIT                                 1,505,416       922,552
                                           ------------  ------------
EXPENSES
   Selling and marketing                       783,824       573,933
   Tour and pro contracts                      100,863       191,315
   Bad debt expense                            156,410       240,069
   General and administrative                1,303,278     1,177,268
   Depreciation and amortization               117,920        51,898
OTHER (INCOME) EXPENSES
   Interest expense                             13,349        55,701
   Interest income                              (7,972)       (6,633)
                                           ------------  ------------
    TOTAL EXPENSES                           2,467,672     2,283,551
                                           ------------  ------------
NET LOSS                                   $  (962,256)  $(1,360,999)
                                           ============  ============

NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS
   Net loss                                $  (962,256)  $(1,360,999)
   Less dividends on preferred stock          (127,590)      (22,215)
                                           ------------  ------------
 NET LOSS APPLICABLE TO COMMON
   SHAREHOLDERS                            $(1,089,846)  $(1,383,214)
                                           ============  ============
LOSS PER COMMON SHARE - BASIC AND DILUTED  $     (0.08)  $     (0,11)
                                           ============  ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                          13,081,765    12,573,152
                                           ============  ============
</TABLE>

     See  accompanying  Notes  to  Consolidated  Financial  Statements


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                      GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                     FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                     Preferred Stock        Common Stock
                                                     ----------------  ----------------------  Additional
                                                                                                Paid-in     Accumulated
                                                     Shares   Amount      Shares      Amount    Capital       Deficit      Total
                                                     -------  -------  ------------  --------  ----------  ------------- ----------
<S>                                                  <C>      <C>      <C>           <C>       <C>         <C>
BALANCE, December 31, 1998                                             $12,497,027   $12,497   $5,633,949 $(5,533,612 ) $  112,834
Issuance of common stock for services                                       33,500        33       22,352                   22,385
Issuance of common stock in private placements,
net                                                                         66,667        67       49,933                   50,000
Issuance of preferred stock in private placement,
net                                                  210,526      211                           1,785,241                1,785,452
Issuance of stock related to acquisition of Bel Air
operations                                             3,761        4      275,000       275      168,655                  168,934
Preferred stock dividend                               2,339        2                              22,213      (22,215)
Fair value of options and warrants issued to non-
employees                                                                                         299,296                  299,296
Adjust shares outstanding                                                  (55,846)      (56)          56
Net loss for the year                                                                                       (1,360,999) (1,360,999)
                                                     -------  -------  ------------  --------  ----------  ------------- ----------

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

Issuance of common stock for services                                    1,162,500     1,163      174,212                  175,375
Conversion of debt into common stock                                       929,750       930      185,870                  186,800
Issuance of stock related to acquisition of Bel Air
operations                                             3,170        3      165,000       165       62,532                   62,700
Issuance of stock related to acquisition of Leading
Edge operations                                                            200,000       200       37,300                   37,500
Preferred stock dividend                              13,432       13                             127,577     (127,590)
Fair value of options and warrants issued to non-
employees                                                                                         159,250                  159,250
Net loss for the year                                                                                         (962,256)   (962,256)
                                                     -------  -------  ------------  --------  ----------  ------------- ----------
BALANCE, December 31, 2000                           233,228  $   233   15,273,598   $15,274   $8,728,436 $ (8,006,672) $  737,271
                                                     =======  =======  ============  ========  ========== ============= ===========
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                    GOLFGEAR INTERNATIONAL, INC., AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                                2000         1999
                                                             ----------  ------------
<S>                                                          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                  $(962,256)  $(1,360,999)
   Adjustments to reconcile net loss
      to net cash used in operating activities:
         Depreciation and amortization                         117,920        51,898
         Provision for bad debts                               156,410       240,069
         Common stock issued for services                      157,375        22,385
         Loss on disposal of fixed assets                        7,439
         Fair value of options and  warrants
            issued to non-employees                             94,100       299,296
         Changes in operating assets and liabilities:
            (Increase) decrease in:
               Accounts receivable                            (200,251)     (406,042)
               Inventories                                    (503,704)      141,082
               Prepaid expenses                                (11,208)      (14,115)
               Deposits                                         11,419       (12,899)
            Increase (decrease) in
               Accounts payable and accrued expenses           446,744        37,372
               Accrued product warranties                       20,880        (7,904)
               Accrued interest                                 (9,711)          695
               Accrued officer's compensation                   43,300        59,000
                                                             ----------  ------------
               NET CASH USED IN
                 OPERATING ACTIVITIES
                                                              (631,543)     (950,162)
                                                             ----------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                         (110,130)      (40,101)
                                                             ----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Sales of equity securities in private
      placements, net                                        $      --   $ 1,835,452
    Decrease in notes payable to shareholders                  (25,779)      (36,963)
    Increase (decrease) in bank credit line                     50,107       (31,241)
    Proceeds from short-term borrowings                             --        50,000
    Repayments on short-term borrowings                        (36,163)      (65,494)
                                                             ----------  ------------
               NET CASH PROVIDED BY (USED IN)
                 FINANCING ACTIVITIES                          (11,835)    1,751,754
                                                             ----------  ------------
NET INCREASE (DECREASE) IN CASH                               (753,508)      761,491
CASH, BEGINNING OF PERIOD                                      793,262        31,771
                                                             ----------  ------------
CASH, END OF PERIOD                                          $  39,754   $   793,262
                                                             ==========  ============
CASH PAID FOR:
    Interest                                                 $  20,468   $    40,406
NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Conversion of liabilities into common stock              $ 186,800            --
    Issuance of preferred shares for payment of dividend     $ 127,590   $    22,215
    Common stock issued in acquisitions                      $ 100,200   $   168,934
    Conversion of accounts payable into notes payable                    $    69,922
    Common stock issued for future services                  $  18,000            --
    Liabilities assumed in acquisitions                      $  75,000            --
    Fair value of warrants issued in acquisitions            $  44,650            --
    Fair value of warrants issued for future services        $  20,500            --
</TABLE>

     See  accompanying  Notes  to  Consolidated  Financial  Statements


                                      F-5
<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

1.   GOING  CONCERN

     The consolidated financial statements as of and for the year ended December
     31,  2000  have  been prepared assuming that the Company will continue as a
     going  concern,  which  contemplates  the  realization  of  assets  and the
     satisfaction  of liabilities in the normal course of business. The carrying
     amounts  of  assets and liabilities presented in the consolidated financial
     statements do not purport to represent the realizable or settlement values.
     The  Company  has  suffered  recurring operating losses and had diminishing
     working  capital  liquidity  at  December  31,  2000.  As a result of these
     factors,  the  Company's  independent  certified  public  accountants  have
     expressed  substantial  doubt  about the Company's ability to continue as a
     going  concern.  The  Company believes that its efforts to reduce costs and
     operate  more efficiently will generate improved cash flows, although there
     can  be  no  assurance  that  such efforts will be successful. Furthermore,
     during early 2001 the Company experienced a significant drop in orders from
     its  key  retail  customers  who  provided  approximately  one-half  of the
     Company's  total  revenues  in  2000. The Company is attempting to increase
     revenues  through  various  means,  including  expanding brands and product
     offerings,  new  marketing  programs,  and  possibly  direct  marketing  to
     customers.  To  the  extent  that  the  Company  is  unable to replace such
     revenues on a timely basis, the Company's revenues in 2001 may experience a
     significant decline, and the Company's liquidity and ability to continue to
     conduct  operations  may  be  impaired.

     The Company will require additional capital to fund operating requirements,
     as  well  as to fund expansion plans and possible acquisitions, mergers and
     joint ventures. The Company is exploring various alternatives to raise this
     required  capital,  but there can be no assurances that the Company will be
     successful  in  this  regard.  To  the extent that the Company is unable to
     secure  the  capital  necessary  to  fund its future cash requirements on a
     timely  basis and/or under acceptable terms and conditions, the Company may
     have  to substantially reduce its operations to a level consistent with its
     available  working  capital  resources. The Company may also be required to
     consider  a  formal  or  informal  restructuring  or  reorganization.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

     Segment  and  Geographic Information - The Company operates in one business
     ------------------------------------
     segment. Sales are to customers in both the United States and the Far East.
     Sales  for  the  fiscal  year  ended  December 31, 1999 to customers in the
     United  States  and  the  Far  East  were  $1,800,805  (78.2%) and $501,602
     (21.8%), respectively. Sales for the fiscal year ended December 31, 2000 to
     customers in the United States and the Far East were $2,480,596 (77.6%) and
     $714,494  (22.4%),  respectively.

     Principles of Consolidation - The consolidated financial statements include
     ---------------------------
     the  accounts  of the Company and its wholly-owned subsidiaries, GGI, Inc.,
     GearFit Golf Company, Pacific Golf Holdings, Inc., Bel Air - Players Group,
     Inc.  and  Leading  Edge  Acquisition,  Inc.  All  significant intercompany
     transactions  and  balances  have  been  eliminated  in  consolidation.

     Use  of  Estimates  - The preparation of financial statements in conformity
     ------------------
     with  accounting  principles  generally  accepted  in  the United States of
     America  requires  management to make estimates and assumptions that affect
     the  reported  amounts  of assets and liabilities, disclosure of contingent
     assets  and  liabilities  at  the  date of the financial statements and the
     reported  amounts  of  revenues  and  expenses during the reporting period.
     Actual  results  could  differ  from  those  estimates.

     Inventories.  Inventories  are stated at lower of cost (average) or market.
     -----------

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
     ------------------------
     Depreciation  is  computed  on  the straight-line method over the estimated
     useful  lives of the assets which range from five to seven years.


                                      F-6
<PAGE>
                  GOLFGEAR INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     Leasehold  improvements  are amortized on the straight-line method over the
     term  of  the  lease or the useful life of the asset, whichever is shorter.

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

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

     Revenue  Recognition  -  Revenue is recognized when products are shipped to
     --------------------
     customers.  The  Company  generally  provides  a  lifetime warranty against
     defects.  The Company makes a provision for warranty costs in the period of
     sale.  The Company periodically reviews the adequacy of the accrued product
     warranties.

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

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

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

     In  accordance  with  SFAS  No.  123,  the  Company  has  provided footnote
     disclosure  with  respect to stock-based employee compensation. The cost of
     stock-based  employee  compensation  is measured at the grant date based on
     the value or the award and is recognized over the vesting period. The value
     of  the  stock-based  award  is  determined  using the Black-Scholes option
     pricing  model whereby compensation cost is the excess of the fair value of
     the  award  as  determined  by the pricing model at the grant date or other
     measurement  date  above  the  amount  an  employee must pay to acquire the
     stock.  The  resulting  amount  is  charged to expense on the straight-line
     basis  over  the  period  in  which the Company expects to receive benefit,
     which  is  generally  the  vesting period. Beginning in 1999, stock options
     issued  to  non-employee  directors  at fair market value are accounted for
     under  the  intrinsic  value  method.  Prior  to  1999,  such  options were
     accounted  for  as  an  expense  at  estimated  fair  market  value.

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

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

     Net  Loss Per Common Share - Basic earnings per share excludes the dilutive
     --------------------------
     effects  of  options and convertible securities, if any, and is computed by
     dividing net income (loss) available to common stockholders by the weighted
     average  number  of  common  shares  outstanding during the period. Diluted
     earnings  per  share  is  computed  assuming  the exercise or conversion of
     common  equivalent shares, if dilutive, consisting of unissued shares under
     stock  options,  warrants  and  debt  instruments.

     At  December  31, 2000 and 1999, potential dilutive securities representing
     4,371,792  shares  and 4,079,582 shares of common stock, respectively, were
     not included in the earnings per share calculation since their effect would
     be  anti-dilutive.  At  December  31,  2000,  potential dilutive securities
     consisted  of 2,622,788 outstanding stock options and 1,749,004 outstanding
     common  stock  purchase  warrants. At December 31. 1999, potential dilutive
     securities  consisted  of 1,979,903 outstanding stock options and 2,099,679
     outstanding  common stock purchase warrants. Basic and diluted earnings per
     share  are  the  same  for  all  periods  presented.


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

     Concentration  of  Credit  Risk - The Company maintains its accounts with a
     -------------------------------
     financial  institution  with a high credit rating. As of December 31, 1999,
     the  Company  had  an account in one bank with a balance of $746,685, which
     exceeded  the  Federally  insured  limit.

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

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

     Major  Customers - Three customers accounted for approximately 53% of total
     ----------------
     sales  in  2000.  Four  customers  accounted for approximately 68% of total
     sales  in  1999.

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

3.   ACQUISITIONS

     Bel  Air Golf Product Lines  - 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. The
     Bel  Air  Golf  Companies  were  acquired by new management in 1997 and had
     consolidated  unaudited  revenues  of approximately $2,000,000 for the year
     ended  December  31,  1998.  Players Golf offers a full line of junior golf
     clubs,  and  Bel  Air  Golf is known primarily for golf glove products that
     offer both value and quality. Bel Air Golf and Players Golf are operated as
     a  separate  division  of  GolfGear.

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

     Leading  Edge Product Lines - On August 30, 2000, the Company completed the
     ---------------------------
     acquisition  of  certain  assets  of  Leading Edge, LLC, which included the
     "Leading  Edge"  trade  name.  The  acquisition  consisted  primarily  of
     inventory,  trade  names,  trademarks  and other intangible assets. Leading
     Edge  is  a  manufacturer  of proprietary putters. Leading Edge putters are
     protected  by a United States design patent. Leading Edge is being operated
     as  a  separate  division  of  GolfGear.

     In  consideration  for  acquiring the business of Leading Edge, the Company
     issued  200,000 shares of its common stock and warrants to purchase 150,000
     shares  of  its common stock exercisable at $1.00 per share for a period of
     four  years  from  the closing date. The warrants were determined to have a
     fair  value  of  $18,000.

4.   INVENTORIES

     Inventories  consisted  of  the  following  at  December 31, 2000 and 1999.

                                               December 31,
                                            ------------------
                                              2000      1999
                                            --------  --------
     Components parts                       $571,615  $296,847
     Finished goods                          384,361   155,425
                                            --------  --------
                                            $955,976  $452,272
                                            ========  ========

5.   PROPERTY  AND  EQUIPMENT

     Property  and equipment consisted of the following at December 31, 2000 and
     1999:


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

                                       2000        1999
                                    ----------  ----------
     Machinery and equipment        $  24,115   $   5,850
     Office equipment                  16,025      12,909
     Computers and software            55,947      51,110
     Furniture and fixtures            84,263      40,295
     Automobile                        52,091      41,143
     Trade show booths                 58,536      57,499
     Tooling                          173,126     170,876
     Leasehold improvement             12,839       1,913
                                    ----------  ----------
                                      476,942     381,595
     Less accumulated depreciation   (295,099)   (259,549)
                                    ----------  ----------
                                    $ 181,843   $ 122,046
                                    ==========  ==========

6.   BANK  CREDIT  LINE  PAYABLE

     The  Company  had an unsecured $70,000 bank line of credit with Wells Fargo
     Bank.  The  line of credit matured in November 2000, and was renewed with a
     maturity  date of November 2001. Interest is payable monthly at the rate of
     prime  plus  3%  (12.50%  at  December 31, 2000). Outstanding borrowings at
     December 31, 2000 and 1999 were $66,127 and $16,020, respectively. The line
     is  personally  guaranteed  by  the Company's President and Chief Executive
     Officer.

7.   NOTES  PAYABLE

     The  Company  had notes payable to shareholders totaling $9,655 and $35,434
     as  of December 31, 2000 and 1999, respectively. The notes bear interest at
     10%  and  are  payable  on  demand.

     On  January  8, 1999, the Company borrowed $50,000 from a third-party at 9%
     interest, due on April 8, 1999. In connection therewith, the Company issued
     a  warrant  to  purchase 20,000 shares of common stock exercisable at $1.06
     per  share  through  January 8, 2004. This note was repaid in October 1999.

     On February 3, 1999, the Company borrowed $105,000 from a third party at 9%
     interest,  due  on  February  3,  2000.  The  loan  was  repaid  in  2000.

     During  1999,  amounts  due to two vendors were converted into non-interest
     bearing  notes  payable.  At  December  31,  2000  and  1999,  the balances
     outstanding  under  the  notes  totaled  $34,468 and $70,631, respectively.

8.   COMMITMENTS  AND  CONTINGENCIES

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

                         Year  Ending
                         December  31,
                         -------------
                              2001                $       76,703
                              2002                        76,732
                              2003                         8,732
                              2004                           422
                                                  --------------
                                                  $      162,589
                                                  ==============

     Rent  expense  under  operating leases included in the financial statements
     for  the  years  ended December 31, 2000 and 1999 were $69,333 and $43,115,
     respectively.


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

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

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

     Financial  Service Agreement - On September 5, 2000, the Company executed a
     ---------------------------
     service  agreement  with  Travis  Morgan  Securities, Inc. to engage Travis
     Morgan  as  a  financial  advisor to the Company, with respect to financial
     advisory,  corporate  finance  and  merger  and acquisition matters for the
     twelve  month  period  commencing September 1, 2000. In connection with the
     agreement, the Company issued warrants to Travis Morgan to purchase 390,000
     shares  of  common  stock  at an exercise price of $0.35 per share and were
     exercisable  for  a  five  year  period  commencing  September 5, 2000. The
     warrants  were  determined  to  have  a fair value of $85,800 and are being
     charged  to  operations  over  a  twelve  month  period.

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

9.   LICENSE  AGREEMENTS

     On  November  19, 1998, the Company entered into a licensing agreement with
     Wilson  Sporting  Goods  Company  to  also  use the Company's forged insert
     technology.  Under the terms of this non-exclusive agreement, Wilson agreed
     to  pay  royalties  on  annual  and  per  unit  basis.

     On  November  22, 1999, the Company entered into a licensing agreement with
     PowerBilt  Golf,  a  division  of  Hillerich  and  Bradsby  Co. The license
     agreement  grants  PowerBilt  Golf  the  non-exclusive  right  to  utilize
     GolfGear's patented insert technology in its product lines in all non-Asian
     countries  (except  for Korea, which is included in the license), including
     the  United  States.  The  license agreement is for an initial term of five
     years,  and  is renewable at PowerBilt's option for an additional five-year
     term.

     On  September  27,  1999  the Company entered into a Distribution Agreement
     with  M.C. Corporation (See Note 11). The agreement grants M.C. Corporation
     an  exclusive  distribution  right  for  all GolfGear products in Japan and
     Asia,  excluding  South  Korea.  The  initial term of the agreement is five
     years  and  it  is  renewable  thereafter.  The  agreement contains minimum
     performance  guarantees on the part of M.C. Corporation. The agreement also
     licenses to M.C. Corporation the right to use the GolfGear name on apparel,
     bags,  shoes  and other accessories for a six percent (6%) royalty based on
     the  price  that  the  distributor  pays  for  such  goods.

10.  RELATED  PARTY  TRANSACTIONS

     On  June  7,  1997, the Company entered into a Financial Services Agreement
     with  Bridgewater  Capital  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 unsuccessful 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% non-accountable 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 the Company, is an officer and shareholder of
     Bridgewater.  The  Company  also  paid  $6,900  to Bridgewater as a capital
     raising  free  during  the  year  ended  December  31,  1998.


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

     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.

     On May 15, 2000, Bridgewater and the Company executed an agreement entitled
     "A  Settlement  Agreement  and Mutual Release," whereby the Company agreed,
     among  other things, to: (i) pay Bridgewater $16,667 on or before September
     1,  2000;  (ii)  pay  Bridgewater  $25,000 upon successful equity financing
     arranged by Bridgewater of at least $100,000; and (iii) issue Bridgewater a
     warrant  to  purchase  105,705  shares  of the Company's common stock. This
     warrant  expires  October  1,  2002.  In consideration for this Bridgewater
     agreed  not to sell any shares of the Company's common stock before January
     1,  2001  as  long  as the Company was in compliance with all the terms and
     conditions  of  this  agreement.  The  Company  has not paid the $16,667 to
     Bridgewater.

     In March 1998, the Company recorded a liability of $65,000 to the spouse of
     the Company's President and major shareholder as a finders fee with respect
     to  a $650,000 equity investment in the Company during 1998. As of December
     31,  2000,  the  balance  remaining  of  the  $65,000 obligation was $9,655
     ($35,434  at  December  31,  1999)  and  is  included  in  notes payable to
     shareholders  in  the  accompanying  financial  statements.

11.  INCOME  TAXES

     As  of  December 31, 2000, the Company has federal net operating loss carry
     forwards  of  approximately  $5,600,000, which can be used to offset future
     taxable income. The utilization of such carryforwards may be limited by the
     Internal  Revenue  Code  due  to the change in ownership of the Company. No
     deferred  asset  benefit  for these operating losses has been recognized in
     the  financial statements due to the uncertainty as to the realizability of
     these  in  the  future  periods.

12.  SHAREHOLDERS'  EQUITY

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

     The 210,526 shares of preferred stock are convertible into 2,105,260 shares
     of  the  Company's  common  stock equal to 14.3% of the then post-converted
     outstanding  common  stock  of the Company. The preferred stock votes on an
     "as  if  converted"  basis  and  may be converted in whole or in part for a
     period  of  two  years  after  which  it automatically converts into common
     stock.  A  6%  annual  dividend  is payable quarterly in cash or additional
     shares  of  preferred  stock  at the option of the Company. During 2000 and
     1999,  dividends  on  preferred stock in the amount of $127,590 and $22,215
     were  paid  in  the form of 13,432 and 2,339 additional shares of preferred
     stock,  respectively.

     Anti-dilution  provisions permit the buyer to purchase additional preferred
     stock  so  as  to maintain it 14.3% interest in the Company for a period of
     five  years.  Furthermore,  additional  preferred shares are required to be
     issued  for  no  additional  consideration in order to maintain the buyer's
     14.3%  interest  in  the  Company  as  a  result of the Bel Air acquisition
     described  in  Note 2 above. Pursuant to the anti-dilution clause, on April
     11, 2000 and November 29, 1999, 3,170 shares of preferred stock were issued
     as  a  result  of  the  Bel  Air  acquisition.

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

     The  Company  also  executed  a  Distribution  Agreement with the purchaser
     granting  the  purchaser  an  exclusive  right  to distribute the Company's
     products in Japan for an initial period of five years. Due to the valuation
     place  upon the preferred stock sold, no accounting value was attributed to
     the  Distribution  Agreement.

     Common  Stock  -  On  June  16, 1999, the Company sold 66,667 shares of its
     -------------
     common stock to an investor for $50,000 pursuant to an agreement to sell up
     to  500,000 shares to that same investor. On August 31. 1999. the agreement
     expired  with  no  further  sales  being  made.

     During  2000,  accounts  payable  in  the  aggregate amount of $19,500 were
     converted  into  90,000 shares of the Company's common stock. Additionally,
     wages  accrued  to  the  Company's President in the amount of $167,300 were
     converted  into  839,750  shares  of  the  Company's  common  stock.


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

     During  2000  and  1999,  the  Company  issued  1,162,500  shares valued at
     $175,375  and  33,500  shares valued at $22,385, respectively, for services
     rendered.

     Warrants  -  During  2000  and 1999, warrants to purchase 640,000 shares of
     --------
     common  stock,  and  59,000 shares of common stock, respectively, at prices
     ranging  from  $0.50  to  $2.00  per share were issued to non-employees for
     services  rendered.

     During  1999,  warrants  to purchase 20,000 shares of common stock at $1.06
     per  share  were  issued  as  loan  fees.

     Information  regarding  the  Company's  warrants  is  as  follows:

<TABLE>
<CAPTION>
                              Weighted
                   Shares      Average    Weighted     Aggregate
                 Underlying   Exercise     Average     Exercise
                  Warrants      Price    Fair Value      Price
                 -----------  ---------  -----------  -----------
<S>              <C>          <C>        <C>          <C>
BALANCE
   DECEMBER 31,
1998              1,685,604   $    0.68  $      1.02  $1,145,060
Granted             534,075        0.95         0.63     505,121
Canceled           (100,000)       2.00         0.76    (200,000)
Exercised               ---         ---          ---         ---
                 -----------  ---------  -----------  -----------
BALANCE
   DECEMBER 31,
1999              2,119,679        0.68         0.93   1,450,181
Granted           1,207,500        0.70         0.13     842,750
Canceled         (1,578,175)       0.52         0.53    (827,681)
Exercised               ---         ---          ---         ---
                 -----------  ---------  -----------  -----------
BALANCE
  DECEMBER 31,
2000              1,749,004   $    0.84  $      0.74  $1,465,250
                 ===========  =========  ===========  ===========
</TABLE>


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

     The  following  table summarizes the information about warrants outstanding
     at  December  31,  2000:

<TABLE>
<CAPTION>
                               Shares    Weighted Average
                             Underlying     Remaining
            Exercise Price    Warrants   Contractual Life
            ---------------  ----------  ----------------
<S>                          <C>         <C>
           $ 0.28               140,940          .9 years
           $ 0.35               390,000         4.8 years
           $ 0.50               259,000         4.9 years
           $ 0.62                84,564         1.2 years
           $ 1.00               610,000           3 years
           $ 1.06                20,000           3 years
           $ 1.50                27,500         2.4 years
           $ 2.00               217,000          .2 years
                             ----------
                              1,749,004
                             ==========
</TABLE>

     The  Company  accounted for warrants granted to non-employees in accordance
     with  SFAS  No.  123  which  requires  non-cash  compensation  expense  be
     recognized  over  the expected period of benefit. During 2000 and 1999, the
     Company recognized non-cash compensation expense of $29,899 and $53,770 for
     warrants  to  purchase  shares  of  the  Company's  common  stock.

     During  2000,  warrants  to  purchase  640,000  shares of common stock were
     issued  for  services  and  warrants  for  567,500  shares  were  issued in
     connection  with  acquisitions.  During  1999,  warrants to purchase 70,000
     shares of common stock were issued for services, warrants to purchase 9,000
     shares  were  issued as additional interest and warrants for 455,075 shares
     were  issued  in  connection  with  the  sales  of  common  stock.

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

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

     The  exercise  price per share of incentive stock options granted under the
     Plan must be at least equal to the fair market value of the common stock on
     the  date  of  the  grant.  With respect to any participant who owns shares
     representing  more  than  10%  of  the  voting  power of all classes of the
     Company's outstanding capital stock, the exercise price of any incentive or
     non-statutory  stock  options  must  be  equal to at least 110% of the fair
     market value of the grant date, and the maximum term of the option must not
     exceed  five  years.  Upon  a merger of the Company, the option outstanding
     under  the  Plan  will  terminate  unless  assumed  or  substituted  by the
     successor corporation. As of December 31, 2000, 2,622,789 options have been
     granted  under the Plan, including 752,350 options granted to the Company's
     President as follows: 352,350 during 1997 that are exercisable at $0.62 and
     expire  in October 2002, 150,000 during 1999 that are exercisable at $0.275
     and  expire  in August 2001 and 250,000 during 2000 that are exercisable at
     $0.275  and  expire  in  December  2005.


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

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

<TABLE>
<CAPTION>
                                   Weighted
                        Shares      Average    Weighted     Aggregate
                      Underlying   Exercise     Average     Exercise
                        Options      Price    Fair Value      Price
                      -----------  ---------  -----------  -----------
<S>                   <C>          <C>        <C>          <C>
BALANCE
   DECEMBER 31, 1998   1,359,904        1.18         0.78   1,598,751
Granted                  620,000        0.32         0.14     195,625
Canceled                     ---         ---          ---         ---
Exercised                    ---         ---          ---         ---
                      -----------  ---------  -----------  -----------
BALANCE
   DECEMBER 31, 1999   1,979,904        0.91         0.58   1,794,376
Granted                1,380,000        0.91         0.10   1,261,250
Canceled                (737,115)       1.63         1.04  (1,202,500)
Exercised                    ---         ---          ---         ---
                      -----------  ---------  -----------  -----------
BALANCE
   DECEMBER 31, 2000   2,622,789   $    0.71  $      0.20   1,853,126
                      ===========  =========  ===========  ===========
</TABLE>

     The  following  table  summarizes  the  information  about  stock  options
     outstanding  at  December  31,  2000:

                   Shares    Weighted Average
                 Underlying     Remaining
Exercise Price    Options    Contractual Life
---------------  ----------  ----------------
$ 0.25               225,000         .7 years
$ 0.275              225,000         .7 years
$ 0.50             1,055,000          5 years
$ 0.55               325,000          5 years
$ 0.57               387,585        1.7 years
$ 0.62               352,350        1.7 years
$ 0.64                52,854         .7 years
                   ----------
                    2,622,789
                   ==========

     The  Company accounted for stock options granted to employees, officers and
     directors  under  APB  Opinion  No.  25.  "Accounting  for  Stock Issued to
     Employees,"  under  which no compensation cost has been recognized. Options
     granted to non-employee directors are accounted for in accordance with SFAS
     No.  123.  Had  the compensation cost for the options been determined based
     upon  the  fair  value  at  the  grant date consistent with the methodology
     prescribed under SFAS No. 123, the Company's net loss and basic and diluted
     loss  per  share in 2000 would have been increased by approximately $82,500
     and  $0.006  per  share,  respectively  ($61,500  and  $0.005  per  share,
     respectively,  in  1999).

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

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


                                      F-15
<PAGE>
<TABLE>
<CAPTION>
                                   INDEX TO EXHIBITS



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

3.1    Articles of Incorporation(1)
3.2    Certificate of Amendment of Articles of Incorporation(1)
3.3    Certificate of Amendment of Articles of Incorporation(1)
3.4    Articles of Merger(1)
3.5    Bylaws(1)
4.3    Binding Subscription Agreement for Purchase of Equity Securities (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)
10.6   License Agreement (Wilson Sporting Goods Company)(1)
10.10  Employment Agreement (Donald A. Anderson)(1)(C)
10.11  GolfGear International, Inc. 1997 Stock Incentive Plan(1)(C)
10.12  License Agreement (PowerBilt Golf)(1)
10.13  Property Lease Agreement(2)
10.14  Amended and Restated Agreement for Sale and Purchase of Assets between Bel Air
       Golf Company and GolfGear International, Inc.(2)
10.15  Agreement for Sale and Purchase of Assets - Leading Edge(3)
10.16  Personal Services Agreement - Peter Alliss(3)
21     Subsidiaries of the Registrant(1)
99.1   Patents(1)
99.2   Trademarks(1)
</TABLE>

     -----------------------------

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


                                       27
<PAGE>