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

                                   FORM 10-Q/A
                                (Amendment No.1)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the quarterly period ended MARCH 31, 2003

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                          Commission File No.: 0-27878

                           NORTHGATE INNOVATIONS, INC.
             (Exact Name of Registrant as Specified in its charter)

                Delaware                                 13-3779546
      (State or other jurisdiction                      (IRS Employer
    of incorporation or organization)                Identification No.)

              801 Sentous Street, City of Industry, California 91748
               (Address of principal executive offices)(Zip code)

       Registrant's telephone number, including area code: (626) 923-6000

Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

Indicate by check whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of each of the issuer's classes of publicly
traded common equity; as of September 24, 2003 was 14,694,084 shares of Common
Stock.

<PAGE>

                           NORTHGATE INNOVATIONS, INC.
                              INDEX TO FORM 10-Q/A

                                                                           Page
EXPLANATORY NOTE

PART I - FINANCIAL

INFORMATION

Item 1  Financial Statements

Consolidated Balance Sheets................................................. 3

Consolidated Statements of Operations....................................... 4

Consolidated Statements of Stockholders' Equity ............................ 5

Consolidated Statements of Cash Flows....................................... 6

Condensed Notes to Consolidated Financial Statements........................ 7

Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................................13

PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K..................................20

SIGNATURE...................................................................20

<PAGE>

                              EXPLANATORY STATEMENT

This Amendment No. 1 to the Quarterly report on Form 10-Q ("Amendment No. 1")
for Northgate Innovations, Inc. ("Northgate" or the "Company") for the quarter
ended March 31, 2003, is being filed to amend and restate the items described
below contained in the Company's Quarterly Report on Form 10-Q originally filed
with the Securities and Exchange Commission ("SEC") on May 19, 2003.

This Amendment No. 1 makes changes to Item 1, Financial statements, Item 2,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and Item 6, Exhibits and Reports on Form 8-K, for the following
purposes:

o    To amend the Company's Consolidated Financial Statements as of March 31,
     2003 in conjunction with the previous restatement of 10-K/A to reflect
     changes on balance sheet items, reclassification of operating expenses and
     cost of goods sold, and to adjust the amount of tax assets at March 31,
     2003(see Note 5 to the Consolidated Financial Statements); and

o    To amend Item 2, Management's Discussion and Analysis of Financial
     Condition and Results of Operations, to take into account the changes.

In order to preserve the nature and character of the disclosures set forth in
such Items as originally filed, this Amendment No. 1 continues to speak as of
the date of the original filing of the Quarterly Report on Form 10-Q on May 19,
2003, and the Company has not updated the disclosures in this report to speak as
of a later date.

In connection with the restatement of 10-K/A for fiscal year ended December 31,
2002, management believes that the corresponding effects on balance sheet items
and reclassification between operating expenses and cost of goods sold for the
three months ended March 31, 2003 should be amended from the original 10-Q filed
on May 19, 2003. In addition, management reviewed certain tax assets reflected
in the financial statements at March 31, 2003 and determined that certain of
those assets may expire before the Company can utilize those assets and as a
result the Company recorded a valuation allowance for such tax assets as of
March 31, 2003.


<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS
                                     NORTHGATE INNOVATIONS, INC.
                                     CONSOLIDATED BALANCE SHEETS
                                   (in thousands, except par value)

<TABLE>
<CAPTION>
                                                                      MARCH 31,     DECEMBER 31,
                                                                        2003           2002
                                                                    (As restated
                                                                     see Note 5)
                                                                     -----------     ---------
                                                                      (Unaudited)
<S>                                                                   <C>            <C>
                                     ASSETS
Current Assets:
Cash and cash equivalents                                             $    653       $  1,837
Certificates of deposit - restricted                                     1,016          1,016
Marketable securities                                                      506            490
Accounts receivable, net of allowance for doubtful accounts
  of $280 in 2003 and 2002, respectively                                10,495          2,898
Inventories, net                                                         5,684          3,178
Prepaid expenses and other current assets                                  597            560
                                                                      --------       --------
              Total current assets                                      18,951          9,979
Equipment, net                                                             850            900
Goodwill                                                                 3,886          3,886
Other assets                                                                76             76
                                                                      --------       --------
                                                                      $ 23,763       $ 14,841
                                                                      ========       ========

                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable                                                      $ 12,963       $  5,030
Accrued expenses                                                           456            440
Accrued royalties                                                        1,418          1,427
Convertible notes payable                                                  100            100
Advances from stockholder                                                  210            210
Line of credit                                                           1,994             --
ESOP interest payable                                                      847            746
                                                                      --------       --------
              Total current liabilities                                 17,988          7,953
Notes payable                                                            1,300          1,300
Guarantee of ESOP loan payable                                           6,750          6,750
                                                                      --------       --------
              Total liabilities                                         26,038         16,003
                                                                      --------       --------
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock, $0.01 par value; 5,000 shares authorized, 1,350
  shares issued and outstanding, liquidation preference of $1,350           14             14
Common stock, $0.03 par value; 50,000 shares authorized,
  14,694 shares issued and outstanding                                     441            441
Additional paid in capital                                               3,764          3,764
Accumulated other comprehensive gain (loss)                                  9             (7)
Retained earnings                                                           60          1,189
                                                                      --------       --------
                                                                         4,288          5,401
Less: Unearned ESOP shares                                              (6,563)        (6,563)
                                                                      --------       --------
                 Total stockholders' equity (deficit)                   (2,275)        (1,162)
                                                                      --------       --------
                                                                      $ 23,763       $ 14,841
                                                                      ========       ========
</TABLE>


                                        3
<PAGE>

                           NORTHGATE INNOVATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                        For the three months ended
                                                    MARCH 31, 2003    MARCH 31, 2002
                                                    (As restated
                                                     see Note 5)
                                                    --------------    --------------
<S>                                                    <C>               <C>
Net sales                                              $ 20,065          $ 19,432
Cost of sales                                            19,227            17,692
                                                       --------          --------
Gross profit                                                838             1,740
Selling, general and administrative expenses              1,879             2,145
                                                       --------          --------
Loss from operations                                     (1,041)             (405)
Other expenses (income):
Interest expense, net                                       133               102
Other expense (income)                                       34              (107)
                                                       --------          --------
        Total other expense (income)                        167                (5)
                                                       --------          --------
Loss before income taxes                                 (1,208)             (400)
Benefit for income taxes                                    (79)             (160)
                                                       --------          --------
Net loss                                               ($ 1,129)         ($   240)
                                                       ========          ========
Basic and diluted loss per share                       ($  0.08)         ($  0.02)
                                                       ========          ========
Weighted average shares of common stock outstanding:
         Basic                                           14,694            10,666
                                                       ========          ========
         Diluted                                         14,694            10,666
                                                       ========          ========
</TABLE>


                                        4
<PAGE>

                           NORTHGATE INNOVATIONS, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                             AND COMPREHENSIVE LOSS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                                 TOTAL
                                                                                ACCUMULATED                      STOCK-
                                                                    ADDITIONAL     OTHER     UNEARNED            HOLDERS'  COMPRE-
                               PREFERRED STOCK      COMMON STOCK     PAID-IN   COMPREHENSIVE   ESOP    RETAINED  EQUITY    HENSIVE
                               SHARES    AMOUNT   SHARES    AMOUNT   CAPITAL    LOSS (GAIN)   SHARES   EARNINGS  (DEFICIT) (LOSS)
                              --------  -------- --------  --------  --------    ---------   --------  --------  --------  --------
<S>                             <C>     <C>       <C>      <C>       <C>         <C>         <C>       <C>       <C>       <C>
Balance at January 1, 2003       1,350   $    14   14,694   $   441   $ 3,764     $    (7)    $(6,563)  $ 1,189   $(1,162)
Net change in unrealized gain
 on marketable securities                                                              16                              16   $    16
Net loss (as restated -
 see Note 5)                                                                                             (1,129)   (1,129)   (1,129)
                              --------  -------- --------  --------  --------    --------    --------  --------  --------  --------
Balance at March 31, 2003        1,350   $    14   14,694   $   441   $ 3,764     $     9     $(6,563)  $    60   $(2,275)  $(1,113)
                              ========  ======== ========  ========  ========    ========    ========  ========  ========  ========
</TABLE>

         See accompanying notes to the consolidated financial statements


                                        5
<PAGE>

                           NORTHGATE INNOVATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                                   For the three months ended
                                                            MARCH 31,
                                                         2003       2002
                                                    (As restated
                                                     see Note 5)
                                                       -------    -------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
   Net loss                                            $(1,129)   $  (240)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization                            67         41
   Stock issued for services                                --         10
   Changes in operating assets and liabilities, net
   of Mcglen acquisition:
   Accounts receivable                                  (7,597)     6,540
   Inventories                                          (2,506)       349
   Prepaid expenses and other current assets               (37)        23
   Due from Mcglen                                          --       (307)
   ESOP interest payable                                   101        119
   Accounts payable                                      7,933     (3,913)
   Accrued expenses                                         16       (966)
   Accrued royalties                                        (9)    (1,695)
   Income taxes payable                                     --       (511)
   Other assets                                             --         (8)
                                                       -------    -------
   Total adjustments                                    (2,032)      (318)
                                                       -------    -------
Net cash used in operating activities                   (3,161)      (558)
                                                       -------    -------
Cash flows from investing activities:
         Purchases of equipment                            (17)      (104)
         Purchases of marketable securities                 --     (1,094)
         Proceeds from sale of marketable securities        --        946
         Certificates of deposit                            --     (1,002)
         Investments                                        --       (200)
         Cash acquired in Mcglen purchase                   --        108
                                                       -------    -------
Net cash used in investing activities                      (17)    (1,346)
                                                       -------    -------
Cash flows provided by financing activities:
         Borrowings on line of credit, net               1,994         --
                                                       -------    -------
Net cash provided by financing activities                1,994         --
                                                       -------    -------
Net decrease in cash and cash equivalents               (1,184)    (1,904)
   Cash and cash equivalents beginning of period         1,837      7,178
                                                       -------    -------
   Cash and cash equivalents end of period             $   653    $ 5,274
                                                       =======    =======

The Company paid $1 and $137 for interest and $0 and $0 for taxes, during the
three months ended March 31, 2003 and 2002, respectively. See Note 3 for
non-cash investing activities in 2002.

         See accompanying notes to the consolidated financial statements


                                       6
<PAGE>

NORTHGATE INNOVATIONS, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The consolidated interim financial statements include the accounts of Northgate
Innovations, Inc. (a Delaware corporation) (formerly Mcglen Internet Group, Inc.
"Mcglen") and its wholly owned subsidiaries ("Northgate" or the "Company") and
have been prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such regulations. These financial statements should be read in
conjunction with the audited financial statements and the notes thereto included
in the Company's Annual Report on Form 10-K/A for the year ended December 31,
2002.

In the opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the Company at
March 31, 2003 and 2002, and the results of operations and cash flows for the
three months ended March 31, 2003 and 2002. The results of operations for the
interim periods are not necessarily indicative of the results of operations for
the full year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Company

The Company is a developer, manufacturer and distributor of innovative PCs,
peripherals, software, and over 30,000 computer products. The Company
specializes in selling its computers through television shopping networks, mail
order catalog companies and large electronic chain stores as well as targeting
specific business-to-business and business-to-consumer markets through the
Internet. Our operations division, which includes a call center, sourcing,
warehousing, fulfillment, accounting, business development and information
technology, supports order processing, logistics, customer service, financial
transactions and core technology for our business divisions located in the City
of Industry, California. Our business divisions include sales, marketing,
content management, product management and service management teams focused on
building unique customer experiences for each business division.

Inventories

Northgate accounts for inventory under the average cost method. Inventory costs
include raw materials, labor and overhead. Inventory is carried at lower of cost
or market realization. The following are the major classes of inventory as of
March 31, 2003 and December 31, 2002:

                                    March 31,    December 31,
                                      2003          2002
                                  (unaudited)
                                  (as restated -
                                   see Note 5)
                                    -------        -------
Raw materials                       $ 5,665        $ 2,757
WIP and finished goods                  496            614
                                    -------        -------
                                      6,156          3,371
Obsolescence and lower of cost or
  market reserves                      (477)          (193)
                                    -------        -------
                                    $ 5,684        $ 3,178
                                    =======        =======

                                       7
<PAGE>

The Company from time to time also maintains at its facilities consigned
inventory that remains the property of the vendors supplying the inventory
("consigned inventory") until such time as the Company elects to use the
inventory. At the time that the Company elects to use the consigned inventory,
the cost of such inventory is reflected in the Company's accounts and a
corresponding account payable to the vendor is recorded.


Risks and Uncertainties

The Company is subject to risks and uncertainties common to growing companies
engaged in the distribution and manufacture of computers and related products.
The computer industry is a highly competitive environment with a rapidly
changing technology and a high rate of business failures.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the normal
course of business. The Company has experienced significant losses from
operations during the last two fiscal quarters, has limited working capital as
of March 31, 2003 and has a credit agreement only through November 2003 (see
Note 4). The Company expects to continue to increase its revenues and cash flows
from its operations during the rest of the year ended December 31, 2003. If the
cash flows from operations are insufficient to fund the operations through
December 31, 2003, the Company will seek additional funds from securing
additional debt or equity financing. There are no assurances, however, that the
Company will generate sufficient cash flows from operations or complete any
financing transactions or, even if such transactions are completed, have
sufficient funds to execute its intended business plan over an extended period
of time. The accompanying financial statements do not include any adjustments
that might be necessary should the Company be unable to continue as a going
concern.


                                       8
<PAGE>

Stock-Based Compensation

Northgate has adopted SFAS No. 123, "Accounting for Stock-Based Compensation."
SFAS No. 123 requires disclosure of the compensation cost for stock-based
incentives granted after January 1, 1995 based on the fair value at grant date
for awards. The Company currently has one stock-based employee compensation
plan. The Company accounts for those plans under the recognition and measurement
principles of APB 25, and related interpretations. No stock-based employee
compensation cost is reflected in the statement of operations, as all options
granted under those plans had exercise prices equal to the market value of the
underlying common stock on the date of grant. The following table illustrates
the effect on net income and earnings per share if the Company had applied the
fair value recognition provisions SFAS 123, to stock-based employee
compensation.

                      IN THOUSANDS, EXCEPT PER SHARE DATA
                      FOR THE THREE MONTHS ENDED MARCH 31,

                                                    2003         2002
                                               (as restated -
                                                see Note 5)
                                                  -------      -------
Net loss as reported                              $(1,129)     $  (240)
Deduct:
  Total stock-based employee compensation
   expense under fair value based method
   for all awards, net of related tax
   effects                                            (10)          --
                                                  -------      -------
Pro forma net income (loss)                       $(1,139)     $  (240)
                                                  =======      =======
Basic and diluted EPS as reported                 $ (0.08)     $ (0.02)
Basic and diluted EPS pro forma                   $ (0.08)     $ (0.02)

Concentration of Risk

The Company purchases a substantial percentage of its products from a single
provider. Purchases from this vendor accounted for 13% of our aggregate
merchandise purchases for the three months ended March 31, 2003. There was no
such concentration during the three months ended March 31, 2002. The Company has
no long-term contracts or arrangements with its vendors that guarantee the
availability of merchandise.

Historically, Northgate has relied upon sales to a few customers and during the
first quarter of 2003, more than 25% of Northgate's revenues were from one
customer. This customer had an accounts receivable balance of more than $5.1
million at March 31, 2003. During the first quarter of 2002, more than 50% of
the Company's revenues were from one customer.

Indemnities and Guarantees

During the normal course of business, the Company has made certain indemnities
and guarantees under which it may be required to make payments in relation to
certain transactions. These indemnities include certain agreements with the
Company's officers, under which the Company may be required to indemnify such
persons for liabilities arising out of their employment relationship. The
duration of these indemnities and guarantees varies and, in certain cases, is
indefinite. The majority of these indemnities and guarantees do not provide for
any limitation of the maximum potential future payments the Company could be
obligated to make. Historically, the Company has not been obligated to make
significant payments for these obligations and no liabilities have been recorded
for these indemnities and guarantees in the accompanying consolidated balance
sheets.

                                       9
<PAGE>

Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. It is to be implemented by reporting the cumulative effect of a change
in an accounting principal for financial instruments created before the issuance
date of the Statement and still existing at the beginning of the interim period
of adoption. Restatement is not permitted. The Company does not expect the
adoption of SFAS 150 to have a material impact upon our financial position, cash
flows or results of operations.

Reclassifications

Certain reclassifications have been made to the December 31, 2002 balance sheet
and the three month statement of operations ended March 31, 2002 to conform with
the March 31, 2003 presentation. These reclassifications had no effect on
previously reported results of operations.

3.  MERGER

On October 11, 2000, Northgate entered into a definitive merger agreement and
plan of merger with Lan Plus Corporation ("Lan Plus"). The amended and restated
merger agreement was subsequently amended several times, ending on March 14,
2002. Upon the close of the merger on March 20, 2002, Lan Plus shareholders
received approximately 3.128 shares of Northgate common stock for each Lan Plus
share they owned, totaling 9,854,000 shares, and owned approximately seventy-
five percent (75%), on a fully diluted basis, of the outstanding stock of
Northgate (after taking into account a 10:1 reverse split that took place
immediately prior to the close of the merger). Pursuant to the merger agreement,
upon close of merger, the Company's accounts payable to, and advances from Lan
Plus, in the amount of approximately $2.3 million was converted to common stock
eliminating the debt; the stock was then retired to Treasury and cancelled.

Although Lan Plus was merged into a subsidiary of Northgate, the merger was
accounted for as a reverse acquisition since Lan Plus shareholders controlled
the combined entity after the merger. As a result, for financial accounting
purposes, the merger is treated as a purchase of Northgate by Lan Plus.
Therefore, the historical financial statements of Lan Plus are presented for
comparison purposes for all periods presented.


                                       10
<PAGE>

After the 10:1 reverse stock split, Mcglen shareholders held 4,830,000 shares of
Northgate's $0.03 par value common stock. For accounting purposes, the shares
retained by Mcglen in the merger were valued on Lan Plus' books as an issuance
of new shares at $0.788 per share (after the 10:1 reverse stock split and based
on the weighted average closing price of the shares just prior to and after the
merger date), totaling $3,806,000. In addition, Lan Plus assumed previously
issued options and warrants resulting in additional fair value of $34,000.

The following represents the estimated fair value of net assets acquired by Lan
Plus in the reverse acquisition at March 14, 2002 (in thousands):

Cash                                    $   108
Other current assets                        539
Fixed assets                                 95
Deferred income taxes                     1,400
Intangibles                               3,886
Accounts payable and accrued expenses      (846)
Inter-company payables                   (1,152)
Notes payable                              (190)
                                        -------
                                        $ 3,840
                                        =======

Deferred income taxes represent the Company's estimate at the time of the merger
of Mcglen's net operating loss carryforwards ("NOLs") that were expected to be
used to offset Northgate's estimated future taxable income, after considering
limitations imposed on NOLs upon a change in control. As a result of the losses
generated subsequent to the merger, the Company has recorded a valuation
allowance equal to the entire deferred tax asset balance.

Intangibles represent the excess of the purchase price of Mcglen over the
estimated fair value of the tangible assets acquired. The Company has not yet
determined if any specifically identifiable intangibles should be recorded
related to this purchase in accordance with Statement of Financial Accounting
Standards (SFAS) No. 141. Any unidentified intangibles will be reflected as
non-amortizable goodwill and will be evaluated periodically for recoverability
in accordance with SFAS No. 142. For the three months ended March 31, 2003 and
2002, the Company recorded no intangible amortization.

On a pro forma basis, the statement of operations for the three months ended
March 31, 2002 would have been as follows if the acquisition had occurred on
January 1, 2002:

         (in thousands, except per share data)                  MARCH 31, 2002
                                                                --------------
         Net sales                                                     $23,832
         Gross profit                                                    2,230
         Loss before taxes                                                (406)
         Net loss                                                        ($244)
         Net loss per share                                             ($0.02)


                                       11
<PAGE>

4. LINE OF CREDIT

At March 31, 2003, the Company had a $2,500,000 line of credit with a bank. The
line of credit provides for borrowings secured by substantially all of the
Company's assets and is guaranteed by the Company's majority shareholder.
Borrowings under the line are advanced based upon 70% of eligible accounts
receivable, as defined, less any letters of credit issued on the Company's
behalf, and a $200,000 holdback for potential chargebacks on credit cards
processed. The line of credit expires on September 30, 2003. Advances under the
line bear interest at the bank's prime rate (4.25%) plus 0.5% (a total of 4.75%
at March 31, 2003). The line contains certain covenants (as defined) that
required the Company to maintain profitability in the third and fourth quarter
of 2002, a minimum of $4.25 million tangible net worth (as defined), a Current
Ratio of at least 1.2:1, Working Capital of at least $2.5 million, and limits
the capital expenditures the Company can make in any one year to $750,000. As of
March 31, 2003, the Company is not in compliance with the terms of certain of
these covenants.  On September 19, 2003, the Company modified its line of credit
agreement. As part of this modification, the bank agreed to waive all events of
defaults and extended the due date of this line of credit to November 30, 2003,
but also notified the Company that they would not extend the line of credit
further past that date. The Company is therefore seeking a new line of credit
facility prior to that date.

5. RESTATEMENT OF HISTORICAL FINANCIAL STATEMENTS

In July 2003, management of the Company became aware of certain differences that
existed between the Company's detailed records, and the amount of liabilities
reported in the Company's financial statements for the year ended December 31,
2002. The Board of Directors authorized the Company's management to conduct an
investigation of these differences. Based on the results of management's
investigation, the Company concluded that the balance of accounts payable as of
December 31, 2002 was understated as a result of an incorrect adjustment for
consigned inventory. The result of the removal of these accounts payable
decreased the cost of goods sold and thereby mistakenly increased the Company's
net income for the year ended December 31, 2002 and for the fourth quarter of
2002. The correction of this error increased accounts payable and cost of sales
for the fourth quarter of 2002, and generated a corresponding increase in the
Company's net loss. Due to the increased loss as a result of the findings of
this investigation, the Company concluded that certain deferred tax assets
resulting from its merger with Lan Plus, Inc. during the fiscal year ended
December 31, 2002 will likely expire before they can be utilized, and therefore
recorded a valuation allowance for all such deferred tax assets as of December
31, 2002.

Accordingly during the quarter ended March 31, 2003, the Company has
recorded a benefit for only the actual amount of income taxes currently
receivable due to the loss incurred. Inventory and accounts payable as of March
31, 2003 have been adjusted to carryforward the adjustments made to restate the
December 31, 2002 year-end. As a result, the previously recorded net loss has
been increased by $372,000.


                                       12
<PAGE>

                                                  As of 3/31/03
                                      -------------------------------------
                                        As Previously
                                           Reported         As Restated
                                      -------------------------------------
CONSOLIDATED BALANCE SHEET            (In thousands, except per share data)

ASSETS
Inventory                                  $ 5,189            $ 5,684
Prepaid expense and other current assets   $   672            $   597
Deferred tax asset - current               $   418            $    --
Deferred tax asset                         $ 1,247            $    --
Total assets                               $25,008            $23,763

LIABILITIES
Accounts payable                           $11,416            $12,963

STOCKHOLDERS' EQUITY
Retained earnings                          $ 2,852            $    60

                                           For The Quarter Ended 3/31/03
                                      -------------------------------------
                                          As Previously
                                            Reported         As Restated
CONSOLIDATED STATEMENT OF OPERATIONS  -------------------------------------
Benefit for income taxes                   $  (451)           $   (79)
Net loss                                   $  (757)           $(1,129)

Basic and diluted loss per share           $ (0.05)           $ (0.08)



ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

As used in the following section, "Northgate", "we", "us", "the Company" and
"our" refer to Northgate Innovations, Inc., unless the context requires
otherwise.

The following  discussion  and analysis of Northgate's  financial  condition and
results of operations  should be read in conjunction with  Northgate's  restated
condensed  consolidated  financial  statements  and the notes  thereto  included
elsewhere  herein and reflect  certain  restatements  to Northgate's  previously
reported  results of operations for the quarter ended March 31, 2001. See Note 5
to the condensed  consolidated  financial  statements  for a discussion of these
restatements.  The  following  table sets forth for the  periods  indicated  the
percentage of net sales  represented by certain items reflected in the Company's
consolidated statements of operations. There can be no assurance that the trends
in sales growth or operating results will continue in the future.

OVERVIEW

Northgate is a marketer of personal computers, or PCs, and related products and
services and manufactures, markets, and supports a broad line of desktop PCs,
servers and workstations used by individuals, families, businesses, government
agencies and educational institutions. The Company also offers diversified
products and services such as software, peripherals, Internet access services,
support programs and general merchandise.

Net sales of the Company are primarily derived from the sale of personal
computer hardware, software, peripherals and accessories. Gross profit consists
of net sales less product and shipping costs.

                                       13
<PAGE>

On March 20, 2002, the Company closed its merger with Lan Plus. At the closing
of the merger, Lan Plus shareholders received a number of shares such that they
now own approximately 75% of the Company. In addition, at the close of the
merger, the Company also completed a 10:1 reverse stock split and changed its
name to Northgate Innovations, Inc. Pursuant to the merger agreement, upon close
of merger, the Company's accounts payable to, and advances from Lan Plus, in the
amount of approximately $2.3 million was converted to common stock eliminating
the debt; the stock was then retired to Treasury and cancelled. The Company has
reported combined operations with Lan Plus beginning with its 10-Q for the
period ended March 31, 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses Northgate's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an on-going basis, management evaluates its
estimates and judgments, including those related to customer incentives, product
returns, bad debts, inventories, intangible assets, financing operations,
warranty obligations, and contingencies and litigation.

Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

Management believes the following critical accounting policies, among others,
effect its more significant judgments and estimates used in the preparation of
its consolidated financial statements.

ALLOWANCE FOR DOUBTFUL ACCOUNTS: Northgate maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of Northgate's customers were
to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.

WARRANTIES: While the products Northgate sells are covered by third party
manufacturer warranties, Northgate may have products returned by customers that
Northgate may not be able to recover from the manufacturer. Returns of this
nature have been immaterial in the past; however, should actual product failure
rates increase or the manufacturers go out of business, Northgate may be forced
to cover these warranty costs and the costs may differ from Northgate's
estimates. Northgate provides for the estimated cost of product warranties at
the time revenue is recognized.

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<PAGE>

INVENTORY: Northgate writes down its inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions. If actual future demand or market conditions are less favorable than
those projected by management, additional inventory write-downs may be required.

From  time to time  we hold  inventory  from  certain  vendors  whereby  we only
purchase such inventory when it is used in the  production  process.  Any unused
portion of such  inventory may be returned to the vendor without any payment due
for such  unused  inventory.  For  presentation  purposes,  the amount of unused
consignment inventory is excluded from our assets, as well as the amount payable
for such unused inventory.

PURCHASE AND ADVERTISING REBATES: We earn rebates from our vendors which are
based on various quantitative contract terms. Amounts expected to be received
from vendors relating to the purchase of merchandise inventories are recognized
as a reduction of cost of goods sold as the merchandise is sold. Amounts that
represent a reimbursement of incremental costs, such as advertising, are
recorded as a reduction to the related expense in the period that the related
expense is incurred. Several controls are in place that we believe allow us to
ensure that these amounts are recorded in accordance with the terms of the
contracts. Should vendors reach different judgments regarding the terms of these
contracts, they may seek to recover amounts from us.

IMPAIRMENT OF LONG-LIVED ASSETS: We review our long-lived assets for impairment
when indicators of impairment are present and the value of the assets are less
than the assets' carrying amount. If actual market conditions are less favorable
than the carrying value, future write-offs may be necessary.


                                       15
<PAGE>

IMPAIRMENT OF GOODWILL AND INDEFINITE LIVED INTANGIBLE ASSETS: As a result of
our adoption of Statement of Financial Accounting Standards No. 142 "Goodwill
and Other Intangible Assets" ("SFAS No. 142"), we now annually review goodwill
and other intangible assets that have indefinite lives for impairment and when
events or changes in circumstances indicate the carrying value of these assets
might exceed their current fair values. We determine fair value using discounted
cash flow analysis, which requires us to make certain assumptions and estimates
regarding industry economic factors and future profitability of acquired
businesses. It is our policy to conduct impairment testing based on our most
current business plans, which reflect changes we anticipate in the economy and
the industry. If actual results are not consistent with our assumptions and
judgments, we could be exposed to a material impairment charge.

DEFERRED TAXES: We record a valuation allowance to reduce our deferred tax
assets to the amount that is more likely than not to be realized. We have
considered estimated future taxable income and ongoing tax planning strategies
in assessing the amount needed for the valuation allowance. If actual results
differ unfavorably from those estimates used, we may not be able to realize all
or part of our net deferred tax assets and additional valuation allowances may
be required.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the percentage of net
sales represented by certain items reflected in the Company's condensed
statements of operations. There can be no assurance that the trends in sales
growth or operating results will continue in the future.

                           PERCENTAGE OF NET SALES
                           -----------------------
                            PERIOD ENDED MARCH 31,
                              2003         2002
                         (as restated)
                             ------       ------
Net sales                     100.0%       100.0%
Cost of sales                  95.8         91.0
                             ------       ------
Gross profit                    4.2          9.0
Operating expenses              9.4         11.1
                             ------       ------
Loss from operations           (5.2)        (2.1)
Interest expense, net           0.7          0.5
Other expense (income)          0.1         (0.6)
                             ------       ------
Loss before income taxes       (6.0)        (2.0)
Provision for income taxes     (0.4)        (0.8)
                             ------       ------
Net loss                       (5.6%)       (1.2%)
                             ======       ======

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2002

Net sales increased by $0.7 million, or 3.6%, to $20.1 million for the three
months ended March 31, 2003, compared to $19.4 million for the three months
ended March 31, 2002. The increase in net sales was a result of an increase in
the number of computer systems and printers shipped during the period as the
Company added additional customers during the period ended March 31, 2003.

                                       16
<PAGE>

Gross profit decreased by $0.9 million or (51.8%) to $0.8 million for the three
months ended March 31, 2003, compared to $1.7 million for the three months ended
March 31, 2002. The decrease in gross profit was due to increased competition in
the marketplace, the Company responding to this competition while acquiring new
customers, and a $250,000 additional provision recorded for slow moving
inventory. Gross profit, as a percentage of net sales also decreased to 4.2% for
the three months ended March 31, 2003, compared to 9.0% for the three months
ended March 31, 2002. The decrease in gross profit margin was due to an increase
in distribution sales and a higher percentage of internet sales in 2003 as
compared to the first quarter of 2002, both which have a lower gross profit
percentage, increased competition in the computer industry, and the provision
for slow moving inventory discussed above.

On a forward-looking basis, future gross profit margins may fluctuate from
recent levels. The statement concerning future gross profit is a forward looking
statement that involves certain risks and uncertainties. Although the Company
believes it provides a high level of value and added services, pricing and gross
profit could be negatively impacted by the activities of larger computer
manufacturers.

Operating expenses decreased by $0.2 million or (12.4%), to $1.9 million for the
three months ended March 31, 2003, from $2.1 million for the same period in
2002. The decrease in operating expenses was attributable to a decrease in
payroll and related costs due to a smaller workforce in place in the first
quarter of 2003.

Net interest expense increased $31,000 or 30.4% due to lower interest income
resulting from decreased investments in 2003. Other expense (income) decreased
by $141,000, or more than 100% to $34,000 for the three months ended March 31,
2003, from ($107,000) for same period in the prior year. The decrease was a
result of reduced capital gains on marketable securities for the period ended
March 31, 2003 as well as one-time settlement gains recorded in 2002.

Income tax benefit for the period ended March 31, 2003 was $79,000 versus a
benefit of $160,000 for the same period in the prior year. The reduced benefit
in 2003 is a result of the Company's continued losses. No further benefit will
be recorded in upcoming quarters until such time as the Company projects taxable
income.

LIQUIDITY AND CAPITAL RESOURCES

Northgate's primary capital need has been the funding of working capital
requirements created by its growth. Historically, Northgate's primary sources of
financing have been cash provided by operations and borrowings from private
investors, and financial institutions. Cash used in operations was approximately
$3.4 million and $2.8 million for the three months ended March 31, 2003 and the
year ended December 31, 2002, respectively. Cash was used to fund Northgate's
loss during the three months ended March 31, 2003.

During the three months ended March 31, 2003, Northgate's capital expenditures
were approximately $17,000 compared to $104,000 for the same period 2002,
primarily for computer software and hardware, and production equipment.

Accounts payable, accounts receivable and inventory has increased due to the
sales increase in the first quarter of 2003, the addition of distribution sales
focusing on motherboards, and longer credit terms provided to some of the
Company's new customers.

                                       17
<PAGE>

The Company has a $2,500,000 line of credit with a bank. The line of credit
provides for borrowings secured by substantially all of the Company's assets and
is guaranteed by the Company's majority shareholder. Borrowings under the line
are advanced based upon 70% of eligible accounts receivable, as defined, less
any letters of credit issued on the Company's behalf. The line of credit expires
on June 30, 2003. Advances under the line bear interest at the bank's prime rate
plus 0.5% (4.75% at March 31, 2003). The line contains certain covenants that
require Northgate to maintain, a minimum of ($4.25 million) tangible net worth
(as defined), a Current Ratio of at least 1.2:1, Working Capital of at least
$2.5 million, and limits the capital expenditures the Company can make in any

one year to $750,000. As of March 31, 2003, the Company is not in compliance
with required covenants. As a result of the management discussion with the
lender, a letter of forbearance from the lender has been issued with a renewed
line of credit of $1.7 million, maturing on November 30, 2003. The bank further
notified the Company that it would not extend the line of credit further. The
Company is therefore seeking a new line of credit facility.

At March 31, 2003 and 2002, the Company had cash and short-term investments of
$1.2 million and $6.5 million, respectively, and working capital of $1.0 million
and $3.2 million, respectively. At March 31, 2003 and 2002, approximately $1.0
million of the Company's certificates of deposit was held as collateral for
letters of credit taken out to secure open account terms with one of the
Company's primary vendors. The Company believes that current working capital,
together with cash flows from operations, will be adequate to support the
Company's current operating plans through 2003. However, if the Company needs
extra funds, for acquisitions or expansion or to fund a significant downturn in
sales that causes losses, there are no assurances that adequate financing will
be available at acceptable terms, if at all.

Since computer retailers typically have low product gross margins, Northgate's
ability to remain profitable is dependent upon its ability to continue to drive
down the cost of its computer systems through its product sourcing, inventory
management and labor management systems. To the extent that Northgate does not
continue to effectively manage its business, Northgate may be materially
adversely affected.

Northgate may experience significant fluctuations in its future operating
results due to a variety of factors, many of which are outside its control.
Factors that may affect its operating results include: the frequency and success
of new product introductions, mix of product sales and seasonality of sales
typically experienced by retailers, and the pricing of component parts in the
world-wide marketplace. Many of Northgate's competitors offer broader product
lines, have substantially greater financial, technical, marketing and other
resources than Northgate and may benefit from component volume purchasing
arrangements that are more favorable in terms of pricing and component
availability than the arrangements enjoyed by the Company. Sales in the computer
retail industry are significantly affected by the release of new products.
Infrequent or delayed new product releases can negatively impact the overall
growth in retail sales.

                                       18
<PAGE>

BUSINESS FACTORS

Except for historical information, all of the statements, expectations and
assumptions contained in the foregoing are forward-looking statements. The
realization of any or all of these expectations is subject to a number of risks
and uncertainties and it is possible that the assumptions made by management may
not materialize. In addition, there can be no assurances that current sales
levels will be sustained, and that the three-month trends for sales will
continue in future periods. In addition to the factors set forth above, other
important factors that could cause actual results to differ materially from
expectations include lack of working capital to carry out our business plan;
competition from companies either currently in the market or entering the
market; competition from other Internet, catalog and retail store resellers and
price pressures related thereto; uncertainties surrounding the supply of and
demand for computer and computer related products; reliance on our vendors; and
risks due to shifts in market demand and/or price erosion of owned inventory.
This list of risk factors is not intended to be exhaustive. Reference should
also be made to the risk factors set forth elsewhere in this document and from
time to time in our other SEC reports and filings.


                                       19
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

a.       Exhibits

31  Section 302 CEO/CFO Certification

32  Section 906 CEO/CFO Certification

b. Reports on Form 8-K -

On January 6, 2003, the Company filed a Report on Form 8-K changing Northgate's
independent auditors from of Corbin & Wertz ("C&W"), to Corbin & Company LLP
("C&C"). C&C was a successor public accounting firm to C&W and substantially all
of C&W's audit and attest clients were transferred to C&C.

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          Northgate Innovations, Inc.

Date: October 1, 2003                  By   /s/ Andy Teng
                                          --------------------------------------
                                          Andy Teng
                                          CEO and Acting CFO


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