U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the Quarterly Period Ended June 30, 2003

                         Commission File Number 0-10229

                              NORTHWEST GOLD, INC.
          (Exact name of small business issuer as specified in charter)

                                     Wyoming
         (State of either jurisdiction of incorporation or organization)

                                   81-0384984
                        (IRS Employer Identification No.)

                             590 West Central Avenue
                                     Suite E
                                 Brea, CA 92821
                    (Address of principal executive offices)

                             Glen L. Larsen Building
                               877 North 8th West
                               Riverton, WY 82501
                                (Former address)

                                  714-671-1854
                           (Issuer's telephone number)

Check  whether the issuer (1) 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    .
                                                              ---     ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date:  As of August 14,  2003,  there were
16,000,000 common shares issued and outstanding.





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                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our unaudited financial  statements for the three and six months ended June
30, 2003 are attached hereto.

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

     The following  discussion  should be read in conjunction with our unaudited
financial  statements and notes thereto included herein. In connection with, and
because  we desire to take  advantage  of the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by us, or on our behalf.  We disclaim any  obligation to update
forward-looking statements.

Overview

     Northwest  Gold,  Inc.  ("we," "us," "our" or the  "Company")  is a Wyoming
corporation.  Effective  June 17,  2003,  pursuant to the terms of an  agreement
between us and PoGo! Products,  Inc.,  ("PoGo"),  a California  corporation (the
"Agreement"),  we acquired all of PoGo's issued and outstanding shares of common
stock in exchange for 12,000,000  "restricted"  shares of our Common Stock. As a
result, PoGo now is a wholly-owned  subsidiary of our Company.  Also as a result
of the closing of the Agreement,  our prior management resigned their respective
positions with our Company and were replaced by the management of PoGo.

     Further as a result of the closing of the Agreement, our principal business
has changed.  As of the date of this  report,  we are engaged in the business of
development and marketing of products for the personal digital audio and digital
video  markets.   We  develop  these  products  internally  and  with  exclusive
relationships  with  research and  development  companies  located in the United
States and abroad. Our products are manufactured in Far East Asia,  primarily in
Korea and China and are marketed through multiple  distribution  channels,  both
foreign and  domestic  and  through our own and partner web sites.  We intend to
continue to expand our  operations  and have  recently  released two new product
lines to the marketplace, Ripflash and

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Flipster.  Our Ripflash line has several products,  including the Ripflash Plus,
DX, Trio and Pro-2,  each of which are MP3 players  capable of direct  encoding.
Flipster has all of the features of an MP3 player, plus video. Each of these new
product lines have received favorable editorial and customer reviews.

Critical Accounting Policies

     We believe  the  following  critical  accounting  policies  affect our more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.

     REVENUE  RECOGNITION  - We  record  estimated  reductions  to  revenue  for
customer programs and incentive  offerings including special pricing agreements,
price  protection,  promotions  and  other  volume-based  incentives.  If market
conditions were to decline,  we may take actions to increase customer  incentive
offerings possibly resulting in an incremental  reduction of revenue at the time
the  incentive is offered.  We maintain  allowances  for  doubtful  accounts for
estimated  losses resulting from the inability of our customers to make required
payments.  If the  financial  condition of our  customers  were to  deteriorate,
resulting  in the  impairment  of their  ability  to make  payments,  additional
allowances may be required.

     INVENTORY  - We write down our  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 market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

     The  following  information  is intended to highlight  developments  in our
operations  to  present  our  results  of  operations,  to  identify  key trends
affecting our businesses and to identify other factors  affecting our results of
operations for the six-month periods ended June 30, 2003 and 2002.

Results of Operations

Comparison of Results of  Operations  for the Six Months Ended June 30, 2003 and
2002

     Our sales  revenues  increased to $1,084,260 for the six month period ended
June 30,  2003,  from  $338,605 for the similar  period in 2002,  an increase of
$745,655  (220%).  This  increase in  revenues  was mainly  attributable  to the
introduction  of our new product lines  discussed  above,  which has provided us
with  additional  distribution  channels.  Our cost of goods sold during the six
month  period ended June 30, 2003,  was  $848,088,  compared to $212,484 for the
similar  period  ended June 30,  2002,  an  increase of  $635,604  (299%).  This
increase was attributable to our increased revenues.

     During the six month  period  ended June 30,  2003,  selling,  general  and
administrative  costs  increased  by $96,811,  from  $391,722  for the six month
period ended June 30, 2002, to

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$488,533 for the six month period ended June 30, 2003 (24.7%).  This increase is
primarily due to an increase of approximately  $175,000 salaries paid, insurance
costs,  professional fees and sales commissions paid. Relevant to salaries paid,
this  increase  was  primarily as a result of our adding  additional  employees,
including our Chief Financial Officer, our Vice President of Sales and Marketing
and our chief  engineer.  During the six month period  ended June 30,  2002,  we
experienced a one time charge of  approximately  $69,000 for  engineering  fees,
which  were  paid  to the  former  employer  of our  current  engineer  for  his
consulting fees.

     As a result,  we  generated a net loss of $253,161 for the six months ended
June 30, 2003 ($0.02 per share),  compared to a net loss of $265,601 for the six
months ended June 30, 2002 ($0.04 per share).

Liquidity and Capital Resources

     At June 30, 2003, we had $164,893 in cash and cash equivalents,  a decrease
of $77,994 from  December 31, 2002.  This decrease in cash was  attributable  to
increased operating expenses

     Net cash used in operating  activities  during the  six-month  period ended
June 30, 2003 was $318,801 versus $171,136 for the same period in 2002. In part,
this was due to increased general and  administrative  expenses discussed above.
In addition, accounts receivable decreased by $180,218 to $497,334 from $677,552
at December 31, 2002,  which is also  attributable to our increased  general and
administrative expenses. Accounts payable and accrued expenses also decreased by
$612,735  from  December  31, 2002.  Our  inventory on hand at June 30, 2003 was
$208,020, a decrease of $598,395 from the December 31, 2002 balance.

     As of June 30, 2003, we had no outstanding debt.

     In the past, we have been dependent  upon capital  raised  through  private
placements  of  equity,  as well as equity  contributions  from  management,  to
commence and implement  our business  operation.  We have  incurred  losses from
operations  since inception and even if we meet our  expectations as to revenues
to be generated over the next 12 months,  management anticipates that we require
an additional infusion of funds to finance our operations during this time. Such
funds may be in the form of additional  equity  investment,  stockholder  loans,
bank loans or some other sources.  There can be no assurance that such financing
will be obtained, or if obtained,  the terms of such financing will be favorable
to us.

     Therefore,  our success  will,  in part,  be dependent  upon our ability to
raise  additional  capital to  continue as a going  concern.  Unless we begin to
generate  profits from our operations in the near future,  of which there can be
no  assurance,  the failure to infuse  additional  capital  into our Company may
force  management to curtail  certain  expenditures  and product  introductions,
which may affect our ability to fully implement our business plan.  These issues
raise substantial doubt about our ability to continue as a going concern.


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Risk Factors

     An  investment  in our  common  stock  involves a high  degree of risk.  In
addition to the other information in this report,  you should carefully consider
the following risk factors  before  deciding to invest or maintain an investment
in shares of our common stock. If any of the following risks actually occurs, it
is likely that our business,  financial condition and operating results would be
harmed.  As a result,  the trading price of our common stock could decline,  and
you could lose part or all of your investment.

WE HAVE  INCURRED  SIGNIFICANT  LOSSES AND MAY CONTINUE TO INCUR  LOSSES.  IF WE
CONTINUE TO INCUR LOSSES, WE MAY HAVE TO CURTAIL OUR OPERATIONS.

     Since  the  inception  of our  business  in August  2001,  we have not been
profitable and we may not be profitable in the foreseeable future. Historically,
we have relied upon cash from operations and financing activities to fund all of
the cash requirements of our business and have incurred  significant  losses. As
of June 30, 2003, we had an accumulated  deficit of $944,063.  We cannot predict
if we will be profitable in future  quarters and we may continue to incur losses
for an  indeterminate  period of time and may never  achieve or  sustain  annual
profitability. An extended period of losses may result in negative cash flow and
may prevent us from  operating or expanding our  business.  We cannot assure you
that our business will ever become continuously  profitable or that we will ever
generate  sufficient  revenues to meet our expenses and support our  operations.
Even if we are able to  achieve  profitability,  we may be unable to  sustain or
increase our profitability on a quarterly or annual basis.

WE REQUIRE ADDITIONAL CAPITAL IN ORDER TO IMPLEMENT OUR BUSINESS PLAN.

     Based on current  levels of operations and planned  growth,  our management
anticipates  that the cash generated from  operations  will not be sufficient to
meet our  needs  for the next 12  months.  In order  to  implement  our  current
business plan, we will require  additional  funding.  There is no assurance that
adequate  funds,  whether  through  equity  financing,  debt  financing or other
sources,  will be available when needed or on terms  acceptable to us.  Further,
any such funding may result in  significant  dilution to existing  stockholders.
The inability to obtain  sufficient  funds from operations and external  sources
when needed would have a material  adverse  affect on our  business,  results of
operations and financial condition.

OUR  CONCENTRATION  OF SALES TO THREE MAJOR  CUSTOMERS MAY ADVERSELY  AFFECT OUR
BUSINESS  IF ANY ONE OR  MORE OF THEM  DECIDES  TO  DISCONTINUE  PURCHASING  OUR
PRODUCTS.

     During  the first  six  months  of 2003,  net  sales to our  three  largest
customers  represented 16%, 12% and 10%,  respectively,  of total net sales. Our
sales and our  profitability  would be adversely  affected if any one or more of
these customers ceased purchasing from us. We have

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no  guarantee  that we would be able to  replace  the  loss of such  sales  with
existing or new  customers or in a timely  manner to avoid an adverse  financial
impact to our business.

OUR CONCENTRATION OF SUPPLIERS MAY ADVERSELY AFFECT OUR BUSINESS IF ANY OF THEM
DECIDE TO DISCONTINUE SELLING TO US.

     During the first six months of 2003, three suppliers accounted for 60%, 19%
and 13% of our cost of sales. Our sales and our profitability would be adversely
affected if any of these  suppliers  ceased  selling to us. We have no guarantee
that we would be able to replace the loss of such suppliers with existing or new
manufacturers or in a timely manner to avoid an adverse  financial impact to our
business.

FIERCE  COMPETITION  IN THE  RETAIL  PORTABLE  AUDIO  AND  CONSUMER  ELECTRONICS
MARKETPLACE  MAY CAUSE A DECLINE IN OUR REVENUES  AND FORCE US TO REDUCE  PRICES
FOR OUR PRODUCTS.

     All of our revenues have been derived from two products in a single product
line. The market for our products is highly competitive. Our competitors include
Samsung,  Irock,  Creative  Lab and Apple  Computers,  each of whom have greater
financial  resources than those  currently  available to us. We believe that the
strategy  of certain of our  current  and  potential  competitors  is to compete
largely  on the basis of  price,  which may  result  in lower  prices  and lower
margins  for our  products  or  otherwise  adversely  affect  the market for our
products.  There can be no assurance that we will be able to continue to compete
successfully in the marketplace.

MANY OF OUR  COMPETITORS  HAVE  GREATER  RESOURCES  THAN US. IN ORDER TO COMPETE
SUCCESSFULLY,  WE MUST  KEEP  PACE  WITH OUR  COMPETITORS  IN  ANTICIPATING  AND
RESPONDING  TO  RAPID  CHANGES  IN  THE  RETAIL   PORTABLE  AUDIO  AND  CONSUMER
ELECTRONICS INDUSTRIES.

     Our future  success  will  depend  upon our  ability to enhance our current
products  and services  and to develop and  introduce  new products and services
that keep pace with  technological  developments,  respond  to the growth in the
retail  portable  audio and  consumer  electronics  markets in which we compete,
encompass evolving consumer requirements,  provide a broad range of products and
achieve  market  acceptance of our products.  Many of our existing and potential
competitors have larger technical staffs,  more established and larger marketing
and sales  organizations and significantly  greater financial  resources than we
do. Our lack of resources  relative to our  competitors  may cause us to fail to
anticipate or respond  adequately  to  technological  developments  and consumer
requirements or may cause us to experience  significant  delays in developing or
introducing new products and services. These failures or delays could reduce our
competitiveness, revenues, profit margins and market share.


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OUR LACK OF LONG-TERM  PURCHASE ORDERS OR COMMITMENTS  MAY ADVERSELY  AFFECT OUR
BUSINESS IF DEMAND DECLINES.

     During  the six month  period  ended  June 30,  2003,  sales of our  retail
portable  audio  products  accounted for all of our total net sales.  We have no
long-term  contracts  with our consumer  electronics  retailers and no long-term
purchase  orders or  commitments.  Rather,  our retailers  issue purchase orders
requesting  the quantities of portable  audio or consumer  electronics  products
that they  desire to  purchase  from us, and if we are able and  willing to fill
those orders,  then we fill them under the terms of the contracts.  Accordingly,
we cannot rely on long-term  purchase  orders or  commitments to protect us from
the  negative  financial  effects of a decline in demand for our  products  that
could  result from a general  economic  downturn,  from  changes in the portable
audio  and  consumer  electronics  marketplaces,  including  the  entry  of  new
competitors into the market,  from the introduction by others of new or improved
technology,  from an unanticipated shift in the needs of our retailers,  or from
other causes.

OUR  BUSINESS  COULD  SUFFER IF WE ARE  UNABLE TO OBTAIN OUR  PRODUCTS  FROM OUR
SUPPLIERS.

     Most of our products are  available  from  multiple  sources.  However,  we
currently obtain most of our products from limited  sources.  We have, from time
to time,  experienced  difficulty  in obtaining  some  products.  We do not have
guaranteed supply  arrangements  with any of our suppliers,  and there can be no
assurance  that our  suppliers  will continue to meet our  requirements.  If our
existing suppliers are unable to meet our requirements,  we could be required to
find other suppliers or even eliminate  products from our product line.  Product
shortages  could limit our sales capacity and also could result in lower margins
due to higher product costs  resulting from limited supply or the need to obtain
substitute  products  which  are  available  only at higher  costs.  Significant
increases in the prices of our products  could  adversely  affect our results of
operations because our products compete on price and,  therefore,  we may not be
able  to  pass  along  price  increases  to our  retailers.  Also,  an  extended
interruption  in the  supply of  products  or a  reduction  in their  quality or
reliability  would  adversely  affect our  financial  condition  and  results of
operations  by operations  by impairing  our ability to timely  deliver  quality
products to our retailers.  Delayed product  deliveries due to product shortages
or other factors may result in  cancellation  by our retailers of all or part of
their orders. We cannot assure you that cancellations will not occur.

OUR  DEPENDENCE  ON SALES OF OUR MP3 AND RADIO  YOURWAY  PRODUCTS  COULD  HAVE A
MATERIAL  ADVERSE  EFFECT ON OUR  BUSINESS  IF THE  MARKET  FOR  THOSE  PRODUCTS
DECLINES.

     Net sales of our MP3 and related media products accounted for approximately
all of our net sales to date.  Although we intend to introduce products in other
segments of the consumer  electronics  market,  our current line of products are
expected to continue to account for a  substantial  majority of our sales for at
least the next year. A decline in the demand or average  selling  prices for our
existing products, whether as a result of new competitive product

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introductions,  price  competition,  excess  supply,  technological  changes  or
otherwise,  would  have a  material  adverse  effect on our sales and  operating
results.

IF WE FAIL TO KEEP PACE WITH THE RAPID  TECHNOLOGICAL  CHANGES THAT CHARACTERIZE
THE  MARKETPLACE  FOR OUR  PRODUCTS,  WE WILL LIKELY  EXPERIENCE  A  SIGNIFICANT
DECLINE IN OUR COMPETITIVE  ADVANTAGE  RESULTING IN A MATERIALLY NEGATIVE IMPACT
ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     The  markets  for  our  products  are  characterized  by  rapidly  changing
technology,  evolving industry standards, frequent new product introductions and
rapid product obsolescence.  Product life cycles in the markets for our products
often  range  from as few as three up to  twelve  months.  We  believe  that our
success will be substantially  dependent upon our ability to continue to develop
and  introduce  competitive  products  and  technologies  on a timely basis with
features  and  functions  that  meet  changing   consumer   requirements   in  a
cost-effective  manner.  Even if we are successful in the development and market
introduction of new products,  we still must correctly  forecast consumer demand
for those  products to avoid  either  excessive  unsold  inventory  or excessive
unfilled orders related to our products. The task of forecasting consumer demand
is  extremely  difficult  for new products for which there is little or no sales
history,  and for  indirect  channels,  where  our  customers  are not the final
end-users.  Moreover,  whenever we offer new products, we also must successfully
manage the resulting  obsolescence  and price erosion of our older products,  as
well as any resulting price  protection  charges and inventory  returns from our
retailers.   Accordingly,  if  we  are  unable  to  keep  pace  with  the  rapid
technological  changes  within the  marketplace  for our products,  or unable to
manage  effectively the  introduction of new products,  our business,  financial
condition and results of operations will be negatively impacted.

WE RELY  HEAVILY  ON OUR  MANAGEMENT,  AND  THE  LOSS OF  THEIR  SERVICES  COULD
ADVERSELY AFFECT OUR BUSINESS.

     Our success is highly dependent upon the continued  services of key members
of our  management,  including  our  founder,  Chairman  of the  Board and Chief
Executive Officer,  David Ahn. Mr. Ahn has developed personal contacts and other
skills  that we rely upon in  connection  with our  financing,  acquisition  and
general   business   strategies.   Mr.  Ahn  has  also  developed  key  personal
relationships  with our vendors and  frequently is  extensively  involved in our
sales and promotional  efforts with our key customers.  Although we have entered
into an  employment  agreement  with  Mr.  Ahn,  that  agreement  is of  limited
duration.  Consequently, the loss of Mr. Ahn or one or more other key members of
management could adversely affect our business.

OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

     Our  expansion  into new product  categories  in the  consumer  electronics
marketplaces  has required and will continue to require  significant  investment
and  management  attention  to improve our  information  systems,  product  data
management,  control  accounting,  telecommunications  and  networking  systems,
coordination of suppliers and distribution

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channels,  and general business  processes and procedures.  We are continuing to
expand our  product  base in the  consumer  electronics  marketplace  and expect
significant challenges in coordinating supply and distribution processes in what
we hope will be a rapidly growing product category.

     Subject to receipt of additional  financing,  which cannot be assured,  our
strategy envisions a period of rapid growth that may impose a significant burden
on our  administrative  and  operational  resources.  Our ability to effectively
manage growth will require us to  substantially  expand the  capabilities of our
administrative  and  operational  resources  and to attract,  train,  manage and
retain qualified marketing, technical support, customer service, sales and other
personnel.  There can be no  assurance  that we will be able to do so. If we are
unable to successfully  manage our growth, our business,  prospects,  results of
operations and financial condition could be materially and adversely affected.

POLITICAL AND ECONOMIC  INSTABILITY IN EAST ASIA COULD HAVE AN ADVERSE IMPACT ON
THE SUPPLY OF OUR  PRODUCTS  WHICH COULD  MATERIALLY  AND  ADVERSELY  AFFECT OUR
BUSINESS.

     We order nearly all of our  products  from large  manufacturing  facilities
located primarily in Korea and the People's Republic of China. In the event of a
severe  political  disruption in the  governments of any country located in East
Asia, the economic  ramifications  to our suppliers could be  devastating.  As a
result,  our ability to conduct  operations  might be  materially  and adversely
affected.  In addition,  our suppliers acquire  components and raw materials for
the  manufacturing of our products from a number of countries,  many of which do
not conduct  business in United States  dollars.  Any severe  fluctuation in the
value of foreign  currencies  could  materially  increase  our costs to purchase
products.  Accordingly, as a result of political or economic instability in East
Asia, our operations could be materially and adversely affected. In addition, an
expansion  of  the  outbreak  of  SARS  could  result  in   disruption   of  the
manufacturing of our suppliers,  which would materially and adversely affect our
operations.

WE HAVE  RECENTLY  ADOPTED  A NEW  BUSINESS  PLAN AND AS A  RESULT,  THERE IS NO
RELIABLE  HISTORY FOR THE  TRADING OF OUR COMMON  STOCK,  WHICH COULD  RESULT IN
SUBSTANTIAL LOSSES FOR INVESTORS PURCHASING SHARES OF OUR COMMON STOCK.

     The  market  prices  of  securities  of  technology-based   companies  have
historically been highly volatile.  We have recently acquired a new business and
implemented  a new business  plan.  As a result,  the market price of our common
stock may  fluctuate  in response to the  following  factors,  many of which are
beyond our control:

     -    changes in market  valuations  of similar  companies  and stock market
          price and volume fluctuations generally;

     -    economic conditions specific to the consumer electronics industry;


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     -    announcements  by us or our  competitors of new or enhanced  products,
          technologies  or  services  or  significant  contracts,  acquisitions,
          strategic relationships, joint ventures or capital commitments;

     -    fluctuations in our quarterly or annual operating results;

     -    additions or departures of key personnel; and

     -    future sales of our common stock or other securities.

     The  price  at  which  you  purchase  shares  of  common  stock  may not be
indicative  of the  price of our stock  that will  continue  to  prevail  in the
trading  market.  You may be unable to sell  your  shares of common  stock at or
above your purchase price, which may result in substantial losses to you.

BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF TRADING ACTIVITY
IN OUR STOCK MAY BE LIMITED.

     Broker-dealer  practices in connection with  transactions in "penny stocks"
are  regulated  by penny  stock rules  adopted by the  Securities  and  Exchange
Commission.  Penny stocks, like shares of our common stock, generally are equity
securities with a price of less than $5.00 (other than securities  registered on
some national securities  exchanges or quoted on Nasdaq).  The penny stock rules
require a  broker-dealer,  prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized  risk disclosure  document that
provides information about penny stocks and the nature and level of risks in the
penny stock  market.  The  broker-dealer  also must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer and its salesperson in the transaction,  and, if the broker-dealer
is the sole market  maker,  the  broker-dealer  must  disclose this fact and the
broker-dealer's presumed control over the market, and monthly account statements
showing the market value of each penny stock held in the customer's  account. In
addition,  broker-dealers  who sell  these  securities  to  persons  other  than
established  customers and  "accredited  investors"  must make a special written
determination  that the penny stock is a suitable  investment  for the purchaser
and receive the purchaser's written agreement to the transaction.  Consequently,
these  requirements  may  have the  effect  of  reducing  the  level of  trading
activity,  if any, n the  secondary  market for a security  subject to the penny
stock  rules,  and  investors  in our common stock may find it difficult to sell
their shares.

BECAUSE OUR STOCK IS NOT LISTED ON A NATIONAL SECURITIES EXCHANGE,  YOU MAY FIND
IT DIFFICULT TO DISPOSE OF OUR COMMON STOCK.

     Our common stock trades under the symbol "NWGD" on the OTC Bulletin  Board.
Because our stock  trades on the OTC  Bulletin  Board  rather than on a national
securities  exchange,  you may find it  difficult  to either  dispose  of, or to
obtain quotations as to the price of, our common stock.


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INVESTORS SHOULD NOT EXPECT TO RECEIVE A DIVIDEND IN THE FUTURE.

     No dividend has been paid on any of our securities since inception and none
is contemplated at any time in the foreseeable future.

Trends

     Our current business plan provides for us to introduce several new products
over the next few  months,  including  (i) a hard  drive  20gb hard  disk  based
product.  This product is scheduled  for delivery  beginning in September  2003.
Based upon pre sale activities,  significant interest has been expressed in both
our US and Canadian  distribution  channels.  We are  currently  accepting  back
orders; (ii) an internally designed product coded Ruby Tivo-like radio, which is
scheduled for  introduction  during 2004;  (iii) the first AM/FM radio recorder,
Radio  Yourway,  which is currently  being  marketed on our web site, as well as
several other e-tailers.  We expect to begin a radio  advertising  campaign over
the next 12 months to bring consumer awareness to this unique product;  and (iv)
the TCR-500 Universal Remote Control,  which is scheduled for delivery beginning
in September 2003. We are currently accepting back orders.

     Our  future  success is  dependent  upon our  ability  to raise  additional
capital.  As of the date of this report,  we are attempting to raise $1 million,
to be primarily  utilized to expand our  inventory in  expectation  of increased
holiday sales, as well as for accounts receivable. While there are no definitive
agreements to provide this funding to us, we are  confident  that we will obtain
these necessary  funds.  However,  no assurances can be provided that we will be
able to obtain this financing.

     In the  event we do  receive  these  additional  funds,  we also  intend to
establish  receivable  financing  for a short  term,  as  well  as to  establish
relationships  with  financial  institutions  to provide  lines of  credit.  Our
current  margins on our new products are better as a result of our  establishing
better  relationships  with new suppliers.  During 2004, we expect to be able to
create internal designs for new products and additional  product mix, which will
also result in larger margins. The margins on our old products were slimmer than
industry standards.

     If these  factors  occur and if economic  conditions  in the United  States
improve, we expect to reach  profitability in April 2004. However,  there can be
no  assurances  that our forecasts  will be accurate,  or that the factors cited
above will occur.

Inflation

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material effect on the results of operations
during the six months ended June 30, 2003.


                                                                              11

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our financial statements,  which have been prepared in
accordance with accounting  principals  generally accepted in the United States.
The preparation of these financial  statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses, and related disclosure of contingent assets and liabilities. On an on-
going basis,  we evaluate our  estimates,  including  those  related to customer
programs and incentives, product returns, bad debts, inventories,  income taxes,
and contingencies and litigation. We base our estimates on historical experience
and on various other  assumptions  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.

ITEM 4. CONTROLS AND PROCEDURES

     Our Chief  Executive  Officer and Chief  Financial  Officer (our  principal
executive  officer  and  principal   financial  officer,   respectively),   have
concluded,  based on their  evaluation as of August 14, 2003,  (the  "Evaluation
Date"),  that  the  design  and  operation  of  our  "disclosure   controls  and
procedures" (as defined in Rules  13a-14(C)) and 15d-14(C)) under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")), are effective to ensure
that  information  required  to be  disclosed  by us in  the  reports  filed  or
submitted  by us under the  Exchange Act is  accumulated,  recorded,  processed,
summarized  and reported to our  management,  including our principal  executive
officer and our principal  financial  officer,  as  appropriate  to allow timely
decisions regarding whether or not disclosure is required.

     There were no significant  changes in internal controls or in other factors
that could  significantly  affect internal controls subsequent to the Evaluation
Date, nor were there any significant  deficiencies or material weaknesses in our
internal  controls.  As  a  result,  no  corrective  actions  were  required  or
undertaken.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     As of the date of this Report, we are not party to any material judicial or
administrative matters.


                                                                              12

<PAGE>

ITEM 2. CHANGES IN SECURITIES

     During the three month period  ended June 30, 2003,  we issued an aggregate
of  12,000,000  shares of our  common  stock in favor to the PoGo  shareholders,
pursuant to the share exchange agreement between us and PoGo. We relied upon the
exemption from registration afforded by Section 4(2) under the Securities Act of
1933,  as amended,  and/or  Regulation D  promulgated  thereunder to issue these
securities.

Subsequent Event

     In August 2003, U. S. Energy Corp., formerly a principal shareholder of our
Company,  surrendered  an  aggregate  of  3,809,794  shares of our common  stock
previously  owned by it back to us. This  surrender was undertaken in accordance
with the terms of the share  exchange  agreement  between us and Pogo entered in
June 2003.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

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

     None

ITEM 5. OTHER INFORMATION - None

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

     (a) Exhibits

         99.1  Certification of Financial Statements in accordance with Sarbanes
               -Oxley Act

     (b) Reports on Form 8-K.

     On or about June 18, 2003, we filed a report on Form 8-K,  which report was
amended June 23, 2003, advising of the closing of the share exchange transaction
between us and PoGo.  This  report  also  advise of the change in control of our
Company.  The contents of these reports are incorporated herein as if set forth.
We did not file any other  reports  on Form 8-K during  the three  month  period
ended June 30, 2003.

                                                                              13


<PAGE>


                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                                                                        CONTENTS
                                                       June 30, 2003 (unaudited)

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


                                                                            Page
CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS

       Condensed, Consolidated Balance Sheet                       F-2 - F-3

       Condensed, Consolidated Statements of Operations               F-4

       Condensed, Consolidated Statements of Cash Flows            F-5 - F-6

       Notes to Condensed, Consolidated Financial Statements       F-7 - F-14




                                       F-1


                                                                              14
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                                           CONDENSED, CONSOLIDATED BALANCE SHEET
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

                                     ASSETS

Current assets
      Cash and cash equivalents                                     $   164,893
      Accounts receivable, net of allowance for doubtful
          accounts of $16,153                                           497,334
      Inventory                                                         208,020
                                                                    -----------

             Total current assets                                       870,247

Property and equipment, net                                              11,529

Other assets                                                             22,720
                                                                    -----------

                Total assets                                        $   904,496
                                                                    ===========

   The accompanying notes are an integral part of these financial statements.

                                       F-2

                                                                              15
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                                           CONDENSED, CONSOLIDATED BALANCE SHEET
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
      Accounts payable                                              $   608,031
      Accrued expenses                                                   11,435
      Reserve for customer returns and allowances                       121,385
                                                                    -----------

          Total current liabilities                                     740,851
                                                                    -----------

Commitments and contingencies

Shareholders' equity
      Common stock, $0.001 par value
          200,000,000 shares authorized
          16,000,000 shares issued and outstanding                       16,000
      Additional paid-in capital                                      1,091,708
      Accumulated deficit                                              (944,063)
                                                                    -----------

             Total shareholders' equity                                 163,645
                                                                    -----------

                Total liabilities and shareholders' equity          $   904,496
                                                                    ===========

   The accompanying notes are an integral part of these financial statements.

                                       F-3

                                                                              16
<PAGE>

<TABLE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                                CONDENSED, CONSOLIDATED STATEMENTS OF OPERATIONS
           For the Three and Six Months Ended June 30, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------



<CAPTION>
                               For the Three Months Ended      For the Six Months Ended
                                        June 30,                       June 30,
                              ----------------------------    ----------------------------
                                  2003            2002            2003            2002
                              ------------    ------------    ------------    ------------
<S>                           <C>             <C>             <C>             <C>
Net sales                     $    711,913    $    209,123    $  1,084,260    $    338,605

Cost of sales                      577,802         150,575         848,088         212,484
                              ------------    ------------    ------------    ------------

Gross profit                       134,111          58,548         236,172         126,121

Operating expenses                 258,621         265,217         488,533         391,722
                              ------------    ------------    ------------    ------------
Loss before provision for
      income taxes                (124,510)       (206,669)       (252,361)       (265,601)

Provision for income taxes             800              --             800              --
                              ------------    ------------    ------------    ------------

Net loss                      $   (125,310)   $   (206,669)   $   (253,161)   $   (265,601)
                              ============    ============    ============    ============

Basic and diluted loss per
      share                   $      (0.01)   $      (0.03)   $      (0.02)   $      (0.04)
                              ============    ============    ============    ============

Basic and diluted weighted-
      average common
      shares outstanding        11,338,636       7,246,377      10,248,069       7,246,377
                              ============    ============    ============    ============

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       F-4
                                                                              17
<PAGE>

<TABLE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                                CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS
                     For the Six Months Ended June 30, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------


<CAPTION>
                                                                     2003          2002
                                                                   ---------    ---------
<S>                                                                <C>          <C>
Cash flows from operating activities
      Net loss                                                     $(253,161)   $(265,601)
      Adjustments to reconcile net loss to net cash
         used in operating activities
             Depreciation                                              2,072        2,982
             Bad debt expense                                         (8,000)          --
             Common stock issued for services rendered                 7,285           --
             Services contributed to company                              --       79,618
             (Increase) decrease in
                Accounts receivable                                  180,218      (80,276)
                Inventory                                            598,395     (266,285)
                Other assets                                         (19,925)          --
             Increase (decrease) in
                Accounts payable                                    (638,827)     347,319
                Accrued expenses                                      26,092       11,107
                Reserve for customer returns and allowances         (212,950)          --
                                                                   ---------    ---------

                   Net cash used in operating activities            (318,801)    (171,136)
                                                                   ---------    ---------
Cash flows from investing activities
      Purchases of property and equipment                             (3,193)      (3,000)
                                                                   ---------    ---------

                   Net cash used in investing activities              (3,193)      (3,000)
                                                                   ---------    ---------
Cash flows from financing activities
      Contributed capital                                                 --      170,000
      Issuance of common stock                                       244,000           --
                                                                   ---------    ---------

                   Net cash provided by financing activities         244,000      170,000
                                                                   ---------    ---------

                       Net decrease in cash and cash equivalents     (77,994)      (4,136)

Cash and cash equivalents, beginning of period                       242,887       15,561
                                                                   ---------    ---------
Cash and cash equivalents, end of period                           $ 164,893    $  11,425
                                                                   =========    =========

   The accompanying notes are an integral part of these financial statements.

                                       F-5

                                                                              18
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                                CONDENSED, CONSOLIDATED STATEMENTS OF CASH FLOWS
                     For the Six Months Ended June 30, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------

<CAPTION>
                                                                     2003          2002
                                                                   ---------    ---------
<S>                                                                <C>          <C>
Supplemental disclosure of cash flow information

      Interest paid                                                $      --    $      --
                                                                   =========    =========

      Income taxes paid                                            $      --    $      --
                                                                   =========    =========

</TABLE>

Supplemental schedule of non-cash financing activities
During the six months ended June 30, 2003, the Company completed the following:

 *    issued 259,493 shares of common stock valued at $25,715 for services
      rendered during the year ended December 31, 2002

 *    issued 1,256,039 shares of common stock as payment for accounts payable of
      $260,000


   The accompanying notes are an integral part of these financial statements.

                                       F-6

                                                                              19
<PAGE>

                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                           NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

     Northwest Gold, Inc.  ("Northwest  Gold") was  incorporated in the State of
     Wyoming  on August  29,  1977  under the name of Silco,  Inc.  The name was
     changed  in  August  1979  to  Northwest  Gold,  Inc.  Northwest  Gold  was
     incorporated  to  engage  in  the  evaluation,  acquisition,   exploration,
     development,  and/or  sale or lease of mineral  properties  and oil and gas
     properties.  Northwest Gold has not had any  significant  operations  since
     1981 when Northwest Gold halted operations because of non-profitability.

     On June 16, 2003,  Northwest Gold entered into a Share Exchange  Agreement,
     whereby it acquired all of the outstanding common stock of Pogo!  Products,
     Inc.  ("Pogo")  from Pogo's  shareholders  in exchange  for an aggregate of
     12,000,000  restricted shares of newly issued common stock, and Pogo became
     a wholly owned subsidiary of Northwest Gold. As part of the transaction, on
     or before July 17,  2003,  the  principal  shareholder  of  Northwest  Gold
     canceled 3,809,794 of the shares in Northwest Gold owned by him in order to
     establish the number of issued and  outstanding  common shares of Northwest
     Gold at 16,000,000 shares (75% owned by the former Pogo  shareholders,  25%
     by the remaining shareholders of Northwest Gold).

     In  addition,   the  former   principal   shareholder   and  certain  other
     shareholders of Northwest Gold have executed  lock-up  agreements  covering
     3,214,388  shares of Northwest  Gold still owned by them (equal to 16.2% of
     the  currently  outstanding  19,809,794  shares,  or 20% of the  16,000,000
     shares  to be  outstanding  after  the  cancellation  referred  to  above),
     prohibiting  sale of any of the  locked  shares  without  Northwest  Gold's
     consent until  September 12, 2003. As a further part of the Share  Exchange
     Agreement,   Northwest   Gold  has  agreed  to  give   these   shareholders
     anti-dilution rights until the first to occur of 180 days after the closing
     (i.e.,  December 14, 2003) or that time when their share ownership falls to
     688,060 or fewer  shares:  If within  that period of time,  Northwest  Gold
     issues shares to anyone without their prior  approval,  then Northwest Gold
     will issue them additional shares, for no consideration, sufficient to keep
     their ownership in Northwest Gold at the percentage  level they owned prior
     to a new  stock  issuance.  Finally,  on June 28,  2003,  Northwest  Gold's
     current officers and directors will resign and will be replaced by officers
     and directors selected by Pogo's management.

     For  accounting   purposes,   the   transaction   has  been  treated  as  a
     recapitalization  of Pogo,  with Pogo as the accounting  acquirer  (reverse
     acquisition).  The  operations  of the Company for the period  prior to the
     merger are those of Pogo.

     In accordance with reverse acquisition accounting, the transaction has been
     valued  at  the  value  of  Northwest  Golds'  assets  at the  time  of the
     transaction.  Northwest Gold had minimal assets and liabilities at the date
     of the acquisition  and did not have  significant  operations  prior to the
     acquisition. Therefore, pro forma information is not presented.

                                       F-7

                                                                              20
<PAGE>

                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                           NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS (Continued)

     Pogo is engaged in the business of  development  and  marketing of products
     for the personal digital audio and digital video markets. It develops these
     products  internally  and with  exclusive  relationships  with research and
     development companies located in the United States and abroad. Its products
     are  manufactured in Far East Asia,  primarily in Korea and China,  and are
     marketed through multiple distribution channels,  both foreign and domestic
     and through its own and partner Web sites.  Pogo was incorporated on August
     6, 2001 as a California "C" corporation and is based in Brea, California.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation
     ---------------------------

     The  consolidated  financial  statements  include the accounts of Northwest
     Gold,  Inc.  and  its  wholly  owned   subsidiary,   Pogo  Products,   Inc.
     (collectively,  the "Company").  All significant inter-company accounts and
     transactions are eliminated in consolidation.

     Basis of Presentation
     ---------------------

     The accompanying financial statements have been prepared in conformity with
     accounting  principles  generally  accepted in the United States of America
     for interim financial  information and with the instructions to Form 10-QSB
     and Regulation S-B. Accordingly, they do not include all of the information
     and footnotes required by accounting  principles  generally accepted in the
     United States of America for complete financial statements.  In the opinion
     of management, all normal, recurring adjustments considered necessary for a
     fair  presentation have been included.  The financial  statements should be
     read in conjunction with the audited financial statements and notes thereto
     included in the  Company's  Annual Report on Form 10-KSB for the year ended
     December 31, 2002.  The results of operations for the six months ended June
     30, 2003 are not necessarily indicative of the results that may be expected
     for the year ended December 31, 2003.

     Going Concern
     -------------

     The  Company  has  received a report  from its  independent  auditors  that
     includes an  explanatory  paragraph  describing  the  uncertainty as to the
     Company's  ability  to  continue  as  a  going  concern.   These  financial
     statements  contemplate  the ability to continue as such and do not include
     any adjustments that might result from this uncertainty.

                                       F-8

                                                                              21
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                           NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Revenue Recognition
     -------------------

     Revenues are  recognized  upon (i)  shipment of the products to  customers,
     (ii) when collection of the outstanding  receivable is probably,  and (iii)
     the final price of the product is  determined.  Revenues are shown net of a
     reserve for  returns and an  allowance  for price  protection.  The Company
     provides an allowance, based upon experience, for returned merchandise.

     The  allowance  for price  protection  is an allowance  for rapid  changing
     technology or changing price points for the Company's customers.  At a time
     agreed to by the Company's sales team and the customer, a quantity count is
     taken by the  customer of inventory  on hand.  A price  protection  is then
     issued for the price decline.  The allowance is  periodically  adjusted for
     actual experience.

     Cash and Cash Equivalents
     -------------------------

     For purposes of the  statements  of cash flows,  the Company  considers all
     highly  liquid  investments  purchased  with  original  maturities of three
     months or less to be cash equivalents.

     Inventory
     ---------

     Inventory  is  stated  at the  lower  of  cost  or  market  (estimated  net
     realizable value). Cost is determined using the average cost method,  which
     approximates the first-in,  first-out method. Net realizable value is based
     on forecasts for sales of the Company's  products in the ensuing years. The
     industry  in  which  the  Company   operates  is   characterized  by  rapid
     technological  advancement  and  change.  Should  demand for the  Company's
     products  prove to be  significantly  less than  anticipated,  the ultimate
     realizable  value of the Company's  inventory could be  substantially  less
     than the amount shown on the accompanying condensed balance sheet.

     Property and Equipment
     ----------------------

     Property  and  equipment  are  stated at cost.  The  Company  provides  for
     depreciation and amortization using the straight-line method over estimated
     useful lives of three to seven years.

     Expenditures  for  maintenance  and repairs are  charged to  operations  as
     incurred while renewals and betterments are capitalized. Gains or losses on
     the sale of property  and  equipment  are  reflected in the  statements  of
     operations.

                                       F-9

                                                                              22
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                           NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Impairment of Long-Lived Assets
     -------------------------------

     The Company reviews its long-lived assets for impairment whenever events or
     changes in circumstances  indicate that the carrying amount of an asset may
     not be  recoverable.  Recoverability  of  assets  to be  held  and  used is
     measured by a comparison of the carrying amount of the assets to future net
     cash  flows  expected  to be  generated  by the  assets.  If the assets are
     considered to be impaired,  the  impairment to be recognized is measured by
     the  amount by which the  carrying  amount  exceeds  the fair  value of the
     assets. To date, an impairment has not occurred.

     Fair Value of Financial Instruments
     -----------------------------------

     The  Company's  financial  instruments  include cash and cash  equivalents,
     accounts receivable, accounts payable, and accrued expenses. The book value
     of all other financial instruments are representative of their fair values.

     Co-op Advertising
     -----------------

     Co-op  advertising  covers  all  advertising  and  promotions  given to the
     Company's  customers.  Customers  receive the credit either as a percentage
     deduction from each invoice being paid or on a case by case basis.

     Warranties
     ----------

     The  Company  provides  limited  warranties  of one  year  from the date of
     purchase of its products. No accrual has been made for warranty liabilities
     because they are not expected to be significant.

     Concentrations of Credit Risk
     -----------------------------

     The Company  extends  credit to its customers and performs  ongoing  credit
     evaluations of such  customers.  The Company does not obtain  collateral to
     secure  its  accounts  receivable.   The  Company  evaluates  its  accounts
     receivable  on a  regular  basis for  collectibility  and  provides  for an
     allowance for potential credit losses as deemed necessary.

     All of the  Company's  revenues  are derived  from two products in a single
     product line.

     Three  customers  accounted for 16%, 12%, and 10% of the Company's  product
     sales for the six months ended June 30, 2003. At June 30, 2003, amounts due
     from  these  three  customers  amounted  to 25%,  4%,  and 40% of  accounts
     receivable,  respectively.  Two customers  accounted for 28% and 19% of the
     Company's product sales for the six months ended June 30, 2002. At June 30,
     2002,  amounts  due from  these two  customers  amounted  to 61% and 23% of
     accounts receivable.

                                      F-10

                                                                              23
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                           NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Concentrations of Credit Risk (Continued)
     -----------------------------------------

     Three  suppliers  accounted for 60%, 19% and 13% of the  Company's  cost of
     sales for the six months ended June 30, 2003.  Two suppliers  accounted for
     79% and 11% of the  Company's  cost of sales for the six months  ended June
     30, 2002.

     Loss per Share
     --------------

     The  Company  discloses  loss per share in  accordance  with  Statement  of
     Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per Share."
     Basic loss per share is  computed  by  dividing  loss  available  to common
     shareholders by the  weighted-average  number of common shares outstanding.
     Diluted  loss per share is computed  similar to basic loss per share except
     that the  denominator  is  increased  to include  the number of  additional
     common  shares that would have been  outstanding  if the  potential  common
     shares had been issued and if the  additional  common shares were dilutive.
     Because the Company has  incurred  net losses,  basic and diluted  loss per
     share are the same.

     Income Taxes
     ------------

     The Company  utilizes SFAS No. 109,  "Accounting  for Income  Taxes," which
     requires the  recognition  of deferred tax assets and  liabilities  for the
     expected  future tax  consequences of events that have been included in the
     financial  statements or tax returns.  Under this method,  deferred  income
     taxes  are  recognized  for  the  tax   consequences  in  future  years  of
     differences  between  the tax bases of  assets  and  liabilities  and their
     financial  reporting amounts at each year-end based on enacted tax laws and
     statutory tax rates  applicable to the periods in which the differences are
     expected to affect taxable income.  Valuation  allowances are  established,
     when necessary,  to reduce deferred tax assets to the amount expected to be
     realized.

     Advertising Expense
     -------------------

     The Company  expenses all  advertising  costs,  including  direct  response
     advertising,  as they are incurred.  Advertising expense for the six months
     ended June 30, 2003 and 2002 was $24,030 and $0, respectively.

     Estimates
     ---------

     The  preparation  of  financial  statements  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts  of  revenue  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

                                      F-11

                                                                              24
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                           NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Recently Issued Accounting Pronouncements
     -----------------------------------------

     In April 2003, the Financial  Accounting  Standards  Board ("FASB")  issued
     SFAS No. 149,  "Amendment of Statement 133 on  Derivative  Instruments  and
     Hedging  Activities."  SFAS No.  149 amends and  clarifies  accounting  and
     reporting for derivative  instruments and hedging activities under SFAS No.
     133,  "Accounting for Derivative  Instruments and Hedging Activities." SFAS
     No. 149 is effective  for  derivative  instruments  and hedging  activities
     entered into or modified  after June 30, 2003,  except for certain  forward
     purchase  and  sale  securities.   For  these  forward  purchase  and  sale
     securities,  SFAS No. 149 is effective for both new and existing securities
     after June 30, 2003. This statement is not applicable to the Company.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS  No.  150  establishes  standards  for how an  issuer  classifies  and
     measures  in  its  statement  of  financial   position  certain   financial
     instruments  with  characteristics  of  both  liabilities  and  equity.  In
     accordance with the standard, financial instruments that embody obligations
     for the issuer are required to be classified as  liabilities.  SFAS No. 150
     will be effective for financial  instruments entered into or modified after
     May 31, 2003 and otherwise  will be effective at the beginning of the first
     interim  period  beginning  after  June 15,  2003.  This  statement  is not
     applicable to the Company.


NOTE 3 - PROPERTY AND EQUIPMENT

     Property and equipment at June 30, 2003 consisted of the following:

             Computers                               $     3,000
             Equipment                                    10,193
             Furniture and fixtures                        7,585
                                                     -----------

                                                          20,778
             Less accumulated depreciation                 9,249
                                                     -----------

                 Total                               $    11,529
                                                     ===========

     Depreciation  expense  was $2,072 and $2,982 for the six months  ended June
     30, 2003 and 2002, respectively.


                                      F-12

                                                                              25
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                           NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 4 - RESERVE FOR CUSTOMER RETURNS AND ALLOWANCES

     Reserve for customer  returns and  allowances at June 30, 2003 consisted of
     the following:

             Returns                                              $111,726
             Co-op advertising                                       9,659
                                                                  --------

                 Total                                            $121,385
                                                                  ========


NOTE 5 - COMMITMENTS AND CONTINGENCIES

     Leases
     ------

     The Company  leases its office  facilities  and certain  equipment  under a
     month-to-month  agreement and  non-cancelable  operating lease  agreements,
     which require monthly payments of $3,214 and expire through September 2004.
     Future minimum  payments under these lease agreements at June 30, 2003 were
     as follows:

               12 Months
                 Ending
                June 30,
                --------

                  2004                                             $33,297
                  2005                                               8,385
                                                                   -------

                      Total                                        $41,682
                                                                   =======

     Rent expense  amounted to $20,598 and $22,691 for the six months ended June
     30, 2003 and 2002, respectively.

     Litigation
     ----------

     The Company may become  involved in certain  legal  proceedings  and claims
     which arise in the normal course of business.  Management  does not believe
     that the  outcome  of these  matters  will  have a  material  effect on the
     Company's financial position or results of operations.


NOTE 6 - SHAREHOLDERS' EQUITY

     Common Stock
     ------------

     During the six months  ended  June 30,  2003,  the  Company  completed  the
     following:

     o    In March, April, and May 2003, issued 2,371,980 shares of common stock
          upon the receipt of funds for $244,000.

                                      F-13

                                                                              26
<PAGE>
                                             NORTHWEST GOLD, INC. AND SUBSIDIARY
                           NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                                       June 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 6 - SHAREHOLDERS' EQUITY (Continued)

     Common Stock (Continued)
     ------------------------

     o    In  February  2003,  issued  1,256,039  shares of stock as payment for
          accounts payable of $260,000

     Common Stock for Services Rendered
     ----------------------------------

     During the six months  ended  June 30,  2003,  the  Company  completed  the
     following:

     o    In May  2003,  issued  86,956  shares of  common  stock  for  services
          rendered  valued at $18,000,  which was the fair  market  value of the
          services rendered.

     o    In May 2003,  issued  259,493 shares of common stock valued at $25,715
          for services rendered during the year ended December 31, 2002


NOTE 7 - RELATED PARTY TRANSACTIONS

     During the six months ended June 30, 2003, the Company purchased $57,500 of
     inventory from a company that is also a shareholder.  At June 30, 2003, the
     Company  had an accounts  payable  balance  due to this  related  entity of
     $1,046.

     During the six months  ended June 30,  2002,  an entity  controlled  by the
     Company's Chief Executive  Officer paid expenses totaling $79,618 on behalf
     of the  Company.  At June 30,  2003,  the Company  had an accounts  payable
     balance due to this related company of $329,015.




                                      F-14

                                                                              27
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         NORTHWEST GOLD, INC.
                                         (Registrant)

                                         Dated: August 14, 2003


                                         By: s/ Jim LaVoie
                                            -----------------------------------
                                            Jim LaVoie, Chief Financial Officer

                                 CERTIFICATIONS

We, David Ahn and Jim LaVoie, certify that:

     1.   We have  reviewed  this  quarterly  report on Form 10-QSB of Northwest
          Gold, Inc. (the "Registrant" or the "Company");

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

     3.   Based on our knowledge, the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   We  are  responsible  for  establishing  and  maintaining   disclosure
          controls and  procedures  (as defined in Exchange Act Rules 13a-14 and
          15d-14) for the Registrant and have;

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

          b.   evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls and  procedures  as of a date within ninety (90) days of
               the filing date of this quarterly report (the "Evaluation Date");
               and

                                                                              28

<PAGE>


          c.   presented in this quarterly report my/our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               my/our evaluation as of the Evaluation Date;

     5.   We have  disclosed,  based on my/our  most recent  evaluation,  to the
          Registrant's  auditors  and the Audit  Committee  of the  Registrant's
          Board of Directors (or persons performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the Registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  Registrant's  auditors any material
               weakness in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   We have indicated in this  quarterly  report whether or not there were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          my/our most recent  evaluation,  including any corrective actions with
          regard to significant deficiencies and material weaknesses.


Dated: August 14, 2003               By: s/ David Ahn
                                        ----------------------------------------
                                         David Ahn, Chief Executive Officer


Dated: August 14, 2003               By: s/ Jim LaVoie
                                        ----------------------------------------
                                        Jim LaVoie, Chief Financial Officer

                                                                              29