================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-QSB

|X|  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended March 31, 2001



|_|  Transition report under Section 13 or 15(d) of the Exchange Act of 1934

         For the transition period from ________________ to ________________


Commission file number: 333-53757


                            McHENRY METALS GOLF CORP.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            Nevada                                            87-0429261
(State or Other Jurisdiction of                             (IRS Employer
Incorporation or Organization)                            Identification No.)


               1945 Camino Vida Roble, Suite J, Carlsbad, CA 92008
                    (Address of Principal Executive Offices)

                                 (760) 929-0015
              (Registrant's Telephone Number, Including Area Code)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that Registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes _X_       No __

On June 22, 2001,  25,204,551 shares of the Registrant's Common Stock, par value
of $0.001, were outstanding.

================================================================================

<PAGE>



Index                                                                   Page No.
-----                                                                   --------

PART I       FINANCIAL INFORMATION

Item 1.      Financial Statements:

             Condensed Consolidated Balance Sheet .....................        3

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

             Condensed Consolidated Statements of Cash Flows ..........        5

             Notes to Condensed Consolidated Financial Statements .....        6

Item 2.      Management's Discussion and Analysis of
                 Financial Condition and Results of Operations  .......       10


PART II      OTHER INFORMATION

Item 3.      Defaults upon Senior Securities ..........................       12

Item 6.      Exhibits and Reports on Form 8-K .........................       12


SIGNATURES ...........................................................        14


EXHIBIT INDEX.........................................................        15


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            McHENRY METALS GOLF CORP.
                                  BALANCE SHEET
                           MARCH 31, 2001 (UNAUDITED)
<TABLE>
<S>                                                                                        <C>
ASSETS
Current Assets
     Cash                                                                                  $      2,300
     Accounts receivable, net                                                                      --
     Inventories                                                                                 64,900
     Other current assets                                                                        53,500
-------------------------------------------------------------------------------------------------------
Total Current Assets                                                                            120,700
Equipment and leasehold improvements, net                                                        88,300
Other non-current assets                                                                         30,200
-------------------------------------------------------------------------------------------------------
Total Assets                                                                               $    239,200
=======================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Line of credit borrowings, due on demand                                              $    487,600
     Current portion of leases payable                                                            5,500
     Loan Payable - Other                                                                         2,000
     Accounts payable and accrued liabilities                                                 1,188,600
     Accrued compensation                                                                       150,300
-------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                                     1,834,000
-------------------------------------------------------------------------------------------------------

Notes payable, convertible to equity                                                            559,000
-------------------------------------------------------------------------------------------------------

Leases payable, less current portion                                                               --
-------------------------------------------------------------------------------------------------------

Total Long Term Liabilities                                                                     559,000
-------------------------------------------------------------------------------------------------------
Commitments and Contingencies
Subsequent Event

Shareholders' Deficit
     Preferred stock, $0.001 par value; 5,000,000 shares authorized;
        no shares issued or outstanding                                                            --
     Common stock, $0.001 par value; 50,000,000 shares authorized; 23,829,600 issued and
        outstanding                                                                              23,800
     Additional paid-in capital                                                              17,427,400
     Accumulated deficit                                                                    (19,605,000)
-------------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                                                  (2,153,800)
-------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                                                $    239,200
=======================================================================================================
</TABLE>

                 See accompanying notes to financial statements.

                                       3
<PAGE>

                            McHENRY METALS GOLF CORP.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                       2001             2000
===============================================================================
Net sales                                            $ 137,400        $ 734,500
Cost of goods sold                                     120,700          527,500
-------------------------------------------------------------------------------
Gross profit                                            16,700          207,000
Selling expenses                                        32,700          151,100
General and administrative expenses                    233,000          125,100
Research and development costs                           1,900           21,200
-------------------------------------------------------------------------------
Loss from operations                                  (250,900)         (90,400)
Interest expense, net                                  (13,900)         (18,800)
Other expense                                            8,700          (39,900)
-------------------------------------------------------------------------------

Net loss                                             $(256,100)       $(149,100)
===============================================================================


Basic and diluted loss per share                     $   (0.01)       $   (0.01)
===============================================================================

                 See accompanying notes to financial statements.



                                       4
<PAGE>

                            McHENRY METALS GOLF CORP.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                 ---------------------------
                                                                     2001             2000
============================================================================================
<S>                                                               <C>              <C>
Cash flows used in operating activities:
Net loss                                                          $(256,100)       $(149,100)
Adjustments to reconcile net loss to cash used in operating
  activities:
    Stock issued for services                                        27,600             --
    Present Value of Notes Payable                                  (32,700)            --
    Stock Issued for Compensation                                      --                100
    Deferred costs on unrecognized sales                             29,200           (2,100)
    Depreciation and amortization                                    18,000           28,800
Changes in operating assets and liabilities:
    Accounts Receivable                                                (100)            --
    Inventories                                                      57,900          331,600
    Other current assets                                             53,200           29,500
    Other non-current assets                                           --             (4,000)
    Accounts payable and accrued liabilities                            700          (35,400)
    Accrued compensation                                             96,000             (300)
--------------------------------------------------------------------------------------------
Cash used in operating activities                                    (6,300)         199,100
--------------------------------------------------------------------------------------------
Cash flows from investing activities:
    Purchases of equipment and leasehold improvements                  --               --
--------------------------------------------------------------------------------------------
Cash used in investing activities                                      --               --
--------------------------------------------------------------------------------------------
Cash flows from financing activities:
    Net borrowings (repayments) under line of credit                   --               --
    Loan Payable - Other                                              2,000             --
    Principal payments on leases payable                               --             (8,200)
    Net proceeds from sale of common stock                             --               --
--------------------------------------------------------------------------------------------
Cash provided by (Used In) financing activities                       2,000           (8,200)
--------------------------------------------------------------------------------------------
Net (decrease)/increase in cash                                      (4,300)         190,900
Cash at beginning of period                                           6,600           20,600
--------------------------------------------------------------------------------------------
Cash at end of period                                             $   2,300        $ 211,500
--------------------------------------------------------------------------------------------
Non Cash Financing
--------------------------------------------------------------------------------------------
    Stock issued for goods and services                              27,600             --
--------------------------------------------------------------------------------------------
    Stock issued for compensation                                      --                100
--------------------------------------------------------------------------------------------
    Note payable converted to stock                                    --               --
============================================================================================
</TABLE>

                 See accompanying notes to financial statements.



                                       5
<PAGE>

                            McHENRY METALS GOLF CORP.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1  - Quarterly Financial Statements

The accompanying financial statements and related notes as of March 31, 2001 and
for the three month  periods  ended March 31,  2001 and 2000 are  unaudited  but
include all adjustments  (consisting of normal recurring adjustments) which are,
in the  opinion of  management,  necessary  for a fair  statement  of  financial
position and results of operations of the Company for the interim  periods.  Due
to the Company's  limited  operating  history,  management  has elected to defer
recognition  on product sales until the related  accounts  receivable  have been
collected.  This basis of revenue  recognition is expected to continue until, in
the opinion of management,  there exists sufficient history of customer payments
and returns to provide a reasonable  basis to conclude that revenue is earned at
the point of shipment.  Certain  prior year amounts  have been  reclassified  to
conform to the current  year  presentation.  The results of  operations  for the
three-month  period ended March 31, 2001 is not  necessarily  indicative  of the
operating  results to be expected  for the full  fiscal  year.  The  information
included in this report should be read in conjunction with the Company's audited
consolidated  financial  statements and notes thereto and the other information,
including  risk factors,  set forth for the year ended  December 31, 2000 in the
Company's Annual Report on Form 10-KSB. Readers of this Quarterly Report on Form
10-QSB are strongly  encouraged  to review the  Company's  Annual Report on Form
10-KSB. Copies are available from the Company's investor relations department at
1945 Camino Vida Roble, Suite J, Carlsbad, California 92008-6529.


NOTE 2 - INVENTORIES

     Inventories consist of:

                                                              March 31,
                                                                2001
                                                             ----------
                                                             (unaudited)
          Raw materials ........................               $40,800
          Finished goods .......................                24,100
                                                               -------
                                                               $64,900
                                                               =======

NOTE 3  -  NET LOSS PER SHARE

Loss per share is calculated  pursuant to the Statement of Financial  Accounting
Standards  No. 128,  "Earnings  per Share"  ("SFAS  128").  Basic loss per share
includes no  dilution  and is computed  by  dividing  loss  available  to common
shareholders  by the weighted  average number of shares  outstanding  during the
period.  Diluted loss per share  reflects the  potential  dilution of securities
that could share in the earnings of the Company.

The following  table  illustrates  the computation of basic and diluted loss per
share:

<TABLE>
<CAPTION>
                                                                      Three Months Ended March 31,
                                                                   ---------------------------------
                                                                         2001             2000
                                                                   ----------------    ------------
<S>                                                                <C>                 <C>
     Numerator:
           Net loss available for common stockholders              $       (256,100)   $   (149,100)
                                                                   ================    ============

     Denominator:
     Weighted average number of common shares outstanding during
        the period                                                       23,497,300      18,230,900
                                                                   ================    ============
     Basic and diluted loss per share                              $          (0.01)   $      (0.01)
                                                                   ================    ============
</TABLE>



                                       6
<PAGE>

                                                       McHenry Metals Golf Corp.
                                       Notes to Financial Statements (Continued)
--------------------------------------------------------------------------------

The  computation  of diluted loss per share  excludes the effect of  incremental
common shares  attributable to the exercise of outstanding  common stock options
and warrants  because their effect would be antidilutive  due to losses incurred
by the Company during periods presented.

NOTE 4  -  LINE OF CREDIT

In July  1998,  the  Company  obtained  a  $3,000,000  bank line of credit  that
provided  an advance on  eligible  accounts  receivable  and was  secured by the
assets  of the  Company.  Due to slow  customer  payments,  the  Company  became
over-advanced  in its position with the bank.  The line of credit was reduced to
$930,000  and the  expiration  date of the line of credit  changed from July 30,
1999 to November  11,  1998.  As of December  31,  1998,  the Company was not in
compliance with most of its loan covenants of the line of credit  agreement.  On
January 29, 1999, the Company and the bank  negotiated an amended line of credit
agreement  which revised the maturity date from February 11, 1999 to the earlier
of the  Company's  sale of  $2,000,000  in  additional  equity or May 11,  1999,
increased  the interest  rate to prime plus 7%,  reduced the amount which can be
borrowed  to $870,000  (the  outstanding  balance as of that date) and  required
principal  payments  should the  Company's  borrowing  base be  insufficient  to
support the outstanding  balance on the dates the payments were due: $125,000 as
of March 31, 1999 (which was paid on March 31,  1999);  $150,000 as of April 30,
1999 (which was not paid); and $175,000 on May 10, 1999 (which was not paid). On
July 30, 1999, the Company and the bank negotiated an additional amendment (when
it appeared  the  Company  would be able to secure  another  line of credit from
another  source) which reduced the line of credit to $665,000,  set the maturity
date to July 15,  1999,  established  a  repayment  schedule of $50,000 per week
until the debt is paid in full.  When it became  apparent that the Company would
not be able to obtain a  replacement  line of  credit,  the bank  permitted  the
Company to make payments in the amount of 20% of its daily cash  collections  on
trade receivables. Payments under this unwritten plan continued until the end of
October 1999,  when the Company  advised the bank that it would require all cash
collections at that time in order to meet its monthly expenses.

On May 4, 2000, the Company and the bank signed a new forbearance agreement.  At
that time,  the Company paid all past due interest at a fixed rate of 12.5% from
September  15, 1999 to May 4, 2000 and agreed to pay interest  monthly at a rate
of 4% over prime  during  the  forbearance  period.  The  forbearance  agreement
extended the loan until  August 31, 2000,  and, if the loan balance was $300,000
or less at that time,  the agreement  would have further  extended until October
31, 2000.  The Company did not achieve a loan  balance  reduction to $300,000 by
August 31, 2000. In the May 4th forbearance agreement, the Company agreed to and
implemented  a  daily  principal  paydown  program  of 20% of its  net  accounts
receivable and cash collections. However, to accelerate principal reductions, on
August 17, 2000 the Company implemented an increase of its paydown percentage to
50% for a period of  approximately  three  weeks  until  September  7, 2000.  In
anticipation  of the  August  31,  2001,  termination  of the  loan  forbearance
agreement,  and in order to further  protect its interest in collateral  pledged
pursuant to terms within the original loan  agreement,  the bank chose to file a
legal proceeding  granting rights for possession of inventory  collateral should
it desire to execute on such rights. During additional  forbearance  discussions
and until such a forbearance  was agreed to, the Company  agreed to a stipulated
order to maintain its ordinary course of business and not to otherwise remove or
impair the value of the bank's collateral.  Additionally,  the Company agreed to
continue loan principal reductions as percentage of accounts receivable and cash
collections.  As of November 14, 2000,  the Company and the bank agreed to terms
for an  additional  period  of  forbearance  extending  to the  earlier  date of
February 15, 2001 or completion of any merger  transaction,  from which a payoff
would ensue upon the transaction's completion.



                                       7
<PAGE>

                                                       McHenry Metals Golf Corp.
                                       Notes to Financial Statements (Continued)
--------------------------------------------------------------------------------

In February,  2001 discussion commenced for an additional  forbearance and terms
for a discounted  settlement  agreement for all remaining  balances.  As further
protection  of  the  bank's  collateral,   the  Company  on  February  21,  2001
voluntarily  released a portion of its inventory to be stored temporarily in the
bank's possession.

On May 17, 2001 the bank and the Company  entered  into a period of  forbearance
until  October 31, 2001 and the bank agreed that should the Company make payment
to the bank of $40,000 by June 15, 2001 and $60,000 by July 15,  2001,  then the
bank would deem all  balances  owed to be fully paid and  satisfied  and thereby
discharge  and release  the Company  from  responsibility  to pay any  remaining
balance.  All inventory  existing  within the bank's control  subsequent to such
$40,000 payment made will be released back to the company.

As of June 22,  funds to make the June 15 payment had not been  procured and the
Company was negotiating to obtain an additional  extension of time,  however, as
of that date, no further extension had been granted.

NOTE 5  -  NOTES PAYABLE, CONVERTIBLE TO EQUITY

On April 30, 2001 the company converted  $110,000 of Notes Payable,  Convertible
Debentures to Common Stock.

NOTE 6  -  COMMITMENTS AND CONTINGENCIES

Agreements

The Company has no current open agreements.

Litigation

The Company is  involved in various  claims  arising in the  ordinary  course of
business including: two pending creditor actions pertaining to past due accounts
payable  claims  totaling  approximately  $18,564.39;  a  collection  proceeding
pertaining  to an unpaid  remaining  balance of an expired  bank line of credit,
totaling a principal  balance  remaining of approximately  $487,600 which, as of
May 17,  2001,  a total  indebtedness  settlement  agreement  has been  mutually
entered  into for  $100,000  (see Note 4 - Bank Line of  Credit);  and a related
party action alleging breach of fulfillment of a purchase  contract,  whereby an
action was filed for performance to complete the purchase of a certain inventory
component  purchase order.  Principal  amounts  claimed  pertaining to creditors
actions  are  reflected  as  payables  within  the  liabilities  section  of the
Company's  financial  statements;  none  of  these  claims,  in the  opinion  of
management,  is expected to have a material  adverse impact on operations of the
Company.

NOTE 7  -  GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern.  A number of factors,  including the Company's
history of significant losses, negative working capital, its accumulated deficit
and the need to restructure debt which is currently in default


                                       8
<PAGE>

                                                       McHenry Metals Golf Corp.
                                       Notes to Financial Statements (Continued)
--------------------------------------------------------------------------------

raise  substantial  doubts  about the  Company's  ability to continue as a going
concern.  As of March 31,  2001,  the  Company  has an  accumulated  deficit  of
$19,605,000  and a working  capital  deficiency  of  $1,713,300.  The Company is
currently  in default  under the terms of its  revolving  line of credit  with a
bank.  The Company  does not possess  sufficient  cash  resources  to repay this
obligation  and the Company would be unable to repay this loan in the event that
such demand was made by the Company's creditor (see Note 4). These factors raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern.

In this regard,  management is proposing to raise any necessary additional funds
not provided by its planned  operations  through  additional sales of its equity
securities pursuant to the exercise of outstanding warrants or otherwise.  There
is no assurance  that the Company will be successful in raising this  additional
capital  or  achieving  profitable   operations.   The  accompanying   financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

NOTE 8  -  FORWARD-LOOKING STATEMENTS

These condensed  consolidated financial statements and the notes thereto contain
forward-looking  statements,  which involve substantial risks and uncertainties.
The Company's actual results could differ  materially from those  anticipated in
these forward-looking  statements as a result of certain factors,  including the
effects of debt restructuring.



                                       9
<PAGE>

ITEM 2 -  MANAGMEENT'S  DISCUSSION  AND  ANAYLYSIS  OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations contains forward-looking statements,  which involve substantial risks
and  uncertainties.  The Company's  actual results could differ  materially from
those  anticipated  in these  forward-looking  statements as a result of certain
factors,  including  those  set  forth in this  section  and  elsewhere  in this
Quarterly Report on Form 10-QSB.

RESULTS OF OPERATIONS

Net Sales

Net sales for the three months ended March 31, 2000,  were $ 137,400 as compared
to net sales of $734,500 for the first quarter of 2000.

Due to the Company's limited operating history,  management has elected to defer
recognition  of revenue on product sales until the related  accounts  receivable
have been collected.  This basis of revenue  recognition is expected to continue
until, in the opinion of management, there exists sufficient history of customer
payments and returns to provide a reasonable  basis to conclude  that revenue is
earned at the point of shipment.  As a result of this  policy,  net sales do not
include  the sales  value of  shipments  for which the  Company has not yet been
paid.

Cost of Goods Sold

Cost of goods sold was $120,700  (87.8% of net sales) for the three months ended
March 31,  2001,  as  compared  to  $527,500  (71.8% of net sales) for the first
quarter of 2000.

Gross Profit

Gross profit was $16,700  (12.2% of net sales) for the first  quarter of 2001 as
compared to $207,000 (28.18% of Net Sales) for the first quarter of 2000.

Selling Expenses

Selling  expenses  were  $32,700  for the three  months  ended  March 31,  2001,
compared to $151,100 for the first quarter of 2000.

General and Administrative Expenses

General and  administrative  expenses  were  $233,000 for the three months ended
March 31, 2001 as compared to $125,100 for the first quarter of 2000.



                                       10
<PAGE>

Effects of Income Taxes

The Company believes that it has sufficient  losses to offset any taxable income
that will be generated  in the current  year.  As a result,  the Company has not
recorded a provision for income taxes for the three-month period ended March 31,
2001.

The Company  believes that it may have incurred an ownership  change pursuant to
Section 382 of the Internal Revenue Code and, as a result,  the Company believes
that its  ability to utilize  net  operating  loss and credit  carryforwards  in
subsequent periods may be subject to annual limitations.

LIQUIDITY AND CAPITAL RESOURCES

During the first  quarter of 2001,  the  operating  activities  used  $6,300 and
financing  activities  provided  $2,000.  At March 31,  2001,  the Company had a
working capital deficiency of $1,713,400,  an accumulated deficit of $19,605,100
and had $487,600 outstanding under a bank line of credit, which was in default.

During the first quarter of 2000,  operating  activities  provided  $199,100 and
financing  activities used $8,200.  At March 31, 2000, the Company had a working
capital deficiency of $2,282,400,  an accumulated deficit of $18,489,500 and had
$541,700 outstanding under a bank line of credit, which was in default.

FUTURE OPERATIONS - STATUS AS A GOING CONCERN

The financial  statements  of the Company have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  However,  the Company is newly formed, has incurred
losses  since its  inception  and has not yet been  successful  in  establishing
profitable  operations.  The Company's  independent certified public accountants
have included an explanatory paragraph in their audit report with respect to the
Company's 2000 consolidated  financial statements related to a substantial doubt
with respect to the Company's  ability to continue as a going  concern.  In this
regard,  management  is proposing to raise any  necessary  additional  funds not
provided by its planned operations through loans and/or through additional sales
of its equity  securities  pursuant to the  exercise  of warrants or  otherwise.
However,  there is no assurance  that the Company will be  successful in raising
additional capital or achieving profitable operations.  The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.  There can be no assurance that the Company's  future  consolidated
financial   statements  will  not  include  another  going  concern  explanatory
paragraph  if the  Company  is  unable  to raise  additional  funds  and  become
profitable.  The  factors  leading  to, and the  existence  of, the  explanatory
paragraph may have a material adverse effect on the Company's  ability to obtain
additional financing.


                                       11
<PAGE>


                           PART II - OTHER INFORMATION

Item 3.  Defaults upon Senior Securities

In July  1998,  the  Company  obtained  a  $3,000,000  bank line of credit  that
provided  an advance on  eligible  accounts  receivable  and was  secured by the
assets  of the  Company.  Due to slow  customer  payments,  the  Company  became
over-advanced  in its position with the bank.  The line of credit was reduced to
$930,000  and the  expiration  date of the line of credit  changed from July 30,
1999 to November  11,  1998.  As of December  31,  1998,  the Company was not in
compliance with most of its loan covenants of the line of credit  agreement.  On
January 29, 1999, the Company and the bank  negotiated an amended line of credit
agreement  which revised the maturity date from February 11, 1999 to the earlier
of the  Company's  sale of  $2,000,000  in  additional  equity or May 11,  1999,
increased  the interest  rate to prime plus 7%,  reduced the amount which can be
borrowed  to $870,000  (the  outstanding  balance as of that date) and  required
principal  payments  should the  Company's  borrowing  base be  insufficient  to
support the outstanding  balance on the dates the payments were due: $125,000 as
of March 31, 1999 (which was paid on March 31,  1999);  $150,000 as of April 30,
1999 (which was not paid); and $175,000 on May 10, 1999 (which was not paid). On
July 30, 1999, the Company and the bank negotiated an additional amendment (when
it appeared  the  Company  would be able to secure  another  line of credit from
another  source) which reduced the line of credit to $665,000,  set the maturity
date to July 15,  1999,  established  a  repayment  schedule of $50,000 per week
until the debt is paid in full.  When it became  apparent that the Company would
not be able to obtain a  replacement  line of  credit,  the bank  permitted  the
Company to make payments in the amount of 20% of its daily cash  collections  on
trade receivables. Payments under this unwritten plan continued until the end of
October 1999,  when the Company  advised the bank that it would require all cash
collections at that time in order to meet its monthly expenses.

On May 4, 2000, the Company and the bank signed a new forbearance agreement.  At
that time,  the Company paid all past due interest at a fixed rate of 12.5% from
September  15, 1999 to May 4, 2000 and agreed to pay interest  monthly at a rate
of 4% over prime  during  the  forbearance  period.  The  forbearance  agreement
extended the loan until  August 31, 2000,  and, if the loan balance was $300,000
or less at that time,  the agreement  would have further  extended until October
31, 2000.  The Company did not achieve a loan  balance  reduction to $300,000 by
August 31, 2000. In the May 4th forbearance agreement, the Company agreed to and
implemented  a  daily  principal  paydown  program  of 20% of its  net  accounts
receivable and cash collections. However, to accelerate principal reductions, on
August 17, 2000 the Company implemented an increase of its paydown percentage to
50% for a period of  approximately  three  weeks  until  September  7, 2000.  In
anticipation  of the  August  31,  2001,  termination  of the  loan  forbearance
agreement,  and in order to further  protect its interest in collateral  pledged
pursuant to terms within the original loan  agreement,  the bank chose to file a
legal proceeding  granting rights for possession of inventory  collateral should
it desire to execute on such rights. During additional  forbearance  discussions
and until such a forbearance  was agreed to, the Company  agreed to a stipulated
order to maintain its ordinary course of business and not to otherwise remove or
impair the value of the bank's collateral.  Additionally,  the Company agreed to
continue loan principal reductions as percentage of accounts receivable and cash
collections.  As of November 14, 2000,  the Company and the bank agreed to terms
for an  additional  period  of  forbearance  extending  to the  earlier  date of
February 15, 2001 or completion of any merger  transaction,  from which a payoff
would ensue upon the transaction's completion.



                                       12
<PAGE>

In February,  2001 discussion commenced for an additional  forbearance and terms
for a discounted  settlement  agreement for all remaining  balances.  As further
protection  of  the  bank's  collateral,   the  Company  on  February  21,  2001
voluntarily  released a portion of its inventory to be stored temporarily in the
bank's possession.

On May 17, 2001 the bank and the Company  entered  into a period of  forbearance
until  October 31, 2001 and the bank agreed that should the Company make payment
to the bank of $40,000 by June 15, 2001 and $60,000 by July 15,  2001,  then the
bank would deem all  balances  owed to be fully paid and  satisfied  and thereby
discharge  and release  the Company  from  responsibility  to pay any  remaining
balance.  All inventory  existing  within the bank's control  subsequent to such
$40,000 payment made will be released back to the company.

As of June 22,  funds to make the June 15 payment had not been  procured and the
Company was negotiating to obtain an additional  extension of time,  however, as
of that date, no further extension had been granted.

Item 6.  Exhibits and Reports on Form 8-K

No reports on form 8-K were filed  during the three month period ended March 31,
2001




                                       13
<PAGE>

                                   SIGNATURES

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


                                        McHENRY METALS GOLF CORP.
                                                     (Registrant)




Date: June 22, 2001             By:     /s/ Bradley J. Wilhite
                                    --------------------------------------------
                                    Bradley J. Wilhite
                                    President, Chief Executive Officer, Director




Date: June 22, 2001             By:     /s/ Theodore Aroney
                                    --------------------------------------------
                                    Theodore Aroney
                                    Chairman of the Board and Secretary






                                       14