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

                       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        September 30, 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.)


              2588 El Camino Real, Suite F-315, 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 December 21, 2001,  25,225,000  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 Balance Sheet ..................................        3

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

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

           Notes to Condensed 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 .........................       13


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


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                            McHenry Metals Golf Corp.
                                  Balance Sheet
                         SEPTEMBER 30, 2001 (Unaudited)
ASSETS
Current Assets
     Cash                                                            $      200
     Accounts receivable, net                                                 0
     Inventories                                                              0
     Other current assets                                                 7,100
-------------------------------------------------------------------------------
Total Current Assets                                                      7,300
Equipment and leasehold improvements, net                                66,800
Other non-current assets                                                 25,100
-------------------------------------------------------------------------------
Total Assets                                                         $   99,200
===============================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Loan payable, shareholder/director                              $  436,700
     Current portion of leases payable                                    5,500
     Current portion of debt convertible to equity                      220,100
     Loan payable - Other                                                 5,500
     Accounts payable and accrued liabilities                           978,200
     Accrued compensation                                               292,800
-------------------------------------------------------------------------------
Total Current Liabilities                                             1,938,800
-------------------------------------------------------------------------------

Notes payable, convertible to equity, net of current por                250,000
-------------------------------------------------------------------------------

Leases payable, less current portion                                          0
-------------------------------------------------------------------------------

Total Long Term Liabilities                                             250,000
-------------------------------------------------------------------------------

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; 25,225,000 issued and outstanding                    23,900

     Additional paid-in capital                                      17,527,700

     Accumulated deficit                                            (19,641,200)
--------------------------------------------------------------------------------
Total Stockholders' Deficit                                          (2,089,600)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                            $ 99,200
================================================================================

                 See accompanying notes to financial statements.


                                       3

<PAGE>


                            McHenry Metals Golf Corp.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Three Months              Nine Months
                                                Ended Sept. 30,           Ended Sept. 30,
                                             --------------------    -----------------------
                                                2001       2000         2001         2000
--------------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>          <C>
Net sales                                    $ 10,900    $375,500    $ 249,500    $1,463,400
Cost of goods sold                             17,200     286,700      145,100       880,500
--------------------------------------------------------------------------------------------
Gross profit                                   (6,300)     88,800      104,400       582,900
Selling expenses                               (2,000)    170,300       34,700       601,600
General and administrative expenses            65,100     142,800      418,400       340,700
Research and development costs                      0       5,600        1,900        26,000
--------------------------------------------------------------------------------------------
Loss from operations                          (69,400)    229,900)    (350,600)     (385,400)
Interest income (expense), net                (12,800)    (16,300)     (39,100)      (41,200)
Other income (expense)                         (8,900)    (23,700)      97,500       (45,600)
--------------------------------------------------------------------------------------------
Net profit (loss)                            $(91,100)   $269,900)   $(292,200)   $ (472,200)
============================================================================================
Basic and diluted loss per share             $    0.00   $  (0.01)   $   (0.01)   $    (0.02)
============================================================================================
</TABLE>

                 See accompanying notes to financial statements.



                                       4
<PAGE>




<TABLE>
<CAPTION>
                                                                       Nine Months
                                                                     Ended Sept. 30,
                                                                  ---------------------
                                                                    2001         2000
---------------------------------------------------------------------------------------
<S>                                                              <C>          <C>
Cash flows used in operating activities:
Net loss                                                         $(292,200)   $(472,200)
Adjustments to reconcile net loss to cash used in operating
  activities:
    Stock issued for services                                       27,500        --
    Present Value of Notes Payable                                 (21,300)       --
    Stock Issued for Compensation                                     --         11,700
    Deferred costs on unrecognized sales                            29,200       41,700
    Depreciation and amortization                                   40,000       84,800
    Non Cash Interest Expense                                         --          5,000

Changes in operating assets and liabilities:
    Inventories                                                     71,900      281,900
    Other current assets                                            99,700      159,700
    Other non-current assets                                         4,500       (4,800)
    Accounts payable and accrued liabilities                      (209,700)    (404,900)
    Accrued compensation                                           238,500        8,700
---------------------------------------------------------------------------------------
Cash used in operating activities                                  (11,900)    (288,400)
---------------------------------------------------------------------------------------
Cash flows from investing activities:

     Purchases of equipment and leasehold improvements                --        (3,000)
---------------------------------------------------------------------------------------
Cash used in investing activities                                     --         (3,000)
---------------------------------------------------------------------------------------
Cash flows from financing activities:
    Convertible Debt - convertible to equity                          --        245,000
    Net borrowings (repayments) under line of credit                  --        (46,000)
    Loan Payable - Stockholder                                       5,500        --
    Principal payments on leases payable                              --        (18,700)
    Bank Overdraft                                                    --          --
    Net proceeds from sale of common stock                            --        160,000
---------------------------------------------------------------------------------------
Cash provided by (Used In) financing activities                      5,500      340,300
---------------------------------------------------------------------------------------
Net (decrease)/increase in cash                                     (6,400)      48,900
Cash at beginning of period                                          6,600       20,600
---------------------------------------------------------------------------------------
Cash at end of period                                            $     200    $  69,500
---------------------------------------------------------------------------------------
Non Cash Financing
---------------------------------------------------------------------------------------
    Assignment of inventory to loan payable, director               50,900        --
---------------------------------------------------------------------------------------
    Stock issued for goods and services                             27,500        --
---------------------------------------------------------------------------------------
    Note payable converted to stock                                100,300        --
=======================================================================================
</TABLE>

                 See accompanying notes to financial statements.


                                       5
<PAGE>

Note 1 - Quarterly Financial Statements

The accompanying financial statements and related notes as of September 30, 2001
and for the three and nine month periods  ended  September 30, 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 and nine month periods ended September 30, 2001 are 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 2588 El Camino Real, F-315, Carlsbad,
California 92008.


Note 2 - Inventories

        Inventories consist of:                       Sept. 30, 2001
                                                    -------------------
                                                       (unaudited)
           Raw materials............................  $      0
           Finished goods...........................         0
                                                    -------------------
                                                      $      0
                                                    ===================


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 Sept. 30,   Nine Months Ended Sept. 30,
                                         ------------------------------- -------------------------------
                                                2001           2000            2001           2000
                                         ------------------------------- -------------------------------
<S>                                        <C>            <C>              <C>           <C>
Numerator:
     Net profit (loss) available for
       common stockholders                 $   (91,100)   $  (269,900)     $  (292,200)  $   (472,200)
                                         =============================== ===============================
Denominator:
     Weighted average number of common
       shares outstanding during the
       period                               25,204,600     22,235,900       23,798,100     20,002,700
                                         =============================== ===============================
Basic and diluted profit per share         $      0.00    $     (0.01)     $     (0.01)   $     (0.02)

                                         =============================== ===============================
</TABLE>


                                       6
<PAGE>

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 / Loan payable to shareholder-director

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.

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.


                                       7
<PAGE>

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 would be released  back to the  company.  Attempts by the
company to secure funds to pay the foregoing  were  unsuccessful  resulting in a
rescission of the forbearance agreement.

In mid-August, a director of the company made an offer to the bank to personally
purchase the bank's note. Such offer was initially  rejected by the bank as they
attempted to foreclose upon all company collateral.  However, in late August the
bank  accepted  the  director's  personal  offer  and as of August  24,  2001 an
agreement between the parties as a private transaction without  participation of
the company was entered into for the  purchase  the bank's note,  along with all
covenants and  provisions  attendant to the note.  Terms for such  agreement are
confidential  between the  parties and were not  disclosed  to the  company.  In
connection  with the  transaction,  the director  exercised his rights under the
security  agreement and took  possession of the remaining  inventory,  partially
offsetting the note payable.


Note 5 - NOTES PAYABLE, convertible TO EQUITY

As of December 21, 2001, the company had one note payable,  which is convertible
to equity.


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   $18,600;  a  collection   proceeding
pertaining to an unpaid remaining balance of an expired 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 raise substantial
doubts  about the  Company's  ability  to  continue  as a going  concern.  As of
September 30, 2001, the Company has an accumulated  deficit of $19,641,200 and a
working  capital  deficiency of $1,931,500.  The Company is currently in default
under the terms of its note payable to a director.  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


                                       8
<PAGE>

(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,  or a
business  combination  involving a merger or acquisition.  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 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations 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  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  September 30, 2001 were $10,900,  compared
to net sales of $375,500 for the third  quarter of 2000.  Net sales for the nine
months  ended  September  30,  2001  were  $249,500  compared  to net  sales  of
$1,463,400 for the first nine months 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 $17,200 for the three  months ended  September  30, 2001,
compared to cost of goods sold of $286,700 for the third  quarter of 2000.  Cost
of goods  sold was  $145,100  for the nine  months  ended  September  30,  2001,
compared to cost of goods sold of $880,500 for the first nine months of 2000.

Gross Profit

Gross  profit was  ($6,300)  for the three  months  ended  September  30,  2001,
compared to gross profit of $88,800 for the third quarter of 2000.  Gross profit
for the nine months ended  September  30, 2001 was  $104,400,  compared to gross
profit of $582,900 for the first nine months of 2000.

Selling Expenses

Selling  expenses were  ($2,000) for the three months ended  September 30, 2001,
compared to $170,300  for the third  quarter of 2000.  Selling  expenses for the
nine months ended September 30, 2001 were $34,700,  compared to selling expenses
of $601,600 for the first nine months of 2000.

General and Administrative Expenses

General and  administrative  expenses  were  $65,100 for the three  months ended
September 30, 2001,  compared to $142,800 for the third quarter of 2000. General
and  administrative  expenses were $418,400 for the nine months ended  September
30, 2001, compared to $340,700 for the first nine months of 2000.


                                       10
<PAGE>

Net Profit and Loss

The Company  recorded a net loss of $91,100 for the quarter ended  September 30,
2001,  compared to a loss of $269,900 for the third quarter of 2000. The Company
recorded a net loss of $292,200  for the nine months ended  September  30, 2001,
compared to a net loss of $472,200 for the first nine months of 2000.

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.  Therefore,  the Company has not
recorded a provision for income taxes for the three-month period ended September
30, 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 nine months of 2001, the operating  activities used $11,900 and
financing  activities  provided $5,500. At September 30, 2001, the Company had a
working capital deficiency of $1,931,500,  an accumulated deficit of $19,641,200
and had $436,700  outstanding  under a note  payable to a  shareholder/director,
which was in default.

During the first nine months of 2000,  operating  activities  used  $288,400 and
investing  activities  used  $3,000.  At September  30, 2000,  the Company had a
working capital  deficiency of $959,600,  an accumulated  deficit of $18,812,600
and had $495,700 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 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,  or a
business  combination  involving a merger or acquisition.  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  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,  2000  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.

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.


                                       12
<PAGE>

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 would be released  back to the  company.  Attempts by the
company to secure funds to pay the foregoing  were  unsuccessful  resulting in a
rescission of the forbearance agreement.

In mid-August, a director of the company made an offer to the bank to personally
purchase the bank's note. Such offer was initially  rejected by the bank as they
attempted to foreclose upon all company collateral.  However, in late August the
bank  accepted  the  director's  personal  offer  and as of August  24,  2001 an
agreement between the parties as a private transaction without  participation of
the company was entered into for the  purchase  the bank's note,  along with all
covenants and  provisions  attendant to the note.  Terms for such  agreement are
confidential  between the  parties and were not  disclosed  to the  company.  In
connection  with the  transaction,  the director  exercised his rights under the
security  agreement and took  possession of the remaining  inventory,  partially
offsetting the note payable.


Item 6.           Exhibits and Reports on Form 8-K

No reports on form 8-K were filed during the three-month  period ended September
30, 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: December 26, 2001               By: /s/ Bradley J. Wilhite
      -----------------                   --------------------------------------
                                          Bradley J. Wilhite
                                          President, Chief Executive Officer,
                                          Director




Date: December 26, 2001               By: /s/ Theodore Aroney
      -----------------                   --------------------------------------
                                          Theodore Aroney
                                          Chairman of the Board and Secretary