U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark one)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

For the quarterly period ended February 28, 2002 or

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

For the transition period from __________ to __________.

                         Commission File Number: 0-22889

                              ROYAL PRECISION, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                   Delaware                                      06-1453896
       (State or Other Jurisdiction of                        (I.R.S. Employer
        Incorporation or Organization)                       Identification No.)

   535 Migeon Avenue, Torrington, Connecticut                      06790
(Address of Current Principal Executive Offices)              (Current Zip code)

                                 (860) 489-9254
              (Registrant's Telephone Number, Including Area Code)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

     Title of each class                           Outstanding at April 11, 2002
     -------------------                           -----------------------------
Common Stock, par value $0.001                           10,954,597 Shares

No auditor has opined that the unaudited financial  statements contained in this
Report on form 10-Q present  fairly,  in all material  respects,  the  financial
position, the results of operations, cash flows and the changes in stockholders'
equity of the  Company  for each of the  periods  reported  in  accordance  with
generally accepted accounting principles. See Part II, Item 5.
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (dollars in thousands, except share data)

                                                       FEBRUARY 28,     MAY 31,
                                                           2002          2001
                                                         --------      --------
                                     ASSETS             (unaudited)

CURRENT ASSETS:
  Cash                                                   $    460      $     33
  Accounts receivable, net of allowance for doubtful
    accounts of $185 and $187 at February 28, 2002
    and May 31, 2001, respectively                          4,149         4,988
  Inventories                                               6,281         5,920
  Other current assets                                        291           215
  Deferred income taxes                                        --           224
                                                         --------      --------
      Total current assets                                 11,181        11,380

Property, plant and equipment, net                          5,837         6,004
Goodwill, net                                               1,250         7,187
Deferred income taxes                                          --           582
Other assets                                                   75            54
                                                         --------      --------

      Total assets                                       $ 18,343      $ 25,207
                                                         ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                       $  2,915      $  1,534
  Current portion of long-term debt                           768           768
  Subordinated debt, net of discount of $292                1,233            --
  Accrued salaries and benefits                               475           529
  Accrued restructuring costs                                 560            --
  Accrued pension liability                                   180           198
  Accrued environmental costs                                 253           272
  Other accrued expenses                                      518           360
                                                         --------      --------
      Total current liabilities                             6,902         3,661

Long-term debt less the current portion                     6,998         7,705
                                                         --------      --------

      Total liabilities                                    13,900        11,366

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $0.001 par value; 1,000,000
    shares authorized; no shares issued                        --            --
  Common stock, $0.001 par value; 15,000,000
    shares authorized (increased from 10,000,000
    on September 25, 2001); 5,840,625 and 5,681,711
    shares issued and outstanding at February 28,
    2002 and May 31, 2001, respectively                         6             6
  Additional paid-in capital                               14,472        13,977
  Accumulated deficit                                     (10,011)         (118)
  Accumulated other comprehensive loss                        (24)          (24)
                                                         --------      --------

      Total stockholders' equity                            4,443        13,841
                                                         --------      --------

      Total liabilities and stockholders' equity         $ 18,343      $ 25,207
                                                         ========      ========

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

                                       2
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED           NINE MONTHS ENDED
                                                           --------------------------   --------------------------
                                                           FEBRUARY 28,  FEBRUARY 28,   FEBRUARY 28,  FEBRUARY 28,
                                                               2002          2001          2002          2001
                                                           ------------  ------------   ------------  ------------
                                                           (unaudited)   (unaudited)    (unaudited)   (unaudited)
<S>                                                          <C>           <C>            <C>           <C>
Net Sales
  Golf club shafts                                           $  4,572      $  6,804       $ 14,216      $ 17,368
  Golf club grips                                               1,034           911          2,530         2,817
                                                             --------      --------       --------      --------
                                                                5,606         7,715         16,746        20,185
                                                             --------      --------       --------      --------
Cost of sales
  Golf club shafts                                              3,779         4,928         11,638        12,880
  Golf club grips                                                 760           730          2,019         2,201
                                                             --------      --------       --------      --------
                                                                4,539         5,658         13,657        15,081
                                                             --------      --------       --------      --------

      Gross profit                                              1,067         2,057          3,089         5,104

Selling, general and administrative expenses                    1,266         1,443          4,373         4,874
Environmental costs                                                15            85             60           240
Restructuring costs                                               271            --          1,158            --
Nonrecurring expenses                                              --            10             --           642
Amortization of goodwill                                           --           111             --           332
                                                             --------      --------       --------      --------

      Operating income (loss)                                    (485)          408         (2,502)         (984)
                                                             --------      --------       --------      --------
Interest expense
  Cash interest payable                                           217           275            565           638
  Non-cash accretion of discount on subordinated debt             106            --            141            --
                                                             --------      --------       --------      --------
                                                                  323           275            706           638
                                                             --------      --------       --------      --------

Other income                                                        1            73             58           159
                                                             --------      --------       --------      --------
     Income (loss) before provision for (benefit from)
        income taxes                                             (807)          206         (3,150)       (1,463)

Provision for (Benefit from) income taxes (Note 10)                --            55            806          (517)
                                                             --------      --------       --------      --------
     Income (loss) before cumulative effect of change in
        accounting principle                                     (807)          151         (3,956)         (946)

Cumulative effect of change in accounting principle                --            --          5,937            --
                                                             --------      --------       --------      --------
      Net Income (loss)                                      $   (807)     $    151       $ (9,893)     $   (946)
                                                             ========      ========       ========      ========
Basic and diluted loss per share
     Loss before cumulative effect of change in accounting
        principle                                            $  (0.14)     $   0.03       $  (0.70)     $  (0.17)

     Cumulative effect of change in accounting principle           --            --          (1.04)           --
                                                             --------      --------       --------      --------
      Net loss                                               $  (0.14)     $   0.03       $  (1.74)     $  (0.17)
                                                             ========      ========       ========      ========
Common shares used to compute share information
     Basic                                                      5,732         5,679          5,694         5,679
                                                             ========      ========       ========      ========
     Diluted                                                    5,732         5,789          5,694         5,679
                                                             ========      ========       ========      ========
</TABLE>

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

                                       3
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            NINE MONTHS ENDED
                                                                       ---------------------------
                                                                       FEBRUARY 28,   FEBRUARY 28,
                                                                           2002           2001
                                                                       ------------   ------------
                                                                        (unaudited)    (unaudited)
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                              $  (9,893)     $    (946)
  Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:
   Depreciation and amortization                                              641            797
   Increase in valuation allowance on deferred tax assets                     806             --
   Deferred income taxes                                                       --           (577)
   Accretion of discount on subordinated debt                                 141             --
   Impairment of goodwill                                                   5,937             --
   (Gain) loss on retirement or sale of fixed assets                            6             (3)
   Stock based compensation                                                    23             35
   Write-down of equipment and inventories                                     --            954
   Increase (decrease) in cash resulting from a change in
     operating assets and liabilities
       Accounts receivable, net                                               839            936
       Inventories                                                           (361)        (1,943)
       Other assets                                                           (98)            80
       Accounts payable and accrued expenses                                2,008           (288)
                                                                        ---------      ---------

         Net cash provided by (used in) operating activities                   49           (955)
                                                                        ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of machinery and equipment                                       (511)          (877)
  Proceeds from sale of fixed assets                                           31             50
                                                                        ---------      ---------

         Net cash used in investing activities                               (480)          (827)
                                                                        ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Borrowings (repayments) under lines-of-credit, net                          (85)         1,660
  Proceeds from issuance of subordinated debt and warrant                   1,525           1000
   Proceeds from issuance of long-term debt                                    --            282
   Issuance of common stock upon exercise of options and warrants              40             --
  Repayments of long-term debt                                               (622)          (717)
                                                                        ---------      ---------

         Net cash provided by financing activities                            858          2,225
                                                                        ---------      ---------

Net increase in cash                                                          427            443

Cash at beginning of period                                                    33             36
                                                                        ---------      ---------

Cash at end of period                                                   $     460      $     479
                                                                        =========      =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for
    Interest                                                            $     597      $     577
                                                                        =========      =========
    Income taxes                                                        $      --      $       5
                                                                        =========      =========
</TABLE>

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

                                       4
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

     BASIS OF PRESENTATION --

     The condensed  consolidated  financial statements of Royal Precision,  Inc.
     and subsidiaries  presented herein have been prepared pursuant to the rules
     of the  Securities and Exchange  Commission  for quarterly  reports on Form
     10-Q  and  do not  include  all of the  information  and  note  disclosures
     required by accounting  principles generally accepted in the United States.
     These  condensed  consolidated  financial  statements  should  be  read  in
     conjunction with the Company's  consolidated financial statements and notes
     thereto for the fiscal year ended May 31,  2001  included in the  Company's
     Annual Report on Form 10-K. In the opinion of management,  the accompanying
     unaudited   condensed   consolidated   financial   statements  include  all
     adjustments,  consisting of only normal recurring adjustments, necessary to
     present fairly the consolidated  financial position,  results of operations
     and  cash  flows  of the  Company.  Quarterly  operating  results  are  not
     necessarily  indicative  of the results that would be expected for the full
     year.

     ORGANIZATION --

     The accompanying  condensed consolidated financial statements include Royal
     Precision,   Inc.   ("RP")   and  its   three   wholly-owned   subsidiaries
     (collectively  the  "Company"),  which are FM Precision Golf  Manufacturing
     Corp.  ("FMP"), FM Precision Golf Sales Corp. ("FMP Sales") and Royal Grip,
     Inc. ("RG"). RP acquired RG on August 29, 1997 ("the RG Acquisition").

     BUSINESS --

     RP is a holding company that conducts its business  operations  through its
     subsidiaries.  The Company designs, manufactures and distributes steel golf
     club shafts and designs and  distributes  golf club grips and graphite golf
     club shafts for sale to original  equipment  manufacturers  ("OEMs") and to
     distributors and retailers for use in the replacement market. The Company's
     products are sold throughout the United States as well as  internationally,
     primarily in Japan, Australia, Europe and Canada.

     USE OF ESTIMATES --

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States 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.  Actual  results could differ from those
     estimates.

2.   EARNINGS (LOSS) PER SHARE:

     The Company  accounts for earnings  (loss) per share in accordance with the
     Financial  Accounting  Standards  Board  ("FASB")  Statement  of  Financial
     Accounting Standards ("SFAS") No. 128, "Earnings Per Share." Basic earnings
     (loss)  per  share are based on the  weighted  average  number of shares of
     common stock  outstanding  during the period.  Diluted  earnings (loss) per
     share  considers,  in addition to the above,  the dilutive effect of common
     share equivalents  during the period.  Common share  equivalents  represent
     dilutive stock options and warrants  using the "treasury  stock" method and
     convertible  debt  securities  using  the  "if  converted"  method,  if the
     potential common shares are not anti-dilutive.

     Loss per share for the three and nine-month periods ended February 28, 2002
     was not affected by  outstanding  options,  warrants and  convertible  debt
     securities  to acquire 8.4 million  shares of common  stock  because  their
     effect was  anti-dilutive.  Loss per share for the nine-month  period ended
     February 28, 2001 was not affected by  outstanding  options and warrants to
     acquire  1.3  million  shares of common  stock  because  their  effect  was
     anti-dilutive.  The number of shares used in  computing  income  (loss) per
     share for the three and nine-month periods ended February 28, 2002 and 2001
     were as follows (in thousands):

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED             NINE MONTHS ENDED
                                                 ---------------------------   ---------------------------
                                                 FEBRUARY 28,   FEBRUARY 28,   FEBRUARY 28,   FEBRUARY 28,
                                                     2002           2001           2002           2001
                                                 ------------   ------------   ------------   ------------
<S>                                               <C>            <C>            <C>            <C>
     Basic:
       Average common shares outstanding              5,732          5,679          5,694          5,679

     Diluted:
       Dilutive effect of stock options
         and warrants                                    --            110             --             --
                                                  ---------      ---------      ---------      ---------
            Average common shares outstanding         5,732          5,789          5,694          5,679
                                                  =========      =========      =========      =========
</TABLE>

3.   NEW ACCOUNTING PRONOUNCEMENTS:

     In June 1998, the FASB issued SFAS No. 133 (as amended by SFAS Nos. 137 and
     138), "Accounting for Derivative Instruments and Hedging Activities," which
     requires  that an entity  recognize  all  derivatives  as either  assets or
     liabilities  and  measure  those  instruments  at fair  value.  The Company
     adopted SFAS No. 133 on June 1, 2001.  The adoption of SFAS No. 133 did not
     have a  material  impact on the  Company's  results  of  operations  or its
     financial position.

     In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations,"  and
     SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
     companies  to apply the  purchase  method of  accounting  for all  business
     combinations  initiated  after June 30, 2001 and  prohibits  the use of the
     pooling-of-interest  method.  SFAS No.  142  changes  the  method  by which
     companies may recognize intangible assets in purchase business combinations
     and  generally  requires  identifiable  intangible  assets to be recognized
     separately from goodwill.  In addition,  it eliminates the  amortization of
     all  existing  and  newly  acquired  goodwill  on a  prospective  basis and
     requires  companies to assess goodwill for  impairment,  at least annually,
     based on the fair value of the reporting unit associated with the goodwill.
     The Company  elected to early adopt SFAS Nos.  141 and 142 on June 1, 2001.
     Note  11  provides  additional  discussion  regarding  the  impact  to  the
     Company's financial statements as a result of adopting these statements.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 supersedes SFAS
     No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
     Long-Lived  Assets to Be Disposed  Of," and the  accounting  and  reporting
     provisions   of  APB   Opinion   No.   30,   "Reporting   the   Results  of
     Operations--Reporting  the  Effects of Disposal of a Segment of a Business,
     and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
     Transactions."  SFAS No. 144 modifies the method in which companies account
     for certain asset impairment  losses. The Company will be required to adopt
     SFAS No. 144 on June 1, 2002.  Management  does not believe the adoption of
     SFAS  No.  144 will  have a  material  impact  on the  Company's  financial
     statements.

4.   INVENTORIES:

     Inventories  are valued at the lower of cost or market.  Cost is determined
     on the first-in,  first-out method. Inventories as of February 28, 2002 and
     May 31, 2001 consisted of the following (in thousands):

                                                   FEBRUARY 28,    MAY 31,
                                                      2002          2001
                                                    ---------     ---------
     Raw materials                                  $     539     $     814
     Work-in-process                                    1,681         1,215
     Finished goods                                     4,061         3,891
                                                    ---------     ---------
                                                    $   6,281     $   5,920
                                                    =========     =========

     During the nine months  ended  February  28,  2001,  the  Company  recorded
     write-downs totaling $477,000 to reduce the carrying value of certain steel
     golf  club  shafts  and golf  club  grips  finished  goods  inventories  to
     estimated  net  realizable  value.  These  write-downs  are  reflected as a
     component of cost of sales in the  statements  of  operations  for the nine
     -month period ended February 28, 2001.

                                       6
<PAGE>
5.   PROPERTY, PLANT AND EQUIPMENT:

     Property, plant and equipment consist of the following (in thousands):

                                                   FEBRUARY 28,    MAY 31,
                                                      2002          2001
                                                    ---------     ---------
     Land                                           $     123     $     123
     Furniture, fixtures and office equipment             596           614
     Buildings and improvements                           912           955
     Machinery and equipment                            5,879         5,733
     Equipment held for sale                              106           120
     Construction in progress                             602           371
                                                    ---------     ---------
                                                        8,218        7, 916
     Less - Accumulated depreciation                   (2,381)       (1,912)
                                                    ---------     ---------
                                                    $   5,837     $   6,004
                                                    =========     =========

     Depreciation  expense for the nine months ended  February 28, 2002 and 2001
     was $641,000 and $797,000, respectively.

     During the nine months ended  February 28,  2001,  the Company  recorded an
     impairment  write-down  of  $360,000  on  equipment  held for  sale,  which
     represents  rubber  injection  presses  previously  used to manufacture the
     Company's  golf club grips.  Also during the nine months ended February 28,
     2001,  the  Company  recorded  an  expense of  $117,000  to  write-off  the
     accumulated  cost of  various  projects  under  development  to design  and
     construct tooling for the manufacture of golf club grips. These write-downs
     are reflected as a component of nonrecurring  expenses in the statements of
     operations for the nine period ended February 28, 2001.

6.   BANK BORROWING ARRANGEMENTS:

     The Company's  primary  borrowing  arrangement  consists of two bank credit
     facilities.  Borrowings  under the FMP and RG bank  credit  facilities  are
     secured by  substantially  all of the Company's  assets and contain certain
     financial  and other  covenants  which,  among other  things,  limit annual
     capital  expenditures  and dividends,  limit the repayment of  subordinated
     debt, and require the maintenance of minimum monthly and quarterly earnings
     and quarterly debt service coverage ratios, as defined.  In August 2001 and
     February  2002,  the Company was not in compliance  with certain  financial
     loan covenants,  but was successful in obtaining the necessary  waivers and
     amendments to its credit facility to remedy such defaults.  There can be no
     assurance,  however, that the Company would be able to obtain the necessary
     waivers or amendments  upon the  occurrence of any future events of default
     of financial loan covenants  which could have a material  adverse effect on
     the Company's financial condition and results of operations.

     On November  13,  2001 and April 10,  2002,  the  Company  amended its bank
     credit  facilities with its lender.  In conjunction with these  amendments,
     the Company received an increase in the amounts  available and an extension
     of  the  repayment  dates  of  its  seasonal  over-advance   facility,  the
     availability  to borrow against  certain  foreign  receivables,  waivers of
     various financial covenant defaults which existed through February 2002 and
     the restatement of certain financial loan covenants in future periods.  The
     Company's  annual  interest  rates were  increased by 1% on all  borrowings
     under both credit facilities  effective  November 13, 2001 and increased by
     an additional 1% on all borrowings under both credit  facilities  effective
     April 10, 2002.  Bank fees were  incurred in  connection  with the two loan
     amendments. These fees are reflected as a component of selling, general and
     administrative expenses in the statement of operations for the three months
     ended  November  30, 2001 and February 28, 2002 and amounted to $25,000 and
     $15,000, respectively.

     FMP's bank  credit  facility  consists  of two term  loans and a  revolving
     line-of-credit.  The  outstanding  principal  balance of the first FMP term
     loan ("FMP Term 1") of  $2,289,000  at February  28, 2002 is due in monthly
     principal  installments  of $46,850  plus  interest  until its  maturity in
     September  2004. The outstanding  principal  balance of the second FMP term
     loan ("FMP Term 2") of  $347,000  at  February  28,  2002 is due in monthly
     principal  installments  of $6,667  plus  interest  until its  maturity  in
     September 2004. The amount available for borrowings under the FMP revolving

                                       7
<PAGE>
     line-of-credit  is based upon the levels of eligible  domestic  and foreign
     FMP accounts receivable and inventories,  as defined,  subject to a maximum
     borrowing base of  $6,500,000.  The Company has the ability to borrow up to
     $500,000   against  its  revolving   line  of  credit  through  a  seasonal
     over-advance facility. The outstanding balance of this facility at February
     28, 2002 was $355,000.  The total  over-advance  availability is reduced to
     $400,000 on March 1, 2002; to $300.000 on July 1, 2002;  $200,000 on August
     1, 2002;  $100,000 on September 1, 2002 and $0 on October 1, 2002.  FMP had
     $4,466,000  outstanding  under  its  revolving  line-of-credit   (including
     amounts advanced  against its seasonal  over-advance) at February 28, 2002.
     The FMP line-of  credit expires in September  2004. In connection  with the
     April 10, 2002 amendments to the bank credit facility,  the Johnston Family
     Living Trust u/a dated April 11, 1994  (Johnston  Trust),  a related  party
     entity,  agreed to guarantee up to $400,000 of amounts payable to the bank,
     which  are  advanced   under  the  seasonal   over-advance   facility.   In
     consideration for providing this guarantee and another,  the Johnston Trust
     received a warrant  to  purchase  145,200  shares of RP stock at a price of
     $0.25 per share. The warrant may be exercised for a ten year period.

     RG's  bank  credit  facility  consists  of a  term  loan  and  a  revolving
     line-of-credit.  The outstanding  principal  balance of the RG term loan of
     $127,000 at February 28, 2002 is due in monthly  principal  installments of
     $10,500  plus  interest  until  it is paid  off in July  2003.  The  amount
     available for  borrowings  under the RG revolving  line-of-credit  is based
     upon the levels of eligible  RG accounts  receivable  and  inventories,  as
     defined,  subject to a maximum borrowing of $1,500,000.  As of February 28,
     2002, RG had $537,000  outstanding under its revolving  line-of-credit  and
     $310,000 available for additional borrowings. The RG line-of-credit expires
     in September 2004.

     Borrowings  under both  lines-of-credit  and FMP Term 2 bear  interest at a
     rate per annum equal to the prime rate (4.75% at  February  28,  2002) plus
     4.25%.  Borrowings under the RG term loan and FMP Term 1 bear interest at a
     rate per annum equal to the prime rate plus 4.75%. Borrowings under the FMP
     seasonal  over-advance bear interest at a rate per annum equal to the prime
     rate plus 6.25%.

7.   SUBORDINATED DEBT:

     On October 26, 2001,  the Company  entered into a financing  agreement with
     The  Johnston  Family  Charitable  Foundation  ("Johnston  Foundation"),  a
     related party entity,  for a subordinated  promissory  note  ("Subordinated
     Note")  in  the  amount  of  $1,250,000.   Funding  of  $1,000,000  of  the
     Subordinated  Note was  received on October  26,  2001,  and the  remaining
     $250,000 was received on December 14,  2001.  The  Subordinated  Note bears
     interest  at a stated  fixed  annual rate of 13%, is due in full on October
     26, 2002, and is subordinate to both the FMP and RG bank credit facilities.
     Simultaneously  with the  initial  funding of the  Subordinated  Note,  the
     Johnston  Foundation received a warrant to purchase up to 300,000 shares of
     RP common stock at a price of $0.25 per share. The warrant may be exercised
     for a ten year period. Additionally,  the Johnston Foundation has an option
     to convert the Subordinated  Note into RP common stock at an exchange ratio
     of $0.25 per share with respect to any  outstanding  principal  and accrued
     interest  that is not repaid in full on or before the  maturity  date.  The
     terms of the  financing  agreement  were  ratified at a special  meeting of
     stockholders  on January  28,  2002.  On  February  1, 2002,  the  Johnston
     Foundation  exercised  a warrant to  purchase  147,808  shares of RP common
     stock for a total purchase price of $37,000.  In connection  with the April
     10, 2002 amendment to its bank credit  facilities the bank provided that as
     a condition to the  execution by the bank of the  amendments,  the Johnston
     Foundation  convert its $1,250,000  Subordinated  Note and the  outstanding
     interest  accrued through March 31, 2002 into RP common stock. On April 10,
     2002 the Johnston Foundation converted the $1,250,000 Subordinated Note and
     accrued interest of $28,493 into 5,113,972 shares of RP common stock.

     On  February  28,  2002,  the  Company  completed  a private  placement  of
     subordinated  promissory notes (the Additional  Subordinated  Notes) in the
     amount of $425,000  with  certain  members of the Board of Directors of the
     Company or such individuals'  affiliated entities. Of this amount, $275,000
     was  received by the Company in February  2002 and $150,000 was received in
     March 2002.  These notes bear interest at a stated fixed annual rate of 13%
     and are due in full on October 26, 2002 and are subordinate to both the FMP
     and RG bank credit facilities.  The holders of the Additional  Subordinated
     Notes also received  warrants to purchase 102,000 shares of RP common stock
     at a price of $0.25 per share. The warrants may be exercised for a ten year
     period. Additionally, the holders of the Additional Subordinated Notes have
     an option to convert these notes into RP common stock at an exchange  ratio
     of $0.25 per  share on the same  terms as the  holder  of the  Subordinated
     Note.

                                       8
<PAGE>
     Using the Black  Scholes  option  pricing  model,  a value of $433,000  was
     calculated  for  the  warrants  granted  to the  Johnston  Foundation.  The
     warrants granted to the holders of the Additional  Subordinated  Notes were
     determined to have no value. The value of the Johnston  Foundation warrants
     have been  accounted for as a discount on the  Subordinated  Note. The full
     amount of the  discount  was  recorded  as  additional  paid-in  capital in
     October 2001. The discount is being amortized using the effective  interest
     method  over the twelve  month term of the  Subordinated  Note.  During the
     three  months ended  November 30, 2001 and February 28, 2002,  amortization
     expense of $35,000 and $106,000,  respectively, was recorded as a component
     of interest expense in the statements of operations.

8.   INFORMATION ON SEGMENTS:

     The Company  has two  reportable  segments:  golf club shafts and golf club
     grips.  The  accounting  policies  of the  segments  are the  same as those
     described in the summary of significant  accounting  policies in the Annual
     Report on Form 10-K for the fiscal  year ended May 31,  2001.  The  Company
     evaluates the  performance  of these  segments  based on segment  operating
     income or loss and cash flows. The Company allocates certain administrative
     expenses to segments.  The amounts in this  illustration are the amounts in
     reports used by the chief operating officer (in thousands):

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED                             NINE MONTHS ENDED
                                         FEBRUARY 28, 2002                             FEBRUARY 28, 2002
                          --------------------------------------------    --------------------------------------------
                         GOLF CLUB   GOLF CLUB      (A)                  GOLF CLUB   GOLF CLUB      (A)
                           SHAFTS      GRIPS    UNALLOCATED    TOTAL       SHAFTS      GRIPS    UNALLOCATED    TOTAL
                          --------    --------    --------    --------    --------    --------    --------    --------
<S>                       <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
     Net sales            $  4,572    $  1,034    $     --    $  5,606    $ 14,216    $  2,530    $     --    $ 16,746
     Operating
       (loss)/Income          (265)         51        (271)       (485)     (1,071)       (273)     (1,158)     (2,502)
     Depreciation              157          57          --         214         479         162          --         641
     Interest expense          202          15         106         323         524          41         141         706

     Total assets for reportable segments                                 $ 14,415    $  9,822    $     --    $ 24,237
     Elimination of investment in subsidiary                                                                    (5,894)
                                                                                                              --------
     Consolidated total assets                                                                                $ 18,343
                                                                                                              ========
</TABLE>

     (A)  Unallocated  for the three and  nine-month  periods ended February 28,
          2002 includes  costs  associated  with a corporate  restructuring  and
          accretion of discount on subordinated  debt which are not allocated to
          the operating segments.

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED                              NINE MONTHS ENDED
                                        FEBRUARY 28, 2001                              FEBRUARY 28, 2001
                          --------------------------------------------    --------------------------------------------
                         GOLF CLUB   GOLF CLUB                           GOLF CLUB   GOLF CLUB      (B)
                           SHAFTS      GRIPS    UNALLOCATED    TOTAL       SHAFTS      GRIPS    UNALLOCATED    TOTAL
                          --------    --------    --------    --------    --------    --------    --------    --------
<S>                       <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
     Net sales            $  6,804    $    911    $     --    $  7,715    $ 17,368    $  2,817    $     --    $ 20,185
     Operating
       (loss)/Income           560        (152)         --         408          (6)       (899)        (79)       (984)
     Depreciation and
       amortization            141         143          --         284         406         391          --         797
     Interest expense          246          29          --         275         571          67          --         638

     Total assets for reportable segments                                 $ 15,452    $ 16,475    $     --    $ 31,927
     Elimination of investment in subsidiary                                                                    (5,959)
                                                                                                              --------
     Consolidated total assets                                                                                $ 25,968
                                                                                                              ========
</TABLE>

     (B)  Unallocated for the nine-month period ended February 28, 2001 includes
          legal  and  other   professional   fees  associated  with  a  proposed
          acquisition which are not allocated to the operating segments.

                                       9
<PAGE>
9.   ENVIRONMENTAL MATTERS:

     In May 1996, the Company acquired  substantially all the assets of the golf
     club shaft manufacturing  business of Brunswick Corporation (NYSE: BC) (the
     "Brunswick  Acquisition").  Included  in the  acquired  assets  were  land,
     buildings   and  equipment  at  the   Company's   Torrington,   Connecticut
     manufacturing facility (the "FMP plant"). In conjunction with the Brunswick
     Acquisition,  Brunswick  Corporation  ("Brunswick") agreed to indemnify the
     Company from potential liability arising from certain environmental matters
     and to remediate certain environmental  conditions which existed at the FMP
     plant on the date of  acquisition.  Brunswick has engaged an  environmental
     consulting  firm to perform  testing at the FMP plant and is in the process
     of  developing  a  plan  of   remediation.   The  Company  has  engaged  an
     environmental  consulting  firm to assist in the development of the plan of
     remediation.  Failure of  Brunswick  to fulfill its  obligations  under the
     asset  purchase  contract  could  have a  material  adverse  effect  on the
     Company's financial condition and results of operations.

     Prior to the  Brunswick  Acquisition,  the FMP plant was listed in the U.S.
     Environmental  Protection  Agency's  ("EPA")  Comprehensive   Environmental
     Response,  Compensation and Liability  Information  System  ("CERCLIS").  A
     contractor  for the EPA has performed  site  assessments  and taken samples
     from the  property of the FMP plant.  A report has been issued  setting out
     the  results of that  assessment.  Pursuant  to the  Brunswick  Acquisition
     agreement,  Brunswick has an obligation under the Connecticut  Transfer Act
     (the  "Act") to  remediate  any  environmental  issues that fall within the
     scope of the Act.  The  Company  believes  that  the  environmental  issues
     identified  would fall within the scope of the Act or other  provisions  of
     the  acquisition  agreement  that would  require  them to be  addressed  by
     Brunswick.  There is not  sufficient  information at this time to determine
     what action,  if any,  the EPA may pursue and what  effect,  if any, it may
     have on the Company's financial condition and results of operations.

     In October 2000,  the Company  received a notice of violation  ("NOV") from
     the State of Connecticut  Department of  Environmental  Protection  ("DEP")
     alleging  that  various  effluent  discharge  samples  were in violation of
     authorized  limits  under an existing  permit for the  discharge of treated
     wastewater  from the FMP plant.  The Company  submitted its response to the
     NOV in December 2000 and received drafts of a consent order from the DEP in
     April 2001 and October  2001.  Terms of the draft  consent  order  include,
     among other things,  that the Company pay a civil penalty of  approximately
     $225,000,  submit to various  compliance audits, and complete a feasibility
     study to determine  if the  discharge  of treated  wastewater  from the FMP
     plant can be reduced,  diverted to another  source or eliminated  entirely.
     The Company is currently  negotiating with the DEP prior to entering into a
     final consent order. Management has determined that capital expenditures in
     excess of  $300,000  will be made at the FMP plant  during the fiscal  year
     ending May 31, 2002 to ensure  compliance  with the  applicable  wastewater
     regulations  and to comply with the terms of the consent order.  Management
     believes that, with the installation of this new system, the proposed civil
     penalty  may be  reduced  when  the  final  consent  order is  executed.  A
     provision  for the  proposed  civil  penalty was  recorded in the amount of
     $150,000 during the fiscal year ended May 31, 2001.

     Environmental  expenses  related to the  various  matters  discussed  above
     totaled $15,000 and $85,000 during the  three-month  periods ended February
     28,  2002 and 2001,  respectively,  and  $60,000  and  $240,000  during the
     nine-month  periods  ended  February  28, 2002 and 2001,  respectively.  In
     addition, the Company has incurred $213,000 of capital expenditures related
     to these matters for the nine months ended February 28, 2002.

10.  VALUATION ALLOWANCE ON DEFERRED TAX ASSETS:

     As of May 31,  2001,  the  Company  had  recorded  deferred  tax  assets of
     $806,000,  net of a  valuation  allowance  of  $1,745,000.  Due to the loss
     recognized  during the three  months ended August 31, 2001 and the expected
     losses to be incurred during the fiscal year ending May 31, 2002, including
     corporate  restructuring  charges,  management  concluded  that it would be
     unlikely that the Company would  generate  taxable income during the fiscal
     year ending May 31, 2002. Therefore,  the valuation allowance was increased
     to fully offset the  recorded  deferred tax assets based on the more likely
     than not criteria for  realizability of deferred tax assets  established in
     SFAS 109. This  increase in the valuation  allowance on deferred tax assets
     is  reflected as a provision  for income taxes of $806,000  during the nine
     months ended February 28, 2002 in the accompanying statement of operations.

                                       10
<PAGE>
11.  ACCOUNTING FOR GOODWILL:

     In June 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
     Assets"  which  changes  the  method  by  which   companies  may  recognize
     intangible assets in purchase business  combinations and generally requires
     identifiable  intangible assets to be recognized  separately from goodwill.
     In  addition,  it  eliminates  the  amortization  of all existing and newly
     acquired goodwill on a prospective  basis and requires  companies to assess
     goodwill for impairment,  at least annually, based on the fair value of the
     reporting unit associated  with the goodwill.  The Company elected to early
     adopt  SFAS No.  142  during its  fiscal  quarter  ended  August 31,  2001.
     Therefore,  amortization of goodwill was suspended  effective June 1, 2001.
     The following table presents the pro-forma  financial results for the three
     and nine-month  periods ended February 28, 2001 on a basis  consistent with
     the new  accounting  principle  (dollars  in  thousands  except  per  share
     amounts):

                                           THREE MONTHS ENDED  NINE MONTHS ENDED
                                            FEBRUARY 28,2001    FEBRUARY 28,2001
                                            ----------------    ----------------
     Reported net income (loss)                 $   151             $  (946)
     Add back amortization of goodwill              111                 332
                                                -------             -------
     Adjusted net income (loss)                 $   262             $  (614)
                                                =======             =======

     Reported basic and diluted net income
     (loss) per share                           $  0.03             $ (0.17)
     Add back goodwill amortization per share      0.02                0.06
                                                -------             -------
     Adjusted basic and diluted net income
     (loss) per share                           $  0.05             $ (0.11)
                                                =======             =======

     In accordance with the transitional guidance of SFAS No. 142, the Company's
     previously  recognized  goodwill  was tested for  impairment  as of June 1,
     2001.  Goodwill of $10,418,000 had been recorded in conjunction with the RG
     Acquisition.  This balance was  subsequently  reduced by $1,392,000  due to
     utilization of pre-acquisition  net operating tax loss carryforwards and by
     amortization  expense  totaling  $1,839,000.  Goodwill  was assigned to the
     Company's golf club grip business segment.  A fair value measurement of the
     grip  segment was computed by applying a market  multiple to the  projected
     segment cash flows.  Professionals in the investment  banking industry were
     consulted  to validate  the  assumptions  used in the fair value  estimate.
     Based on this  analysis,  a fair value of $1,250,000 was calculated for the
     segment  which  was  lower  than  the  recorded   goodwill  of  $7,187,000.
     Therefore, during the three months ended August 31, 2001, an impairment was
     recorded in the amount of $5,937,000  which is reflected as the  cumulative
     effect of change in  accounting  principle  in the  accompanying  condensed
     consolidated statement of operations for the nine months ended February 28,
     2002.  There  was no  income  tax  effect  of  this  change  in  accounting
     principle.

     The recorded  impairment  loss is the result of a change in the  evaluation
     criteria for goodwill from an  undiscounted  cash flow  approach  which was
     previously  utilized  under the  guidance in  Accounting  Principles  Board
     Opinion No. 17 to the fair value  approach  which is stipulated in SFAS No.
     142. The following table provides a reconciliation of the recorded goodwill
     during the period from May 31, 2001 to February 28, 2002 (in thousands):

     Balance as of May 31, 2001                                    $ 7,187
     Impairment loss recorded                                       (5,937)
                                                                   -------
     Balance as of February 28, 2002                               $ 1,250
                                                                   =======

12.  CORPORATE RESTRUCTURING:

     In  September   2001,   the  Company's   board  of  directors   approved  a
     restructuring  plan designed to streamline  operations and reduce expenses.
     The  restructuring  includes staff reductions and anticipates a decrease in
     operating  expenses  resulting  from  the  consolidation  of the  corporate
     headquarters  leased in Scottsdale,  Arizona to the manufacturing  facility
     which the Company owns in Torrington,  Connecticut.  The Company expects to
     incur expenses of  approximately  $1,250,000  related to the  restructuring
     during  the  current   fiscal  year.   The  Company   estimates   that  the
     restructuring  will  provide  annualized  savings  in excess of  $1,000,000
     subsequent to the completion of all phases of the plan.

                                       11
<PAGE>
     During the nine months  ended  February 28,  2002,  the Company  recorded a
     restructuring  charge  of  $1,158,000  for  various  costs  related  to the
     restructuring as detailed in the following table. Of the amount expensed to
     date,  $1,135,000  represents  estimated cash costs,  of which $368,000 has
     been paid through February 28, 2002.

     Employee severance                                          $  656,000
     Lease obligation                                               253,000
     Employee hiring and relocation costs                           162,000

     Other                                                           87,000
                                                                 ----------
                                                                 $1,158,000
                                                                 ==========

     The   employment   of    approximately   25   individuals   who   performed
     administrative, sales, marketing, customer service and accounting functions
     at  the  Company's  corporate  headquarters  in  Scottsdale,   Arizona  was
     terminated as a result of the  restructuring.  The affected  employees will
     receive severance benefits totaling $656,000.

     The  lease  term  of  the  Company's  former   corporate   headquarters  in
     Scottsdale,  Arizona continues through May 2004. The Company's monthly rent
     is  approximately  $17,000,  net of  sub-leases,  and the aggregate  rental
     obligation  over the remaining term of the lease as of February 28, 2002 is
     $615,000.  The Company is in negotiations with the Company's landlord and a
     tenant who currently  sub-leases  space in the Company's  former  corporate
     headquarters to have the tenant assume the Company's  lease,  effective May
     15, 2002. This agreement calls for the Company to pay its landlord $128,000
     in four monthly  installments in  consideration  of being released from any
     further  obligations  under the lease. The Company expects the agreement to
     be  executed   during  April  2002.  The  total  amount  of  the  corporate
     restructuring charge attributable to the lease termination is $253,000.

13.  AUTHORIZED SHARES OF COMMON STOCK:

     The  Company's  annual  meeting of  stockholders  was held on September 25,
     2001. At the meeting, stockholders approved an amendment to the Amended and
     Restated  Certificate of Incorporation to increase the aggregate authorized
     number of shares of common stock from 10,000,000 to 15,000,000.

                                       12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

FORWARD-LOOKING STATEMENTS --

This Report on Form 10-Q contains forward-looking  statements within the meaning
of the Private Securities  Litigation Reform Act of 1995. These  forward-looking
statements are often  characterized by the terms "may," "believes,"  "projects,"
"expects,"  or  "anticipates,"   and  do  not  reflect  historical  facts.  Such
statements include, but are not limited to, statements  concerning the Company's
future results from operations;  the adequacy of existing capital  resources and
credit lines; the ability to modify the terms of existing credit  facilities and
to obtain additional financing;  anticipated future customer orders; anticipated
future capital  expenditures;  anticipated costs of environmental matters at the
Company's manufacturing facility and expectations regarding future environmental
reports;  and the  Company's  ability  to  generate  sufficient  cash  flow from
operations to repay indebtedness and fund operations.  The Company undertakes no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events, or otherwise.

Forward-looking  statements are based on the current beliefs and expectations of
the Company's management and are subject to significant risks, uncertainties and
other factors, which may cause actual results,  performance,  or achievements of
the Company to be materially  different from those  expressed or implied by such
forward-looking statements.  Factors that could affect the Company's results and
cause  them  to  be   materially   different   from  those   contained   in  the
forward-looking  statements include:  uncertainties relating to general economic
conditions;  the Company's  dependence on discretionary  consumer spending;  the
Company's dependence on demand from original equipment  manufacturers  ("OEMs");
the Company's  dependence on  international  sales; the cost and availability of
raw materials; the timeliness and market acceptance of the Company's new product
introductions;  the  competitive  environment  in which  the  Company  operates;
seasonality of sales,  which results in fluctuations in operating  results;  the
Company's  ability to protect its intellectual  property  rights;  the Company's
reliance on third party suppliers;  changes in the financial markets relating to
the Company's capital structure and cost of capital;  increased costs related to
environmental  regulations  and/or the failure of third parties to fulfill their
indemnification  and remediation  obligations to the Company;  work stoppages or
slowdowns;  the  Company's  ability to  successfully  launch new  products;  the
willingness  of the  Company's  lenders to modify the terms of  existing  credit
facilities and other factors that management is currently  unable to identify or
quantify, but may arise or become known in the future. A discussion of these and
other factors that could cause the Company's  results to differ  materially from
those described in the  forward-looking  statements can be found in Exhibit 99.1
of the Company's Annual Report on Form 10-K for the year ended May 31, 2001.

OVERVIEW --

The Company  designs,  manufactures  and distributes  steel golf club shafts and
designs and  distributes  golf club grips and graphite golf club shafts for sale
to OEMs and to distributors and retailers for use in the replacement market. The
Company's   products  are  sold   throughout   the  United  States  as  well  as
internationally, primarily in Japan, Australia, Europe and Canada.

The  Company  principally  operates  in the golf  equipment  industry  which has
historically  been seasonal in nature with consumer demand for product being the
strongest during the spring and summer months.

THREE MONTHS ENDED FEBRUARY 28, 2002 COMPARED TO THE THREE MONTHS ENDED FEBRUARY
28, 2001--

NET  SALES.  Net  sales  for the  three  months  ended  February  28,  2002 were
$5,606,000,  a decrease of $2,109,000 or 27% from net sales of $7,715,000 during
the  corresponding  period in 2001.  Net sales of golf club shafts  decreased by
$2,232,000 or 33% and net sales of golf club grips increased by $123,000 or 14%.
The Company has  experienced an overall  decline in sales and a shift in the mix
of products sold which  management  attributes  to the  softening  economy and a
lower demand for high-end  sports and leisure  consumer  products.  Sales of the
Company's  higher  priced,  pro grade golf club shafts  decreased 34% during the
three months ended  February 28, 2002  compared to the  corresponding  period in
2001. Alternatively,  sales of the Company's lower priced, commercial grade golf
club  shafts  increased  96% during the  period.  This change in product mix has
negatively  impacted the Company's  average  selling prices and profit  margins.
Additionally,  sales of golf club  shafts and grips to the  Company's  exclusive
Japanese  distributor  declined  significantly  during  the three  months  ended
February 28, 2002  compared to the  corresponding  period in 2001.  The Japanese
distributor has experienced a decline in its business which it attributes to the
slow general economic  conditions in Asia and declines in orders from certain of
its OEM customers.

                                       13
<PAGE>
COST OF SALES.  Cost of goods sold for the three months ended  February 28, 2002
was  $4,539,000,  a  decrease  of  $1,119,000  or 20% from cost of goods sold of
$5,658,000  during the  corresponding  period in 2001  primarily  as a result of
lower total net sales.  The cost of golf club shafts sales decreased by $966,000
or 23% and the cost of golf club grips sales increased by $30,000 or 4%. Reduced
production at the Company's manufacturing facility during the three months ended
February 28, 2002  compared to the  corresponding  period last year  resulted in
fixed  manufacturing  costs being spread over a decreased  number of units and a
higher unit cost for the shafts manufactured.

GROSS  PROFIT.  Gross profit for the three  months  ended  February 28, 2002 was
$1,067,000,  a decrease  of $990,000  or 48% under  gross  profit of  $2,057,000
during the  corresponding  period in 2001.  Gross profit from sales of golf club
shafts decreased by $1,083,000 or 58% to $793,000.  Expressed as a percentage of
sales,  the gross  profit from sales of golf club shafts  decreased  from 28% to
17%. Gross profit during the three months ended February 28, 2002 was negatively
impacted  by  a  change  in  the  mix  of  products  sold  and  a  reduction  in
manufacturing  output as compared  to the  corresponding  period in 2001.  Gross
profit from sales of golf club grips  increased  by $93,000 or 51% to  $274,000.
Expressed  as a  percentage  of sales,  the gross profit from sales of golf club
grips increased from 20% to 26% due to reduced unit cost.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  for the three  months  ended  February  28,  2002 were
$1,266,000,   a  decrease  of  $177,000  or  12%  from   selling,   general  and
administrative  expenses of $1,443,000 during the corresponding  period in 2001.
This  decrease is  primarily  due to reduced  spending on  television  and print
advertising during the current fiscal year.

ENVIRONMENTAL COSTS. Costs related to various environmental matters were $15,000
and $85,000  during the  three-month  periods ended  February 28, 2002 and 2001,
respectively (see Note 9 to the condensed consolidated financial statements).

RESTRUCTURING COSTS. An expense of $271,000 was recorded during the three months
ended February 28, 2002 related to a corporate restructuring (see Note 12 to the
condensed consolidated financial statements).

NONRECURRING  EXPENSES.  There were no significant  nonrecurring expenses during
the three months ended February 28, 2002 and 2001.

AMORTIZATION OF GOODWILL. As discussed in Note 11 to the condensed  consolidated
financial  statements,  the Company  adopted  Statement of Financial  Accounting
Standards  ("SFAS")  No.  142  effective  June 1, 2001 and  eliminated  goodwill
amortization  expense as of that  date.  Amortization  expense  during the three
months ended February 28, 2001 was $111,000.

INTEREST  EXPENSE.  Interest expense  increased from $275,000 to $323,000 during
the  three-month  periods ended  February 28, 2002 and 2001,  respectively.  The
increase is attributable  to the non-cash  accretion of discount on subordinated
debt  totaling  $106,000  (see Note 7 to the  condensed  consolidated  financial
statements) offset by a significant decline in the prime interest rate.

OTHER  INCOME.  Other income of $1,000 and $73,000 for the  three-month  periods
ended  February 28, 2002 and 2001,  respectively,  is  principally  comprised of
royalties  earned on sales of  headwear  products  as well as royalty  fees from
other contracts which license certain  Company  technologies  and products.  The
royalty stream on one headwear contract expired in May 2001, which resulted in a
decrease in reported income during the three months ended February 28, 2002.

PROVISION FOR INCOME TAXES.  A tax provision of $55,000 was recorded  during the
three months ended February 28, 2001. Taxes were provided based on the estimated
effective  tax rate for the year which  considered  the effect of  nondeductible
goodwill  amortization.  No tax benefit has been provided on the loss during the
three months ended  February 28, 2002 based on the more likely than not criteria
for realizability of deferred tax assets established in SFAS 109 (see Note 10 to
the condensed consolidated financial statements).

                                       14
<PAGE>
NINE MONTHS ENDED  FEBRUARY 28, 2002 COMPARED TO THE NINE MONTHS ENDED  FEBRUARY
28, 2001--

NET  SALES.  Net  sales  for the  nine  months  ended  February  28,  2002  were
$16,746,000,  a  decrease  of  $3,439,000  or 17% from net sales of  $20,185,000
during the corresponding period in 2001. Net sales of golf club shafts decreased
by $3,152,000  or 18% and net sales of golf club grips  decreased by $287,000 or
10%. The Company has  experienced an overall decline in sales and a shift in the
mix of products sold which management  attributes to the softening economy and a
lower demand for high-end  sports and leisure  consumer  products.  Sales of the
Company's  higher priced,  pro grade golf club shafts  decreased during the nine
months ended  February 28, 2002  compared to the  corresponding  period in 2001.
Alternatively,  sales of the Company's lower priced,  commercial grade golf club
shafts  increased  during the period.  This change in product mix has negatively
impacted the Company's average selling prices and profit margins.  Additionally,
sales  of golf  club  shafts  and  grips  to the  Company's  exclusive  Japanese
distributor  declined  significantly  during the nine months ended  February 28,
2002 compared to the corresponding  period in 2001. The Japanese distributor has
experienced a decline in its  business,  which it attributes to the slow general
economic  conditions  in Asia and  declines  in orders  from  certain of its OEM
customers.

COST OF SALES.  Cost of goods sold for the nine months  ended  February 28, 2002
was  $13,657,000,  a  decrease  of  $1,424,000  or 9% from cost of goods sold of
$15,081,000  during the  corresponding  period in 2001  primarily as a result of
lower  total  net  sales.  The  cost of golf  club  shafts  sales  decreased  by
$1,242,000 or 10% and the cost of golf club grips sales decreased by $182,000 or
8%. Included in cost of sales during the nine months ended February 28, 2002 are
write-downs totaling $477,000 to reduce the carrying value of certain steel golf
club shafts and golf club grips  finished  goods  inventories  to estimated  net
realizable value.  Reduced  production at the Company's  manufacturing  facility
during the nine months  ended  February 28, 2002  compared to the  corresponding
period last year  resulted  in fixed  manufacturing  costs  being  spread over a
decreased number of units and a higher unit cost for the shafts manufactured.

GROSS  PROFIT.  Gross  profit for the nine months  ended  February  28, 2002 was
$3,089,000,  a decrease of  $2,015,000  or 39% from gross  profit of  $5,104,000
during the  corresponding  period in 2001.  Gross profit from sales of golf club
shafts decreased by $1,910,000 or 43% to $793,000.  Expressed as a percentage of
sales,  the gross  profit from sales of golf club shafts  decreased  from 26% to
18%. As discussed above,  gross profit from sales of golf club shafts during the
nine  months  ended  February  28,  2002 was  negatively  impacted by a $410,000
write-down to reduce  finished  goods  inventories  to estimated net  realizable
value and gross  profit  during the nine  months  ended  February  28,  2002 was
negatively  impacted by a change in the mix of products  sold and a reduction in
manufacturing  output.  Gross profit from sales of golf club grips  decreased by
$105,000 or 17% to  $511,000.  Expressed  as a  percentage  of sales,  the gross
profit from sales of golf club grips  decreased  from 22% to 20%.  As  discussed
above,  gross  profit from sales of golf club grips during the nine months ended
February  28, 2002 was  negatively  impacted by a $67,000  write-down  to reduce
finished goods  inventories to estimated net  realizable  value.  The decline in
gross  margin  during the nine  months  ended  February  28,  2002 is  primarily
attributable to fixed costs being spread over lower unit sales volume.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  for the nine  months  ended  February  28,  2002  were
$4,373,000,   a  decrease  of  $501,000  or  10%  from   selling,   general  and
administrative  expenses of $4,874,000 during the corresponding  period in 2001.
This  decrease is  primarily  due to reduced  spending on  television  and print
advertising during the current fiscal year.

ENVIRONMENTAL COSTS. Costs related to various environmental matters were $60,000
and $240,000  during the  nine-month  periods ended  February 28, 2002 and 2001,
respectively (see Note 9 to the condensed consolidated financial statements).

RESTRUCTURING  COSTS.  An expense of  $1,158,000  was  recorded  during the nine
months ended February 28, 2002 related to a corporate restructuring (see Note 12
to the condensed consolidated financial statements).

NONRECURRING  EXPENSES.  Nonrecurring  expenses  during  the nine  months  ended
February 28, 2001 include an impairment write-down of $360,000 on equipment held
for sale and an expense of $117,000 to write-off the accumulated cost of various
projects under  development to design and construct  tooling for the manufacture
of  golf  club  grips  (see  Note  5 to  the  condensed  consolidated  financial
statements).  Additionally,  during the nine months ended February 28, 2001, the
Company  incurred  nonrecurring  legal and other  professional  fees of  $79,000
associated with the due diligence efforts of a proposed acquisition.

AMORTIZATION OF GOODWILL. As discussed in Note 11 to the condensed  consolidated
financial  statements,  the Company  adopted SFAS No. 142 effective June 1, 2001
and  eliminated  goodwill  amortization  expense as of that  date.  Amortization
expense during the nine months ended February 28, 2001 was $332,000.

                                       15
<PAGE>
INTEREST  EXPENSE.  Interest expense  increased from $638,000 to $706,000 during
the  nine-month  periods  ended  February 28, 2002 and 2001,  respectively.  The
increase is attributable  to the non-cash  accretion of discount on subordinated
debt  totaling  $141,000  (see Note 7 to the  condensed  consolidated  financial
statements) offset by a significant decline in the prime interest rate.

OTHER INCOME.  Other income of $58,000 and $159,000 for the  nine-month  periods
ended  February 28, 2002 and 2001,  respectively,  is  principally  comprised of
royalties  earned on sales of  headwear  products  as well as royalty  fees from
other contracts which license certain  Company  technologies  and products.  The
royalty stream on one headwear contract expired in May 2001, which resulted in a
decrease in reported income during the nine months ended February 28, 2002.

PROVISION  FOR  (BENEFIT  FROM)  INCOME  TAXES.  A tax benefit of  $517,000  was
recorded on the loss during the nine months ended February 28, 2001.  Taxes were
provided based on the estimated effective tax rate for the year which considered
the effect of nondeductible  goodwill  amortization.  As discussed in Note 10 to
the condensed  consolidated  financial  statements,  the valuation allowance was
increased  to fully  offset the  recorded  deferred  tax assets  during the nine
months  ended  February  28, 2002 based on the more likely than not criteria for
realizability  of deferred tax assets  established in SFAS 109. This increase in
the  valuation  allowance  resulted in a provision  for income taxes of $806,000
during the nine months ended February 28, 2002.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE.  As discussed in Note 11 to
the condensed  consolidated  financial statements,  the Company adopted SFAS No.
142 effective June 1, 2001. In accordance with the transitional guidance of SFAS
No. 142, the Company's previously  recognized goodwill was tested for impairment
under the newly established guidelines. A charge in the amount of $5,937,000 was
recorded for the  calculated  impairment,  which is reflected as the  cumulative
effect of change in accounting principle in the condensed consolidated statement
of operations for the nine months ended February 28, 2002.

LIQUIDITY AND CAPITAL RESOURCES--

At February  28,  2002,  the Company had  working  capital of  $4,279,000  and a
current  ratio of 1.6 to 1 as compared to working  capital of  $7,719,000  and a
current ratio of 3.1 to 1 at May 31, 2001. The Company historically  experiences
a decline in working  capital during the third fiscal  quarter  resulting from a
seasonal reduction in sales during the fall and winter months.

During the nine months ended  February 28, 2002,  net cash provided by operating
activities  was $49,000,  which  primarily  resulted from a decrease in accounts
receivable of $839,000 and an increase in accounts  payable and accrued expenses
of  $2,008,000.  The net loss of  $9,893,000,  was  reduced by several  non-cash
expenses  including an impairment of goodwill of $5,937,000,  an increase in the
valuation  allowance  on deferred  tax assets of $806,000  and  depreciation  of
$641,000.

Net cash used in investing  activities during the nine months ended February 28,
2002 was $480,000  primarily for the purchase of property,  plant and equipment.
The Company  estimates that capital  expenditures for the fiscal year ending May
31, 2002 will be approximately  $750,000  including $300,000 for improvements to
the  wastewater  treatment  system  at  the  Company's  steel  golf  club  shaft
manufacturing facility.

Net cash used in financing  activities during the nine months ended February 28,
2002 was $858,000  resulting from net repayments of  lines-of-credit  of $85,000
and  repayments of long-term  debt of $622,000  offset by proceeds of $1,525,000
from the issuance of  subordinated  debt. The Company is  investigating  certain
potential  acquisitions.  Any  potential  acquisitions  may  require  the use of
existing  capital  resources,  assumption  of  debt  or  issuance  of  new  debt
instruments,  any of which could  adversely  impact the Company's  liquidity and
capital resources.

The  Company's  bank  borrowing  arrangements  are  described  in  Note 6 to the
condensed consolidated financial statements contained herein.

A description of the Company's October 26, 2001 subordinated note financing with
The  Johnston  Family  Charitable  Foundation  and the February 28, 2002 private
placement subordinated  promissory notes is contained in Note 7 to the condensed
consolidated financial statements contained herein.

The Company  believes that its existing  capital  resources and available credit
lines are sufficient to fund its operations and capital  requirements of current
business  segments  as  presently  planned  over the  next  twelve  months.  The
Company's  future  cash  requirements  will  depend  upon a number  of  factors,
including its costs and  productivity in  manufacturing  and procuring,  and its
success in selling during the upcoming  spring and summer seasonal sales period.

                                       16
<PAGE>
Management  anticipates an improvement in sales, operating income and cash flows
during this period  similar to that which the Company has  experienced  in prior
years.  Additionally,  management  anticipates that cost savings will be derived
from its ongoing corporate restructuring.  If these anticipated improvements and
cost  savings  fail to occur,  the Company  may be  required to seek  additional
sources of financing to meet its current debt obligations.  The Company recently
sought  additional  sources of financing and found that availability is limited.
It  therefore  turned  to its Board of  Directors  for  additional  subordinated
indebtedness  and also obtained an additional  guaranty from an affiliate of its
Chairman, as described in Notes 6 and 7 of the condensed  consolidated financial
statements. The Company lacks financial flexibility in the form of excess assets
to convert into cash.  If the Company is required to seek  additional  financing
and encounters  similarly  limited sources,  it may be required to issue debt or
equity  instruments  which may include  terms less  favorable  than those in the
Company's existing capital  structure.  Such developments could adversely impact
the Company's  profitability and liquidity or dilute the ownership  interests of
existing stockholders.

In  September  2001,  the Company  received  notification  from The Nasdaq Stock
Market,  Inc.  ("Nasdaq")  that the  Company's  common  stock did not maintain a
minimum  market  value of  public  float of  $5,000,000  over the  preceding  30
consecutive  trading  days.  The Company was given 90 days to regain  compliance
with this  continued  listing  requirement  of The Nasdaq  National  Market.  In
October 2001, the Company was instructed to disregard this notification  because
Nasdaq  had  implemented  a  moratorium  on the  market  value of  public  float
requirement  until January 2, 2002. Nasdaq announced that it has reinstated this
requirement effective January 3, 2002.

On February 15, 2002 the Company received a Nasdaq Staff  Determination that the
Company did not comply with  either the  minimum net  tangible  asset or minimum
stockholders  equity set forth in Marketplace Rule  4450(a)(3).  The Company did
not appeal the Staff  Determination  and the Company's common stock was delisted
from The Nasdaq National Market at the opening of business on February 25, 2002.
The Company  commenced trading its common stock on the OTC Bulletin Board on the
opening of business on February 25, 2002.

ENVIRONMENTAL MATTERS --

For a discussion of relevant  environmental  issues, see Note 9 to the condensed
consolidated financial statements.

                                       17
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

QUANTITATIVE INFORMATION REGARDING MARKET RISK.

At  February  28,  2002,  the  Company  did not  participate  in any market risk
sensitive financial instruments or other financial and commodity instruments for
which fair value  disclosure  would be required  under  Statement  of  Financial
Accounting   Standards  No.  107  except  for  The  Johnston  Family  Charitable
Foundation  subordinated note and the Additional  Subordinated Notes (see Note 7
to  the  condensed  consolidated  financial  statements)  for  which  management
believes it is not  practical  to  estimate  fair  value.  The Company  holds no
investment securities that would require disclosure of market risk.

QUALITATIVE INFORMATION REGARDING MARKET RISK.

The Company's  primary  market risk  exposure  relates to its variable rate debt
obligations that are described in Note 6 to the condensed consolidated financial
statements.  A one-percent change in the prime lending rate would have an effect
of  approximately  $19,000  and  $58,000 on  interest  expense for the three and
nine-month periods ended February 28, 2002, respectively.

                                       18
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     On February 28, 2002, in a private transaction exempt under Section 4(2) of
the Securities  Exchange Act of 1933, as amended,  the Company issued to certain
members of the Board of Directors of the Company or such individuals' affiliated
entities,  warrants  to  purchase  up to 102,000  shares of common  stock of the
Company  and a  subordinated  note in the  amount  of  $425,000,  without  sales
commissions.  The  transaction,   including  the  terms  of  conversion  of  the
subordinated note and of exercise of the warrant,  is described in Note 7 to the
condensed consolidated financial statements.

     The November 13, 2001 and April 10, 2002  amendments to the Company's  bank
borrowing facilities described in Note 6 to the condensed consolidated financial
statements  continue  to subject the Company to  financial  and other  covenants
which,  among other  things,  limit the repayment of  subordinated  debt and the
payment of dividends.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     The Company's  indebtedness  is described in the financial  statements  and
notes  thereto,  and  in  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations  contained  in this  Report.  Under that
indebtedness,  as of April  2,  2002,  the  Company  failed  to pay when due its
overadvance  provided  by the lender.  Subsequently,  the Company and its lender
reached  agreement with respect to (a) changes to the credit  availability,  (b)
certain increased  charges and (c) waiver of certain defaults,  all as set forth
in the credit amendments filed with this Report.

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

     Incorporated  by reference to Report on Form 8-K dated  January 28, 2002 in
which  results of voting of the  January  28,  2002  stockholders  meeting  were
reported.

ITEM 5. OTHER INFORMATION.

     Originally,  on January 25, 2002,  Royal  Precision,  Inc. (the  "Company")
received a letter from its independent  public  accountant,  Arthur Andersen LLP
("Andersen")  stating that the client-auditor  relationship between Andersen and
the Company will cease upon  completion of the quarterly  review for the quarter
ending February 28, 2002 and the Company filed a Current Report on Form 8-K with
respect to such matter. On March 29, 2002,  Andersen orally notified the Company
that,  notwithstanding  Andersen's  commitment  contained  in their  January  25
letter,  Andersen had subsequently decided not to perform any further accounting
services for the Company. As previously reported,  the Company is in the process
of selecting new accountants, which it has not finalized. The Company intends to
do so shortly.  In accordance  with Release No.  34-45589  under the  Securities
Exchange Act of 1934, as amended  ("Release  34-45589"),  the interim  financial
statements  contained  in this  Quarterly  Report  on Form  10-Q  have  not been
reviewed by an independent public accountant. Those financial statements will be
reviewed by the Company's new accountants after selection and, if in the opinion
of such accountants,  any changes are required, the Company will file an amended
Report on Form 10-Q in accordance with, and within the time required by, Release
34-45589.

On April  10,  2002,  at the same  time  that the  Company  amended  its  credit
agreements,  at the  request  of  the  Company's  lender,  the  Johnston  Family
Charitable Foundation converted its $1,250,000 of subordinated  indebtedness and
accrued interest through March 31, 2002 into 5,113,972 shares of Common Stock of
the Company pursuant to the terms of a Conversion Agreement.

                                       19
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits.

     (3) Certificate of Incorporation and Bylaws

     Exhibit 3.1. Second Amended and Restated  Certificate of  Incorporation  of
Royal  Precision,  Inc.  (as filed with the  Secretary  of State of  Delaware on
February 5, 2002)  (incorporated  by reference  to Exhibit 3.1 to the  Company's
Form 8-K dated January 28, 2002).

     Exhibit  3.2.  Amended  and  Restated  Bylaws  of  Royal  Precision,   Inc.
(incorporated  by  reference  to  Exhibit  3.2 to the  Company's  Form 8-K dated
January 28, 2002).

     (4) Instruments Defining the Rights of Security Holders

     Exhibit 4. 1. See Articles FOUR, FIVE and SEVEN of the Amended and Restated
Certificate of Incorporation at Exhibit 3.1.

     Exhibit 4.2. See Article I, Sections 2.1 and 2.2 of Article II and Sections
7.3 and 7.10 of Article  VII of the Bylaws of Royal  Precision,  Inc. at Exhibit
3.2.

     (10) Material Contracts.

     Exhibit 10.1.  Ninth Amendment to Credit and Security  Agreement and Waiver
of Defaults  between FM Precision Golf  Manufacturing  Corp.,  FM Precision Golf
Sales Corp. and Wells Fargo Business Credit, Inc. dated April 10, 2002.

     Exhibit 10.2.  Tenth  Amendment to Amended and Restated Credit and Security
Agreement and Waiver of Defaults  between Royal Grip,  Inc., Royal Grip Headwear
Company and Wells Fargo Business Credit, Inc. dated April 10, 2002.

     Exhibit 10.3. Form of Subordination Agreement dated April 10, 2002, between
the Company and  Christopher A. Johnston,  John C. Lauchnor,  Charles S. Mechem,
Jr., DWR, Custodian for Kenneth Warren,  Attorney at Law, fbo Kenneth J. Warren,
VIP Plus Profit  Sharing  Plan,  and the  Johnston  Family  Living Trust for the
benefit  of Wells  Fargo  Business  Credit,  Inc.  (see  Exhibit  10.5 which was
included as Exhibit A to Subordination Agreement).

     Exhibit 10.4.  Guaranty dated April 10, 2002 of the Johnston  Family Living
Trust.

     Exhibit 10.5. Form of Subordinated Promissory Note of the Company issued to
several  lenders with  schedule  setting  forth  material  details in which such
documents differ from the form attached (incorporated by reference to Exhibit 15
of Schedule 13D of Richard P. Johnston,  et al, dated March 28, 2002 (the "March
28 13D")).

     Exhibit  10.6.  Form of Warrant  issued to various  persons  with  schedule
setting  forth  material  details in which such  documents  differ from the form
(incorporated by reference to Exhibit 16 of the March 28 13D).

     Exhibit 10.7.  Conversion  Agreement between the Johnston Family Charitable
Foundation  and the Company dated March 11, 2002  (incorporated  by reference to
Exhibit 3 to  Amendment  No. 3 of Schedule  13D of Richard P.  Johnston,  et al,
filed March 22, 2002 ("13D Amendment No. 3")).

     Exhibit 10.8.  Designation Agreement between the Johnston Family Charitable
Foundation  and the Company dated March 1, 2002 which entitles the Foundation to
appoint  a  director   designee  to  the  Board  of  Directors  of  the  Company
(incorporated by reference to Exhibit 2 of 13D Amendment No. 3).

     Exhibit 10.9.  Guaranty  Agreement dated March 19, 2002 between the Company
and the  Johnston  Family  Living  Trust  (incorporated  herein by  reference to
Exhibit 13 to  Amendment  No. 4 of Schedule 13D of Richard P.  Johnston,  et al,
dated March 28, 2002 ("13D Amendment No. 4")).

     Exhibit  10.10.  Warrant  issued to the Johnston  Family Living Trust dated
March 19, 2002 (incorporated by reference to Exhibit 14 to 13D Amendment No.4).

                                       20
<PAGE>
     Exhibit 10.11.  Registration Rights Agreement dated February 26, 2002 among
the Johnston Family Living Trust,  Christopher A. Johnston,  DWR,  Custodian for
Kenneth Warren,  Attorney at Law, fbo Kenneth J. Warren, VIP Plus Profit Sharing
Plan, John C. Lauchnor, Charles S. Mechem, Jr., and the Company (incorporated by
reference to Exhibit 23 to the March 28 13D).

     (b) Reports on Form 8-K.

     Reports on Form 8-K were filed by the Registrant as follows:

          (i) Report dated  January 25, 2002,  in response to Item 4, Changes in
Registrant's  Certifying  Accountant,  reporting on the receipt of a letter from
the Company's  independent public  accountant,  Arthur Andersen LLP ("Andersen")
stating that the  client-auditor  relationship  between Andersen and the Company
would cease upon  completion  of the  quarterly  review for the  quarter  ending
February 28, 2002.

          (ii)  Report  dated  January  28,  2002,  in response to Item 5, Other
Events, in which results of voting of the January 28, 2002 stockholders  meeting
were reported.

          (iii)  Report  dated  February  21,  2002,  in  response  to  Item  9,
Regulation FD Disclosure,  reporting on the Company's  delisting from trading on
Nasdaq and completion of a private  placement of securities with certain members
of the Board of Directors of the Company.

                                   SIGNATURES

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

                                        ROYAL PRECISION, INC.


Date: April 12, 2002                    By: /s/ John C. Lauchnor
                                            ------------------------------------
                                            John C. Lauchnor, President
                                            (duly authorized officer)


                                        By: /s/ Frank W. Mertes
                                            ------------------------------------
                                            Frank W. Mertes, Vice President -
                                            Finance (chief financial officer)

                                       21
<PAGE>
                                  EXHIBIT INDEX

                                                                     PAGE IN
                                                                   SEQUENTIALLY
EXHIBIT                                                            NUMBERED COPY
-------                                                            -------------

3.1       Second    Amended   and   Restated    Certificate    of       *
          Incorporation of Royal  Precision,  Inc. (as filed with
          the Secretary of State of Delaware on February 5, 2002)
          (incorporated  by  reference  to  Exhibit  3.1  to  the
          Company's Form 8-K dated January 28, 2002).

3.2       Amended and Restated  Bylaws of Royal  Precision,  Inc.       *
          (incorporated  by  reference  to  Exhibit  3.2  to  the
          Company's Form 8-K dated January 28, 2002)

4.1       See  Articles  FOUR,  FIVE and SEVEN of the Amended and
          Restated Certificate of Incorporation of the registrant
          at Exhibit 3.1.

4.2       See Article I,  Sections  2.1 and 2.2 of Article II and
          Sections  7.3 and 7.10 of Article  VII of the Bylaws of
          Royal  Precision,  Inc.  (incorporated  by reference to
          Exhibit 3.2 to the Form S-4).

10.1      Ninth  Amendment to Credit and Security  Agreement  and      _____
          Waiver  of   Defaults   between   FM   Precision   Golf
          Manufacturing  Corp., FM Precision Golf Sales Corp. and
          Wells Fargo Business Credit, Inc. dated April 10, 2002,

10.2      Tenth  Amendment  to Amended  and  Restated  Credit and      _____
          Security Agreement and Waiver of Defaults between Royal
          Grip, Inc., Royal Grip Headwear Company and Wells Fargo
          Business Credit, Inc. dated April 10, 2002.

10.3      Form  of  Subordination   Agreement   dated   April 10,      _____
          2002,  between the Company and Christopher A. Johnston,
          John  C.  Lauchnor,   Charles  S.  Mechem,   Jr.,  DWR,
          Custodian  for Kenneth  Warren,  Attorney  at Law,  fbo
          Kenneth J. Warren,  VIP Plus Profit  Sharing Plan,  and
          the  Johnston  Family  Living  Trust for the benefit of
          Wells  Fargo  Business Credit, Inc. (see  Exhibit  10.5
          which was  included as  Exhibit A to  the Subordination
          Agreement).

10.4      Guaranty  dated April 10, 2002 of the  Johnston  Family      _____
          Living Trust

10.5      Form of  Subordinated  Promissory  Note of the  Company        *
          issued to several  lenders with schedule  setting forth
          material  details in which such  documents  differ from
          the form attached (incorporated by reference to Exhibit
          15 of Schedule 13D of Richard P. Johnston, et al, dated
          March 28, 2002 (the "March 28 13D")).

10.6      Form of Warrant issued to various persons with schedule        *
          setting forth material  details in which such documents
          differ  from the form  (incorporated  by  reference  to
          Exhibit 16 of the March 28 13D).

10.7      Conversion   Agreement   between  the  Johnston  Family        *
          Charitable  Foundation  and the Company dated March 11,
          2002   (incorporated  by  reference  to  Exhibit  3  to
          Amendment No. 3 of Schedule 13D of Richard P. Johnston,
          et al, filed March 22, 2002 ("13D Amendment No. 3")).

10.8      Designation   Agreement  between  the  Johnston  Family        *
          Charitable  Foundation  and the Company  dated March 1,
          2002  which   entitles  the  Foundation  to  appoint  a
          director  designee  to the  Board of  Directors  of the
          Company  (incorporated by reference to Exhibit 2 of 13D
          Amendment No. 3).

10.9      Guaranty  Agreement  dated March 19,  2002  between the        *
          Company   and  the   Johnston   Family   Living   Trust
          (incorporated  herein by  reference  to  Exhibit  13 to
          Amendment No. 4 of Schedule 13D of Richard P. Johnston,
          et al, dated March 28, 2002 ("13D Amendment No. 4"))

10.10     Warrant  issued to the  Johnston  Family  Living  Trust        *
          dated  March 19, 2002  (incorporated  by  reference  to
          Exhibit 14 to 13D Amendment No.4).

10.11     Registration  Rights  Agreement dated February 26, 2002        *
          among the Johnston Family Living Trust,  Christopher A.
          Johnston,  DWR, Custodian for Kenneth Warren,  Attorney
          at Law, fbo Kenneth J. Warren,  VIP Plus Profit Sharing
          Plan, John C. Lauchnor, Charles S. Mechem, Jr., and the
          Company (incorporated by reference to Exhibit 23 to the
          March 28 13D).

* Incorporated by reference.