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 November 30, 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 by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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

          Title of each class                    Outstanding at January 10, 2003
          -------------------                    -------------------------------
     Common Stock, par value $0.001                     12,718,877 Shares
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.

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

                                                         NOVEMBER 30,   MAY 31,
                                                             2002        2002
                                                           --------    --------
ASSETS                                                   (unaudited) (unaudited)
Current assets
   Cash                                                    $    271    $      6
   Accounts receivable, net of allowance for doubtful
     accounts of $171 and $194 at November 30, 2002
     and May 31, 2002, respectively                           4,300       3,518
   Inventories                                                3,546       4,363
   Other current assets                                         540         387
                                                           --------    --------
Total current assets                                          8,657       8,274

Property, plant and equipment, net                            5,212       5,543
Goodwill, net                                                 1,250       1,250
Other assets                                                     88         101
                                                           --------    --------

Total assets                                               $ 15,207    $ 15,168
                                                           ========    ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable                                        $  2,444    $  2,197
   Accrued salaries and benefits                                554         520
   Accrued pension liability                                    266         364
   Accrued restructuring costs                                  186         376
   Accrued environmental costs                                  179         212
   Other accrued expenses                                       579         422
   Current portion of long-term debt                          6,458       1,272
                                                           --------    --------
Total current liabilities                                    10,666       5,363

Long-term debt, less the current portion                      1,512       5,808
Subordinated debt                                                --         425
                                                           --------    --------
Total liabilities                                            12,178      11,596

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); 12,718,877 and 10,954,597
     shares issued and outstanding at November 30, 2002
     and May 31, 2002, respectively                              13          11
   Additional paid-in capital                                17,402      16,562
   Accumulated deficit                                      (14,304)    (12,919)
   Accumulated other comprehensive loss                         (82)        (82)
                                                           --------    --------

Total stockholders' equity                                    3,029       3,572
                                                           --------    --------

Total liabilities and stockholders' equity                 $ 15,207    $ 15,168
                                                           ========    ========

   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    (dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED            SIX MONTHS ENDED
                                                               --------------------------    --------------------------
                                                               NOVEMBER 30,   NOVEMBER 30,   NOVEMBER 30,   NOVEMBER 30,
                                                                   2002           2001           2002           2001
                                                               -----------    -----------    -----------    -----------
                                                               (unaudited)    (unaudited)    (unaudited)    (unaudited)
<S>                                                            <C>            <C>            <C>            <C>
Net Sales
  Golf club shafts                                             $     4,783    $     3,786    $     8,162    $     9,644
  Golf club grips                                                      728            689          1,893          1,496
                                                               -----------    -----------    -----------    -----------
                                                                     5,511          4,475         10,055         11,140
                                                               -----------    -----------    -----------    -----------
Cost of sales
  Golf club shafts                                                   4,314          3,237          7,565          7,859
  Golf club grips                                                      563            575          1,385          1,259
                                                               -----------    -----------    -----------    -----------
                                                                     4,877          3,812          8,950          9,118
                                                               -----------    -----------    -----------    -----------

      Gross profit                                                     634            663          1,105          2,022

Selling, general and administrative expenses,
  including restructuring costs of $887,000
  during the three months ended November 31, 2001                    1,096          2,254          2,041          4,039
                                                               -----------    -----------    -----------    -----------

      Operating loss                                                  (462)        (1,591)          (936)        (2,017)

Other (income) expense
  Interest expense                                                     127            213            293            383
  Other (income) expense                                               118            (13)           156            (57)
                                                               -----------    -----------    -----------    -----------

Loss before provision for income taxes                                (707)        (1,791)        (1,385)        (2,343)

Provision for income taxes                                              --             --             --            806
                                                               -----------    -----------    -----------    -----------
Loss before cumulative effect of change in
  accounting principle                                                (707)        (1,791)        (1,385)        (3,149)

Cumulative effect of change in accounting principle                     --             --             --          5,937
                                                               -----------    -----------    -----------    -----------
      Net loss                                                 $      (707)   $    (1,791)   $    (1,385)   $    (9,086)
                                                               ===========    ===========    ===========    ===========
Basic and diluted loss per share
  Loss before cumulative effect of change in
    accounting principle                                       $     (0.06)   $     (0.32)   $     (0.11)   $     (0.55)
  Cumulative effect of change in accounting principle                   --             --             --          (1.05)
                                                               -----------    -----------    -----------    -----------
      Net loss                                                 $     (0.06)   $     (0.32)   $     (0.11)   $     (1.60)
                                                               ===========    ===========    ===========    ===========
Common shares used to compute per share information
  Basic                                                             12,719          5,682         12,044          5,682
                                                               ===========    ===========    ===========    ===========
  Diluted                                                           12,719          5,682         12,044          5,682
                                                               ===========    ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                             SIX MONTHS ENDED
                                                                        --------------------------
                                                                        NOVEMBER 30,  NOVEMBER 30,
                                                                           2002           2001
                                                                        ----------     ----------
                                                                        (unaudited)    (unaudited)
<S>                                                                     <C>            <C>
OPERATING ACTIVITIES
  Net loss                                                              $   (1,385)    $   (9,086)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization                                              402            427
    Increase in valuation allowance for deferred income tax assets              --            806
    Accretion of discount on subordinated debt                                  --             35
    Impairment of goodwill                                                      --          5,937
    Stock based compensation                                                    --             23
    Amortization of deferred debt cost                                         117             --
    Loss on impairment or sale of equipment                                     13              7
    Change in operating assets and liabilities:
      Accounts receivable, net                                                (782)         2,576
      Inventories                                                              817           (179)
      Other assets                                                             145             65
      Accounts payable and accrued expenses                                    132            578
                                                                        ----------     ----------

Net cash (used) provided by operating activities                              (541)         1,189
                                                                        ----------     ----------
INVESTING ACTIVITIES
  Purchases of machinery and equipment                                         (84)          (317)
  Proceeds from sale of machinery and equipment                                 --             22
                                                                        ----------     ----------

Net cash used by investing activities                                          (84)          (295)
                                                                        ----------     ----------
FINANCING ACTIVITIES
    Borrowings (repayments) under lines-of-credit, net                       1,211         (1,473)
    Proceeds from issuance of subordinated debt and warrant                     --          1,000
    Repayments of long-term debt                                              (321)          (430)
                                                                        ----------     ----------

Net cash provided (used) by financing activities                               890           (903)
                                                                        ----------     ----------

Change in cash                                                                 265             (9)

Cash at beginning of period                                                      6             33
                                                                        ----------     ----------

Cash at end of period                                                   $      271     $       24
                                                                        ==========     ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
  Interest                                                              $      293     $      398
                                                                        ==========     ==========
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND BUSINESS

ORGANIZATION

The  accompanying  condensed  consolidated  financial  statements  include Royal
Precision,  Inc. ("RP"), a holding company, and its three wholly-owned operating
subsidiaries:  FM Precision Golf  Manufacturing  Corp. ("FM"), FM Precision Golf
Sales Corp.  ("FMP  Sales")  and Royal  Grip,  Inc.  ("RG"),  (collectively  the
"Company").  In addition, RG has a wholly owned subsidiary,  Royal Grip Headwear
Company. RP acquired RG on August 29, 1997 (the "RG Acquisition").

BUSINESS

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 Japan, China, Australia, Europe and Canada.

2.   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 of America.  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, 2002 included in the Company's Annual Report on Form 10-K and
amended on Form 10-K/A. 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 condensed
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.  The  condensed  consolidated
balance  sheet as of May 31, 2002 has been  derived  from the audited  financial
statements  at that  date,  but  does not  include  all of the  information  and
disclosures required for complete financial statements.

3.   RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of  Long-Lived  Assets"  which was  effective  for the  Company's  year
beginning  June 1, 2002.  SFAS 144  supersedes  the guidance under SFAS 121 with
respect to accounting  for  impairment of long-lived  assets as well as changing
the presentation and accounting for certain  operations that may be discontinued
by an  entity.  The  impact  of  adopting  SFAS 144 was not  significant  to the
Company's financial statements.

4.   RECLASSIFICATIONS

Certain  prior year  amounts  have been  reclassified  to conform to the current
year's presentation.

5.   EARNINGS (LOSS) 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.
<PAGE>
5.   EARNINGS (LOSS) PER SHARE (CONTINUED)

Loss per share  amounts for the three and six-month  periods ended  November 30,
2002 and 2001 were not affected by outstanding options, warrants and convertible
debt  securities  because their effect was  anti-dilutive.  The number of shares
used in computing (loss) per share amounts are as follows (in thousands):

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED           SIX MONTHS ENDED
                                                -------------------------   -------------------------
                                                NOVEMBER 30,  NOVEMBER 30,  NOVEMBER 30,  NOVEMBER 30,
                                                   2002          2001           2002          2001
                                                -----------   -----------   -----------   -----------
<S>                                            <C>            <C>          <C>            <C>
Basic:
Average common shares outstanding                    12,719         5,682        12,044         5,682

Diluted:
Dilutive effect of stock options and warrants            --            --            --            --
                                                -----------   -----------   -----------   -----------

Average common shares outstanding                    12,719         5,682        12,044         5,682
                                                ===========   ===========   ===========   ===========
</TABLE>

6.   INVENTORIES

Inventories,  net  of  valuation  allowances,  consisted  of the  following  (in
thousands):

                                                     NOVEMBER 30,      MAY 31,
                                                        2002            2002
                                                       ------          ------
Raw materials                                          $  381          $  315
Work-in-process                                         1,147             940
Finished goods                                          2,018           3,108
                                                       ------          ------

                                                       $3,546          $4,363
                                                       ======          ======

7.   PROPERTY, PLANT AND EQUIPMENT

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

                                                     NOVEMBER 30,      MAY 31,
                                                        2002            2002
                                                     -----------    -----------
Land                                                 $       123    $       123
Furniture, fixtures and office equipment                     599            599
Building and improvements                                    912            912
Machinery and equipment                                    5,624          5,624
Equipment held for sale                                      105            117
Construction in progress                                     709            626
                                                     -----------    -----------
                                                           8,072          8,001
Accumulated depreciation                                  (2,860)        (2,458)
                                                     -----------    -----------

                                                     $     5,212    $     5,543
                                                     ===========    ===========

Depreciation  expense for the six months  ended  November  30, 2002 and 2001 was
$402,000 and $427,000, respectively.

8.   BANK BORROWING ARRANGEMENTS

On  August  9,  2002,  the  Company  refinanced  its bank  debt.  In  connection
therewith,  the Company  executed an Amended and  Restated  Credit and  Security
Agreement (the Agreement). The Agreement includes lines-of credit
<PAGE>
8.   BANK BORROWING ARRANGEMENTS (CONTINUED)

and term loans.  The  lines-of-credit  are subject to renewal in July 2003.  The
Company  has a right to extend the  maturity  date  through  July 2004  provided
certain  requirements  are met.  The term loans mature in  September  2004.  The
effects of the refinancing have been retroactively applied to May 31, 2002.

Long-term debt consists of the following (in thousands):

                                                      NOVEMBER 30,      MAY 31,
                                                         2002            2002
                                                      -----------    -----------
Lines-of-credit                                       $     5,816    $     4,605
Term loans                                                  2,154          2,475
                                                      -----------    -----------
                                                            7,970          7,080

Current portion                                             6,458          1,272
                                                      -----------    -----------

Total long-term debt                                  $     1,512    $     5,808
                                                      ===========    ===========

Scheduled  annual  maturities of debt for the years ending May 31, 2003 and 2004
are $6,458,000 and $1,512,000, respectively.

Under  the  Agreement,  a  maximum  of  $6,500,000  may be  borrowed  under  the
lines-of-credit  using a formula based on accounts  receivable,  inventories and
letters of credit.  Amounts borrowed under the lines-of-credit  bear interest at
rates  ranging from prime to prime plus 3.00%.  The term loans bear  interest at
rates  ranging  from prime plus 3.25% to prime  plus  3.75%.  Substantially  all
assets  are  pledged as  collateral  for  borrowings  under the  Agreement.  The
Agreement also provides for certain financial  covenants relating to the amounts
of net losses and net assets.

In connection with the Agreement  certain  stockholders were required to provide
letters of credit by the lender.  The fair value of $400,000 for providing these
letters  of  credit  has been  recorded  as a  contribution  to  capital  with a
corresponding  charge to deferred debt costs.  The deferred debt costs are being
amortized over the term of the related debt.

9.   SUBORDINATED DEBT

During the fiscal year ended May 31,  2002,  the Company  issued to The Johnston
Family Charitable Foundation ("Johnston Foundation"),  a related party entity, a
subordinated  promissory  note (the  "Subordinated  Note") for  $1,250,000 and a
warrant to purchase up to 300,000 shares of common stock at $0.25 per share.  An
estimated  fair  value  of  $322,000  was  assigned  to  the  warrant  which  is
exercisable over a ten year period. Additionally, in the event of default by the
Company on the  Subordinated  Note,  the  Johnston  Foundation  had an option to
convert the Subordinated  Note into Company common stock at an exchange ratio of
$0.25 per share with respect to any outstanding  principal and accrued  interest
that was not repaid in full.  Subsequently,  during the  remainder of the fiscal
year ended May 31, 2002, the Johnston Foundation  exercised warrants to purchase
147,808  shares of common stock for $37,000.  In February  2002, the Company was
not in compliance  with certain  financial  bank loan covenants that resulted in
the Company defaulting on the Subordinated Note. As a result of this default and
in connection  with the April 10, 2002  amendment to its bank credit  facilities
the  bank  required  that as a  condition  to the  execution  by the bank of the
amendments,  the  Johnston  Foundation  convert  the  Subordinated  Note and the
outstanding  interest  accrued through March 31, 2002 into Company common stock.
On April 10, 2002, the Johnston  Foundation  converted the Subordinated Note and
accrued  interest  thereon of $28,493 into  5,113,972  shares of Company  common
stock. In connection  therewith,  additional  interest expense of $1,071,000 was
recognized,   including  $928,000   applicable  to  the  contingent   beneficial
conversion feature of the Subordinated Note and $143,000 of unamortized discount
associated with the detached  warrant in accordance  with EITF 98-5,  ACCOUNTING
FOR CONVERTIBLE  SECURITIES WITH BENEFICIAL  CONVERSION FEATURES OR CONTINGENTLY
ADJUSTABLE  CONVERSION  RATIOS  and EITF  00-27,  APPLICATION  OF ISSUE  98-5 TO
CERTAIN CONVERTIBLE INSTRUMENTS.

Also,  during the fiscal year ended May 31, 2002 the Company completed a private
placement of subordinated  promissory notes (the Additional  Subordinated Notes)
in the  aggregate  amount  of  $425,000  with  certain  members  of the board of
directors of the Company or such individuals'  affiliated entities.  These notes
<PAGE>
9.   SUBORDINED DEBT (CONTINUED)

bore  interest  at 13% and  were  due in full  on  October  26,  2002  and  were
subordinate  to both the FMP and RG bank credit  facilities.  The holders of the
Additional Subordinated Notes also received warrants to purchase an aggregate of
102,000  shares  of  Company  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  options to convert  these  notes into
Company  common stock at an exchange  ratio of $0.25 per share.  Using the Black
Scholes  option-pricing  model warrants granted to the holders of the Additional
Subordinated  Notes were deemed to have no value.  On  February  28,  2002,  the
commitment date of the Additional Subordinated Notes, the Company's common Stock
had a fair value of $0.20 per share,  as such, the  conversion  feature was also
deemed to have no value.

In connection with the August 9, 2002 refinancing,  the Additional  Subordinated
Notes of $425,000 and accrued  interest of $16,070 were converted into 1,764,280
shares of common stock. Accordingly, the Additional Subordinated Notes have been
classified as long-term debt as of May 31, 2002.

10.  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, 2002.  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.

Selected segment information follows (in thousands):

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED                              SIX MONTHS ENDED
                                                  NOVEMBER 30, 2002                              NOVEMBER 30, 2002
                                        ---------------------------------------       ---------------------------------------
                                         Golf        Golf                              Golf        Golf
                                         Club        Club       Un-                    Club        Club      Un-
                                        Shafts       Grips   allocated    Total       Shafts       Grips  allocated     Total
                                        ------       -----   ---------    -----       ------       -----  ---------     -----
<S>                                    <C>         <C>        <C>        <C>         <C>         <C>        <C>        <C>
Net sales                              $  4,783    $    728   $     --   $  5,511    $  8,162    $  1,893   $     --   $ 10,055
Operating (loss) income                    (566)        104         --       (462)     (1,072)        136         --       (936)
Depreciation                                152          48         --        200         306          96         --        402
Interest expense                            109          18         --        127         264          29         --        293


Total assets for reportable segments                                                 $ 13,815    $  6,201   $     --   $ 20,016

Elimination of investment in
  subsidiary                                                                                                             (4,809)
                                                                                                                       --------
Condensed consolidated total assets                                                                                    $ 15,207
                                                                                                                       ========

                                                 THREE MONTHS ENDED                              SIX MONTHS ENDED
                                                  NOVEMBER 30, 2001                              NOVEMBER 30, 2001
                                        ---------------------------------------       ---------------------------------------
                                         Golf        Golf       (A)                    Golf        Golf      (A)
                                         Club        Club       Un-                    Club        Club      Un-
                                        Shafts       Grips   allocated    Total       Shafts       Grips  allocated     Total
                                        ------       -----   ---------    -----       ------       -----  ---------     -----
Net sales                              $  3,786    $    689   $     --   $  4,475    $  9,644    $  1,496   $     --   $ 11,140
Operating (loss) income                    (589)       (115)      (887)    (1,591)       (806)       (324)      (887)    (2,017)
Depreciation                                156          58         --        214         313         114         --        427
Interest expense                            167          11         35        213         322          26         35        383


Total assets for reportable segments                                                 $ 12,391    $  9,357   $     --   $ 21,748

Elimination of investment in
  subsidiary                                                                                                             (5,894)
                                                                                                                       --------
Condensed consolidated total assets                                                                                    $ 15,854
                                                                                                                       ========
</TABLE>

(A)  "Unallocated"  for the three and six- month periods ended November 30, 2001
     includes costs associated with a corporate  restructuring  and accretion of
     debt which are not allocated to the operating segments.
<PAGE>
11.  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 performed an assessment 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 to the Naugatuck River.  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  diverted  from the
Naugatuck  River. A provision was recorded for the proposed civil penalty during
the fiscal year ended May 31, 2001. However,  management believes it is possible
that the proposed  civil  penalty may be reduced when the final consent order is
executed.

Environmental costs, net of recoveries, related to the various matters discussed
above totaled $0 and $15,000,  during the three-month periods ended November 30,
2002 and 2001,  respectively,  and $0 and $45,000,  during the six-month periods
ended November 30, 2002 and 2001, respectively.

12.  VALUATION ALLOWANCE ON DEFERRED TAX ASSETS

As of May 31,  2001,  the Company  had  recorded  deferred  income 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 then 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  income tax assets based on the more likely than not criteria
for  realizability  of deferred income tax assets  established in SFAS 109. This
increase in the valuation allowance is reflected as a provision for income taxes
of  $806,000  during  the  six-month  period  ended  November  30,  2001  in the
accompanying condensed consolidated statement of operations.

13.  GOODWILL IMPAIRMENT

In connection with adopting SFAS No. 142, "Goodwill and Other Intangible Assets"
during  the fiscal  quarter  ended  August  31,  2001,  the  Company  tested its
unamortized  previously  recognized  goodwill for impairment.  An impairment was
recorded 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 six months ended  November 30, 2001.  There was no income tax
effect of this change in accounting principle.
<PAGE>
14.  CORPORATE RESTRUCTURING

In September  2001, the Company's  board of directors  approved a  restructuring
plan designed to streamline  operations and reduce expenses.  The  restructuring
was  completed  during the fiscal  year ended May 31,  2002.  The  restructuring
included staff  reductions and 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.

During the fiscal year ended May 31, 2002, the Company  recorded a restructuring
charge of  approximately  $1,313,000 for various costs as shown below.  Of these
costs,  $887,000 were  recognized  through  November 30, 2001 and the balance of
$462,000 recognized  subsequently  through May 31, 2002. Of the amount expensed,
$1,290,000  represents  cash costs,  of which  $1,104,000  has been paid through
November 30, 2002 ($914,000 paid through May 31, 2002).

     Employee severance                                       $  752,000
     Lease obligation                                            347,000
     Employee hiring and relocation costs                        166,000
     Other                                                        48,000
                                                              ----------
                                                              $1,313,000
                                                              ==========

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   received   severance   benefits  of
approximately $649,000 and $103,000 in fiscal years 2002 and 2003, respectively.

The lease term of the Company's  former  corporate  headquarters  in Scottsdale,
Arizona  continues  through  May  2004.  The  Company's  monthly  rent,  net  of
sub-leases,  is  approximately  $17,000  through  December  2002, and reduced to
approximately  $8,000 for the remaining term of the lease.  The aggregate rental
obligation  over the  remaining  term of the lease as of  November  30,  2002 is
approximately $410,000. The Company had accrued the estimated expense associated
with  this  lease  of  $347,000  as part of the  restructuring.  Of this  amount
$186,000 remained unpaid as of November 30, 2002 ($273,000 as of May 31, 2002).
<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, 2002, as
amended.

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, China, 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.

Operating  results  may be affected by certain  accounting  estimates.  The most
significant  accounting  estimates in the financial  statements  relate to asset
valuation allowances (slow moving and obsolete inventories, accounts receivable,
deferred  income tax assets,  property  plant and  equipment  and  goodwill) and
accruals  for  restructuring  and  environmental  costs.  Management  critically
evaluates the Company's estimates to establish its reserves and needed accruals.
To the extent these estimates change,  net income will be affected in the period
these changes are determined.

THREE MONTHS ENDED NOVEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED NOVEMBER
30, 2001 --

NET  SALES.  Net  sales  for the  three  months  ended  November  30,  2002 were
$5,511,000, an increase of $1,036,000 or 23% from net sales of $4,475,000 during
the  corresponding  period in 2001.  Net sales of golf club shafts  increased by
$997,000 or 26% and net sales of golf club grips increased by $39,000 or 6%. The
Company has experienced an overall increase in sales which management attributes
to successful sales and marketing efforts.
<PAGE>
COST OF SALES.  Cost of goods sold for the three months ended  November 30, 2002
was  $4,877,000,  an  increase of  $1,065,000  or 28% from cost of goods sold of
$3,812,000  during the  corresponding  period in 2001  primarily  as a result of
lower  total  net  sales.  The  cost of golf  club  shafts  sales  increased  by
$1,077,000 or 33% and the cost of golf club grips sales  decreased by $12,000 or
2%. The  increase in the cost golf club  shafts  sales  resulted  from a greater
quantity of shafts sold. The decrease in the cost of golf club grip sales is the
result of reduced material costs.

GROSS  PROFIT.  Gross profit for the three  months  ended  November 30, 2002 was
$634,000,  a decrease of $29,000 or 4% under gross profit of $663,000 during the
corresponding  period in 2001.  Gross  profit  from  sales of golf  club  shafts
decreased by $80,000 or 15% to $469,000. Expressed as a percentage of sales, the
gross  profit from sales of golf club shafts  decreased  from 15% to 10%.  Gross
profit during the three months ended November 30, 2002 was  negatively  impacted
by lower average  selling prices as compared to the  corresponding  2001 period.
Gross  profit  from  sales of golf club  grips  increased  by  $51,000 or 45% to
$165,000.  Expressed  as a percentage  of sales,  the gross profit from sales of
golf club grips increased from 17% to 23% due to reduced material costs.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  for the three  months  ended  November  30,  2002 were
$1,096,000,   a  decrease  of  $1,158,000  or  51%  from  selling,  general  and
administrative  expenses of $2,254,000 during the corresponding  period in 2001.
This  decrease is primarily  due to the  inclusion of $887,000 in  restructuring
costs in the three months ended November 30, 2001 and reduced  spending on sales
and marketing activities of $96,000 during the three-month period ended November
30, 2002, compared to last year.

INTEREST EXPENSE.  Interest expense for the three months ended November 30, 2002
was  $127,000,  a decrease of $86,000 or 40% from  interest  expense of $213,000
during the  corresponding  period in 2001. The decrease is attributable to lower
borrowings  on the  Company's  lines of  credit  and by a  decline  in the prime
interest rate and the rate charged by the Company's lender.

OTHER  (INCOME)  AND  EXPENSE.  Other  (income) and expense for the three months
ended November 30, 2002 and 2001 were $118,000 and $(13,000),  respectively. The
three-month  period  ended  November  30,  2002  is  principally   comprised  of
amortization  of debt cost of  $100,000,  while the income for the three  months
ended  November 30, 2001 is  principally  royalties  earned on sales of headwear
products which royalty provisions expired during this time period.

SIX MONTHS ENDED NOVEMBER 30, 2002 COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30,
2001 --

NET  SALES.  Net  sales  for  the  six  months  ended  November  30,  2002  were
$10,055,000,  a  decrease  of  $1,085,000  or 10% from net sales of  $11,140,000
during the corresponding period in 2001. Net sales of golf club shafts decreased
by $1,482,000  or 15% and net sales of golf club grips  increased by $397,000 or
27%. 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.  This is offset
by an increase in overall sales during the second quarter of fiscal year 2003 as
compared  to the  corresponding  quarter in fiscal year 2002,  which  management
attributes to successful sales and marketing efforts. This change in product mix
has negatively impacted the Company's average selling prices and profit margins.

COST OF SALES. Cost of goods sold for the six months ended November 30, 2002 was
$8,950,000,  a decrease of $168,000 or 2% from cost of goods sold of  $9,118,000
during the corresponding period in 2001 primarily as a result of lower total net
sales.  The cost of golf club shafts  sales  decreased by $294,000 or 4% and the
cost of golf club grips sales increased by $126,000 or 10%.  Reduced  production
needs at the  Company's  manufacturing  facility  during the first quarter ended
August 31, 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 six months  ended  November  30,  2002 was
$1,105,000,  a decrease  of $917,000  or 45% under  gross  profit of  $2,022,000
during the  corresponding  period in 2001.  Gross profit from sales of golf club
shafts decreased by $1,188,000 or 67% to $597,000.  Expressed as a percentage of
sales, the gross profit from sales of golf club shafts decreased from 19% to 7%.
Gross  profit  during the six months  ended  November  30,  2002 was  negatively
<PAGE>
impacted  by  a  change  in  the  mix  of  products  sold  and  a  reduction  in
manufacturing  output as compared to the corresponding 2001 period. Gross profit
from  sales of golf  club  grips  increased  by  $271,000  or 114% to  $508,000.
Expressed  as a  percentage  of sales,  the gross profit from sales of golf club
grips increased from 16% to 27% due to reduced unit cost.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  for  the six  months  ended  November  30,  2002  were
$2,041,000,   a  decrease  of  $1,998,000  or  49%  from  selling,  general  and
administrative  expenses of $4,039,000 during the corresponding  period in 2001.
This  decrease is primarily  due to the  inclusion of $887,000 in  restructuring
costs in the six  months  ended  November  30,  2001  and  reduced  spending  on
television and print advertising costs of $440,000 during the three-month period
ended November 30, 2002 compared to last year.

INTEREST  EXPENSE.  Interest  expense for the six months ended November 30, 2002
was  $293,000,  a decrease of $90,000 or 23% from  interest  expense of $383,000
during the  corresponding  period in 2001. The decrease is attributable to lower
borrowings  on the  Company's  lines of  credit  and by a  decline  in the prime
interest rate and the rate charged by the Company's lender.

OTHER (INCOME) AND EXPENSE.  Other (income) and expense for the six months ended
November  30,  2002 and 2001 were  $156,000  and  $(57,000),  respectively.  The
six-month   period  ended  November  30,  2002  is   principally   comprised  of
amortization of debt cost of $117,000, while the income for the six months ended
November 30, 2001 is principally  royalties earned on sales of headwear products
which royalty provisions expired during this time period.

PROVISION  FOR INCOME  TAXES.  Income tax  provisions  of $0 and  $806,000  were
recorded  during the six months ended November 30, 2002 and 2001,  respectively.
As of May 31, 2001,  the Company had  recorded  deferred tax assets of $800,000,
net of a valuation  allowance of $1,700,000.  Due to the loss recognized  during
the fiscal year ending May 31, 2002,  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. No
adjustments  to the  valuation  allowance on deferred  tax assets were  recorded
during the six-month period ended November 30, 2002.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE.  As discussed in Note 13 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  accompanying   condensed
consolidated statement of operations for the six months ended November 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES --

At November 30, 2002, the Company had negative working capital of $2,011,000 and
a  current  ratio  of  0.8 to 1 as  compared  to  positive  working  capital  of
$2,911,000  and a current  ratio of 1.5 to 1 at May 31,  2002.  This  decline in
working  capital is primarily a result of the line of credit  becoming  current.
The lines of credit are  subject to renewal in July 2003.  The  Company  has the
right  to  extend  the  maturity  date  through  August  2004  provided  certain
requirements  are met,  including  an  extended  letter of credit  from  certain
stockholders.

As of August 16, 2002, the Company  refinanced its bank debt. The effects of the
refinancing have been retroactively  applied to May 31, 2002. The interest rates
on the  refinanced  debt are 1% to 4% lower than the prior  rates.  Prior to the
August  2002  refinancing,  the  Company  was  not in  compliance  with  certain
financial  covenants,  but was successful in obtaining the necessary waivers and
amendments in August 2001,  February 2002 and May 2002, to remedy such defaults.
Although the Company  believes it will be in compliance with the covenants under
the  refinancing,  there can be no assurance  that the Company  would be able to
obtain any  necessary  waivers or amendments  upon the  occurrence of any future
incidence  of  noncompliance  with loan  covenants.  As such,  any  instance  of
noncompliance  could have a material  adverse effect on the Company's  financial
condition.

The  Company's  bank credit  facility  includes two lines of credit and two term
loans. The outstanding  principal balance of the term loans at November 30, 2002
was  $2,154,000.  The term loans are due in monthly  principal  installments  of
$53,517 until August 2004 with a final principal  payment of $1,030,150 at their
maturity in September  2004.  The term loans bear interest at rates ranging from
prime plus 3.25% to prime plus 3.75%.  The  outstanding  balance on the lines of
credit at November 30, 2002 was  $5,816,000;  the lines of credit are subject to
renewal in July  2003.  The  Company  has a right to extend  the  maturity  date
<PAGE>
through July 2004 provided certain  requirements are met. Amounts borrowed under
the lines of credit  bear  interest  at rates  ranging  from prime to prime plus
3.0%.

During fiscal year 2002,  the Company issued to The Johnston  Family  Charitable
Foundation  ("Johnston  Foundation"),  a related  party entity,  a  subordinated
promissory  note (the  "Subordinated  Note")  for  $1,250,000  and  warrants  to
purchase  up to  300,000  shares of common  stock.  Subsequently,  the  Johnston
Foundation  exercised a portion of the  warrants to purchase  147,808  shares of
common stock and converted the $1,250,000 Subordinated Note and accrued interest
into 5,113,972 shares of common stock. See Note 9 to the condensed  consolidated
financial statements contained herein.

Also,  during  fiscal year 2002,  the  Company  issued  additional  subordinated
promissory  notes (the "Additional  Subordinated  Notes") of $425,000 to certain
members of the board of directors of the Company or such individuals' affiliated
entities.  The  holders  of the  Additional  Subordinated  Notes  also  received
warrants to purchase  102,000  shares of common stock.  In  connection  with the
August  9, 2002  refinancing,  the  Additional  Subordinated  Notes and  accrued
interest  of $16,070  were  converted  into  1,764,280  shares of common  stock.
Accordingly, the Additional Subordinated Notes have been classified as long-term
debt as of May 31,  2002.  See Note 9 to the  condensed  consolidated  financial
statements contained herein.

The Company  believes that its existing  lines-of-credit  are sufficient to fund
the planned  operating  needs for its  business  through  the July 2003  renewal
period of its current lines-of credit,  assuming that management's  expectations
regarding results of operations are realized.  The Company also believes that it
will be able to renew its existing  lines-of-credit during the July 2003 renewal
period  assuming  that either  management's  expectations  regarding  results of
operations are realized so as to yield  additional cash, the Company's needs for
cash in  addition  to cash  generated  by  operations  are  reduced  or  certain
stockholders  choose to extend  their  letters of credit as provided  for in the
current lending agreement.  If these developments are not realized,  the Company
will be required to obtain  additional  capital.  There can be no assurance that
the Company will be able to do so. Failure to do so will have a material adverse
effect on the  Company's  financial  condition.  The  Company has noted a recent
trend that the Company's customers have expressed an uncharacteristic reluctance
to commit to sales on any more than a  short-term  basis.  The Company  believes
that this is due to the  uncertainties  in the  economy.  Failure  to obtain the
Company's  expected  sales  levels  will have a material  adverse  effect on the
Company's  financial  condition.  Existing lines of credit enable the Company to
borrow a maximum of  $6,500,000  using a formula  based on accounts  receivable,
inventories and letters of credit.  Major stockholders,  Richard P. Johnston and
Christopher A. Johnston,  provided the letters of credit. Those stockholders are
not  obligated to extend their letters of credit beyond August 9, 2003 and there
can be no assurance that they will elect to do so.

During the six month period ended  November 30, 2002, net cash used by operating
activities  was $541,000.  This  included a net loss of  $1,385,000  for the six
months ended  November 30, 2002 and an increase in net  accounts  receivable  of
$782,000 which was off-set by a reduction in inventory levels of $817,000.

Net cash used in investing  activities  for the six-month  period ended November
30, 2002 was $84,000 and was used for the purchase of machinery and equipment.

Net cash  provided  in  financing  activities  for the  six-month  period  ended
November  30,  2002 was  $890,000  and was the result of the net  borrowings  on
lines-of-credit of $1,211,000 and repayments of term debt of $321,000.

ENVIRONMENTAL MATTERS --

For a discussion of relevant  environmental  issues,  please refer to Note 11 to
the condensed consolidated financial statements contained herein.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Sales of the Company's  products  outside the United States are  denominated  in
U.S.  dollars.  The Company does not  participate  in any market risk  sensitive
financial  instruments or other financial and commodity instruments and holds no
investments.

The Company's  primary market risk continues to relate to its variable rate debt
obligations,  which  are  described  in  Note  8 to the  condensed  consolidated
financial statements.

ITEM 4. CONTROLS AND PROCEDURES

As of a date  within 90 days prior to the date of the  filing of this  Quarterly
Report on Form 10-Q, the Company's Chief  Executive  Officer and Chief Financial
Officer had reviewed and evaluated the effectiveness of the Company's disclosure
controls and procedures,  which included  inquiries made to certain other of its
employees.  Based upon that  evaluation,  the Chief Executive  Officer and Chief
Financial Officer have concluded that the Company's current disclosure  controls
and procedures  are effective and sufficient to ensure that the Company  record,
process,  summarize  and report  information  required  to be  disclosed  in the
Company's periodic Exchange Act reports.  There have been no significant changes
in the Company's internal controls or in other factors that could  significantly
affect internal  controls  subsequent to the date of the evaluation by the Chief
Executive  Officer  and Chief  Financial  Officer.  The  design of any system of
controls  and  procedures  is based in part upon certain  assumptions  about the
likelihood  of future  events.  There can be no  assurance  that any design will
succeed in achieving  its stated goals under all  potential  future  conditions,
regardless of how remote.
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5. OTHER INFORMATION.

     As previously reported,  on August 30, 2002, the Company received a revised
offer from Royal Associates,  Inc. ("RA") for the acquisition of those shares of
common stock of the Company owned by public stockholders (excluding stockholders
who  are  stockholders  of RA,  persons  associated  with RA and  certain  other
stockholders designated by RA) pursuant to which a wholly-owned subsidiary of RA
would be merged  with and into the  Company,  in a cash-out  merger in which the
public  stockholders  of the Company would receive a price of $0.10 per share in
cash. On September 12, 2002, the Company, RA and a wholly-owned subsidiary of RA
entered into an Agreement and Plan of Merger. The transaction remains subject to
approval of the Company's stockholders which is anticipated to occur on February
4, 2003. On January 2, 2003,  the Company,  RA and other filing  persons filed a
Definitive  Schedule  13E-3  Transaction  Statement  and the  Issuer  filed  its
Schedule 14C revised  Definitive  Information  Statement with the Securities and
Exchange Commission.

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.

          Exhibit 4.3.  See Section 7.5 of the Amended and  Restated  Credit and
Security  Agreement  dated  as  of  August  9,  2002  among  FM  Precision  Golf
Manufacturing  Corp.  and FM Precision Golf Sales Corp. and Wells Fargo Business
Credit, Inc.
<PAGE>

          Exhibit 4.4. See Section 7.5 of the Second Amended and Restated Credit
and Security  Agreement dated August 9, 2002 among Royal Grip,  Inc., Royal Grip
Headwear Company and Wells Fargo Business Credit, Inc.

     (b)  Reports on Form 8-K.

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

          (i) Report dated September 12, 2002, in response to Item 9, Regulation
FD  Disclosure,  announcing  that the Company had entered into an Agreement  and
Plan of Merger with Royal Associates, Inc.

          (ii) Report dated October 11, 2002, in response to Item 9,  Regulation
FD Disclosure,  reporting that the  certification of the chief executive officer
and chief financial officer  accompanied the Company's Form 10-Q for the quarter
ended August 31, 2002.

          (iii) Report dated December 6, 2002, in response to Item 9, Regulation
FD Disclosure,  reporting that the  certification of the chief executive officer
and chief financial officer  accompanied the Company's Amendment No. 2 to Annual
Report on Form 10-K for the fiscal year ended May 31, 2002.
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this Form  10-Q to be signed on its  behalf by the
undersigned, thereunto duly authorized.

Dated: January 13, 2003                 ROYAL PRECISION, INC.
                                        (the "Registrant")

                                        By /s/ John C. Lauchnor
                                           -------------------------------------
                                           John C. Lauchnor, President and Chief
                                           Executive Officer (Principal
                                           Executive Officer)

                                        By /s/ Frank W. Mertes
                                           -------------------------------------
                                           Frank W. Mertes, Vice President -
                                           Finance (Principal Financial Officer
                                           and Principal Accounting Officer)
<PAGE>
                                 CERTIFICATIONS

I, John C. Lauchnor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Royal Precision, Inc.;

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

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

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

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

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

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


Date: January 13, 2003                  /s/ John C. Lauchnor
                                        ----------------------------------------
                                        John C. Lauchnor, President,
                                        Chief Executive Officer
<PAGE>
I, Frank W. Mertes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Royal Precision, Inc.;

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

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

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

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

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

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


Date: January 13, 2003                  /s/ Frank W. Mertes
                                        ----------------------------------------
                                        Frank Mertes, Vice President - Finance,
                                        Chief Financial Officer
<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).

4.3       See Section 7.5 of the Amended and Restated  Credit and       *
          Security  Agreement dated as of August 9, 2002 among FM
          Precision  Golf  Manufacturing  Corp.  and FM Precision
          Golf Sales Corp. and Wells Fargo Business Credit,  Inc.
          (incorporated  by  reference  to  Exhibit  10.63 to the
          Company's Form 10-K for the year ended May 31, 2002).

4.4       See  Section  7.5 of the Second  Amended  and  Restated       *
          Credit  and  Security  Agreement  dated  August 9, 2002
          among Royal Grip, Inc., Royal Grip Headwear Company and
          Wells Fargo  Business  Credit,  Inc.  (incorporated  by
          reference to Exhibit 10.64 to the  Company's  Form 10-K
          for the year ended May 31, 2002.

*    Incorporated by reference.