McHenry Metals Golf Corp/CA – ‘424B3’ on 11/24/98

As of:  Tuesday, 11/24/98   ·   Accession #:  1013839-98-59   ·   File #:  333-53737

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            61    262K 

Document Table of Contents

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                                                          Rule 424(b)(3)
                                                      File No. 333-53737

MCHENRY METALS GOLF CORP.           
2,571,094 WARRANTS AND UNDERLYING SHARES OF COMMON STOCK          

McHenry Metals Golf Corp. (the "Company") is registering:                       

bullet    1,271,094 redeemable warrants ("Series A Warrants") to be             
distributed as soon as practicable after the date of this   
      prospectus, to common stockholders of record as of March 31, 1997;

bullet    1,300,000 redeemable warrants ("Shop Warrants" and "Pro Warrants")    
      to be granted to certain dealers of the Company's products, and to
      golf professionals who use and endorse the Company's products; and

bullet    2,571,094 shares of $.001 par value common stock, (the "Common        
     Stock" or the "Shares") issuable upon exercise of these Warrants.

The Company is not registering resale of these securities. Any resale must be   
separately registered with the Securities and Exchange Commission or exempt     
from registration under the Securities Act of 1933. Each Warrant entitles the   
holder to purchase one share of Common Stock of the Company.  Each Series A     
Warrant is exercisable at $1.00 per share during the first year, $1.50 per      
share during the second year, and $2.00 per share during the third year         
following the date of this prospectus. Each Shop Warrant and Pro Warrant will   
be exercisable at a price equal to the fair market value of the Common Stock    
at the time of issuance of the Warrant, determined by taking the average of     
the bid and asked prices quoted by the 3 highest market makers, during the 5    
trading days preceding the date of grant of the Warrant.  All of the Warrants   
will be callable and can be redeemed by the Company for $.01 per Warrant on     
30 days notice at any time after the closing bid price of the Common Stock      
equals or exceeds the exercise price of that Warrant for 10 consecutive         
trading days (or, in the case of Series A Warrants, 200% of the exercise        
price then in effect, for 20 consecutive trading days).  Warrants may only be   
exercised or redeemed if a current prospectus is in effect. The exercise and    
redemption prices of the Warrants were arbitrarily determined by the Company    
and bear no relationship to assets, shareholders equity or any other objective  
criteria of value. The Company's Common Stock is quoted on the NASD Electronic  
Bulletin Board under the Symbol "GLFN" and the current (November 6, 1998) bid   
price quotation is $1.09.                                                       

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SUBSTANTIAL AND IMMEDIATE    
DILUTION AND SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD TO RISK THE   
LOSS OF THEIR ENTIRE INVESTMENT.  SEE "RISK FACTORS" ON PAGE    .               

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE            
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE            
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY            
OF THE PROSPECTUS.  ANY REPRESENTATION TO           
THE CONTRARY IS A CRIMINAL OFFENSE.             

The Warrants are being distributed without any cash consideration.  The Shares  
are being offered by the Company only to the holders of the Warrants, and will  
be sold by the Company without any underwriting discounts or other              
commissions.  The offering price of the Shares is payable in cash upon          
exercise of the Warrants.  No minimum number of Warrants must be exercised,     
and no assurance exists that any Warrants will be exercised.                    

The date of this Prospectus is November 9, 1998           

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TABLE OF CONTENTS                                            Page     

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . 3          

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6          

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13          

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . .14          

MARKET INFORMATION & DIVIDEND POLICY . . . . . . . . . . . . . . . .15          

MANAGEMENT'S PLAN OF OPERATIONS. . . . . . . . . . . . . . . . . . .16          

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19          

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .25          

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26          

CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . .32          

DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . .34          

SHARES ELIGIBLE FOR FUTURE SALE. . . . . . . . . . . . . . . . . . .37          

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . .38          

LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . .39          

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39          

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . See Index          

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PROSPECTUS SUMMARY          

This summary is qualified in its entirety by the more detailed    
information appearing elsewhere in the Prospectus.                          

THE COMPANY         

McHenry Metals Golf Corp. (the "Company") is in the business of             
designing, developing, marketing and distributing premium quality golf      
clubs using its own design concepts, which utilize state-of-the-art         
engineering technology,  manufacturing processes, and the newest            
materials available to the golf industry.  The Company is led by Mr.        
Gary V. Adams, who previously founded Taylor Made Golf Company,  where      
he first introduced the "metal wood" golf club driver,  and later           
started Founders Club Golf Company. The management team has extensive       
relationships and product development, sales and marketing experience in    
the golf industry.  Four of the Company's executives have over thirty       
years of experience in the golf industry, two have been in the business     
for over twenty years, and two others played key roles in developing a      
golf company within the past decade. The Company's long term objective      
is to build a diversified golf equipment company with a market              
leadership position in domestic and international markets.  In the          
short-term, the Company will focus on developing a business in the metal    
wood product category. The Company is currently focusing the majority of    
its product research and development efforts on becoming a successful       
metal wood company.  The Company introduced its first product, the          
TourPure driver, at the PGA International Golf Show in Las Vegas during     
September, 1997. The Company began shipping product to sales                
representatives in January, 1998 and to customers in February, 1998.  A     
complete line of metal fairway woods complementing the TourPure driver      
was introduced at the PGA Merchandise Show in Orlando, Florida, held        
January 30 - February 2, 1998.  The Company is adding a 3, 4, 5, 7, and     
9 wood to the TourPure family.  The metal fairway woods incorporate the     
features of the TourPure driver, plus design enhancements for weight        
distribution. As of June 30, 1998, the Company had recorded net sales       
of $1.3 million.                                                            

The principal executive offices are located at 1945 Camino Vida Roble,      
Suite J, Carlsbad, California 92008.  The telephone number is (760) 929-    
0015. The Company was incorporated in Utah on October 31, 1985, and         
changed its corporate domicile to Nevada in March, 1994.                    

THE OFFERING        

Securities         1,271,094 redeemable Series A Warrants, 1,000,000        
offered            redeemable Shop Warrants, 300,000 redeemable Pro         
               Warrants, and 2,571,094 Shares of Common Stock, $.001
            par value of the Company issuable upon exercise of
                the Series A Warrants, Shop Warrants and Pro Warrants.
See "Description of Securities".      

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Offering Prices    Series A Warrants will be distributed at no cost;        
       the Shop and Pro Warrants will be distributed
           without cash consideration. The Shares underlying
         the Series A Warrants will be sold at $1.00 per
      share during the first year, $1.50 per share
               during the second year and $2.00 per share during the
               third year following the date of this prospectus. The
             Shares underlying the Shop and Pro Warrants will be
              sold at the exercise prices of those warrants, which
              will be based on the fair market value of the Common
          Stock at the time of granting of those warrants.

Plan of            Series A Warrants  will be distributed as soon as        
Distribution       practicable after the date of this prospectus, to        
             the common stockholders of the Company of record as
            of March 31, 1997.  Shop Warrants and Pro Warrants
       will be distributed to certain dealers of the
          Company's products and to golf professionals who
              agree to use and endorse the Company's products. The
        Shares will be offered and sold by the Company
                  without any underwriting discounts or other commissions,
             to the holders of these Warrants, upon the exercise
thereof.  See "Plan of Distribution." 

Securities         The Company is authorized to issue up to 50,000,000      
Outstanding        shares of Common Stock.  At June 30, 1998,               
            11,011,860 shares were issued and outstanding. The
            Company has since issued or agreed to issue 43,577
          shares, and has reserved from its authorized but
               unissued capital 2,571,094 shares of Common Stock for
              issuance upon exercise of the Series A, Shop and Pro
            Warrants. 319,033 shares are reserved for issuance
             upon exercise of Unit Warrants already outstanding.
       The Company is also authorized to issue up to
            5,000,000 shares of Preferred Stock in one or more
              series with such rights and preferences as the Board
             of Directors may designate.  The Board of Directors
           has not designated any series of Preferred Stock.
See "Description of Securities."      

Warrants           Each Warrant entitles the holder to purchase one         
       share of Common Stock.  Series A Warrants are
           exercisable at $1.00 during the first year, $1.50
            during the second year, and $2.00 during the third
       year, after the date of this Prospectus.  The
            Series A Warrants are callable and can be redeemed
            by the Company for $.01 per Series A Warrant on 30
        days notice at any time after the date of this
Prospectus if the closing bid         

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                 price of the Common Stock equals or exceeds 200% of the
               exercise price for 20 consecutive trading days.  Each
          Shop Warrant and Pro Warrant is callable and can
               be redeemed by the Company for $.01 per Warrant on 30
                   days notice at any time after the date of this Prospectus

             if the closing bid price of the Common Stock equals
            or exceeds the exercise price of that Warrant, for
               10 consecutive trading days.  The exercise prices for
           the Warrants are subject to adjustment in certain
   events.  See "Description of Securities."

Use of Proceeds    There is no assurance as to the amount of proceeds       
              that may be received from the exercise of any of the
           Warrants.  Any proceeds that are received will be
               used generally to provide additional working capital,
               but have not been specifically allocated, inasmuch as
         there is no assurance when or how many (if any)
Warrants will be exercised.           

Transfer Agent     Interwest Transfer Company, Inc., 1981 East 4800         
            South, Suite 100, Salt Lake City, Utah 84117,(801)
          272-9294, serves as transfer agent and registrar
   for the Company's outstanding securities.

Risk Factors       An investment in the Company is highly speculative.      
           Investors will suffer substantial dilution in the
              book value per share of the Common Stock compared to
           the purchase price.  If substantial funds are not
          received from exercise of the Warrants, of which
        there is no assurance, the Company may require
             additional funding for which it has no commitments.
           No person should invest in the Company who cannot
            afford to risk loss of the entire investment.  See
"Risk Factors."                       

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RISK FACTORS          

This prospectus contains certain forward-looking statements.  Prospective       
investors and other readers are cautioned not to place undue reliance upon      
such forward looking statements, which represent only the plans, beliefs,       
estimates, expectations and/or anticipation of management as of the date of     
this prospectus.  Forward looking statements are subject to certain             
uncertainties and other factors which could cause actual results in the future  
to differ materially from the results contemplated in and by such statements.   
Such uncertainties and other factors include those enumerated below as risk     
factors. The securities being offered hereby involve a high degree of risk.     
Prospective investors should carefully consider the following risk factors      
before investing in the Company.                                                

RISKS INHERENT IN A NEW START UP COMPANY                                        

Lack of Operating History.  The Company is a recently formed enterprise with    
very limited operating history.  All of the risks associated with a start-up    
company are inherent in any ownership or investment in this venture. The        
Company has no commitments for the future funding that it may require and has   
only recently established relationships with suppliers or manufacturers with    
respect to production and assembly of the products it is now marketing or       
proposes to market in the future.                                               

Operating Losses.  The Company has incurred substantial operating losses        
since inception, had negative cash flow from operations of $2,195,277 in        
1997 and $5,550,100 in 1998, and an accumulated deficit of $6,784,543 at        
June 30, 1998. There is no assurance when or if the Company will operate        
on a profitable basis.                                                          

Going Concern.  The financial statements of the Company have been prepared in   
conformity with generally accepted accounting principles which contemplate      
continuation of the Company as a going concern.  However, the Company is newly  
formed, has incurred losses since its inception and has not yet been            
successful in establishing profitable operations.  These factors raise          
questions about the ability of the Company to continue as a going concern.  In  
this regard, management is proposing to raise any necessary additional funds    
not provided by its planned operations through loans and/or through additional  
sales of its equity securities pursuant to the exercise of the Warrants or      
otherwise. However, there is no assurance that the Company will be successful   
in raising this additional capital or achieving profitable operations.  The     
financial statements do not include any adjustments that might result from the  
outcome of these uncertainties.                                                 

Need for Additional Funding.  The Company estimates that it may need            
substantial funding, in addition to its present capital, to be able to fully    
develop and expand its business. However, the Company has no commitment for     
additional funding and may have to seek further equity financing in order to    
continue to develop and expand its business, in the event less than the full    
amount of this Offering is received.  There is no assurance that the Company    
will be able to obtain such funding and if obtained it could dilute the         
ownership of present shareholders and investors in this Offering.               

Bank line of credit.  In July, 1998, the Company obtained a $3,000,000 bank     
line of credit that provides an advance on eligible accounts receivable and is  

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secured by the assets of the Company.  Due to slow customer payments, the       
Company became over-advanced in its position with the bank. The line of credit  
was reduced to $930,000; and the expiration date of the line of credit changed  
from  July 30, 1999 to November 11, 1998.  Although the Company believes that   
it will be able to secure a new line of credit, there is no assurance one can   
be obtained before November 11, 1998 or on terms acceptable to the Company.     
Furthermore, the Company is restricted from borrowing additional funds under    
its existing bank line of credit. See "Management's Plan of Operations"         

Dependence on Key Personnel.  The Company is dependent upon the management and  
leadership skills of Gary V. Adams, the Company's founder and Chief Executive   
Officer, and the other members of its management team.  Development of          
innovative golf clubs will be dependent upon the product development personnel  
including Mr. Adams.  The research and development team is headed by Mario      
Cesario.  There is intense competition for qualified personnel in the golf      
club industry, and the loss of key personnel or an inability to attract,        
retain and motivate key personnel could adversely affect the Company's          
business.  The Company has no key man life insurance on Mr. Adams (who is       
recovering from an illness originally diagnosed as pancreatic cancer, but       
subsequently diagnosed that no cancer is present) or other members of           
management.  There is no assurance that the Company will be able to retain      
its existing management personnel or to attract additional qualified            
personnel.  See "Management".                                                   

No Cash Dividends.  The Company does not currently intend to pay cash           
dividends on its Common Stock and does not anticipate paying such dividends at  
any time in the foreseeable future.  At present, the Company will follow a      
policy of retaining all of its earnings, if any, to finance development and     
expansion of its business.  See "Dividend Policy."                              

RISKS RELATED TO THE NATURE OF THE PROPOSED BUSINESS                            

Seasonality.  Golf is a warm weather sport and sales of golf equipment have     
historically been subject to seasonal sales fluctuations.  The Company hopes    
to minimize the disruptions caused by seasonal sales fluctuations through       
adjusting product inventories and introducing new products, but there is no     
assurance the Company will be able to successfully offset the impact of         
seasonality.                                                                    

New Product Risks.  The Company's business involves relatively new products     
which have not established their market share or demand.  The products have     
only been in use a short time, have a limited track record, and are still       
being developed.  There is no assurance of feasibility or that such products    
will be favorably received by consumers in the golf industry.  The Company's    
business will be subject to all the risks associated with introduction of new   
products.                                                                       

Competition.  The market for premium-quality golf clubs is highly competitive   
and is served by a number of well-established, well-financed companies with     
recognized brand names.  In addition, there are several golf club               
manufacturers with substantial resources that, although they do not currently   
manufacture premium-quality golf clubs, could pose significant competition to   
the Company if they were to enter the market for premium-quality golf clubs.    
The golf club industry, in general, has been characterized by widespread        

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imitation of popular club designs.  A company's ability to compete is in part   
dependent upon its ability to satisfy various subjective requirements of        
golfers, including the golf club's look and "feel" and the level of acceptance  
that the golf club has among professional and other golfers.  The subjective    
preferences of golf club purchasers may also be subject to rapid and            
unanticipated changes.  There can be no assurances as to whether or how long    
the Company's golf clubs will receive market acceptance.  A decline in the      
size of the golf club market, whether from a decrease in the popularity of      
golf or otherwise would have a material adverse effect on the Company's         
proposed business.                                                              

New Product Introduction.  The basis of the Company's future is the             
introduction of new, innovative golf clubs.  New models and basic design        
changes are frequently introduced into the golf club market but are often met   
with consumer rejection.  No assurances can be given that the Company will be   
able to design and market golf clubs that meet with market acceptance.  In      
addition, prior successful designs may be rendered obsolete within a            
relatively short period of time as new products are introduced into the         
market.  The design of new golf clubs is also greatly influenced by rules and   
interpretations of the United States Golf Association ("USGA").  Although the   
golf equipment standards established by the USGA generally apply only to        
competitive events sanctioned by that organization, it has become critical for  
designers of new clubs to assure compliance with USGA standards.  Although the  
Company has been notified by the USGA that its TourPure driver conforms with    
its standards, and believes that all its clubs will comply with USGA            
standards, no assurance can be given that any new products will receive USGA    
approval or that USGA existing standards will not be altered in ways that       
adversely affect the future sales of the Company's products.                    

Technological Changes.  The manufacture and design of golf clubs has undergone  
significant changes with respect to design and materials in recent years.  The  
introduction of new or enhanced technologies or designs by competitors could    
render the Company's products less marketable.  The ability of the Company to   
compete successfully will depend to a large degree on its ability to innovate   
and respond to changes and advances in its industry.  There can be no           
assurance that the Company will be able over the long term to keep pace with    
the demands of the marketplace.                                                 

Dependence on Certain Suppliers.  The Company intends to purchase most of its   
metal wood club heads from certain well-known casting houses on a purchase      
order basis and to purchase club shafts from certain shaft manufacturers which  
may have to make modifications in their standard products to accommodate the    
Company's golf club designs.  Any significant delay or disruption in the        
supply of club heads or shafts would have a material adverse effect on the      
company's business.  In such event, the Company believes that suitable club     
heads and shafts could be obtained from other manufacturers, although the       
transition to another supplier could result in production delays of several     
weeks. The Company currently is dealing with approximately ten different        
suppliers of its product components, but has only a limited experience with     
such suppliers.                                                                 

Developing Markets.  The market for the Company's proposed products has         
experienced recent growth and appears to be rapidly evolving as new products    
are regularly being introduced.  The market is characterized by a few dominant  
entrants with widely accepted and recognized products.  Because the markets     

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for the Company's products are evolving and because the Company has no          
operating experience, it is difficult to assess or predict with any assurance   
the growth rate, if any, and the size of the market for the Company's           
products.  There can be no assurance that a market for the Company's products   
will develop.  If such a market fails to develop or develop more slowly than    
anticipated, the Company's business, operating results and financial condition  
will be materially adversely affected.                                          

Risks of Technical Problems or Product Defects.  There is no assurance,         
despite testing and quality assurance efforts that may be performed by the      
Company and/or its industry partners, that technical problems or product        
defects will not be found, resulting in loss of or delay in market acceptance   
and sales, diversion of development resources, injury to the Company's          
reputation or increased service and support costs, any of which could have a    
material adverse effect on the Company's business.  Moreover, there is no       
assurance that the Company will not experience difficulties that could delay    
or prevent the development and introduction of its products and services, that  
new or enhanced products and services will meet with market acceptance, or      
that advancements by competitors will not erode the Company's position or       
render the Company's products and services obsolete.                            

Dependence on Proprietary Technology.  The Company's success will be heavily    
dependent upon a combination of proprietary design and technology developed     
internally. The Company does not now have but will pursue trademark and patent  
protection and also expects to rely on a combination of trade secrecy, non-     
disclosure agreements and contractual provisions with respect to the pro-       
prietary nature of its technology. However, there can be no assurance that any  
steps taken by the Company will prevent misappropriation of this technology.    
Effective legal protection of these technologies may be unavailable or limited  
in certain foreign countries. Third parties could independently develop         
competing technologies that are substantially equivalent or superior to the     
Company's technologies. Although the Company believes that its products and     
the proprietary rights developed by it do not infringe upon any proprietary     
rights of others, an infringement claim was filed against the Company, but      
was subsequently settled and dismissed. Whether or not this or any claim has    
merit, there is no assurance regarding the outcome of litigation, which could   
have a material adverse effect upon the Company.  See "Legal Proceedings"       

Ability to Manage Growth.  The Company intends to pursue a strategy of rapid    
growth.  The Company plans to significantly expand marketing efforts and to     
devote substantial resources to operations and support areas, including         
administrative services.  There can be no assurance that the Company will       
attract qualified personnel or will successfully manage such expanded           
operations.  The failure to properly manage growth could have a material        
adverse effect on the Company.                                                  

RISKS RELATED TO THE OFFERING                                                   

No Assurance of Warrant Exercise and No Escrow of Funds.  There is no           
assurance that any proceeds will be received from exercise of  Warrants in      
this offering.  Proceeds may be insufficient to defray offering expenses.  No   
minimum number of  Warrants must be exercised and there is no escrow of funds   
received upon exercise.  Any proceeds received will immediately be retained by  

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the Company to be used in its business and management will have broad           
discretion as to the application of proceeds.  In the event that any proceeds   
from this offering and the Company's existing capital are not sufficient to     
enable the Company to develop and expand its business and generate a profit,    
the Company may need to seek additional financing from commercial lenders or    
other sources, for which it presently has no commitments or arrangements.       
This creates an increased risk to persons who exercise Warrants, because there  
is no assurance that any additional  Warrants will be exercised or that the     
Company will receive any further funding.                                       

Risks of Warrant Exercise.  There is no assurance that exercising Warrant       
holders will be able to sell their Common Stock in the future at a price which  
equals or exceeds their exercise price.                                         

Outstanding Warrants, Options and Other Rights.  In addition to the 1,271,094   
Series A Warrants, 1,000,000 Shop Warrants and 300,000 Pro Warrants, the        
Company has 319,033 Unit Warrants and 1,295,000 management stock options        
already outstanding and has authorized up to 1,000,000 warrants/options to be   
granted in the future in connection with an employee incentive stock option     
program.  The holders of such options, warrants or rights are given an          
opportunity during the term of such rights to profit from a rise in the market  
price of the Company's common stock, with a resultant dilution of the           
interests of all other stockholders.  The holders thereof are likely to         
exercise them only if the then prevailing market price exceeds such exercise    
prices, which would be at a time when, in all likelihood, the Company would     
otherwise be able to obtain funds from the sale of its securities on terms      
more favorable than those provided by the options and warrants.  Accordingly,   
the Company may find it more difficult to raise additional capital while the    
options and warrants are outstanding.                                           

Qualification for Listing on NASDAQ.  The Company intends to apply as soon as   
possible for listing of its common stock on the NASDAQ Small-cap Market.        
There is no assurance when, if ever, the company will meet the requirements     
for such listing or, in any event, be accepted for such listing.  Furthermore,  
if the Company's common stock were to qualify for listing there is no           
assurance that the Company would be able to continue to satisfy the listing     
requirements.  In the event of delisting or failure to qualify initially,       
trading in the Company's common stock is expected to continue on the            
Electronic Bulletin Board.  As a result, investors may find it more difficult   
to dispose of, or to obtain quotations as to the price of the common stock.     

Current Prospectus and Registration Required for Exercise.  Holders of the      
Warrants will only be able to exercise such securities to acquire the           
underlying Common Stock if a current prospectus relating to the Common Stock    
is then in effect and such exercise is qualified or exempt from qualification   
under applicable securities laws of the states in which such holders of the     
Warrants reside.  Although the Company intends to use its best efforts to       
update this prospectus as necessary to maintain a current prospectus and        
federal and state registration/qualification for such exercise, there is no     
assurance that the Company will be able to do so at such time as such persons   
may wish to exercise Warrants. The value of the Warrants may be greatly         
diminished if the ability to exercise them is not maintained.  If a current     
prospectus is in effect, each of the  Warrants is redeemable for nominal        
consideration at any time after the date hereof upon 30 days notice, if the     

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bid price of the common stock equals or exceeds the exercise price of a Shop    
or Pro Warrant for 10 consecutive trading days, or 200% of the exercise price   
of the Series A Warrants for 20 consecutive trading days.  If redeemed when a   
current prospectus is in effect, Warrant holders would have 30 days to          
exercise the Warrants, after which they would be compelled to accept the        
nominal redemption price.                                                       

Dilution.  Warrant holders who exercise their Warrants to purchase the          
underlying Shares of Common Stock will suffer substantial dilution in the       
purchase price of the Shares compared to the net tangible book value per share  
immediately after the purchase.  The exact amount of dilution will vary         
depending upon the total number of Warrants exercised, and will be greater if   
less than all the Warrants are exercised.  The fewer Warrants exercised, the    
greater dilution will be with respect to the Warrants that are exercised.  See  
"Dilution."                                                                     

Potential Issuance of Additional Common and Preferred Stock.  The Company is    
authorized to issue up to 50,000,000 shares of Common Stock.  To the extent of  
such authorization, the Board of Directors of the Company will have the         
ability, without seeking shareholder approval, to issue additional shares of    
Common Stock in the future for such consideration as the Board of Directors     
may consider sufficient.  The issuance of additional Common Stock in the        
future will reduce the proportionate ownership and voting power of the Common   
Stock offered hereby.  The Company is also authorized to issue up to 5,000,000  
shares of preferred stock, the rights and preferences of which may be           
designated in series by the Board of Directors.  To the extent of such          
authorization, such designations may be made without shareholder approval.      
The Board of Directors has not yet designated any series of Preferred Stock.    
The designation and issuance of series of preferred stock will create           
additional securities which will have dividend and liquidation preferences      
over the Common Stock offered hereby.  See "Description of Securities."         

Potential Anti-Takeover Measures.  Certain provisions in the articles of        
incorporation or bylaws of the Company, such as authorization to issue          
additional common or preferred stock and designate the rights and preferences   
of the preferred stock without further approval of shareholders, could be used  
as anti-takeover measures.  Provisions such as these could result in the        
Company being less attractive to anyone who might consider a takeover attempt,  
and result in shareholders receiving less than they otherwise might in the      
event of a takeover attempt.                                                    

Limited Liability of Management.  The Company has adopted provisions to its     
Articles of Incorporation and Bylaws which limit the liability of Officers and  
Directors and provides for indemnification by the Company of Officers and       
Directors to the full extent permitted by Nevada law, which provides that       
officers and directors shall have no personal liability to a Company or its     
stockholders for monetary damages for breach of fiduciary duties as directors,  
except for a breach of their duty of loyalty, acts or omissions not in good     
faith or which involve intentional misconduct or knowing violation of law,      
unlawful payment of dividends or unlawful stock purchases or redemptions, or    
any transaction from which a director derives an improper personal benefit.     
Such provisions substantially limit the shareholders' ability to hold officers  
and directors liable for breaches of fiduciary duty, and may require the        
Company to indemnify its officers and directors.  See "Certain Transactions -   
Conflicts of Interest".                                                         

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Determination of Offering Prices.  The exercise prices of the Warrants were     
arbitrarily determined by management of the Company and set at levels           
substantially in excess of prices recently paid for securities of the same      
class.  The prices bear no relationship to the Company's assets, book value,    
net worth or other economic or recognized criteria of value.  In no event       
should the exercise prices be regarded as an indicator of any future market     
price for the Company's securities.                                             

No Assurance of a Liquid Public Market for Securities.  Although the Company's  
shares of common stock are quoted on the Electronic Bulletin Board maintained   
by the NASD, there can be no assurance that a regular and established market    
will continue for the securities upon completion of this offering.  There can   
also be no assurance as to the depth or liquidity of any market for common      
stock or the prices at which holders may be able to sell the Shares.  As a      
result, an investment in the Shares may be totally illiquid and investors may   
not be able to liquidate their investment readily or at all when they need or   
desire to sell.                                                                 

Volatility of Stock Prices.  In the event that an established public market     
does develop for the Shares, market prices will be influenced by many factors,  
and will be subject to significant fluctuation in response to variations in     
operating results of the Company and other factors such as investor             
perceptions of the Company, supply and demand, interest rates, general          
economic conditions and those specific to the industry, international           
political conditions, developments with regard to the Company's activities,     
future financial condition and management.  See "Plan of Distribution."         

Shares Eligible for Future Sale/Market Overhang.  Of the 11,055,437 shares of   
the Company's common stock outstanding prior to the exercise of any Warrants,   
approximately 2,000,000 shares are not restricted and may be sold in the        
public market. All the shares of Common Stock to be issued in this offering     
will also not be restricted and may be sold immediately upon issuance, if the   
sale is exempt from registration pursuant to Section 4(1) of the Securities     
Act of 1933, as amended (the "Securities Act").  All the remaining shares of    
Common Stock presently outstanding are restricted and/or affiliate securities   
which are not presently, but may at any time be sold into any public market     
that may exist for the Common Stock, pursuant to Rule 144 promulgated pursuant  
to the Securities Act of 1933, as amended (the "Securities Act").  Sales of     
restricted and/or affiliate securities pursuant to Rule 144 or otherwise by     
insiders and others holding restricted securities have occurred in significant  
amounts; such sales are ongoing and the amount of such stock overhanging the    
market is substantial.  Sales by current shareholders of substantial amounts    
of Common Stock into the public market depresses the market prices of the       
Common Stock in any such market.  See "Shares Eligible for Future Sale".        

Applicability of Low Priced Stock Risk Disclosure Requirements.  The common     
stock of the Company may be considered a low priced security under rules        
promulgated under the Exchange Act.  Under these rules, broker-dealers          
participating in transactions in low priced securities must first deliver a     
risk disclosure document which describes the risks associated with such         
stocks, the broker-dealer's duties, the customer's rights and remedies, and     
certain market and other information, and make a suitability determination      
approving the customer for low priced stock transactions based on the           
customer's financial situation, investment experience and objectives.  Broker-  

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dealers must also disclose these restrictions in writing and provide monthly    
account statements to the customer, and obtain specific written consent of the  
customer.  With these restrictions, the likely effect of designation as a low   
priced stock is to decrease the willingness of broker-dealers to make a market  
for the stock, to decrease the liquidity of the stock and increase the          
transaction cost of sales and purchases of such stocks compared to other        
securities.                                                                     

DILUTION          

Dilution is the difference between the price per share being paid for the       
Common Stock offered hereby pursuant to the exercise of the Warrants, and the   
net tangible book value per share of the Common Stock immediately after its     
purchase.  The Company's net tangible book value per share of Common Stock is   
calculated by subtracting the Company's total liabilities from its total        
assets less any intangible assets and liquidation preferences, then dividing    
by the number of shares of Common Stock then outstanding.  Based on the         
unaudited interim financial statements, the Company had 11,011,860 shares of    
Common Stock outstanding at June 30, 1998, with a net tangible book value of    
$2,833,511 or approximately $.25 per share. These amounts do not give effect    
to operating results or any other changes in net tangible book value of the     
Company occurring after June 30, 1998. Subsequent to June 30, 1998, the         
Company has issued or committed to issue another 43,577 shares, for services    
rendered or to be rendered.                                                     

If all Series A Warrants were to be exercised during the first year at $1.00    
per share (of which there is no assurance), upon the exercise thereof, but      
before exercise of any other Warrants, the estimated net tangible book value    
of the Company after the offering, on a pro forma basis (which gives effect to  
receipt of the estimated net proceeds from such exercise and issuance of the    
underlying Shares of Common Stock, but does not take into consideration any     
other changes in net tangible book value of the Company subsequent to June 30,  
1998), would be approximately $4,000,000 or $.32 per share.  This would result  
in dilution to persons exercising Series A Warrants of $.68 per share, or 68%   
of the exercise price of $1.00 per share.  Net tangible book value per share    
would increase to the benefit of present stockholders from $.25 prior to the    
offering to $.32 after the offering, or an increase of $.07 per share           
attributable to the exercise of the Series A Warrants.                          

If less than all the Series A Warrants are exercised during the first year,     
dilution to the Series A Warrant holders who do exercise during the first year  
will be greater than the amount shown.  The fewer Series A Warrants exercised,  
the greater dilution will be to those who do exercise.                          

The following table sets forth the estimated net tangible book value ("NTBV")   
per share assuming exercise of all Series A Warrants during the first year,     
and the dilution to persons purchasing the underlying Shares of Common Stock.   

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                                                                [Download Table]
                                                                
Exercise of all Series A Warrants:                              

Series A Warrant exercise price/share (1st year)           $1.00

NTBV/share prior to exercise                        $ .25       

Increase attributable to Series A Warrant exercise    .07       

Pro forma NTBV/share after exercise                          .32

Dilution                                                   $ .68

If any Series A Warrants not exercised during the first year are subsequently   
exercised during the second or third years at the higher exercise prices of     
$1.50 or $2.00 per share, any dilution to such Warrant holders is not           
presently determinable and may be higher or lower than the foregoing amount,    
depending upon the net tangible book value of the Company immediately prior to  
such exercise.  Similarly, the exact amount of dilution which exercising        
holders of the Shop Warrants and Pro Warrants may suffer is also not presently  
determinable and may differ from warrant holder to warrant holder, because the  
exercise prices of such warrants may be different.  The amount of such          
dilution will vary depending on a number of factors presently unknown, such as  
exercise price and the number of warrants exercised.                            

USE OF PROCEEDS           

Net proceeds to the Company from sale of the Shares of Common Stock underlying  
the Warrants will vary depending upon the total number of Warrants exercised,   
and the timing of and prices at which they are exercised.  If all Series A      
Warrants were to be exercised during the first year at $1.00 per share (of      
which there is absolutely no assurance, nor any assurance that any Series A     
Warrants will be exercised), the Company would receive gross proceeds of        
$1,271,094 from Series A Warrants.  If all Shop Warrants and Pro Warrants were  
to be exercised, the total amount of proceeds that may be received from those   
Warrants will depend upon the exercise prices established for such warrants as  
well as the total number of such warrants issued, and is not presently          
determinable.  Regardless of the timing and number of  Warrants exercised, the  
Company expects to incur offering expenses presently estimated at $100,000 for  
legal, accounting, printing and other costs in connection with the offering     
pursuant to this prospectus.  Inasmuch as there is no assurance that all        
Series A, Shop or Pro Warrants will be exercised nor any requirement that any   
minimum amount of the Series A, Shop or Pro Warrants be exercised, there are    
no escrow provisions and any proceeds that are received will be immediately     
available to the Company to provide additional working capital to be used for   
general corporate purposes.  Proceeds will be used generally to provide         
working capital for whatever working capital needs the Company may have at the  
time funds are received.  The exact uses of any proceeds will depend on the     
amounts received and the timing of receipt.  Management's general intent is to  
use whatever additional funds may be generated from  Warrant exercise to        
finance further development and expansion of the Company's business.  See       
"Management's Plan of Operations."  Management will have broad discretion as    
to the application of proceeds, and has presently identified the following      
categories of expenditure to which proceeds may be applied, to the extent       

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received, in the general order of priority and approximate amounts set forth    
below:                                                                          

Category of expenditure                            Approximate Amount           

Reduction of payables                                  $3,000,000               
Receivables and inventory financing                     4,000,000               
Capital expenditures                                      500,000               

MARKET INFORMATION & DIVIDEND POLICY          

The common stock of the Company has traded in the over-the-counter market       
since the acquisition of McHenry on April 1, 1997, and is quoted on the         
National Association of Securities Dealers, Inc. Electronic Bulletin Board      
under the symbol GLFN.  There was no price quoted for the stock prior to the    
acquisition.  Set forth below is high and low bid information for the Common    
Stock as reported on the Bulletin Board system for each calendar quarter        
during such part of the past two fiscal years that price quotations have been   
available.  These prices represent interdealer quotations, without retail       
markup, markdown or commissions, and may not represent actual transactions.     
As of  June 30, 1998, there were approximately 500 record holders of the        
Company's common stock.                                                         

1997                     HIGH BID PRICE                  LOW BID PRICE          

Second Quarter                $4.875                         $2.50              
Third Quarter                 $7.250                         $4.75              
Fourth Quarter                $6.125                         $4.625             

1998                                                                            

First Quarter                 $8.625                         $3.875             
Second Quarter                $6.125                         $4.687             
Third Quarter                 $4.97                          $1.50              

DIVIDEND POLICY                                                                 

The Company has not previously paid any cash dividends on its common stock and  
does not anticipate or contemplate paying dividends on common stock in the      
foreseeable future.  It is the present intention of management of the Company   
to utilize all available funds for the development of the Company's business.   
The only restrictions that limit the ability to pay dividends on common or      
preferred equity or that are likely to do so in the future, are those           
restrictions imposed by law.  Under Nevada corporate law, no dividends or       
other distributions may be made which would render the Company insolvent or     
reduce assets to less than the sum of its liabilities plus the amount needed    
to satisfy outstanding liquidation preferences.                                 

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MANAGEMENT'S PLAN OF OPERATIONS           

The following discussion and analysis should be read in conjunction with the    
Company's consolidated financial statements and the notes associated with them  
contained elsewhere in this prospectus.  The financial statements of the        
Company referred to in this discussion include and reflect the financial        
condition and operating results of McHenry Metals Golf Corp. and its            
consolidated subsidiaries for the period since its acquisition of McHenry       
Metals, Inc. on April 1, 1997, through March 31, 1998, and of McHenry Metals,   
Inc. and its consolidated subsidiaries for the period prior to such             
acquisition back its date of inception on January 13, 1997.  This discussion    
should not be construed to imply that the results discussed herein will         
necessarily continue into the future or that any conclusion reached herein      
will necessarily be indicative of actual operating results in the future.       

PLAN OF OPERATIONS.                                                             

Management's plan of operations for the next twelve months is to continue       
pursuing a strategy of rapid growth in attempting to build a successful golf    
equipment company based on its own product concepts.  To accomplish this        
objective, the company has raised substantial funds and will seek to raise      
additional funds through this Offering, to provide the necessary capital to     
finance the continuation and expansion of its business operations.  The new     
capital will fund the Company's production activities, acquisition of           
inventory and accounts receivable, and marketing efforts.                       

The Company, through its wholly owned subsidiary, is in the business of         
designing, developing and marketing premium-quality  golf clubs.  The Company   
is currently focusing the majority of its product research and development      
efforts on becoming a successful metal wood company.  The Company has           
formulated several proprietary concepts which management believes are unique,   
which are being incorporated into the design and manufacture of its golf        
clubs.  The Company has secured certain trademarks associated with its          
business and filed patent applications relative to its first product, the       
TourPure titanium/tungsten driver.  The TourPure driver was introduced          
September 8-10, 1997 at the PGA International Golf Show in Las Vegas.  The      
Company began shipping product to sales representatives in January, 1998 and    
to customers in February, 1998.  For the six months ended June 30, 1998, the    
Company recorded net sales revenue of $1.3 million.  Actual sales were $3.6     
million, but due to the Company's limited operating history and uncertainty     
with respect to the market acceptance of the Company's product, management has  
elected to defer recognition of revenue on product sales until the related      
accounts receivable have been collected.  This basis of revenue recognition is  
expected to continue until, in the opinion of management, there exists          
sufficient history of customer payments and returns to provide a reasonable     
basis to conclude that revenue is earned at the point of shipment. A complete   
line of metal fairway woods complementing the TourPure driver was introduced    
at the PGA Merchandise Show in Orlando, Florida, held January 30 - February 2,  
1998.  The Company is adding a 3, 4, 5, 7, and 9 wood to the TourPure family.   
The metal fairway woods incorporate the features of the TourPure driver, plus   
design enhancements in terms of weight distribution.  The Company will          
continue to devote substantial resources to product research and development    
as part of its plan of operations.  The Company also anticipates hiring         
additional hourly wage employees for inventory management, quality assurance    
and distribution.  The Company is having its products manufactured by outside   

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manufacturers, rather than make significant purchases or other acquisitions of  
its own manufacturing plant and equipment.                                      

There is no assurance that the funding that may be received from this           
Offering, together with existing capital and any revenues the Company may       
receive from sales of its products, will be sufficient to fund operations for   
any specific length of time. There is no assurance any funding will be          
received from this offering.  However, the Company has already raised several   
million dollars to provide funding for product development, operations          
infrastructure, marketing and tour promotion and working capital, through       
several private placements it has completed, including $700,000 raised in       
April, 1997, $2.9 million raised in August-September, 1997, approximately $2.4  
million raised in a units offering of common stock and warrants which           
commenced in December, 1997, and was completed in March, 1998, and nearly $3.5  
million raised from a small group of private investors at the end of March,     
1998.                                                                           

At June 30, 1998, the Company had cash and cash equivalents of $1,053,400,      
compared to $921,100 at December 31, 1997.  The company had working capital of  
$3,555,000 at June 30, 1998 compared to $683,000 at December 31, 1997.  For     
the first six months of 1998, cash used by operating activities was             
$5,550,000.  Primary uses of operating cash flows resulted from the Company's   
operating loss as well as increases in accounts receivable and inventories,     
partially offset by increases in accounts payables. The increase in accounts    
payable is due to significant increase in inventory procurement as well as      
accrued promotional and advertising expenses incurred to complement the launch  
of the Company's product into the marketplace. The increase in accounts         
receivables is due to growth in sales.  Accounts receivable balance at June     
30, 1998 was $2,388,745.  Subsequent cash collections of the June 30, 1998      
accounts receivable have amounted to $679,000.  Because management does not     
expect the bulk of receivables to be paid until after 90 days, the basis for    
estimating collectibility of accounts receivable is based on evaluation of      
accounts which have aged significantly past 90 days from date of invoice.       

Cash used for investing activities was $155,000 for the first six months of     
1998, and consisted principally of capital expenditures.  Currently, the        
Company does not have any significant capital expenditure plans.  The Company   
has committed to purchase its titanium golf club heads costing approximately    
$2.4 million from its sole supplier based on a schedule that extends into the   
first half of 1999. Cash provided by financing activities was $5,838,000 for    
the first six months of 1998, consisting primarily of net proceeds from sales   
of Common Stock pursuant to two private offerings.                              

Effective July 30, 1998, the Company entered into a $3,000,000 secured,         
revolving credit line with a bank.  Based on the Company's sales through June,  
sufficient accounts receivable did not exist to fully secure the credit line.   
Furthermore, approximately 40% of the accounts were not eligible to borrow      
against under the terms of the credit line due to aging beyond 90 days.  These  
factors reduced the amount of the credit line available for borrowing to        
approximately $900,000.                                                         

In August 1998, the Company borrowed $680,000 against its credit line to        
supplement cash flow used by operations in order to build inventories, support  

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its media advertising campaign and finance general operating activities.  Also  
in August, the Company provided extended payment terms to a significant         
portion of its customers which caused a further reduction in the amount         
eligible for borrowing under the current bank credit line.  As of August 31,    
1998, the portion of accounts receivable eligible for borrowing under the       
terms of the credit line was approximately 25% of total accounts receivable or  
$290,000.  The $680,000 already borrowed was $390,000 over the eligible         
borrowing base.  Effective September 11, 1998, the bank and the Company agreed  
to amend the credit line principally to reduce the total line of credit to      
$930,000 and shorten the term of maturity to November 11, 1998.  On September   
16, 1998, the bank provided an additional $250,000 to the Company for working   
capital purposes to mature on November 11, 1998.                                

Based on these factors, there can be no assurance that the current credit       
facility is sufficient to allow the Company to meet its cash requirements.      
Furthermore, the Company is restricted from borrowing additional funds under    
its existing bank line of credit and must repay its current indebtedness of     
$930,000 to the bank by November 11, 1998.  There is also no assurance that     
the Company will be able to obtain new credit or that new credit will be        
available before expiration of the existing credit line.  Furthermore, due to   
the extended aging of accounts receivable, there can be no assurance that a     
new credit facility (should one be obtained) will provide sufficient working    
capital for the Company, particularly if sales do not increase or if future     
industry developments or general economic conditions adversely effect the       
Company's operations.                                                           

As a result of the Company's current operating losses and liquidity pressures   
there is a risk that the Company may not have the ability to maintain its       
operations at current levels and expand its market presence.  If cash           
generated from operations and its credit facility are insufficient to satisfy   
the Company's liquidity requirements, the Company may seek to sell additional   
equity or debt securities to satisfy its growth plan.  The sale of additional   
equity or convertible debt securities could result in added dilution to         
existing stockholders.  Although management believes that it will be able to    
raise sufficient capital, there can be no assurance that financing will be      
available in amounts or on terms acceptable to the Company, if at all.          

The financial statements of the Company have been prepared in conformity with   
generally accepted accounting principles which contemplate continuation of the  
Company as a going concern.  However, the Company is newly formed, has          
incurred losses since its inception and has not yet been successful in          
establishing profitable operations.  These factors raise questions about the    
ability of the Company to continue as a going concern.  In this regard,         
management is proposing to raise any necessary additional funds not provided    
by its planned operations through loans and/or through additional sales of its  
equity securities pursuant to the exercise of Warrants or otherwise.  However,  
there is no assurance that the Company will be successful in raising this       
additional capital or achieving profitable operations.  The financial           
statements do not include any adjustments that might result from the outcome    
of these uncertainties.                                                         

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BUSINESS          

HISTORY AND DEVELOPMENT OF THE COMPANY                                          

The Company was incorporated in Utah on October 31, 1985, originally under the  
name of White Pine, Inc.  The Company was organized initially for the purpose   
of creating a vehicle to obtain capital and to seek out, investigate and        
acquire interests in products and businesses with the potential for profit.     
In 1986, the Company completed a public offering of common stock, conducted     
pursuant to the exemption from the registration requirements of the Securities  
Act of 1933 provided by Rule 504 of Regulation D promulgated thereunder and     
was registered by qualification in the State of Utah.  The Company changed its  
corporate domicile to the State of Nevada in March, 1994.                       

On April 1, 1997, the Company (which was then known as Micro-ASI                
International, Inc.) entered into an Agreement and Plan of Reorganization with  
McHenry Metals, Inc. ("MMI") and changed its name to McHenry Metals Golf Corp.  
MMI was incorporated in January, 1997, under the laws of the State of           
Illinois to design and market golf clubs and related equipment.                 

Pursuant to the Agreement, the Company forward split its common stock on a 2.2  
for 1 basis, and then issued 5,650,000 post split shares of its authorized but  
previously unissued common stock to acquire all the issued and outstanding      
stock of MMI in a stock for stock exchange (the "Acquisition") whereupon MMI    
became a wholly-owned subsidiary of the Company.  The Acquisition is treated    
as a "reverse merger" for accounting purposes and MMI is deemed to be the       
successor entity with a recapitalization of the stockholders equity portion of  
its financial statements. In conjunction with the Acquisition, the Company      
declared a distribution to shareholders of the Company, of record as of March   
31, 1997, (immediately prior to the Acquisition) of 1,271,094 Series A          
Warrants to be distributed in the future, upon effectiveness of a registration  
statement covering the offer and sale of shares issuable upon exercise of such  
warrants.                                                                       

BACKGROUND OF MMI                                                               

MMI is an Illinois corporation with offices in Illinois and California.  The    
Company's principal business office is located at 1945 Camino Vida Roble,       
Suite J, Carlsbad, California, 92008.  MMI is the third golf equipment company  
to be founded by Gary V. Adams.  Mr. Adams assembled a management team along    
with a carefully selected group of investors, consultants and advisors to       
launch MMI as a golf equipment company developing and marketing unique          
proprietary golf clubs.  Mr. Adams has an extensive background in the golf      
equipment industry, having introduced the first "metal wood" golf club at       
Taylor Made Golf Company, which Mr. Adams founded in McHenry, Illinois  in      
1979.  Mr. Adams later started Founders Club Golf Company.                      

MMI designs, develops and markets premium-quality golf clubs.  The clubs are    
being sold at premium prices to both average and skilled golfers on the basis   
of high performance, ease of use and attractive appearance.  Mr. Adams has      
formulated several unique and proprietary concepts which are being used in the  
design and manufacture of the clubs.                                            

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INDUSTRY BACKGROUND                                                             

The development and introduction of new golf club designs and technological     
advances have dramatically influenced the golf club industry.  In the late      
1960's cavity-backed, perimeter-weighted irons were successfully introduced.    
The "sweet spot" on these irons was significantly increased, making the club    
more forgiving to off-center hits and providing the opportunity for many        
golfers to make better golf shots.  The golf club market was further advanced   
in the late 1970's with the introduction of metal woods, which increased the    
distance golfers could achieve with drivers or fairway woods and in the early   
1990's oversized metal wood clubs were introduced.                              

Recently, the industry has experienced a return to mid-sized metal wood clubs   
to provide greater controllability, reduced wind resistance, and improved club  
aesthetics.  The Company's TourPure driver is an example of this shift in       
product design which has been stimulated by customer demand.                    

BUSINESS STRATEGY                                                               

Several important elements of the Company's business strategy are intended to   
enhance its business prospects and to establish a reputation for quality and    
innovation.                                                                     

Active Product Development.  The Company's strategy is to develop new golf      
clubs that appeal to both average and skilled golfers on the basis of           
performance, ease of use and appearance.  In order to develop such products,    
the Company is committing substantial resources to its product development      
activities.                                                                     

Manufacturing Differentiation.  The Company strives to differentiate its        
products in part on the basis of the specialized manufacturing process          
required by the unique design of its products.                                  

Premium Brand Franchise.  The Company intends to build a premium brand          
franchise to reflect the innovation, performance and quality of its products.   
As a part of this strategy, the Company intends to support its products with    
extensive customer service.  Consistent with the premium quality image that     
the Company seeks to convey, prices for the Company's products will be at the   
high end of the U. S. market.  The Company will seek to enhance this image by   
actively advertising and promoting its products, including entering into        
endorsement arrangements with leading golf professionals.                       

Quality.  The Company believes that product quality and responsiveness to       
customers are critical factors for success in the market for premium golf       
clubs.  The Company has adopted a number of quality improvement and             
measurement techniques to establish and then monitor all aspects of its         
proposed business.  To achieve excellence in product quality, the Company       
emphasizes inspection throughout the production process, and devotes            
significant resources to its research, development and design systems and       
maintains close relations with key suppliers and manufacturers.  The Company    
is establishing extensive customer service to enhance its reputation for        
producing high quality golf clubs.                                              

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International Expansion.  After a launch of products in the U.S., the Company   
intends to explore international distribution of its products.                  

Protection of Intellectual Property.  The Company believes that its golf club   
designs, development processes and name recognition will represent valuable     
intellectual property rights.  The Company intends to aggressively seek to      
protect these rights by obtaining and enforcing patents, trademarks, trade      
secrets, trade dress and other intellectual property rights.                    

PRODUCTS                                                                        

The Company intends to offer a broad line of golf clubs including oversized     
metal woods, conventional-sized metal woods, fairway woods, irons, wedges and   
putters.                                                                        

Metal Woods.  The Company initially is concentrating on bringing to market its  
new and unique designs in its metal wood drivers.  These clubs are being        
offered in a variety of lofts with titanium, graphite or steel shafts.  A       
proprietary design in the club heads being marketed as the "Compression         
Matched" series in various weights.  Mr. Adams believes that his new concepts   
will be revolutionary in the industry.                                          

Other Clubs and Products.  The Company expects to follow development of its     
metal wood drivers and fairway woods, with irons, putters and wedges until it   
offers a complete line of its own premium golf clubs.  The Company also         
expects to offer a limited line of other golf products including golf bags,     
apparel and other accessories.                                                  

PRODUCT DEVELOPMENT                                                             

The Company will not limit itself in its research efforts by trying to          
duplicate designs that are traditional or conventional and believes it will     
create an environment in which new ideas are valued and explored.  Product      
development at the Company is expected to be a result of the integrated         
efforts of its sales and product development staff and outside manufacturers,   
all of which will work together to generate new ideas for golf equipment.  The  
Company's product development department will refine these ideas and work with  
outside firms to create prototypes, masters and the necessary tooling.          

The design of new golf clubs is greatly influenced by rules and                 
interpretations of the United States Golf Association ("USGA").  Although golf  
equipment standards established by the USGA generally apply only to             
competitive events sanctioned by that organization, it has become critical for  
designers of new clubs to assure compliance with USGA standards.  The           
Company's new product design and development process will involve coordination  
with the USGA staff regarding such compliance.  The Company has been notified   
by the USGA that its TourPure driver conforms with these standards.             

The Company's first product, the TourPure driver, was introduced in September,  
1997 and is currently in production.  The Company began shipping product to     
sales representatives in January, 1998 and to customers in February, 1998.      

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Meanwhile, product design and engineering is underway for left-handed versions  
of the driver along with a line of fairway metal woods which complements the    
TourPure driver.  The Company introduced the new products at the PGA            
Merchandise Show in Orlando, Florida held January 30 - February 2, 1998.  The   
TourPure driver is available in three lofts of 7.5 degrees, 9.5 degrees and     
10.5 degrees with a proprietary low torque, low frequency shaft that is         
designed to accommodate different swing speeds between 70 to 110 mph.  The      
separate face is constructed of high quality beta titanium which management     
believes gives greater feel and transfers more energy to the ball.  The 235cc   
driver uses the concentrated weight of a tungsten/copper ring in the back of    
the club head to maintain the center of gravity and face size advantage of      
drivers that are 300cc or larger.  Five shafts are offered to cater to all      
skill levels.                                                                   

Design work is also being completed on club face thickness and related matters  
for other clubs, after which the Company will have an outside design firm       
complete prototypes to undergo a thorough testing program.  Tooling will then   
be completed and the products will be ready for manufacturing.                  

SALES AND MARKETING                                                             

Sales for Distribution in the United States                                     

The Company targets those golf retailers who sell professional quality golf     
clubs and provide the level of customer service appropriate for the sale of     
premium golf clubs.  This includes "green grass" golf pro shops as well as      
off-course golf specialty stores.                                               

The Company has created a national field sales organization with a senior vice  
president of sales, a national sales manager, six regional sales managers, and  
a network of approximately 30 manufacturer's representatives.  The Company is   
developing a telephone-based inside sales and customer service function to      
generate additional volume and to provide sales support.  Each region is        
expected to be covered by field and inside sales efforts, targeting             
prospective customers with in-person visits and telephone solicitation.         

Advertising and Promotion.                                                      

The Company initially commenced advertising in trade publications such as PGA   
Magazine, Golf Week, Golf Product News, Golf Shop Operations and Golf Pro to    
build the company's name awareness within the industry and to promote its       
products.  In 1998, the Company also began to utilize additional publications   
and television advertising to generate brand interest among the consumer        
market.  The television phase of the advertising commitment includes the        
continuation of McHenry Metals' TourPure advertisement on the Golf Channel (5-  
times-per-day/7-days-a-week).  Since this ad began running in January, the      
Company has received over 3,000 requests for its TourPure video.  In addition,  
TourPure television commercials will be seen on NBC and Fox networks.  The      
campaign extends into the print media with 4-color, full-page advertisements    
in golf publications that reach the upscale, serious golfer.  The print media   
schedule includes Sports Illustrated Golf Plus Editions featuring the Masters,  
US Open, British Open and PGA Championship.                                     

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The Company is establishing relationships with golf professionals and other     
celebrities in order to promote its products among both professional and        
amateur golfers.  The Company is entering into endorsement arrangements with    
members of the Professional Golf Association Tour and the Professional Golf     
Association Senior Tour, as well as other celebrities associated with golf.     
Already this season, golf professionals who were using the Company's TourPure   
driver have won two Senior PGA Tour events and finished in second place in      
another two events on the PGA and Senior PGA Tours.  In addition, McHenry       
Metals staff player, Fred Funk, continues to place in the top five in driving   
accuracy on the PGA Tour, and has increased his distance off the tee.           

MARKET                                                                          

According to Golf Pro, a trade magazine, sales of golf clubs in the U.S. in     
1995 reached a level of $1.2 billion.  The top three premium brands accounted   
for over one-half of these sales, the next five companies accounted for         
approximately 27% of such sales and approximately thirty other companies        
accounted for the balance of 18%.                                               

A publication by the National Golf Foundation entitled Trends in the Golf       
Industry 1986-1995 has stated that the number of golfers in the U.S. rose by    
more than five million between 1986 and 1995 and that the annual expenditure    
on golf clubs saw a 10.6% increase in 1995 (over 1994) and 16.6% increase in    
1996 (over 1995).  The explanation for these increases, generally, is the       
well-being of the U.S. economy, shifting age concentration of the population    
and overall increased recreational spending.  The publication indicates that    
"the long-term growth potential for golf spending is very encouraging".         

MANUFACTURING                                                                   

The manufacture of premium golf clubs involves a number of specialized          
processes required by the unique design of the products.  The Company is        
having its products manufactured by outside manufacturers most of whom are      
located in or near Carlsbad, California.  The Company believes that there are   
numerous manufacturers which can manufacture the Company products to the high   
standards developed by the Company.  Clubheads, shafts, grips and other         
components are being supplied by independent vendors with whom the Company has  
established a relationship.                                                     

All McHenry products are being manufactured to the Company's precise            
specifications by highly competent manufacturers based in part on processes     
which are proprietary to the Company.  The Company will work closely with its   
casting houses, which will enable it to monitor the quality and reliability of  
clubhead productions.  Any significant delay or disruption in the supply of     
clubheads by the casting houses or graphite shaft manufacturers would have a    
material adverse effect on the Company's business.  In such event, the Company  
believes that suitable heads and shafts could be obtained from other            
manufacturers, although the transition to another supplier could result in      
production delays of several months.  The Company is currently in discussions   
with potential suppliers of product components and manufacturers, although no   
assurance is given that the Company will be able to establish arrangements      
with any supplier or manufacturer.                                              

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COMPETITION                                                                     

The golf club business is highly competitive.  The industry has been            
characterized by widespread imitation of popular club designs.  The             
preferences of golf club purchasers may also be subject to rapid and            
unanticipated changes.  There are several golf club manufacturers that,         
although they do not currently manufacture premium-quality golf clubs, could,   
in light of their substantial resources, pose significant competition to the    
Company if they were to enter the market for premium-quality golf clubs.        

The Company's principal competition will come from several large well-          
established and recognized leaders in the sale of premium golf clubs.  Each of  
these companies has substantially more financial, management and technical      
resources than does the Company.  The Company proposes to compete based on its  
own designs and concepts and the recognition of the name of Gary V. Adams and   
other persons involved with the Company.                                        

INTELLECTUAL PROPERTY                                                           

The Company intends to aggressively seek to protect its intellectual property,  
such as product designs, manufacturing processes, new product research and      
concepts and trademarks.  These rights will be protected through the            
acquisition of utility and design patents and trademark registrations, the      
maintenance of trade secrets, the development of trade dress, and, when         
necessary and appropriate, litigation against those who are, in the Company's   
opinion, unfairly competing.                                                    

The Company has applied for patents for certain features of its products.       
Additionally, it has applied for trademark registration for McHenry Metals and  
Compression Matched and for several other product names and descriptions.       
There is no assurance that, prior to a court of competent jurisdiction          
validating them, any of these patents or trademarks will be enforceable.  The   
Company intends to aggressively assert its rights against infringers. There     
can be no assurance that other golf club manufacturers will not be able to      
produce successful golf clubs which imitate the Company's designs without       
infringing on any of the Company's intellectual property rights.                

The Company is developing stringent procedures to maintain the secrecy of its   
confidential business information, which it believes gives it a distinct        
competitive advantage.  These procedures will include a "need to know"          
criteria for dissemination of information and written confidentiality           
agreements from visitors and employees.  Suppliers, when engaged in joint       
research projects will be required to enter into additional confidentiality     
agreements.                                                                     

SEASONALITY                                                                     

Golf is generally regarded as a warm weather sport.  Sales of golf equipment    
have historically been strongest during the second and third quarters. To       
minimize the disruption caused by these anticipated sales fluctuations, the     
Company proposes to increase its product inventories during the fourth          
quarter.                                                                        

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Although the golf club business generally follows this seasonal                 
trend, the Company hopes its new products will tend to mitigate the impact of   
seasonality.  No assurances can be given, however, that the Company will be     
able to successfully introduce new products to offset the impact of             
seasonality.                                                                    

PRODUCT WARRANTIES                                                              

The Company intends to support all of its golf clubs with a two year written    
warranty.  Since the Company does not rely upon traditional designs in the      
development of its golf clubs, its products may be more likely to develop       
unanticipated problems than those of many of its competitors that use           
traditional designs.  The Company intends to monitor closely the level and      
nature of any product breakage and, where appropriate, incorporate design and   
production changes to assure its customers of the highest quality available on  
the market.  If McHenry clubs were to experience a significant increase in the  
incidence of breakage or other product problems, the Company's sales and image  
with golfers could be materially adversely affected.                            

EMPLOYEES                                                                       

The Company currently has approximately 35 full-time employees, including       
persons employed in sales (13), marketing (4), research and development (1),    
operations (8), administration and support (9).  The Company anticipates        
hiring additional hourly wage employees for inventory management, quality       
assurance and distribution.  None of the Company's employees is expected to be  
represented by unions.                                                          

FACILITIES                                                                      

The Company's principal executive offices are located in Carlsbad, California.  

The Company there leases approximately 5,800 square feet of office space which  
serves as its corporate headquarters, for $4,261 per month, and 1,500 square    
feet of warehouse space for $1,100 per month. The office lease expires in       
October, 1998, with option to renew for two years.  The warehouse lease         
expires January 1, 1999.  The Company is also leasing approximately 1,400       
square feet of office space in McHenry, Illinois which serves as the office of  
its National Sales Manager and his staff.  The lease for this space expires     
December 31, 1998.  The monthly lease payment is $1,500.                        

AVAILABLE INFORMATION           

The Company has filed with the United States Securities and Exchange            
Commission (the "Commission") a Registration Statement on Form SB-2, under the  
Securities Act of 1933, as amended (the "Securities Act), with respect to the   
securities offered hereby.  As permitted by the rules and regulations of the    
Commission, this Prospectus does not contain all of the information contained   
in the Registration Statement.  For further information regarding both the      
Company and the Securities offered hereby, reference is made to the             
Registration Statement, including all exhibits and schedules thereto, which     
may be inspected without charge at the public reference facilities of the       
Commission's Washington, D.C. office, 450 Fifth Street, NW, Washington, D.C.    
20549.  Copies may be obtained from the Washington, D.C. office upon request    
and payment of the prescribed fee.                                              

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As of the date of this Prospectus, the Company became subject to the            
informational requirements of the Securities Exchange Act of 1934, as amended   
(The "Exchange Act") and, in accordance therewith, will file reports and other  
information with the Commission.  Reports and other information filed by the    
Company with the Commission pursuant to the informational requirements of the   
Exchange Act will be available for inspection and copying at the public         
reference facilities maintained by the Commission at Room 1024, 450 Fifth       
Street, N.W., Washington, D.C. 20549, and at the following regional offices of  
the Commission:  New York Regional Office, 7 World Trade Center, New York, New  
York 10007; Chicago Regional Office, 500 West Madison Street, Chicago,          
Illinois  60661.  Copies of such material may be obtained from the public       
reference section of the Commission at 450 Fifth Street, N.W., Washington,      
D.C. 20549, at prescribed rates.  The Commission maintains an Internet Web      
site that contains reports, proxy and information statements and other          
information regarding issuers that file such reports electronically with the    
Commission.  Such site is accessible by the public through any Internet access  
service provider and is located at http://www.sec.gov.  Copies of the           
Company's Annual, Quarterly and other Reports which will be filed by the        
Company with the Commission commencing with the Quarterly Report for the first  
quarter ended after the date of this Prospectus (due 45 days after the end of   
such quarter) will also be available upon request, without charge, by writing   
McHenry Metals Golf Corp., 1945 Camino Vida Roble, Suite J, Carlsbad,           
California 92008.                                                               

MANAGEMENT          

EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES                         

The following table sets forth the directors, executive officers and other      
significant employees of the Company, their ages, terms of office and all       
positions.  Directors are elected for a term of one year, and serve until the   
next annual meeting or until their successors are duly elected by the           
stockholders and qualify.  Officers and other employees serve at the will of    
the Board of Directors.                                                         

Name of                                                                         
Director/Officer  &  Age  Term served    Positions with the Company         

Gary V. Adams            54   Apr 1997  Chairman, Chief Executive Officer,      
        Director
Bradley J. Wilhite       33   May 1997  President, Chief Administrative         
                  Officer & Director
Theodore Aroney          58   Apr 1997  Secretary, Vice Chairman & Director     
Mark Bergendahl          37   Apr 1997  Director                                
Mario Cesario            63   May 1997  Director of Product Research &          
           Development
Blake Clark              38   Jun 1998  Chief Financial Officer                 
Brian E. Fortini         41   July 1998 Vice President - Sales & Marketing      
Henry J. Fleming         54   Apr 1997  Director                                
Sal Lupo                 64   Apr 1997  Senior Vice President- Marketing &      
        Director
Gary L. Moles            45   Apr 1997  Chief Operating Officer                 
Thomas Williams          60   May 1997  National Sales Manager                  
Phillip A. Ward          56   May 1998  Director                                

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Except for Theodore Aroney, Mark Bergendahl, Henry J. Fleming and Phillip A.    
Ward, each of these individuals devotes full time to the Company as employees.  

A brief description of these individuals and their background and business      
experience follows:                                                             

GARY V. ADAMS.  Mr. Adams grew up in the golf industry as the son of a golf     
professional and worked for many years at the McHenry, Illinois Country Club.   
He also played college golf.  From 1964-1968, Mr. Adams was vice president-     
sales for Wittek Golf Supply Company in Chicago.  From 1968-1979, he was a      
regional manager for PGA/Victor Golf (now Tommy Armour).  In 1979, Gary         
founded Taylor Made Golf Company and served as its CEO and President until      
early 1989 when he left the company to start Founders Club Golf Company,        
headquartered in California, of which he served as CEO and President until      
1994, when it was sold out to Japanese business interests.  Mr Adams withdrew   
from the business upon contracting a serious illness originally diagnosed as    
pancreatic cancer, but is successfully recovering (recent medical diagnosis is  
that there is no cancer) and established McHenry Metals, Inc. in January 1997.  
Mr. Adams was elected to the Illinois PGA Hall Of Fame in 1994, was named "Man  
of the Year" by the National Golf Association in 1994, was named "Golf          
Innovator of the Decade" by the International Network of Golf in 1995, and in   
September 1995 received the "Ernie Sabayrac Award" from the PGA as one of the   
most acclaimed leaders in the golf industry.                                    

BRADLEY J. WILHITE.  Mr. Wilhite's business background includes over ten years  
in the financial service industry with two of the nation's top six banking      
organizations - NationsBank and First Union Corporation. During his career, he  
served as a corporate banker working with emerging growth companies, managed    
several lines of business, directed successful product launches and brand       
development programs and led merger and acquisition teams. Mr. Wilhite is the   
son of a PGA golf professional, his grandfather was in the golf business and    
his sister is currently a PGA golf professional. A native of the Kansas City    
area, he was an accomplished junior, collegiate and amateur golfer himself. He  
played college golf at Oklahoma State University and Texas Christian            
University where his teammates included several current PGA Tour players.  He   
briefly pursued a professional career upon graduation from TCU.  Mr. Wilhite    
received a bachelor's degree in business administration and finance from Texas  
Christian University and a master's degree in business administration and       
marketing from Wichita State University.                                        

THEODORE ARONEY.  Mr. Aroney is currently owner of Halo Farms Breeding and      
Racing Operation for thoroughbred horses.  Mr. Aroney has been associated with  
this operation since 1970.  From 1985-1990 Mr. Aroney was president of Rancho   
Real, Inc.,  a developer of town houses in LaCosta, California.  From 1990-     
1993, Mr. Aroney was the founding director of Odyssey Sports, Inc., a golf      
company.  Mr. Aroney is a private investor and consultant with experience in    
many other businesses.                                                          

MARK A. BERGENDAHL.  Mr. Bergendahl is the President of Redfield Taylor &       
Associates, Inc., an investment firm which focuses on investing in small cap    
and start up companies, President of Jacobson, Larson Management, Inc., and     
managing partner of Edie-Wig-BB, a California limited partnership.  Mr.         
Bergendahl's experience in the golf industry includes being an initial          
investor in Odyssey Sports, Inc. as well as serving on the board of directors   
of Odyssey from 1992 through early 1995.  From 1989 through 1994, Mr.           

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Bergendahl was the President of the international weight loss company, Gloria   
Marshall Figure Salons.  From 1986 to present, Mr. Bergendahl has held various  
posts including Director of Marketing and Corporate Managing Director of        
Gloria Marshall Figure Salons of Australia, Pty, Ltd., one of Australia's       
leading weight loss companies.  Additionally, Mr. Bergendahl was a co-          
developer of The Jockey Club luxury condominium development at the La Costa     
resort.  Mr. Bergendahl is a graduate of the Entrepreneurship Program at the    
University of Southern California.                                              

MARIO CESARIO.  Mr. Cesario brings to the Company over 40 years of experience   
in the design of high-performance, quality golf clubs.  Since 1962, he has      
provided assistance to tour professionals and top amateurs from his custom      
club design and fitting operation in Redlands, California.  His clients have    
included Tom Watson, Craig Stadler, Dave Stockton, and Bob Rosburg, to name a   
few.  Mr. Cesario has also been a club design consultant to several golf        
equipment companies over the years.  In addition to his credentials as a golf   
club designer, Mr. Cesario is an Honorary Life Member of the Southern           
California PGA.                                                                 

BLAKE CLARK.  Prior to joining the Company, Mr. Clark was chief financial       
officer, treasurer and secretary for Nuworld Marketing Limited, a company       
engaged in coupon redemption processing (1998-1996).  From 1991 to 1996, he     
was controller at GTI Corporation, a manufacturer and marketer of network       
access products and networking systems.  From 1986 to 1991 he worked for        
Maxwell Laboratories in various controller and corporate finance positions.     
Prior to that he was employed in the public accounting firm of Ernst & Young.   
Mr. Clark graduated with a Bachelor of Art degree in Accounting from Claremont  
Men's College in 1981.                                                          

BRIAN E. FORTINI.  Mr. Fortini was formerly Senior Marketing Manager of Taylor  
Made Golf Company (1998-1996).  Prior to joining Taylor Made, he spent six      
years at PowerBilt Golf as National Sales Manager and Director of Marketing     
and eleven years with Savin Corporation in a variety of sales, marketing, and   
general management positions.  He is a graduate of Ohio Wesleyan University     
and has a Masters of Business Administration degree from New York University.   

HENRY J. FLEMING, JR.  Mr. Fleming graduated with a Bachelor of Arts Degree in  
accounting from Lewis College in Lockport, Illinois and became a certified      
public accountant in 1973.  Mr. Fleming has been employed by Fleming and        
Company, Certified Public Accountants since 1974.  While practicing as a        
certified public accountant Mr. Fleming has had extensive experience working    
with private industry.  Mr. Fleming was involved with Taylor Made Golf          
Company.  He was also involved with Allison America, a manufacturer of tanning  
beds, Ex-Tec Plastics and Advantage Rental, Inc.  Mr. Fleming serves on the     
board of directors of Amcore Bank Northwest and with various closely-held       
corporations.  Mr. Fleming is also a member of various professional and civic   
associations.                                                                   

SAL LUPO.  Since the late 1970s, Mr. Lupo has served as Mr. Adams' key          
marketing resource, providing marketing planning and execution support for the  
introduction and development of the Taylor Made Golf Company and Founders       
Club.  Through his marketing and communications company, Lupo and Associates,   
he has provided a variety of services ranging from traditional advertising to   
event planning and management.  His extensive network of contacts and           
knowledge of media outlets are additional strengths he brings to the Company.   

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In addition to the work with Mr. Adams, Mr. Lupo's firm provided strategic      
planning and marketing development for other golf equipment companies such as   
Aldila, United Sports Technologies, Wilson, Cleveland Golf, and Tiger Shark.    
Non-golf clients included Budget Rent-a-Car of Southern California and Furon.   
Prior to forming his own company, Mr. Lupo held marketing and management posts  
at Helene Curtis Industries, including new products manager, corporate          
director of marketing, and president of the Hair Fashions Division.             

GARY L. MOLES.  Mr. Moles received a Bachelor of Science Degree in business     
administration from Tennessee Technological University, in Cookeville,          
Tennessee in 1978.  During 1973-1990 Mr. Moles was an employee of Wilson        
Sporting Goods involved as a director of raw material purchases.  During 1991-  
1992 Mr. Moles served as director of purchasing of Sunbeam-Oster Household      
Products.  During 1993-1995 Mr. Moles served as vice president of operations    
of Founders Club Golf Company in Vista, California.                             

THOMAS WILLIAMS.  Mr. Williams' background in the golf industry includes        
thirty-five years experience in all facets of sales, marketing, promotion and   
product development in both established and start-up companies.  He was a       
principal in the development and marketing of the "three wedge concept" as      
well as the introduction of frequency matched golf clubs.  Recent management    
experience includes his position as general sales manager of Ram Golf Corp.,    
and most recently as president of Honours Marketing Group, Ltd.  Mr. Williams   
graduated from DePaul University with a degree in economics.                    

PHILLIP A. WARD.  President and CEO of Bignell-Ward-Bignell, Inc., a            
commercial real estate brokerage company and Hawk Financial Services, a         
premium finance company; Executive Vice President and CEO of Big Bear           
Supermarkets; formerly Executive Director of Finance and Investments for        
Golden Eagle Insurance Company and currently Deputy Trustee on the Golden       
Eagle Insurance Liquidating Trust.  Pension and Profit Sharing Plan trustee     
for Golden Eagle Insurance Company and Big Bear Supermarkets; Director, Cook's  
Valley Foods, Inc.  Golf and sports related organization involvement includes   
former Chairman, Century Club of San Diego (the organization that runs the PGA  
Tour's Buick Invitational annually in San Diego); member and former director,   
Ranch Santa Fe Golf Club; director, Pro Kids Golf Academy; member, Stardust     
Country Club; partner, Double Eagle Golf Center.  Mr. Ward has played most of   
the top ranked golf courses.                                                    

There are no arrangements or understandings regarding the length of time a      
director is to serve in such capacity, except as otherwise described herein.    
The Company may adopt provisions in its by-laws and/or articles of              
incorporation to divide the board of directors into more than one class and to  
elect each class for a certain term.  These provisions may have the effect of   
discouraging takeover attempts or delaying or preventing a change of control    
of the Company.                                                                 

CONSULTANTS                                                                     

The Company is presently negotiating with several well-recognized industry      
leaders to retain such persons as consultants to the Company in various         
capacities and to use the services of such persons in promoting the name and    
products of the Company.                                                        

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EXECUTIVE COMPENSATION                                                          

The following table summarizes executive compensation paid or accrued during    
the past three fiscal years for the Company's Chief Executive Officer during    
that period and the most highly compensated executive officers whose total      
annual salary and bonus exceeded $100,000 during those years.                   

                    Long Term Compensation
Annual Compensation     Awards         Payouts    
-----------------------------------------------------------------------------   
Name and                        Restricted Securities                           
Principal                         Stock    Underlying  LTIP    All Other        
Position  Year Salary($) Bonus($) Awards  Options/SARS Payout Compensation($)   
-----------------------------------------------------------------------------   
CEO -     1997  95,000                      600,000                             
Gary      1996     -0-                          -0-                             
Adams     1995     -0-                          -0-                             
-----------------------------------------------------------------------------   

The Company granted the foregoing options to Gary Adams contemporaneously with  
and as a part of the acquisition of MMI, on April 1, 1997.  The exercise price  
was set at $.50 per share, based on the fair market value of the common stock   
as of that date, as determined by the Board of Directors.  The Company has      
entered into an employment agreement with Mr. Adams for a period of three       
years commencing April 2, 1997.  Mr. Adams is required to devote his full-time  
business efforts to the Company for which he is paid an annual salary,          
initially at a rate of $120,000 per year, which was later increased to          
$150,000 per year.  In addition, Mr. Adams is to be paid a royalty upon the     
sale or license of "metal woods" designed by him at the rate of $1.00 per club  
for the first 500,000 clubs; at $.50 per club for the next 500,000 clubs; and   
$.25 per club for all sales in excess of 1,000,000 clubs.                       

The Company is also developing employment agreements with the other members of  
management. The agreements are expected to have an initial term of one to       
three years, renewable for additional one year terms.  These agreements will    
provide that these persons are entitled to be reimbursed for out of pocket      
expenses and may include other benefits including life insurance, health        
insurance, an automobile allowance and similar items standard in such           
agreements.                                                                     

STOCK OPTION PLAN                                                               

Effective April 1, 1997, the Company adopted the McHenry Metals Golf Corp.      
Stock Option Plan which authorizes the issuance of up to 2,295,000 shares of    
common stock to employees and consultants.  Of the 1,295,000 options issued by  
the Company under the Plan to date, 362,768 are qualified Incentive Stock       
Options under Section 422 of the Internal Revenue Code of 1986, as amended,     
and the balance are nonqualified stock options.                                 

OTHER CONTRACTS                                                                 

The Company has signed endorsement contracts with four PGA tour professionals   
for product promotion. The first is for a period of three years beginning       
January 1, 1997, and calls for payments of $150,000 cash and 60,000 shares of   
stock in 1997, $275,000 in 1998 and $300,000 in 1999.  In addition, bonuses     
will be paid based upon golf tournament performance.  The second contract       

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requires payments of $50,000 per year for three years commencing in 1997, plus  
various bonuses.  The third contract requires payments of $7,500 in 1998 and    
1999, plus various bonuses based upon golf tournament performance.  The fourth  
contract is through 1998, and requires payment of $75,000 plus 10,000 shares    
of common stock.  Additional incentives are based on tournament performance.    

PRINCIPAL SHAREHOLDERS          

The following table sets forth information with respect to the beneficial       
ownership of the Company's common stock by each director of the Company, all    
directors and executive officers as a group, and each person individually, or   
group of persons whose shares are required to be aggregated, known to the       
Company to beneficially own more than five percent (5%) of said securities:     

                  Title of  Amount and Nature of          Percent1
Name and Address          Class    Beneficial Ownership1         of Class       

Gary V. Adams            Common        2,600,500 shares2              22%       
2532 LaCosta Ave                                                                
Carlsbad, CA 92008                                                              

Theodore Aroney          Common        1,305,000 shares3              12%       
7220 Arenal Lane                                                                
Carlsbad, CA 92009                                                              

Mark Bergendahl          Common          545,500 shares3               5%       
2796 Harbor Blvd #375                                                           
Costa Mesa, CA 92626                                                            

Henry J. Fleming, Jr.    Common          100,000 shares3               1%       
1322 Surrey Ct                                                                  
Alonquin, IL 60102                                                              

Bradley J. Wilhite       Common          205,000 shares3              2%        
1736 Woodbine Place                                                             
Oceanside, CA 92054                                                             

Sal Lupo                 Common          225,000 shares               2%        
41 Antigua                                                                      
Dana Point, CA 92629                                                            

Phillip A. Ward          Common          100,000 shares               1%        
3604 Curtis St                                                                  
San Diego, CA 92106                                                             

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All officers & directors                                                        
as a group (11 persons)  Common        5,296,000 shares              44%        

Craig, Sidney            Common          900,000 shares               8%        
11355 N Torrey Pines                                                            
LaJolla, CA 92037                                                               

1The foregoing amounts include any shares not presently outstanding, which      
each person or group listed has the right to acquire within 60 days from the    
date hereof, pursuant to any warrant, option or other right.  Percentages are   
calculated alternatively for each person or group listed, by adding to the      
total outstanding, only the shares which that person or group has the right to  
acquire.                                                                        

2Includes 600,000 shares not presently outstanding which Mr. Adams presently    
has the right to acquire through the exercise of outstanding options.           

3Includes 100,000 shares not presently outstanding which Mr. Aroney, Mr.        
Bergendahl, Mr. Fleming and Mr. Wilhite each presently has the right to         
acquire through the exercise of outstanding options.                            

CERTAIN TRANSACTIONS          

THE COMPANY                                                                     

Prior to completing the acquisition of MMI, the Company had received advances   
from an officer, director and shareholder of the Company in order to pay        
minimal operating expenses.  As of March 11, 1997, September 30, 1996 and       
September 30, 1995, $10,500, $8,350 and $6,000, respectively was payable by     
the Company as a result of these advances.  These debts were forgiven by the    
officer-director at closing of the acquisition of MMI, as a contribution to     
the capital of the Company.                                                     

Upon closing the acquisition of MMI the Company had 6,921,094 shares of its     
common stock outstanding.  Subsequent to closing the acquisition of MMI, the    
Company issued common stock and/or granted stock options to various persons as  
consideration for services or to acquire certain assets. Those transactions     
involving management are summarized below. The Company has issued or granted    
to:                                                                             

  Gary Adams (Chairman/CEO), 600,000 options exercisable at $.50 per share
for 5 years from April 1, 1997, to acquire Mr. Adams' design work.    

Ted Aroney (Vice Chairman), 150,000 options exercisable at $1.75 per  
share for 5 years from April 2, 1997, for services.                   

Mark Bergendahl (Director), 50,000 shares to purchase office          
furnishings, and 150,000 options exercisable at $1.75 per share for 5 
years from April 2, 1997, for services.                               

Mario Cesario (V.P.-Product Research), 30,000 shares to purchase      
 equipment. The Company also agreed to issue 60,000 shares for services,
subject to certain buy back provisions.                               

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 Henry Fleming (Director), 250,000 options exercisable at $.50 per share
for 5 years from April 1, 1997, for consulting services.              

Brad Wilhite (President-CAO), 100,000 shares and 100,000 options      
  exercisable at $4.125 per share for 5 years from September 29, 1997, for
services.                                                             

Fred Funk (Company Golf Pro), 60,000 shares for services.             

Gary Moles (COO), 100,000 shares for services, subject to certain buy 
back provisions.                                                      

Thomas Williams (V.P.- National Sales Manager), 25,000 shares for     
services, subject to certain buy back provisions.                     

The Company has purchased advertising services from a Company owned by Sal      
Lupo, an employee stockholder.  Total fees billed for services during 1997 and  
the first half of 1998 amounted to $784,154.  The advertising services are      
provided to the Company at a discount from the fees normally charged by Mr.     
Lupo's firm and by other advertising agencies; therefore management believes    
the terms are as favorable to the Company as those generally available from     
unaffiliated third parties.                                                     

MMI                                                                             

In January 1997, MMI issued 4,250,000 shares of common stock at a price of      
$.0005 per share to its founding shareholders which included Gary V. Adams,     
Ted Aroney and Sal Lupo.  MMI subsequently sold 1,400,000 of its shares at      
$.50 per share to investors including persons who may serve as officers or      
directors of the Company.  Therefore, MMI had 5,650,000 shares of its common    
stock outstanding prior to its acquisition by the Company.  All of such         
shares were acquired by the Company in exchange for the issuance of 5,650,000   
shares of the Company's common stock.                                           

CONFLICTS OF INTEREST                                                           

Other than as described herein the Company is not expected to have significant  
dealings with affiliates.  However, if there are such dealings the parties      
will attempt to deal on terms competitive in the market and on the same terms   
that either party would deal with a third person.  All ongoing and future       
affiliated transactions will be on terms no less favorable to the Company than  
can be obtained from unaffiliated third parties and will be approved by a       
majority of the independent directors.  Presently none of the officers and      
directors have any transactions which they contemplate entering into with the   
Company, aside from the matters described herein.  Management will attempt to   
resolve any conflicts of interest that may arise in favor of the Company.       
Failure to do so could result in fiduciary liability to management.             

INDEMNIFICATION AND LIMITATION OF LIABILITY OF MANAGEMENT                       

The General Corporation Law of Nevada permits provisions in the articles, by-   
laws or resolutions approved by shareholders which limit liability of           
directors for breach of fiduciary duty to certain specified circumstances,      
namely, breaches of their duties of loyalty, acts or omissions not in good      

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faith or which involve intentional misconduct or knowing violation of law,      
acts involving unlawful payment of dividends or unlawful stock purchases or     
redemptions, or any transaction from which a director derives an improper       
personal benefit. The Company's by-laws indemnify its Officers and Directors    
to the full extent permitted by Nevada law.  The by-laws with these exceptions  
eliminate any personal liability of a Director to the Company or its            
shareholders for monetary damages for the breach of a Director's fiduciary      
duty and therefore a Director cannot be held liable for damages to the Company  
or its shareholders for gross negligence or lack of due care in carrying out    
his fiduciary duties as a Director.  The Company's Articles provide for         
indemnification to the full extent permitted under law which includes all       
liability, damages and costs or expenses arising from or in connection with     
service for, employment by, or other affiliation with the Company to the        
maximum extent and under all circumstances permitted by law.  Nevada law        
permits indemnification if a director or officer acts in good faith in a        
manner reasonably believed to be in, or not opposed to, the best interest's of  
the corporation.  A director or officer must be indemnified as to any matter    
in which he successfully defends himself.  Indemnification is prohibited as to  
any matter in which the director or officer is adjudged liable to the           
corporation.  Insofar as indemnification for liabilities arising under the      
Securities Act may be permitted to directors, officers, and controlling         
persons of the Company pursuant to the foregoing provisions or otherwise, the   
Company has been advised that in the opinion of the Securities and Exchange     
Commission, such indemnification is against public policy as expressed in the   
Act and is, therefore, unenforceable.                                           

DESCRIPTION OF SECURITIES           

The following statements do not purport to be complete and are qualified in     
their entirety by reference to the detailed provisions of the Company's         
Articles of Incorporation and Bylaws, copies of which will be furnished to an   
investor upon written request therefor.                                         

COMMON STOCK                                                                    

The Company is presently authorized to issue 50,000,000 shares of $.001 par     
value common stock.  The Company presently has 11,035,810 shares of common      
stock outstanding.  The Company has reserved from its authorized but unissued   
shares a sufficient number of shares of common stock for issuance of the        
Shares offered hereby.  The shares of common stock issuable on completion of    
the offering will be, when issued in accordance with the terms of the           
offering, fully paid and non-assessable.                                        

The holders of common stock, including the Shares offered hereby, are entitled  
to equal dividends and distributions, per share, with respect to the common     
stock when, as and if declared by the Board of Directors from funds legally     
available therefor.  No holder of any shares of common stock has a pre-emptive  
right to subscribe for any securities of the Company nor are any common shares  
subject to redemption or convertible into other securities of the Company.      
Upon liquidation, dissolution or winding up of the Company, and after payment   
of creditors and preferred stockholders, if any, the assets will be divided     
pro-rata on a share-for-share basis among the holders of the shares of common   
stock.  All shares of common stock now outstanding are fully paid, validly      
issued and non-assessable.  Each share of common stock is entitled to one vote  
with respect to the election of any director or any other matter upon which     
shareholders are required or permitted to vote.  Holders of the Company's       

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common stock do not have cumulative voting rights, so that the holders of more  
than 50% of the combined shares voting for the election of directors may elect  
all of the directors, if they choose to do so and, in that event, the holders   
of the remaining shares will not be able to elect any members to the Board of   
Directors.                                                                      

PREFERRED STOCK                                                                 

The Company is also presently authorized to issue 5,000,000 shares of $.001     
par value Preferred Stock.  Under the Company's Articles of Incorporation, as   
amended, the Board of Directors has the power, without further action by the    
holders of the common stock, to designate the relative rights and preferences   
of the preferred stock, and issue the preferred stock in such one or more       
series as designated by the Board of Directors.  The designation of rights and  
preferences could include preferences as to liquidation, redemption and         
conversion rights, voting rights, dividends or other preferences, any of which  
may be dilutive of the interest of the holders of the common stock or the       
Preferred Stock of any other series.  The issuance of Preferred Stock may have  
the effect of delaying or preventing a change in control of the Company         
without further shareholder action and may adversely effect the rights and      
powers, including voting rights, of the holders of common stock.  In certain    
circumstances, the issuance of preferred stock could depress the market price   
of the common stock.  The Board of Directors effects a designation of each      
series of Preferred Stock by filing with the Nevada Secretary of State a        
Certificate of Designation defining the rights and preferences of each such     
series.  Documents so filed are matters of public record and may be examined    
in accordance with procedures of the Nevada Secretary of State, or copies       
thereof may be obtained from the Company.                                       

SERIES A WARRANTS                                                               

In connection with and as part of the terms of the acquisition of McHenry,      
shortly prior to consummating such acquisition the Company declared a           
distribution of Series A Warrants, to common stockholders of record as of       
March 31, 1997, on a 1 for 1 basis, with such distribution to be made subject   
to the effectiveness and upon the Effective Date of the registration statement  
covering sale of the shares underlying the Warrants (of which this prospectus   
is part); so the Company now has 1,271,094 Series A common stock purchase       
warrants (the "Warrants") outstanding.  The Warrants are exercisable at $1.00   
per share during the first year after the Effective Date, $1.50 per share       
during the second year after the Effective Date, and $2.00 per share during     
the third year after the Effective Date.  Warrants are exercisable only if the  
registration statement is then in effect, and the exercise is registered or     
otherwise qualified in any state or other jurisdiction where required.          

(a)  The Company may redeem all or a portion of the Warrants, at $.01 
  per warrant upon 30 days' prior written notice to the warrant holders in
  the event the Closing bid price of the Company's common stock exceeds or
equals 200% of the exercise price per share for 20 consecutive trading
days.  The warrants may be redeemed only if a current registration    
statement is in effect with respect thereto.  Any warrant holder who  
does not exercise his Warrants prior to the Redemption Date, as set   
forth on the Company's Notice of Redemption, will forfeit his right to

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 purchase the shares of Common Stock underlying such Warrants, and after
  such Redemption Date any outstanding Warrants referred to in such Notice
will become void and be canceled.  If the Company does not redeem such
Warrants, such warrants will expire at the conclusion of the exercise 
period unless extended by the Company.                                

(b)  The Company may at any time, and from time to time, extend the   
exercise period of the Warrants provided that written notice of such  
extension is given to the warrant holders prior to the expiration date
 thereof.  Also, the Company may, at any time, reduce the exercise price
thereof by written notification to the holders thereof.  The Company  
 does not presently contemplate any extensions of the exercise period or
reduction in the exercise price of the Warrants.                      

(c)  The Warrants contain anti-dilution provisions with respect to the
occurrence of certain events, such as stock splits or stock dividends.
The anti-dilution provisions do not apply in the event of a merger or 
 acquisition.  In the event of liquidation, dissolution or winding-up of
 the Company, warrant holders will not be entitled to participate in the
assets of the Company.  Warrant holders have no voting, preemptive,   
liquidation or other rights of a stockholder of a Company, and no     
dividends may be declared on the Warrants.                            

(d)  The Warrants may be exercised by surrendering to the Company, a  
Warrant certificate evidencing the Warrants to be exercised, with the 
exercise form included therein duly completed and executed, and paying
 to the Company the exercise price per share in cash or check payable to
the Company.  Stock certificates will be issued as soon thereafter as 
practicable.                                                          

  (e)  The Warrants were not exercisable until the Warrants and the shares
of Common Stock underlying the Warrants were registered.  The Company 
filed with the Commission a registration statement with respect to the
issuance of such shares underlying the Warrants as soon as practicable
  following the Acquisition.  This Prospectus is part of such registration
statement and the date of this Prospectus is the effective date of the
registration statement.  The effective date of such registration      
  statement is the "Commencement Date" for determining the exercise period
  of such Warrants.  The Company will also seek to register or qualify the
Common Stock issuable upon the exercise of the Warrants under the Blue
Sky laws of all states in which holders of the Warrants may reside.   

SHOP WARRANTS AND PRO WARRANTS                                                  

The Company is proposing to grant up to 1,000,000 warrants, referred to herein  
as "Shop Warrants" to dealers of the Company's products who are the first to    
purchase certain quantities of the Company's products.  The Company is also     
proposing to grant up to 300,000 warrants, referred to herein as "Pro           
Warrants" to golf professionals who enter into agreements with the Company to   
use and endorse the Company's products in connection with Professional Golf     
Association events.                                                             

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It is intended that these warrants will be exercisable for a two year term      
after their issuance, and will be issued in the future with exercise prices     
equal to their current fair market value at the time of issuance, determined    
by taking the average of the bid and asked prices quoted by the three highest   
market makers during the five trading days immediately preceding the issuance   
of the warrant. The Company will have the ability to redeem all or a portion    
of these Warrants also, at $.01 per warrant upon 30 days' prior written notice  
to the warrant holders in the event the Closing bid price of the Company's      
common stock exceeds or equals the exercise price per share for 10 consecutive  
trading days.  Otherwise, these Warrants will have the same provisions as the   
Series A Warrants previously described.                                         

TRANSFER AGENT                                                                  

The transfer agent for the Company is Interwest Transfer Co.,  Inc., 1981 East  
4800 South, Suite 100, Salt Lake City, Utah  84117.                             

ANNUAL REPORTS                                                                  

The Company intends to furnish annual reports to shareholders which will        
contain financial statements audited by independent certified public            
accountants and such other interim reports as the Company may determine.        

DIVIDEND POLICY                                                                 

The Company has not paid any cash dividends on common stock to date and does    
not anticipate paying cash dividends on common stock in the foreseeable         
future.  The Company intends for the foreseeable future to follow a policy of   
retaining all of its earnings, if any, to finance the development and           
expansion of its business.  The Company does intend to pay stock dividends on   
its preferred stock in accordance with the terms thereof.                       

SHARES ELIGIBLE FOR FUTURE SALE           

Of the 11,055,437 shares of the Company's common stock outstanding prior to     
the exercise of any Warrants, approximately 2,000,000 shares are not            
restricted and are eligible to be sold in the public market that exists for     
the Common Stock.  In addition, the 2,571,094 shares of Common Stock            
underlying the Warrants will also not be restricted and may be sold into the    
public market immediately upon issuance, if the sale is exempt from             
registration pursuant to Section 4(1) of the Securities Act of 1933, as         
amended (the "Securities Act").  Sales of substantial amounts of this common    
stock in the public market could adversely affect the market price of the       
common stock.  Furthermore, all of the remaining shares of Common Stock         
presently outstanding are restricted and/or affiliate securities which are not  
presently, but may at any time be sold into any public market that may exist    
for the Common Stock, pursuant to Rule 144 promulgated pursuant to the          
Securities Act.  In general, under Rule 144 as currently in effect, a person    
(or group of persons whose shares are aggregated), including affiliates of the  
Company, can sell within any three-month period, an amount of restricted        

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securities that does not exceed the greater of 1% of the total number of        
outstanding shares of the same class, or (if the Stock becomes quoted on        
NASDAQ or a stock exchange), the reported average weekly trading volume during  
the four calendar weeks preceding the sale; provided, that at least one year    
has elapsed since the restricted securities being sold were acquired from the   
Company or any affiliate of the Company, and provided further that certain      
other conditions are also satisfied.  If at least two years have elapsed since  
the restricted securities were acquired from the Company or an affiliate of     
the Company, a person who has not been an affiliate of the Company for at       
least three months can sell restricted shares under Rule 144 without regard to  
any limitations on the amount.  Sales of restricted and/or affiliate            
securities pursuant to Rule 144 or otherwise by insiders and others holding     
restricted securities have occurred in significant amounts; such sales are      
ongoing and the amount of such stock overhanging the market is substantial.     
Sales by current shareholders of substantial amounts of Common Stock into the   
public market depresses the market prices of the Common Stock in any such       
market.                                                                         

PLAN OF DISTRIBUTION          

This Prospectus and the registration statement of which it is part relate to    
the offer and sale of 1,271,094 redeemable Series A Warrants, 1,000,000         
redeemable Shop Warrants, 300,000  redeemable Pro Warrants, and 2,571,094       
shares of Common Stock of the Company underlying these Warrants.  As soon as    
practicable after the date of this Prospectus, the Series A Warrants will be    
distributed to the record holders of the Company's Common Stock as of March     
31, 1997.  Series A Warrants are exercisable at a price of $1.00 per share      
during the first year, at $1.50 during the second year and at $2.00 during the  
third year after the date of this Prospectus.  The Shop Warrants and Pro        
Warrants will be issued at various dates in the future, and will be             
exercisable at prices to be determined at such times, by reference to the       
current fair market value of the Common Stock. The Warrants were not            
distributed and did not constitute an offer by the Company to sell the Shares   
prior to the date of this prospectus.                                           

The offering will be managed by the Company without an underwriter, and the     
Shares will be offered and sold by the Company through an officer (Mr.          
Wilhite), without any discount, sales commissions or other compensation being   
paid to anyone in connection with the offering.  In connection therewith, the   
Company will pay the costs of preparing, mailing and distributing this          
Prospectus to the holders of the Warrants.  Brokers, nominees, fiduciaries and  
other custodians will be requested to forward copies of this Prospectus to the  
beneficial owners of securities held of record by them, and such custodians     
will be reimbursed for their expenses.                                          

There is no assurance that all or any of the Shares will be sold, nor any       
requirement, or escrow provisions to assure that, any minimum amount of         
Warrants will be exercised.  All funds received upon the exercise of any        
Warrants will be immediately available to the Company for its use.              

EXERCISE PROCEDURES                                                             

Warrants may be exercised in whole or in part by presentation of the Warrant    

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Certificate, with the Purchase Form on the reverse side thereof filled out and  
signed at the bottom thereof, together with payment of the Exercise Price and   
any applicable taxes at the principal office of Interwest Transfer Co.,  Inc.,  
1981 East 4800 South, Suite 100, Salt Lake City, Utah  84117.  Payment of the   
Exercise Price shall be made in lawful money of the United States of America    
by wire transfer or check payable to the order of "McHenry Metals Golf Corp."   

All holders of warrants will be given an independent right to exercise their    
purchase rights.  If, as and when properly completed and duly executed notices  
of exercise are received by the Transfer Agent and/or Warrant Agent, together   
with the Certificates being surrendered and full payment of the Exercise Price  
in cleared funds, the checks or other funds will be delivered to the Company    
and the Transfer Agent and/or Warrant Agent will promptly issue certificates    
for the underlying Common Stock.  It is presently estimated that certificates   
for the shares of Common Stock will be available for delivery in Salt Lake      
City, Utah at the close of business on the tenth business day after the         
receipt of all required documents and funds.                                    

LEGAL PROCEEDINGS           

On January 30, 1998, Pacific Golf Holdings, a California corporation operating  
as GolfGear International, filed a lawsuit against McHenry Metals Golf Corp.    
in U.S. District Court for the Southern District of California, alleging        
patent infringement.  GolfGear claimed that the Company's TourPure line of      
golf clubs infringed two of GolfGear's U.S. patents relating to the materials   
and construction of the club face.  The suit sought injunctive relief to        
enjoin the alleged infringement, and monetary relief for damages arising from   
the alleged infringement, in unspecified amounts. These claims were presented   
to the Company prior to filing of the lawsuit, but were rejected by the         
Company as being unfounded.  The lawsuit was settled in July, 1998 for an       
immaterial amount.                                                              

To the knowledge of management, there is no other material litigation pending   
or threatened against the Company.  The validity of the issuance of the Shares  
offered hereby will be passed upon for the Company by Thomas G. Kimble &        
Associates, Salt Lake City, Utah.                                               

EXPERTS           

The December 31, 1997 consolidated financial statements of the Company          
(formerly known as McHenry Metals, Inc.), included in this Prospectus have      
been audited by Clumeck, Stern, Phillips & Schenkelberg, independent certified  
public accountants, as indicated in their report with respect thereto, and are  
included herein in reliance on such report given upon the authority of that     
firm as experts in accounting and auditing.                                     

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McHenry Metals Golf Corp  

FINANCIAL STATEMENTS  

JUNE 1998 

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McHenry Metals Golf Corp. and Subsidiary                                        
Consolidated Balance Sheets                                                     

                                 June 30,      Dec 31,
                                 1998         1997
                                 ---------     ---------
                                (unaudited)    (audited)

Assets

Current Assets:                                                               
Cash                                     $1,053,402     $921,094        
Accounts receivable                       2,388,745            0        
Inventory                                 3,488,760      109,704        
Deferred costs on unrecognized sales      1,015,350            0        
Prepaid and other                           425,264      110,483        
                                 ----------    ---------
Total current assets                      8,371,521    1,141,281        
                                 ----------    ---------
Property and equipment, net                    491,660      401,369           

Other assets                                    36,016       32,767           
                                 ----------    ---------
Total assets                                $8,899,197   $1,575,417           
                                 ==========    =========

Liabilities & Stockholders' Equity

Current liabilities:                                                          
Accounts payable                         $3,313,184     $298,924        
Accrued expenses                            262,575      147,308        
Deferred revenue on unrecognized sales    2,388,745            0        
Leases payable - current portion             15,000       12,243        
                                 ----------    ---------

Total current liabilities                 5,979,504      458,475        
                                 ----------    ---------
Lease obligation, net of current portion        56,486       36,880           
                                 ----------    ---------
Stockholders' equity:                                                         
Common stock                                 11,012        8,791        
Additional paid-in capital               10,104,148    3,759,381        
Unearned compensation                      (467,410)     (88,352)       
Retained deficit                         (6,784,543)  (2,599,758)       
                                 ----------    ---------
Total stockholders' equity                2,863,207    1,080,062        
                                 ----------    ---------
Total liabilities & stockholders' equity    $8,899,197   $1,575,417           
                                 ==========    =========

See accompanying notes to consolidated financial statements.                  
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McHenry Metals Golf Corp. and Subsidiary                                        
Consolidated Statement of Operations                                            
(Unaudited)                                                                     

              Six Months Ended
               June 30, 1998     June 30, 1997
                   ---------         ---------
Net sales revenue                  $1,316,656                $0                 

Cost of sales                         835,415            18,737                 
                   ---------         ---------
Gross profit                          481,241           (18,737)                
                   ---------         ---------
Operating expenses:                                                             
Selling                             1,223,234            46,699                 
Marketing                           2,129,482            52,420                 
Tour promotion                        460,339           182,944                 
Administration                        722,910           270,684                 
Development                           165,953            74,576                 
                   ---------         ---------
Total operating expenses            4,701,918           627,323                 
                   ---------         ---------

Operating loss                     (4,220,677)         (646,060)                

Interest (income) expense             (38,092)             (414)                
Other, net                              2,200                 0                 
                   ---------         ---------
Net loss                          ($4,184,785)        ($645,646)                
                   =========         =========

Per share data:                                                                 
Loss per common share:                                                          
Basic                                  ($0.42)           ($0.12)                
Diluted                                ($0.42)           ($0.12)                

Weighted average common shares:                                                 
Basic                               9,981,323         5,309,000                 
Diluted                             9,981,323         5,309,000                 

See accompanying notes to consolidated financial statements.                    
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McHenry Metals Golf Corp. and Subsidiary                                        
Consolidated Statement of Cash Flows                                            
(Unaudited)                                                                     

                                            Six Months Ended
                                            June 30, 1998  June 30, 1997
                                                ---------      ---------
Operating activities:                                                         
 Net loss                                      ($4,184,785)     ($645,646)
Depreciation and amortization                      62,811          4,072
Compensation expense from stock grants            103,273              0
Expenses paid with stock                           26,727              0
Changes in operating assets and liabilities:                            
  Accounts receivable                          (2,388,745)             0
  Inventories                                  (3,379,056)             0
  Deferred costs on unrecognized sales         (1,015,350)             0
   Prepaid and other assets                       (315,610)       (90,478)
  Accounts payable                              3,014,260         41,280
  Accrued expenses                                115,267         84,870
  Deferred revenue on unrecognized sales        2,388,745              0
  Capital lease obligation                         22,363              0
                                                ---------      ---------
Net cash used by operating activities             (5,550,100)      (605,902)  

Investing activities:                                                         

 Purchase of property and equipment               (151,667)      (117,297)
 Trademarks and patents                             (3,855)       (19,003)
                                                ---------      ---------
Net cash used in investing activities               (155,522)      (136,300)  

Financing activities:                                                         

Net proceeds from issuance of common stock      5,837,930        844,958
                                                ---------      ---------
Net cash provided (used) by financing activities   5,837,930        844,958   
                                                ---------      ---------
Net increase (decrease) in cash                      132,308        102,756   

Cash at beginning of period                          921,094              0   
                                                ---------      ---------
Cash at end of period                             $1,053,402       $102,756   
                                                =========      =========

See accompanying notes to consolidated financial statements.                  
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Notes to Consolidated Financial Statements                                      

NOTE 1 BASIS OF PRESENTATION                                                    

The accompanying consolidated financial statements for the three months and     
six months ended June 30, 1998, and the three months ended March 31, 1998,      
have been prepared by the Company.  These statements are unaudited, and, in     
the opinion of management, include all adjustments (consisting of normal        
recurring accruals) necessary to present fairly the results for the periods     
presented.  The balance sheet at December 31, 1997 has been derived from the    
audited financial statements at that date.  Certain information and footnote    
disclosures normally included in financial statements prepared in accordance    
with generally accepted accounting principles have been condensed or omitted.   
These financial statements should be read in conjunction with the consolidated  
financial statements and related notes thereto included in the Company's 1997   
Financial Report. Operating results for the three months and six months         
ended June 30, 1998 are not necessarily indicative of the results that may      
be expected for the full year.                                                  

The preparation of financial statements in conformity with generally            
accepted accounting principles requires management to make estimates and        
assumptions that affect the reported amounts of assets and liabilities and      
disclosure of contingent assets and liabilities at the date of the financial    
statements and the reported amounts of revenues and expenses during the         
reporting period.  Actual results could differ from those estimates.            

Prior to 1998, the Company was a development stage company.  In 1998, the       
Company started to manufacture, market and sell its line of golf clubs.         

Due to the Company's limited operating history and uncertainty with respect to  
the market acceptance of the Company's product, management has elected to       
defer recognition of revenue on product sales until the related accounts        
receivable have been collected.  This basis of revenue recognition is expected  
to continue until, in the opinion of management, there exists sufficient        
history of customer payments and returns to provide a reasonable basis to       
conclude that revenue is earned at the point of shipment.                       

NOTE 2  INVENTORY                                                               

Inventory consists of the following at June 30, 1998:                           

Raw materials and work in process    $2,163,135                               
Finished goods                        1,325,625                               

Total                                $3,488,760                               

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NOTE 3  NET LOSS PER SHARE                                                      

Effective December 31, 1997, the Company adopted SFAS No. 128, earnings Per     
Share.  This statement requires the presentation of basic and diluted           
earning per common share.  Due to losses sustained by the Company (which        
make common stock equivalents antidilutive), adoption by the Company of this    
statement had no material impact on current period or retroactive EPS           
calculations.  For the six months ended June 30, 1998 and 1997, 1,295,000       
and 1,150,000 options outstanding were excluded from the calculations as        
their effect would have been antidilutive.                                      

NOTE 4 COMMITMENTS AND CONTINGENCIES                                            

The Company has entered into endorsement agreements with touring golf           
professionals for periods of up December 31, 1999.   These agreements           
typically provide for a base compensation and bonuses, based upon, among        
other things, tournament play and performance and standings on the official     
money list.  Minimum requirements under these agreements call for cash          
payments of $476,000 in 1998 and $374,000 in 1999.  In addition to and in       
lieu of cash, certain players have received stock awards representing 66,000    
shares of Common Stock.  Compensation expense related to these shares is        
approximately $183,000 in 1998 and $140,000 in 1999.                            

In the normal course of business, the Company enters into certain long-term     
purchase commitments with various vendors.  The Company has committed to        
purchase titanium golf clubheads costing approximately $2.4 million from a      
supplier.  These clubheads are to be shipped in accord with a production        
schedule through the first half of 1999.                                        

Pursuant to the April, 1997 reverse merger and name change to McHenry Metals    
Golf Corp., the Company's Board of Directors declared a warrant distribution    
of Common Stock Purchase Warrants to all stockholders of record as of March     
31, 1997.  The issuance of these warrants is predicated on completion of a      
registration statement with the Securities and Exchange Commission.  In         
addition, the Board of Directors has authorized the registration for public     
sale up to a maximum of 1,300,000 warrants representing the right to            
purchase a maximum of 1,300,000 shares of the Company's Common Stock.  The      
Company plans to allocate 1,000,000 warrants to its golf retailer customers     
and golf pro-shop customers and 300,000 warrants to golf touring                
professionals.   The purchase price of the shares will be the trading price     
of the Company's Common Stock on the date the warrants are issued.  The         
warrants will be offered to a limited number of customers.                      

In January 1998, the Company was named as a defendant in a patent               
infringement lawsuit.  The lawsuit was settled in July 1998 for an              
immaterial amount.                                                              

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NOTE  5 BANK LINE OF CREDIT                                                     

Effective July 30, 1998, the Company entered into a $3,000,000 line of          
credit with a bank at an interest rate that is 1% over the banks prime          
lending rate.   The credit line provides an advance on eligible accounts        
receivable and is secured by the assets of the Company.  The credit line        
expires July 30, 1999.  At the Company's present sales base there are not       
sufficient accounts receivable to fully utilize the $3 million credit line.     
In addition, due to slow customer payments, a substantial portion of accounts   
receivable are not eligible for borrowing under the credit line.  As of         
September 21, 1998, there was $680,000 borrowed under the credit line and the   
Company was in an over-advanced position with the bank in the amount of         
$390,000 (based on approximately $290,000 eligible for borrowing).  Based on    
this over-advance position, the Company is not in compliance with the terms of  
the credit line.                                                                

Effective September 11, 1998, the bank line of credit was amended.  The line    
of credit was reduced from $3,000,000 to $930,000; interest rate increased      
from 1% to 1 1/2% over the bank's prime lending rate and the expiration date    
of the line of credit amended to November 11, 1998.  On September 16, 1998,     
the bank provided an additional $250,000 to the Company for working capital     
purposes with a maturity date of November 11, 1998.  Although the Company       
believes that it will be able to secure a new line of credit, there is no       
assurance that one can be obtained before November 11, 1998 or on terms         
acceptable to the Company.  Furthermore, the Company is restricted from         
borrowing additional funds under its existing bank line of credit and must      
repay its current indebtedness of $930,000 to the bank by November 11, 1998.    

NOTE 6      RELATED PARTY TRANSACTION                                           

On August 14, 1998, the Company borrowed $120,000 in the form of an unsecured   
promissory note payable to a shareholder and member of the Company's board of   
directors.  The principal balance is payable on demand after September 14,      
1998, and bears interest at 6%.  As of September 21, 1998, there has been no    
demand for payment.                                                             

NOTE 7      GOING CONCERN                                                       

The financial statements of the Company have been prepared in conformity with   
generally accepted accounting principles which contemplate continuation of the  
Company as a going concern.  However, the Company is newly formed, has          
incurred losses since its inception and has not yet been successful in          
establishing profitable operations.  These factors raise questions about the    
ability of the Company to continue as a going concern.  In this regard,         
management is proposing to raise any necessary additional funds not provided    
by its planned operations through loans and/or through additional sales of its  
equity securities pursuant to the exercise of the Warrants or otherwise.        
However, there is no assurance that the Company will be successful in raising   
this additional capital or achieving profitable operations.  The financial      
statements do not include any adjustments that might result from the outcome    
of these uncertainties.                                                         

F6  

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

FINANCIAL REPORT            

DECEMBER 31, 1997             

TABLE OF CONTENTS             

                                          Page

Independent Auditors' Report                               2                

Financial Statements                                                        
Consolidated Balance Sheet                               3              
Consolidated Statement of Stockholders' Equity           4              
Consolidated Statement of Operations                     5              
Consolidated Statement of Cash Flow                      6              
Notes to Consolidated Financial Statements              7-14            

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INDEPENDENT AUDITORS' REPORT            

To the Board of Directors                                                   
McHenry Metals Golf Corp. and Subsidiary                                    
Carlsbad, California                                                        

We have audited the consolidated balance sheet of McHenry Metals Golf       
Corp. and Subsidiary (a development stage company), as of December 31,      
1997 and the related consolidated statements of stockholders' equity,       
operations and cash flows for the period January 13, 1997 to December       
31, 1997.  These financial statements are the responsibility of the         
company's management.  Our responsibility is to express an opinion on       
these financial statements based on our audit.                              

We conducted our audit in accordance with generally accepted auditing       
standards.  Those standards require that we plan and perform the audit      
to obtain reasonable assurance about whether the financial statements       
are free of material misstatement.  An audit includes examining on a        
test basis, evidence supporting the amounts and disclosures in the          
financial statements.  An audit also includes assessing the accounting      
principles used and significant estimates made by management, as well as    
evaluating the overall financial statement presentation.  We believe        
that our audit provides a reasonable basis for our opinion.                 

In our opinion, the consolidated financial statements referred to above     
present fairly, in all material respects, the financial position of         
McHenry Metals Golf Corp. and Subsidiary as of December 31, 1997 and the    
results of its operations and its cash flow for the period January 13,      
1997 to December 31, 1997 in conformity with generally accepted             
accounting principles.                                                      

CLUMECK, STERN, PHILLIPS & SCHENKELBERG                       
Certified Public Accountants                              

Encino, California                                                          
February 12, 1998                                                           

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

CONSOLIDATED BALANCE SHEET            
DECEMBER 31, 1997             

ASSETS            

CURRENT ASSETS                                                              
Cash                                                $    921,094        
Inventory                                                109,704        
Prepaid expenses                                          75,033        
Advances to employees                                     11,450        
Note receivable                                           24,000        
                                               ---------
Total Current Assets                                  1,141,281       

PROPERTY AND EQUIPMENT, net of                                              
accumulated depreciation of $32,814                      401,369        

OTHER ASSETS                                                                
Patents and trademarks, net of                                          
accumulated amortization of $790                        27,276      
Deposits                                                   5,491        
                                               ---------
TOTAL ASSETS                                           $ 1,575,417          
                                               =========
LIABILITIES AND STOCKHOLDERS' EQUITY            

CURRENT LIABILITIES                                                         
Accounts payable                                    $    298,924        
Accrued salaries and benefits                             68,919        
Common stock payable                                      28,389        
Contract payable                                          50,000        
Leases payable                                            12,243        
                                               ---------
Total Current Liabilities                               458,475       
                                               ---------
LONG TERM LIABILITIES                                                       
Leases payable, net of current portion                    36,880        
                                               ---------
COMMITMENTS                                                                 

STOCKHOLDERS' EQUITY                                                        
Common stock, $.001 par value, authorized 50,000,000                    
shares; issued and outstanding 8,790,794 shares          8,791      
Preferred stock, $.001 par value, authorized 5,000,000                  
shares; no shares issued or outstanding                   -         
Additional paid in capital                             3,759,381        
Unearned compensation                                 (   88,352)       
Deficit accumulated during development stage          (2,599,758)       
                                               ---------
                                               1,080,062
                                               ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 1,575,417          
                                               =========

(See Notes to Financial Statements) 
3 

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY          

JANUARY 13, 1997 TO DECEMBER 31, 1997           

                                                                [Download Table]

                                                                     Deficit   
                                                                   Accumulated 
                             Common Stock    Additional            During the  
  Total                                                                        
                          Number of          Paid - In   Unearned Development  
Stockholders                                                                   
                            Shares   Amount   Capital  Compensation   Stage    
  Equity                                                                       
                          ---------  ------  ---------------------- -----------
---------                                                                      
                                                                               
                                                                               
Common stock issued                                                            
  for cash                                                                     

  February, 1997          4,250,000 $ 4,250 $(    2,125)                       
  March, 1997             1,390,000   1,390     693,610                        
  April, 1997                10,000      10       4,990                        
  September, 1997         1,447,000   1,447   2,892,553                        
                          ---------  ------  ----------   -------   ---------- 
 ---------                                                                     
                          7,097,000   7,097   3,589,028                        
$3,596,125                                                                     
                          ---------  ------  ----------   -------   ---------- 
 ---------                                                                     
Common stock issued                                                            
  in subsidiary                                                                
  acquisition transaction 1,271,094   1,271   (   1,271)                       
      -                                                                        

Common stock issued                                                            
  for furniture                                                                
  And compensation          422,700     423     288,427   (88,352)             
   200,498                                                                     

Cost of raising capital                       ( 116,803)                       
  (116,803)                                                                    

Common stockholder loss                                                        
  for the period                                                               
  January 13 to                                                                
  December 31, 1997                                                 (2,599,758)
(2,599,758)                                                                    
                          ---------  ------  ----------   -------   ---------- 
 ---------                                                                     
                          8,790,794 $ 8,791 $ 3,759,381  $(88,352) $(2,599,758)
$1,080,062                                                                     
                          =========  ======  ==========   =======   ========== 
 =========                                                                     

(See Notes to Financial Statements)         
4         

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

CONSOLIDATED STATEMENT OF OPERATIONS            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

SALES                                          $        -                   
                               -----------
EXPENSES                                                                    

Contract labor                               $    325,014               
Depreciation and amortization                      33,604               
Event sponsorship                                   5,900               
Insurance                                          14,037               

Legal and professional                             94,820               
Marketing costs                                   472,355               
Office expense                                     79,372               
Payroll taxes and benefits                         53,375               

Postage and delivery                               42,003               
Professional players fees                         312,500               
Rent                                               54,182               
Research and development                          123,595               

Salaries                                          788,713               
Supplies                                           37,547               
Telephone                                          33,839               
Travel and entertainment                          101,331               
Miscellaneous                                      47,590               
                               -----------
                                 2,619,777

INTEREST INCOME                                      20,819                 
                               -----------
LOSS BEFORE PROVISION FOR INCOME TAXES           (2,598,958)                

PROVISION FOR INCOME TAXES                                                  
Current                                               800               
                               -----------
NET LOSS                                       $ (2,599,758)                
                               ===========
NET LOSS PER SHARE                             $ (      .38)                
                               ===========

(See Notes to Financial Statements) 
5 

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

CONSOLIDATED STATEMENT OF CASH FLOWS            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

CASH FLOWS FROM OPERATING ACTIVITIES                                        
Net loss                                            $(2,599,758)        
                                            ----------
Adjustments to reconcile net loss to net                                
cash (used in) operating activities                                 
Depreciation and amortization                        33,604     
Expenses paid by the issuance of stock              136,648     
(Increase) decrease in operating assets                         
Inventory                                      (  109,704)  
Prepaid expenses                               (   75,033)  
Deposits                                       (    5,491)  
Increase (decrease) in operating liabilities                    
Accounts payable                                  277,149   
Accrued salaries and benefits                      68,919   
Contract payable                                   50,000   
Common stock payable                               28,389   
                                            ----------
Total adjustments                              404,481
                                            ----------
NET CASH USED IN OPERATING ACTIVITIES                  (2,195,277)          
                                            ----------
CASH FLOWS FROM INVESTING ACTIVITIES                                        
Property and equipment                               (  296,782)        
Patents and trademarks                               (   28,066)        
Advances to employees                                (   11,450)        
Increase in note receivable                          (   24,000)        
                                            ----------
NET CASH USED IN INVESTING ACTIVITIES                  (  360,298)          
                                            ----------
CASH FLOWS FROM FINANCING ACTIVITIES                                        
Sale of common stock                                  3,596,125         
Cost of raising capital                              (  116,803)        
Payment on leases payable                            (    2,653)        
                                            ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES               3,476,669           
                                            ----------
NET INCREASE IN CASH                                      921,094           

CASH, Beginning of period                                     -             
                                            ----------
CASH, End of period                                   $   921,094           
                                            ==========
SUPPLEMENTAL CASH FLOW INFORMATION                                          
CASH PAID:                                                              
Income taxes                                      $       800       
                                            ==========
Interest                                          $       618       
                                            ==========
NON CASH INVESTING AND FINANCING ACTIVITIES                                 
Acquisition of equipment under capitalized leases   $    51,775         
                                            ==========

(See Notes to Financial Statements) 
6 

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                         

Consolidation                                                           

McHenry Metals Golf Corp. was incorporated in 1985 in Utah under the  
name of White Pine, Inc..  In 1986 the name was changed to Symphony 
Holding Company.  In 1993 the corporate domicile was changed from   
Utah to Nevada and the corporation changed its name to Symphony     
Ventures, Inc..  In 1996, the name was changed to Micro-ASI         
International, Inc..  Upon the acquisition of 100% ownership of     
McHenry Metals, Inc. (subsidiary) in April, 1997, the company's name
was changed to McHenry Metals Golf Corp..                           

McHenry Metals, Inc., the subsidiary, was organized under the laws  
of Illinois on January 13, 1997, to engage in the manufacture and   
sale of a new line of golf related equipment.  It is currently in   
the developmental stage of operations devoting its time to raising  
capital, promotion of future products and administrative functions. 

The acquisition of McHenry Metals, Inc. is accounted for as a       
reverse acquisition that results in a recapitalization of           
Subsidiary as it is deemed to be the acquiring corporation.         

All intercompany transactions have been eliminated.                 

Inventory                                                               

Inventory is valued at the lower of cost or market.  Cost is        
determined using the first-in, first-out (FIFO) method.             

Raw materials              $   84,693                             
Work in process                25,011                             
--------- 
$  109,704  
========= 

Revenue Recognition                                                     

Due to the Company's limited operating history and uncertainty      
with respect to the market acceptance of the Company's product,     
management has elected to defer recognition of revenue on product   
sales until the related accounts receivable have been collected.    
This basis of revenue recognition is expected to continue until,    
in the opinion of management, there exists sufficient history of    
customer payments and returns to provide a reasonable basis to      
conclude that revenue is earned at the point of shipment.           

7 

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)             

Property and Equipment                                                  

Property and equipment are stated at cost.  Those items that had been 
placed in service are being depreciated over their estimated useful 
lives of two to seven years using the straight-line method.         

Patents and Trademarks                                                  

The patents and trademarks are recorded at cost and amortized over    
seventeen years using the straight-line method.                     

Estimates                                                               

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

Stock Based Compensation                                                

In October, 1995, the Financial Accounting Standards Board issued   
Statement 123, Accounting for Stock-Based Compensation.  This       
statement permits a company to choose either a new fair value based 
method or the current APB Opinion 25 intrinsic value based method of
accounting for its stock-based compensation arrangements.  The      
statement requires pro forma disclosures of net income and earnings 
per share computed as if the fair value method had been applied in  
financial statements of companies that continue to follow current   
practice in accounting for such arrangements under Opinion 25.  The 
Company has elected to follow Opinion 25 and make the required      
disclosures as outlined in Statement 123 (see Note 9).              

Income Taxes                                                            

The Company accounts for income taxes in accordance with statement  
Financial Accounting Standards No. 109, Accounting for Income Taxes,
 which requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of events that have been       
included in the financial statements or tax returns.  Under this    
method, deferred tax liabilities and assets are determined based on 
the difference between the financial statement and tax basis of     
 assets and liabilities using enacted tax rates in effect for the year
which the differences are expected to be settled or realized.       

8 

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)             

Loss per Share                                                          
The computations of loss per share of common stock are based on the   
weighted average number of shares outstanding of 6,897,795 shares.  

Advertising Costs                                                       
The Company expenses advertising costs when incurred.  Trade and      
consumer ad space and event sponsorships totaled $248,103.          

NOTE 2 - PROPERTY & EQUIPMENT                                               

Property and equipment are recorded as follows:                         

Capitalized lease equipment         $   51,775                  
Office equipment and furniture          95,672                  
Computer equipment and software         65,099                  
Machinery and equipment                 10,536                  
Show booth                              75,250                  
Leasehold improvements                  21,493                  
Tooling                                114,358                  
                   ---------
                     434,183
Accumulated depreciation                32,814                  
                   ---------
                   $ 401,369
                   =========

NOTE 3 - COMMON STOCK PAYABLE                                               

The Company has committed to issue 108,750 shares in connection with    
employee compensation and the purchase of services from vendors.        

NOTE 4 - LEASES PAYABLE                                                     
The Company leases equipment with a cost of $51,775 under capital leases
and accumulated depreciation of $1,202 at December 31, 1997.  The       
following is a schedule of future minimum payments required under the   
leases together with their present value as of December 31, 1997:       

9 

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

NOTE 4 - LEASES PAYABLE (CONTINUED)                                         

1998                                     $ 21,055                 
1999                                       21,055                 
2000                                       17,691                 
2001                                        7,435                 
                       ---------
Total minimum lease payments               67,236                 
Less amount representing interest          18,113                 
                       ---------
Present value of minimum lease payments  $ 49,123                 
                       =========

NOTE 5 - INCOME TAXES                                                       

The Company has an operating loss for the year that can be used to      
offset future taxable income.  Since this is a development stage company
and the future taxable income stream is uncertain, no deferred tax      
benefit has been recorded for the possible use of this operating loss.  
If unused, the loss will expire for federal purposes in 2012.           

NOTE 6 - COMMITMENTS                                                        

Lease                                                                   

The Company has signed a lease for office space in Illinois beginning 
January 1, 1998 and ending December 31, 2000.  The lease calls for  
monthly payments of $1,500, plus escalations.                       

The Company has also signed a lease for space in California beginning 
 May 1, 1997 and ending October 31, 1998.  The lease calls for monthly
payments of $4,261 plus increases in maintenance charges.  The      
Company has an option to extend the lease an additional two years.  

The future minimum rentals including the anticipated option period    
are:                                                                    

1998                                    $  68,858               
1999                                       71,529               
2000                                       65,407               
                          --------
                         $ 205,794
                          ========

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

NOTE 6 - COMMITMENTS (CONTINUED)                                            

Lease (Continued)                                                       

Rent expense, representing minimum rents, amounted to $49,836.        

Contracts                                                                   

The Company has signed three contracts for product promotion for          
periods through December 31, 1999.  The contracts call for payments of
$179,167 cash and 80,000 shares of stock in 1997, $332,500 in 1998 and
$357,500 in 1999.  The value assigned to the stock of $133,333 was    
determined in renegotiations with the principals for payment of a     
portion of the cash compensation required by the contracts.  The      
annual contract amount is charged to expense ratably over the year.   
The amount expensed in 1997 was $312,500.  In addition, bonuses will  
be paid up to $151,000 for each major tournament victory.  Placement  
in tournaments in less than first place calls for a smaller bonus as  
specified in each contract.   The stock has not yet been issued on one
of the contracts.                                                     

Employment Contracts                                                    

An employment contract has been signed with an officer/stockholder    
for a term of three years.  The minimum annual compensation is      
$150,000.  Employment contracts with other employees of the Company 
do not exceed one year.                                             

Warrants                                                                

The Board of Directors has authorized the registration for restricted 
public sale up to a maximum of 1,000,000 warrants representing the  
 right to purchase a maximum of 1,000,000 shares of common stock.  The
 purchase price of the shares will be the trading price of the Company
stock on the date the warrants are issued.  The warrants will be    
offered to a limited number of customers.                           

The Company has declared a warrant distribution of Common Stock       
Purchase Warrants to all stockholders of the Parent who were        
stockholders of record as of March 31, 1997.  These warrants and the
common stock underlying the warrants will be registered with the    
Securities and Exchange Commission.                                 

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

NOTE 7 - CONCENTRATION OF RISK                                              

The Company maintains its cash in bank deposit and brokerage accounts   
which, at times, may exceed federally insured limits.  The Company      
believes it is not exposed to any significant credit risk on cash.      

NOTE 8 - FORWARD STOCK SPLIT                                                

As a negotiated term of the acquisition of the subsidiary, the Parent's 
Board of Directors approved a 2.2 to 1 forward split of its outstanding 
common stock effective April 1, 1997.  This increased the number of     
shares outstanding, from 577,770 shares to 1,271,094 shares, before the 
issuance of shares for the acquisition of the subsidiary.               

NOTE 9 - RESTRICTED STOCK AND STOCK OPTIONS GRANTED                         

The Company has awarded restricted stock to some of its employees as    
part of the compensation package under the employment contracts being   
finalized.  It has also granted stock options to other employees as part
of their compensation package.  The Company applies APB Opinion No. 25  
and related interpretations in accounting for its plans.  Accordingly,  
for the stock options, no compensation cost has been recognized.  The   
compensation cost charged against income for the restricted stock award 
was $48,837.  Had compensation cost for the stock options been          
determined based on the fair value at the grant dates, consistent with  
the alternative method set forth under SFAS 123, the Company's net loss 
would have been increased by $99,000.                                   

The Board of Directors has granted the following stock options:       

                  Options  Option Price    Exercise date
Options granted         600,000  $   .500 Up to September 1, 2000   

Options granted         250,000  $   .500    100,000 on or after    
                                            December 31, 1997;
                                         150,000 on or after
                                           December 31, 1998

Options granted         300,000   $ 1.750    200,000 on or after    
                                            December 31, 1997;
                                         100,000 on or after
                                           December 31, 1998
                                          up to May 27, 2000

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

NOTE 9 - RESTRICTED STOCK AND STOCK OPTIONS GRANTED (CONTINUED)             

                   Options   Option Price    Exercise date
Options granted         125,000   $ 4.125 Up to September 28, 2000  

Options granted          20,000   $ 4.125 After January 31, 1998 and
                                          before September 1, 2000

Series A warrants     1,271,094   $1 - 2.00  Up to June, 2001       
---------               
Options outstanding                                                 
at December 31, 1997  2,566,094                                     
=========               
Options exercisable                                                 
at December 31, 1997    725,000                                     
=========               
Unearned compensation has been charged for the value of the stock       
granted to employees on the date of grant based upon the value of the   
stock at that date.  These amounts are amortized over the earning       
period.  The unamortized portion is shown as a reduction of             
stockholders' equity.                                                   

NOTE 10 - STOCK OPTION PLAN                                                 

The Board of Directors and the Shareholders have approved a stock option
plan effective April 1, 1997.  The plan authorized the granting of      
options to purchase an aggregate of 2,295,000 shares of common stock of 
the Company.  The purchase price of each share of stock covered by the  
option plan shall be equal to the fair market value of the Company's    
common stock on the date of grant.  Options granted to a ten percent or 
  more shareholder will have a price equal to one hundred ten percent (110%)
of the fair market value on the grant date. One million two hundred     
ninety-five thousand options have been granted under this plan.         

NOTE 11 - RELATED PARTY TRANSACTIONS                                        

The Board of Directors approved the issuance of 107,700 shares of stock 
to stockholders, board members and others for purchase of furniture and 
equipment from them valued at $53,850.                                  

The Company purchased advertising services from a company owned by an   
employee/stockholder.  Total was approximately $300,000.                

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MCHENRY METALS GOLF CORP. AND SUBSIDIARY            
(A Development Stage Company)             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)            

JANUARY 13, 1997 TO DECEMBER 31, 1997             

NOTE 12  401(k) PLAN                                                        
The Company adopted a 401(k) plan effective February 1, 1998.  Employees
who have reached the age of 21 and have completed one year of service   
or were employees as of the effective date are eligible to participate. 
Contributions by the Company will be made at the discretion of the Board
of Directors.                                                           

NOTE 13  SUBSEQUENT EVENTS                                                  
The Company is a defendant in a patent infringement lawsuit filed in    
1998.  McHenry Metals has been advised by its patent counsel that in his
opinion, the claims made in the suit have substantive shortcomings.     
However, there can be no assurance regarding the outcome of the         
litigation; and no assurance exists that the litigation will not have   
a material adverse effect upon the Company and its business.            

Effective January 1, 1998, the Company signed professional endorsement  
agreements with two individuals.  The agreements are for a two year     
term.  Compensation will be the issuance of 40,000 shares of the Company
stock.                                                                  

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NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR    
TO MAKE ANY REPRESENTATIONS OTHER THAT THOSE CONTAINED IN THIS PROSPECTUS IN    
CONNECTION WITH THE OFFER MADE HEREBY.  IF GIVEN OR MADE, SUCH INFORMATION OR   
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE        
COMPANY.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A             
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES COVERED HEREBY IN ANY     
JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR      
SOLICITATION IN SUCH JURISDICTION.  NEITHER THE DELIVERY OF THIS PROSPECTUS     
NOR ANY SALE MADE HEREUNDER SHALL, IN ANY CIRCUMSTANCES, CREATE ANY             
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE   
THE DATE HEREOF.                                                                

UNTIL  FEBRUARY 7, 1998,  ALL DEALERS EFFECTING TRANSACTIONS IN THE             
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION,       
MAY BE REQUIRED TO DELIVER A PROSPECTUS.  THIS IS IN ADDITION TO THE            
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS                    
UNDERWRITERS WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.          

TABLE OF CONTENTS. . . . . . . . . . . . . . . . . .INSIDE FRONT COVER          

MCHENRY METALS GOLF CORP.           

2,571,094 WARRANTS AND            
UNDERLYING SHARES           

WARRANTS AND          
COMMON STOCK          

PROSPECTUS          

November 9, 1998      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		12/31/00		56					10-K,  NT 10-K
		9/28/00		59
		9/1/00		58		59
		5/27/00		58
		12/31/99		45		57			10KSB,  NT 10-K
		7/30/99		7		46
		1/1/99		25
		12/31/98		25		58			10KSB40,  10KSB40/A,  NT 10-K
Filed on:		11/24/98
		11/11/98		7		46
		11/9/98		1		61
		11/6/98		1
		10/31/98		56
		9/21/98		46
		9/16/98		18		46
		9/14/98		46
		9/11/98		18		46
		8/31/98		18
		8/14/98		46
		7/30/98		17		46			SB-2/A
		6/30/98		3		45
		3/31/98		16		44
		2/12/98		48
		2/7/98		61
		2/2/98		3		22
		2/1/98		60
		1/31/98		59
		1/30/98		39
		1/1/98		56		60
		12/31/97		17		60
		9/29/97		33
		6/30/97		42		45
		5/1/97		56
		4/2/97		30		32
		4/1/97		15		59
		3/31/97		1		57
		3/11/97		32
		1/13/97		16		60
		1/1/97		30
		9/30/96		32
		9/30/95		32
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