<SUBMISSION>
<ACCESSION-NUMBER>0000950137-04-007810
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20040706
<ITEMS>2.01
<ITEMS>9.01
<FILING-DATE>20040917
<DATE-OF-FILING-DATE-CHANGE>20040917
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ASHWORTH INC
<CIK>0000820774
<ASSIGNED-SIC>2320
<IRS-NUMBER>841052000
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1031
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>001-14547
<FILM-NUMBER>041036458
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2765 LOKER AVE WEST
<CITY>CARLSBAD
<STATE>CA
<ZIP>92008
<PHONE>7604386610
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2765 LOKER AVENUE WEST
<CITY>CARLSBAD
<STATE>CA
<ZIP>92008
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CHARTER GOLF INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>a01918e8vkza.htm
<DESCRIPTION>AMENDMENT NO.1 TO FORM 8-K DATED JULY 6, 2004
<TEXT>
<HTML>
<HEAD>
<TITLE>Ashworth, Inc.</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM 8-K/A</B>


<P align="center" style="font-size: 10pt"><B>CURRENT REPORT<BR>
PURSUANT TO SECTION 13 or 15(d) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934</B>



<P align="center" style="font-size: 10pt">Date of report (Date of earliest event reported): July&nbsp;6, 2004


<P align="center" style="font-size: 24pt"><B>ASHWORTH, INC.</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Charter)</DIV>


<DIV align="center">
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    <TD width="30%">&nbsp;</TD>
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    <TD width="30%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD align="center" valign="top">Delaware<BR>
(State or Other<BR>
Jurisdiction of<BR>
Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">0-18553<BR>
(Commission<BR>
File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">84-1052000<BR>
(IRS Employer<BR>
Identification No.)</TD>
</TR>


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<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

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    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top">2765 Loker Avenue West<BR>
Carlsbad, California<BR>
(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">92008<BR>
(Zip Code)</TD>
</TR>


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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">Registrant&#146;s Telephone Number, Including Area Code: (760)&nbsp;438-6610



<P align="center" style="font-size: 10pt">N/A<BR>
(Former Name or Former Address, if Changed Since Last Report)


<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule&nbsp;425 under the Securities Act (17
CFR 230.425)


<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17
CFR 240.14a-12)


<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))


<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
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	<TD width="3%"></TD>
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	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD></TD><TD colspan="8"><A HREF="#000">ITEM 2.01. Completion of Acquisition or Disposition of Assets.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">ITEM 9.01. Financial Statements and Exhibits.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="a01918exv99w7.txt">EXHIBIT 99.7</A></TD></TR>
<TR><TD colspan="9"><A HREF="a01918exv99w8.txt">EXHIBIT 99.8</A></TD></TR>
<TR><TD colspan="9"><A HREF="a01918exv99w9.txt">EXHIBIT 99.9</A></TD></TR>
<TR><TD colspan="9"><A HREF="a01918exv23w1.txt">EXHIBIT 23.1</A></TD></TR>
</TABLE>
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<!-- link2 "ITEM 2.01. Completion of Acquisition or Disposition of Assets." -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 2.01. Completion of Acquisition or Disposition of Assets.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On July&nbsp;6, 2004, Ashworth, Inc. (the &#147;Company&#148;) completed the acquisition
of all of the member interests in Gekko Brands, LLC (the &#147;Acquisition&#148;)
pursuant to the Membership Interests Purchase Agreement entered into on July&nbsp;6,
2004 by and among W.C. Bradley Co., Bradley Specialty Retailing, Inc., Young An
Hat Company, J. Neil Stillwell, Georgia Nell Stillwell, Phil R. Stillwell,
Jeffery N. Stillwell, Thomas Patrick Allison, Jr., Calvin J. Martin, Jr.
(together the &#147;Selling Members&#148;); and Ashworth Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Ashworth, Inc. (the &#147;Buyer&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purchase price for the Acquisition was $24&nbsp;million consisting of $23
million in cash and a $1&nbsp;million promissory note. Up to an additional $6.5
million will be paid to the remaining members of Gekko Brands, LLC management
if the subsidiary achieves specific EBIT and other operating targets over
approximately the next four years or through Ashworth&#146;s fiscal year 2008.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company established a new, secured 5-year bank facility comprised of a
$20&nbsp;million term loan and a $35&nbsp;million line of credit replacing its existing
$55&nbsp;million facility to finance the cash purchase price of the acquisition.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Acquisition was accounted for as a purchase in accordance with
Statement of Financial Accounting Standards (&#147;SFAS&#148;) No.&nbsp;141, <I>Business
Combinations</I>. Under SFAS No.&nbsp;141, the estimated aggregate cost of the acquired
assets is $27.3&nbsp;million, which includes cash paid of $23.0&nbsp;million, a
promissory note of $1.0&nbsp;million, transaction costs of $0.7&nbsp;million and assumed
debt of $2.6&nbsp;million. The estimated aggregate acquisition costs exceeded the
estimated fair value of the acquired assets. As a result, the Company recorded
$12.2&nbsp;million of goodwill. The Company is obtaining a third party valuation
of certain tangible and intangible assets acquired with the Gekko brands
acquisition and expects to receive the final report prior to October&nbsp;31, 2004.
Up to an additional $6.5&nbsp;million in cash will be paid to the participating
selling members if the subsidiary achieves specific EBIT and other operating
targets over the next four years or through fiscal 2008.

<!-- link2 "ITEM 9.01. Financial Statements and Exhibits." -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 9.01. Financial Statements and Exhibits.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On July&nbsp;21, 2004, the Company filed a Current Report on Form 8-K dated
July&nbsp;6, 2004 with respect to acquisition of all of the membership interests in
Gekko Brands, LLC. Such Form 8-K was filed without the financial statements
and pro forma financial information required by Items 210.3-05(a) and (b)&nbsp;of
Regulation&nbsp;S-X. This current report on Form 8-K provides such required
information.


<P align="left" style="font-size: 10pt"><B>(a)&nbsp;Financial Statements of Business Acquired</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attached as Exhibit&nbsp;99.7, are the audited consolidated balance sheet of
Gekko Brands, LLC and Subsidiaries (an Alabama Limited Liability Company) as of
December&nbsp;31, 2003, and the related consolidated statements of income, members&#146;
equity and cash flows for the year then ended. Attached as Exhibit&nbsp;99.8, are
the unaudited condensed consolidated balance sheets of Gekko Brands, LLC and
Subsidiaries as of June&nbsp;30, 2004 and December&nbsp;31, 2003 and the unaudited
condensed


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">consolidated statements of income and cash flows for the six months ended
June&nbsp;30, 2004 and 2003.



<P align="left" style="font-size: 10pt"><B>(b)&nbsp;Pro Forma Financial Information</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attached as Exhibit&nbsp;99.9, are the unaudited pro forma condensed
consolidated statements of operations for the year ended October&nbsp;31, 2003 and
the six months ended April&nbsp;30, 2004, which include the acquisition of Gekko
Brands, LLC and its subsidiaries. These pro forma statements give effect to
the Company&#146;s acquisition of Gekko Brands, LLC and its subsidiaries as if it
had occurred at the beginning of each period presented.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An unaudited pro forma consolidated condensed balance sheet has not been
presented, since the acquisition was reflected in the Company&#146;s consolidated
balance sheet as of July&nbsp;31, 2004, as reported in its Quarterly Report on Form
10-Q for the quarter ended July&nbsp;31, 2004, as filed on September&nbsp;14, 2004.


<P align="left" style="font-size: 10pt"><B>(c)&nbsp;Exhibits</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Membership Interests Purchase Agreement, dated July&nbsp;6, 2004, by and among
Ashworth Acquisition Corp. and the selling members, identified
therein.(1)*</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Ashworth Acquisition Corp. Promissory Note in favor of W. C. Bradley
Co.(1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Ashworth, Inc. Guaranty of Ashworth Acquisition Corp. Promissory Note in
favor of W. C. Bradley Co.(1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.4</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amended and Restated Lease Agreement, dated July&nbsp;6, 2004, by and between
16 Downing, LLC as Lessor and Gekko Brands, LLC as Lessee.(1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Ashworth, Inc. Guaranty of Payments under the Amended and Restated Lease
Agreement, dated July&nbsp;6, 2004, by and between 16 Downing, LLC as Lessor
and Gekko Brands, LLC as Lessee.(1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.6</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Form of Executive Employment Agreement by and between Gekko Brands, LLC
and certain selling members.(1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.7</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Audited consolidated balance sheet of Gekko Brands, LLC and Subsidiaries
(an Alabama Limited Liability Company) as of December&nbsp;31, 2003, and the
related consolidated statements of income, members&#146; equity and cash flows
for the year then ended.(2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.8</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Unaudited condensed consolidated balance sheets of Gekko Brands, LLC and
Subsidiaries as of June&nbsp;30, 2004 and December&nbsp;31, 2003 and the unaudited
condensed consolidated statements of income and cash flows for the six
months ended June&nbsp;30, 2004 and June&nbsp;30, 2003.(2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">99.9</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Unaudited pro forma condensed consolidated statements of operations for
the year ended October&nbsp;31, 2003 and the six months ended April&nbsp;30, 2004,
which include the acquisition of Gekko Brands, LLC and its
subsidiaries.(2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">23.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of DOUGHERTY MCKINNON &#038; LUBY, LLC with respect to Gekko Brands,
LLC and Subsidiaries.(2)</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Portions of this Exhibit&nbsp;99.1 have been omitted pursuant to a
confidential treatment request.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed as an Exhibit to the original report on Form 8-K filed
with the commission on July&nbsp;21, 2004 and incorporated herein by reference.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Filed herewith.</TD>
</TR>

</TABLE>


<!-- link1 "SIGNATURE" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">ASHWORTH, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>Date: September 17, 2004&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/Terence W. Tsang
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Terence W. Tsang&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Executive VP, COO &#038; CFO&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Audited consolidated balance sheet of Gekko
Brands, LLC and Subsidiaries (an Alabama Limited
Liability Company) as of December&nbsp;31, 2003, and
the related consolidated statements of income,
members&#146; equity and cash flows for the year then
ended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Unaudited condensed consolidated balance sheets of
Gekko Brands, LLC and Subsidiaries as of June&nbsp;30,
2004 and December&nbsp;31, 2003 and the unaudited
condensed consolidated statements of income and
cash flows for the six months ended June&nbsp;30, 2004
and June&nbsp;30, 2003.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Unaudited pro forma condensed consolidated
statements of operations for the year ended
October&nbsp;31, 2003 and the six months ended April
30, 2004, which include the acquisition of Gekko
Brands, LLC and its subsidiaries.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of DOUGHERTY MCKINNON &#038; LUBY, LLC with
respect to Gekko Brands, LLC and Subsidiaries.</TD>
</TR>


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</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">5
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<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>2
<FILENAME>a01918exv99w7.txt
<DESCRIPTION>EXHIBIT 99.7
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.7

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Gekko Brands, LLC and Subsidiaries
Phenix City, Alabama

We have audited the accompanying consolidated balance sheet of Gekko Brands, LLC
and Subsidiaries (an Alabama Limited Liability Company) as of December 31, 2003,
and the related consolidated statements of income, members' equity and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 Gekko Brands, LLC
and Subsidiaries as of December 31, 2003, and the results of their operations
and their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

DOUGHERTY MCKINNON & LUBY, LLC


Columbus, Georgia
February 13, 2004


<PAGE>


                       GEKKO BRANDS, LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2003


<TABLE>
<S>                                                        <C>
      ASSETS

CURRENT ASSETS
      Cash and cash equivalents -- Note M ...........      $ 1,049,302
      Accounts receivable -- Notes B, F, H, L and O .        3,588,926
      Inventories -- Notes C, F, and H ..............        3,524,151
      Other current assets -- Note K ................          143,432
                                                           -----------
                   TOTAL CURRENT ASSETS .............        8,305,811
PROPERTY AND EQUIPMENT, net -- Notes D and H ........        1,813,302
OTHER ASSETS -- Notes E, F, and H ...................          309,771
                                                           -----------
                                                           $10,428,884
                                                           ===========

         LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES -- Note O
      Line of credit -- Note F ......................      $   934,500
      Notes payable -- Note L .......................          142,174
      Accounts payable -- Note L ....................        1,249,698
      Taxes other than income .......................           16,533
      Other accrued expenses -- Notes G, L and N ....        1,630,012
      Current portion of long-term debt .............          139,556
                                                           -----------
                   TOTAL CURRENT LIABILITIES ........        4,112,473
LONG-TERM DEBT, less current portion -- Notes H and O          376,882
MEMBERS' EQUITY -- Note F
      Preferred equity -- Note I ....................        2,020,584
      Common equity .................................        3,918,945
                                                           -----------
                                                             5,939,529
COMMITMENTS -- Notes F, I, J and L
CONTINGENCIES -- Notes M and N
                                                           -----------
                                                           $10,428,884
                                                           ===========
</TABLE>

See notes to consolidated financial statements

<PAGE>


                       GEKKO BRANDS, LLC AND SUBSIDIARIES
                    CONSOLIDATE STATEMENT OF MEMBERS' EQUITY
                          Year Ended December 31, 2003


<TABLE>
<CAPTION>
                                                                               Total
                                         Preferred          Common            Members'
                                          Equity            Equity             Equity
                                        -----------       -----------       -----------
<S>                                     <C>               <C>               <C>
BALANCES AT DECEMBER 31, 2002 ....      $ 2,525,730       $ 1,824,374       $ 4,350,104
Member distributions .............               --        (1,053,450)       (1,053,450)
Preference distributions -- Note I               --          (252,573)         (252,573)
Redemption of preferred equity ...         (505,146)               --          (505,146)
Net income .......................               --         3,400,594         3,400,594
                                        -----------       -----------       -----------

     BALANCES AT DECEMBER 31, 2003      $ 2,020,584       $ 3,918,945       $ 5,939,529
                                        ===========       ===========       ===========
</TABLE>


( ) denotes deduction

See notes to consolidated financial statements


<PAGE>


                       GEKKO BRANDS, LLC AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                          Year Ended December 31, 2003


<TABLE>
<S>                                                 <C>
OPERATING REVENUES AND EXPENSES
        --Note L
        Net Sales ............................      $ 32,137,078
        Less cost of goods sold ..............        16,706,553
                                                    ------------
           GROSS PROFIT ......................        15,430,525
OPERATING EXPENSES
        Selling, general and administrative --
           Notes J, K and L ..................        11,522,500
        Depreciation and amortization
                                                         463,409
                                                    ------------
                                                      11,985,909
                                                    ------------
           INCOME FROM OPERATIONS ............         3,444,616
NONOPERATING REVENUE (EXPENSES)
        Interest -- Note L ...................          (101,820)
        Miscellaneous income .................            57,798
                                                    ------------
                                                         (44,022)
                                                    ------------
                NET INCOME ...................      $  3,400,594
                                                    ============
</TABLE>

See notes to consolidated financial statements


<PAGE>


                       GEKKO BRANDS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                          Year ended December 31, 2003


<TABLE>
<S>                                                                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income ..........................................      $ 3,400,594
         Adjustments to reconcile net income to net cash
              provided by operating activities
                 Bad debt expense ............................           95,046
                 Decrease in obsolete inventory reserve ......         (488,630)
                 Depreciation and amortization ...............          463,409
                 Loss on sale of property and equipment ......            3,247
                 Equity in loss of minority-owned affiliate ..           16,513
              Changes in:
                 Accounts receivable .........................         (580,717)
                 Inventories .................................          903,807
                 Other current assets ........................          (38,469)
                 Checks outstanding in excess of bank balances         (256,917)
                 Accounts payable ............................          154,511
                 Taxes other than income .....................          (36,160)
                 Other accrued expenses ......................          282,766
                                                                    -----------
         NET CASH PROVIDED BY OPERATING ACTIVITIES ...........        3,919,000
                                                                    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment .................         (382,569)
         Proceeds from sale of property and equipment ........           46,000
         Purchases of other assets ...........................          (40,000)
                                                                    -----------
         NET CASH USED IN INVESTING ACTIVITIES ...............         (376,569)
                                                                    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
         Repayments of short-term borrowings, net ............         (520,722)
         Principal payments on long-term debt ................         (289,253)
         Borrowings on long-term debt ........................          200,000
         Redemption of preferred equity ......................         (505,146)
         Member distributions paid ...........................       (1,558,596)
                                                                    -----------
         NET CASH USED IN FINANCING ACTIVITIES ...............       (2,673,717)
                                                                    -----------
INCREASE IN CASH AND CASH EQUIVALENTS ........................          868,714
CASH AND CASH EQUIVALENTS AT JANUARY 1, 2003 .................          180,588
                                                                    -----------
CASH AND CASH EQUIVALENTS AT DECEMBER 31, 2003 ...............      $ 1,049,302
                                                                    ===========
</TABLE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During 2003, the Company paid interest totaling $128,734

(  ) denotes deduction

See notes to consolidated financial statements


<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       GEKKO BRANDS, LLC AND SUBSIDIARIES

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business: The Company's primary line of business is the
decoration and distribution of headwear and sportswear for customers located
throughout the United States. Special event sales are also made on-site on a
retail basis. The Company's corporate office and distribution center is located
in Phenix City, Alabama.

Nature of Organization: The Company is organized pursuant to the Alabama Limited
Liability Company Act. The owners (members) do not have personal liability for
any debts or losses of the Company beyond their respective contributions, except
as provided by law. The Company shall be dissolved and its affairs concluded on
January 1, 2040, unless the term is extended by amendment to the Articles of
Organization.

Consolidation: The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Kudzu, LLC, The Game, LLC, Outdoors
Direct, LLC and Champion, LLC. All significant intercompany accounts and
transactions have been eliminated in consolidation.

Accounts Receivable: For financial reporting purposes, bad debts are accounted
for by using the allowance method based on experience and current evaluation of
accounts. The direct write-off method is used for income tax reporting purposes.

Inventories: Inventories are valued at the lower of cost or market, with cost
being determined by the average-cost method. Cost includes raw materials, direct
labor, and manufacturing overhead for manufactured inventory. Market value is
based on current replacement cost for raw materials and net realizable value for
finished goods.

Property and Equipment: Property and equipment is recorded at cost. Additions,
improvements, renewals and expenditures for maintenance that add materially to
productive capacity or extend the life of an asset are capitalized. Other
expenditures for maintenance and repairs are charged to income as incurred. Upon
retirement of an asset, the asset and related allowances for depreciation are
eliminated and any gain or loss is included in income.

Depreciation is computed using the straight-line method for financial reporting
purposes and accelerated methods for income tax reporting purposes. The
estimated average useful lives over which the principal classes of property are
depreciated for financial reporting purposes follow:

<TABLE>
<S>                                        <C>
Machinery and equipment                    5 - 15 years
Headwear tapes                                  9 years
Furniture and fixtures                     5 - 10 years
Transportation equipment                   5 - 10 years
</TABLE>


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE A (CONTINUED)

Intangible Assets: Intangible assets consist of loan costs amortized over the
life of the loan and goodwill.

Goodwill is subject to an annual impairment test, with any write-down of
carrying value being recorded when impairment has occurred. There was no
write-down of carrying value in 2003 as a result of the impairment test.

Shipping and Handling Costs: Shipping and handling costs are included in cost of
goods sold in the Consolidated Statement of Income.

Retirement Plan: The Company has a 401(k) plan in which substantially all
full-time employees are eligible to participate. The Company makes contributions
to the Plan on the employee's behalf on a discretionary basis. The Company made
discretionary contributions of approximately $100,000 in 2003.

Income Taxes: The Company qualifies as a partnership for federal and state
income tax purposes. Therefore, no provision for income taxes has been included
in the accompanying financial statements since each member's share of income or
loss is reported on their respective income tax returns.

Cash and Cash Equivalents: For purposes of the Statement of Cash Flows, the
Company considers all highly liquid debt instruments with an original maturity
of three months or less to be cash equivalents.

Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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.

NOTE B -- ACCOUNTS RECEIVABLE

Accounts receivable are summarized as follows:

<TABLE>
<S>                                                        <C>
Trade                                                      $ 3,799,946
Less allowance for doubtful accounts                           211,020
                                                           -----------
                                                           $ 3,588,926
                                                           ===========
</TABLE>

NOTE C -- INVENTORIES

Inventories are summarized as follows:

<TABLE>
<S>                                                        <C>
Raw materials                                              $    48,531
Finished goods                                               2,738,866
Inventory in transit                                           736,754
                                                           -----------
                                                           $ 3,524,151
                                                           ===========
</TABLE>


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE D -- PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

<TABLE>
<S>                                                        <C>
Machinery and equipment                                    $ 2,236,776
Headwear tapes                                                 903,559
Furniture and fixtures                                         355,207
Transportation equipment                                       370,369
                                                           -----------
                                                             3,865,911
Less accumulated depreciation                                2,052,609
                                                           -----------
                                                           $ 1,813,302
                                                           ===========
</TABLE>

NOTE E -- OTHER ASSETS

Other assets are summarized as follows (See Note A):

<TABLE>
<S>                                                        <C>
Unamortized loan costs                                     $    18,314
Goodwill, net of accumulated amortization of $13,741           230,530
40% investment in limited liability company                     35,927
Investment in Ospry Events                                      25,000
                                                           -----------
                                                           $   309,771
                                                           ===========
</TABLE>

NOTE F -- LINE OF CREDIT

The Company has a $7,000,000 line of credit for operating capital with Columbus
Bank & Trust Company, which provides for interest at the LIBOR rate plus 2.40%,
with a floor of 4.0%. Collateral consists of inventories, accounts receivable,
intangible assets, and a guarantee by W.C. Bradley Co. (a 34.60% common equity
owner of the Company). The line of credit matures October 31, 2004, and
management expects the line of credit to be renegotiated under similar terms.
The outstanding balance under this line amounted to $934,500 at December 31,
2003.

The line of credit agreement includes certain restrictions and financial
covenants requiring a minimum amount of net worth and a minimum adjusted
earnings to debt ratio. As of December 31, 2003, the Company was in compliance
with the covenants.

NOTE G -- OTHER ACCRUED EXPENSES

Other accrued expenses are summarized as follows:

<TABLE>
<S>                                                        <C>
Accrued royalties                                          $   531,975
Accrued compensation                                           570,964
Accrued interest                                               277,073
Retirement Plan contribution                                   100,000
Other (See Note N)                                             150,000
                                                           -----------
                                                           $ 1,630,012
                                                           ===========
</TABLE>


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE H -- LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<S>                                                                    <C>
Revolving line of credit with a total availability of $750,000,
   due in monthly installments of 2% of outstanding principal
   amount, including interest at the prime rate, through
   September 30, 2006, with balance due October 31, 2006;
   collateralized by receivables, inventory, intangible assets and
   equipment                                                           $ 263,864

Note payable to bank in monthly installments of $3,548 through
   April, 2005, including inter- est at 30-day LIBOR rate plus
   2.50%, with the balance due May, 2005; collateralized by
   computer equipment and software with a cost of $199,559                50,040

Note payable to bank in monthly installments of $2,190, including
   interest at the prime rate through December, 2008, with the
   balance then due; collateralized by equipment with a cost
   of $238,263                                                           155,161

Note payable to bank in monthly installments of $481, including
   interest at 6.75% through November, 2005, with the balance then
   due; collateralized by equipment with a cost of $20,000                10,102

Note payable to bank in monthly installments of $1,086, including
   interest at the prime rate through June, 2005, with the balance
   then due; collateralized by equipment with a cost of $38,010           18,645

Automobile purchase contract payable in monthly installments of
   $471, including interest at 3.90% through May, 2007, with the
   balance then due; collateralized by transportation equipment
   with a cost of $32,393                                                 18,626
                                                                       ---------
                                                                         516,438

Less current portion                                                     139,556
                                                                       ---------
                                                                       $ 376,882
                                                                       =========
</TABLE>

<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE H (CONTINUED)

Principal maturities of long-term debt are summarized by year as follows:

<TABLE>
<S>                                                        <C>
2004                                                       $   139,556
2005                                                            95,455
2006                                                           212,847
2007                                                            35,947
2008                                                            32,633
                                                           -----------
                                                           $   516,438
                                                           ===========
</TABLE>

NOTE I -- PREFERRED EQUITY

In a prior year a common equity owner of the Company converted $2,525,730 of
debt to preferred equity. The preferred equity owner is to receive an annual
preferred payment before any distributions are made to common equity owners. The
payment is computed at 10% of the outstanding preferred equity balance, and is
due annually in December. Any unpaid amounts shall accumulate and accrue
interest at the rate of 10%.

The preferred equity owner is entitled to preferential distribution rights in
the event of liquidation or dissolution of the Company. The preferred equity
owner may redeem its interest at any time on or after November 1, 2008, and the
Company may redeem any or all of the preferred equity interest at any time. The
preferred equity owner has no formal voting rights, though its approval is
required for certain transactions.

NOTE J -- OPERATING LEASES

The Company utilizes certain machinery and equipment under various operating
leases which provide options to purchase the equipment at fair market value at
the end of the lease. The Company also leases its operating facility and
warehouse from 16 Downing, LLC, a related party (See Note L).

Future minimum lease payments under operating leases with initial terms in
excess of one year are summarized by year as follows:

<TABLE>
<CAPTION>
          Equipment        Building
            Leases          Lease           Total
          ----------      ----------      ----------
<S>       <C>             <C>             <C>
2004      $  110,632      $  400,000      $  510,632
2005          78,957         400,000         478,957
2006          30,728         400,000         430,728
2007           4,398         400,000         404,398
2008               0         400,000         400,000
          ----------      ----------      ----------
          $  224,715      $2,000,000      $2,224,715
          ==========      ==========      ==========
</TABLE>

Rent expense amounted to approximately $787,000 during 2003.

<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE K -- ADVERTISING COSTS

Direct-response advertising includes costs of catalogs mailed directly to
consumers. These costs are capitalized and amortized over three months. The
amount capitalized at December 31, 2003, is $86,898 and is reflected in other
current assets in the Consolidated Balance Sheet.

Nondirect-response advertising costs are expensed as incurred. Total advertising
expense amounted to approximately $595,000 in 2003. This amount is included in
selling, general and administrative expenses in the Consolidated Statement of
Income.

NOTE L -- RELATED PARTY TRANSACTIONS

The Company leases its facility from a related party pursuant to a ten year
lease with a base rent of $33,333 per month. Beginning November 1, 2006, the
Company shall pay additional rent computed by multiplying the base rent by the
percentage, if any, by which The Consumer Price Index, as published for the last
month of the prior lease year, exceeds the Base Price Index.

At the end of the initial term of the lease on October 31, 2011, the Company
shall have the option to renew the lease for a term of five years, with an
additional five year renewal option available at the end of the first renewal
term.

The Company owes members of the Company $142,174 in the form of notes payable
and related accrued interest of $275,345 at December 31, 2003. The Company also
incurred $3,329 in interest expense with respect to these notes in 2003.

During 2003, the Company had various other transactions with its members. These
transactions and the resulting balances due at December 31, 2003, are summarized
as follows:

<TABLE>
<S>                       <C>
Accounts receivable       $    116
Accounts payable ...        86,065
Sales ..............       316,094
Purchases ..........       257,881
Management fees ....       265,000
Call center expenses       316,683
Rent expense .......       400,000
Commission expense .        13,459
</TABLE>


NOTE M -- CONCENTRATIONS

The Company maintains substantially all of its cash and cash equivalents at one
high credit-quality financial institution. The deposits are insured by the
Federal Deposit Insurance Corporation up to $100,000. At December 31, 2003, the
Company's uninsured bank balances totaled approximately $1,326,000.

NOTE N -- CONTINGENCIES

The Company is currently involved in two lawsuits in which recovery of payments
to the Company by customers are being sought from the Company under bankruptcy
court adversary proceedings. Management has accrued an estimate of the potential
liability under these cases in the amount of $150,000 at December 31, 2003,
which is included in other accrued expenses in the accompanying Consolidated
Balance Sheet.


<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE O -- FINANCIAL INSTRUMENTS

The Company estimates that the fair value of receivables, payables and accrued
expenses approximate carrying value due to the short maturity of these
instruments. The fair value of borrowings under note payable and long-term debt
agreements approximates carrying value because these borrowings accrue interest
at rates approximating current market rates.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>3
<FILENAME>a01918exv99w8.txt
<DESCRIPTION>EXHIBIT 99.8
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 99.8

                       GEKKO BRANDS, LLC AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    June 30,       December 31,
                                                                      2004             2003
                                                                      ----             ----
                                                                  (Unaudited)
<S>                                                               <C>              <C>
                                     ASSETS

CURRENT ASSETS

                  Cash and cash equivalents                       $   485,051      $ 1,049,302
                  Accounts receivable, net                          4,122,839        3,588,926
                  Inventories, net                                  3,455,078        3,524,151
                  Other current assets                                117,077          143,432
                                                                  -----------      -----------
                                   TOTAL CURRENT ASSETS             8,180,045        8,305,811
PROPERTY AND EQUIPMENT, net                                         1,858,958        1,813,302
OTHER ASSETS                                                          261,344          309,771
                                                                  -----------      -----------
                                                                  $10,300,347      $10,428,884
                                                                  ===========      ===========
                         LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
                  Line of credit                                  $ 2,062,800      $   934,500
                  Notes payable                                       109,061          142,174
                  Accounts payable                                  3,124,206        1,249,698
                  Taxes other than income                              37,773           16,533
                  Other accrued expenses                            1,835,709        1,630,012
                  Current portion of long-term debt                    83,529          139,556
                                                                  -----------      -----------
                                   TOTAL CURRENT LIABILITIES        7,253,078        4,112,473

LONG-TERM DEBT, less current portion                                  390,607          376,882

MEMBERS' EQUITY

                  Preferred equity                                  2,147,157        2,020,584
                  Common equity                                       509,505        3,918,945
                                                                  -----------      -----------
                                                                    2,656,662        5,939,529
COMMITMENTS AND CONTINGENCIES                                              --               --
                                                                  -----------      -----------
                                                                  $10,300,347      $10,428,884
                                                                  ===========      ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements

<PAGE>

                       GEKKO BRANDS, LLC AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                            Six months ended June 30,
                                                            2004                2003
                                                            ----                ----
                                                        (Unaudited)         (Unaudited)
<S>                                                     <C>                <C>
OPERATING REVENUES AND EXPENSES
         Net sales                                      $ 16,537,844       $ 14,312,628
         Less cost of goods sold                           9,814,623          7,825,136
                                                        ------------       ------------
               GROSS PROFIT                                6,723,221          6,487,492
         OPERATING EXPENSES
               Selling, general and administrative         8,999,421          5,345,923
               Depreciation and amortization                 235,724            263,604
                                                        ------------       ------------
                                                           9,235,145          5,609,527
                                                        ------------       ------------
               INCOME (LOSS) FROM OPERATIONS              (2,511,924)           877,965
NONOPERATING REVENUE (EXPENSES)
         Interest                                            (29,402)           (62,420)
         Miscellaneous income                                 68,221             42,886
                                                        ------------       ------------
                                                              38,819            (19,534)
                                                        ------------       ------------
                               NET INCOME (LOSS)        $ (2,473,105)      $    858,431
                                                        ============       ============
</TABLE>

See accompanying notes to condensed consolidated financial statements

<PAGE>

                       GEKKO BRANDS, LLC AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 Six months ended June 30,
                                                                   2004             2003
                                                                   ----             ----
                                                                (Unaudited)      (Unaudited)

<S>                                                             <C>              <C>
Cash flows from operating activities:

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES              ($633,204)      $ 1,017,713

Cash flows from investing activities:

   Proceeds from sale of fixed assets                              225,499           312,999
   Purchases of property and equipment                            (399,669)         (557,214)
                                                               -----------       -----------
NET CASH USED IN INVESTING ACTIVITIES                             (174,170)         (244,215)

Cash flows from financing activities:

   Borrowing (payments) on short-term borrowing, net             1,128,300          (210,317)
   Borrowing on notes payable and long-term debt                   109,061           249,629
   Principal payments on notes payable and long-term debt         (184,476)          (71,837)
   Members' distribution, redemption of preference equity         (809,762)         (921,561)
                                                               -----------       -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                243,123          (954,086)

Net decrease in cash and cash equivalents                         (564,251)         (180,588)

Cash and cash equivalents, beginning of period                   1,049,302           180,588
                                                               -----------       -----------
Cash and cash equivalents, end of period                       $   485,051       $        --
                                                               ===========       ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements

<PAGE>

                       GEKKO BRANDS, LLC AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business: The Company's primary line of business is the
decoration and distribution of headwear and sportswear for customers located
throughout the United States. Special event sales are also made on-site on a
retail basis. The Company's corporate office and distribution center is located
in Phenix City, Alabama.

Basis of Presentation: In the opinion of management, the accompanying condensed
consolidated balance sheets and related interim condensed consolidated
statements of operations and cash flows include all adjustments (consisting only
of normal recurring items) necessary for their fair presentation. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses and the disclosure of contingent assets and
liabilities. Actual results could differ from those estimates. Interim results
are not necessarily indicative of results to be expected for the full year.

Certain information in footnote disclosures normally included in financial
statements has been condensed or omitted in accordance with the rules and
regulations of the Securities and Exchange Commission ("SEC").

Nature of Organization: The Company is organized pursuant to the Alabama Limited
Liability Company Act. The owners (members) do not have personal liability for
any debts or losses of the Company beyond their respective contributions, except
as provided by law. The Company shall be dissolved and its affairs concluded on
January 1, 2040, unless the term is extended by amendment to the Articles of
Organization.

Consolidation: The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Kudzu, LLC, The Game, LLC, Outdoors
Direct, LLC and Champion, LLC. All significant intercompany accounts and
transactions have been eliminated in consolidation.

Accounts Receivable: For financial reporting purposes, bad debts are accounted
for by using the allowance method based on experience and current evaluation of
accounts. The direct write-off method is used for income tax reporting purposes.

Inventories: Inventories are valued at the lower of cost or market, with cost
being determined by the average-cost method. Cost includes raw materials, direct
labor, and manufacturing overhead for manufactured inventory. Market value is
based on current replacement cost for raw materials and net realizable value for
finished goods.

Property and Equipment: Property and equipment is recorded at cost. Additions,
improvements, renewals and expenditures for maintenance that add materially to
productive capacity or extend the life of an asset are capitalized. Other
expenditures for maintenance and repairs are charged to income as incurred. Upon
retirement of an asset, the asset and related allowances for depreciation are
eliminated and any gain or loss is included in income.

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

NOTE A (CONTINUED)

Depreciation is computed using the straight-line method for financial reporting
purposes and accelerated methods for income tax reporting purposes. The
estimated average useful lives over which the principal classes of property are
depreciated for financial reporting purposes follow:

<TABLE>
<S>                                                  <C>
                 Machinery and equipment             5 - 15 years
                 Headwear tapes                           9 years
                 Furniture and fixtures              5 - 10 years
                 Transportation equipment            5 - 10 years
</TABLE>

Intangible Assets: Intangible assets consist of loan costs amortized over the
life of the loan and goodwill.

Goodwill is subject to an annual impairment test, with any write-down of
carrying value being recorded when impairment has occurred. There was no
write-down of carrying value in 2003 as a result of the impairment test.

Shipping and Handling Revenue: The Company includes payments from its customers
for shipping and handling in its net revenues line item in accordance with
Emerging Issues Task Force ("EITF") 00-10, Accounting of Shipping and Handling
Fees and Costs.

Shipping and Handling Costs: Shipping and handling costs are included in cost of
goods sold in the Consolidated Statements of Income.

Retirement Plan: The Company has a 401(k) plan in which substantially all
full-time employees are eligible to participate. The Company makes contributions
to the Plan on the employee's behalf on a discretionary basis.

Income Taxes: For the six-month periods ended June 30, 2004 and 2003, the
Company qualifies as a partnership for federal and state income tax purposes.
Therefore, no provision for income taxes has been included in the accompanying
financial statements since each member's share of income or loss is reported on
their respective income tax returns.

Cash and Cash Equivalents: For purposes of the Statement of Cash Flows, the
Company considers all highly liquid debt instruments with an original maturity
of three months or less to be cash equivalents.

Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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.

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

NOTE A (CONTINUED)


NOTE B -- INVENTORIES

Inventories are summarized as follows:

<TABLE>
<CAPTION>
                            June 30,       December 31,
                             2004             2003
                             ----             ----
                          (Unaudited)
<S>                       <C>             <C>
Raw materials             $   48,191      $   48,531
Finished goods             2,727,019       2,738,866
Inventory in transit         679,868         736,754
                          ----------      ----------
                          $3,455,078      $3,524,151
                          ==========      ==========
</TABLE>

NOTE C - SUBSEQUENT EVENT

On July 6, 2004, all of the membership interests in the Company were acquired by
Ashworth, Inc.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>4
<FILENAME>a01918exv99w9.txt
<DESCRIPTION>EXHIBIT 99.9
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.9

                   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                             STATEMENTS OF OPERATION

      On July 6, 2004, Ashworth, Inc. (the "Company") completed the acquisition
of all of the member interests in Gekko Brands, LLC (the "Acquisition") pursuant
to the Membership Interests Purchase Agreement entered into on July 6, 2004 by
and among W.C. Bradley Co., Bradley Specialty Retailing, Inc., Young An Hat
Company, J. Neil Stillwell, Georgia Nell Stillwell, Phil R. Stillwell, Jeffery
N. Stillwell, Thomas Patrick Allison, Jr., Calvin J. Martin, Jr. (together the
"Selling Members"); and Ashworth Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Ashworth, Inc. (the "Buyer"). The unaudited pro forma
condensed consolidated statements of operations for the year ended October 31,
2003 and the six month period ended April 30, 2004 give effect to the
acquisition of Gekko Brands, LLC as if the acquisition had occurred on November
1, 2002.

The unaudited pro forma condensed consolidated statements of operations do not
purport to represent what our actual results of operations would have been had
the acquisition occurred on the dates indicated or for any future period or
date. The pro forma adjustments give effect to available information and
assumptions that we believe are reasonable. The unaudited pro forma condensed
consolidated statements of operations should be read in conjunction with
Ashworth's historical financial statements and related notes, as well as
"Selected Consolidated Financial Data," and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in the
Company's previously filed Annual Reports on Form 10-K.

<PAGE>

                                 Ashworth, Inc.
       Unaudited Pro Forma Condensed Consolidated Statement of Operations
                           Year ended October 31, 2003

<TABLE>
<CAPTION>
                                                           Historical (a), (b)
                                                  -------------------------------------
                                                   Ashworth, Inc.     Gekko Brands, LLC
                                                     Year Ended          Year Ended          Pro Forma                   Combined
                                                  October 31, 2003   December 31, 2003     Adjustments    Footnotes      Pro Forma
                                                  ----------------   -----------------     -----------    ---------      ---------
<S>                                               <C>                <C>                   <C>            <C>          <C>
Revenue                                             $149,438,000        $32,137,000         $        --                $181,575,000
Cost of Sales                                         88,627,000         17,791,000                  --                 106,418,000
                                                    ------------        -----------         -----------                ------------
    Gross Profit                                      60,811,000         14,346,000                  --                  75,157,000
Selling, General and Administrative expenses          48,080,000         10,901,000             209,000      (1)         59,190,000
                                                    ------------        -----------         -----------                ------------
Income (Loss) from Operations                         12,731,000          3,445,000            (209,000)                 15,967,000
Other Income (Expense):
    Interest Income                                       36,000                                     --                      36,000
    Interest Expense                                    (876,000)          (102,000)         (1,132,000)     (2)         (2,110,000)
    Net Foreign Currency Exchange Gain                   343,000             58,000                  --                     401,000
    Other Expense                                        (20,000)                --                  --                     (20,000)
                                                    ------------        -----------         -----------                ------------
    Total Other Expense                                 (517,000)           (44,000)         (1,132,000)                 (1,693,000)
                                                    ------------        -----------         -----------                ------------
Income (Loss) Before Provision for Income Taxes       12,214,000          3,401,000          (1,341,000)                 14,274,000
Provision for Income Taxes                             4,886,000                                824,000      (3)          5,710,000
                                                    ------------        -----------         -----------                ------------
    Net Income (Loss)                               $  7,328,000        $ 3,401,000         $(2,165,000)               $  8,564,000
                                                    ============        ===========         ===========                ============
Earnings Per Share - BASIC                          $       0.56                                                       $       0.66
                                                    ============                                                       ============
Weighted Average Common
    Shares Outstanding                                13,006,000                                                         13,006,000
                                                    ============                                                       ============
Earnings Per Share - DILUTED                        $       0.56                                                       $       0.65
                                                    ============                                                       ============
Weighted Average Common
    Shares and Equivalents Outstanding                13,198,000                                                         13,198,000
                                                    ============                                                       ============
</TABLE>

See notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

<PAGE>

                                 Ashworth, Inc.
   Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
                       For the Year Ended October 31, 2003

The unaudited pro forma condensed consolidated statement of operations for the
year ended October 31, 2003 was prepared by combining the historical
consolidated statement of operations of Ashworth, Inc. for the year ended
October 31, 2003 with the historical consolidated statement of operations of
Gekko Brands, LLC for the year ended December 31, 2003. The pro forma results
include interest expense on the Company's term loan and line of credit that were
used to finance the acquisition. The pro forma results also include adjustments
for income taxes and depreciation and amortization of assets to give effect for
purchase accounting adjustments in recording the acquisition. The pro forma
amounts are not indicative of anticipated future results.

The following reclassifications have been made to the statement of operations
for Gekko Brands, LLC to reflect presentation used by Ashworth, Inc.:

      (a)   Shipping and handling costs totaling $815,000 were reclassified from
            cost of sales to selling, general and administrative expenses.

      (b)   Costs related to the embroidery of inventory totaling $1,900,000
            have been reclassified from selling, general and administrative
            expenses to cost of sales.

The pro forma adjustments related to the acquisition are as follows:

      (1)   To give effect to amortization on the intangible assets related to
            the non-compete agreement (estimated useful life of 4.5 years) and
            the customer lists (weighted average estimated useful life of 10.5
            years) acquired in the acquisition.

      (2)   To give effect to the additional interest expense on borrowings used
            to finance the acquisition, calculated using a weighted average
            interest rate of 5.3%.

      (3)   To give effect for income taxes on Gekko Brands, LLC's earnings,
            adjusted for the effect of other pro forma adjustments using
            Ashworth's effective tax rate of 40%.

<PAGE>

                                 Ashworth, Inc.
       Unaudited Pro Forma Condensed Consolidated Statement of Operations
                         Six months ended April 30, 2004

<TABLE>
<CAPTION>
                                                           Historical (a), (b)
                                                     ---------------------------------
                                                      Ashworth, Inc.    Gekko Brands, LLC
                                                    Six months ended   Six months ended     Pro Forma                Pro Forma
                                                     April 30, 2004      June 30, 2004     Adjustments  Footnotes    Combined
                                                     --------------      -------------     -----------  ---------    --------
<S>                                                 <C>                <C>                <C>           <C>         <C>
Revenue                                             $  82,010,000       $  16,538,000     $   (80,000)    (1)       $98,468,000
Cost of Sales                                          48,010,000          10,315,000         (35,000)    (1)        58,290,000
                                                     ------------       ------------      ------------              -----------
    Gross Profit                                       34,000,000           6,223,000         (45,000)               40,178,000
Selling, General and Administrative expenses           25,492,000           8,735,000          105,000    (2)        34,332,000
                                                     ------------       ------------      ------------              -----------
Income (Loss) from Operations                           8,508,000         (2,512,000)        (150,000)                5,846,000
Other Income (Expense):

    Interest Income                                        32,000                   -                -                   32,000
    Interest Expense                                    (396,000)            (29,000)        (566,000)    (3)         (991,000)

    Other Income                                        1,519,000              68,000                -                1,587,000
                                                     ------------       ------------      ------------              -----------
    Total Other Income (Expense)                        1,155,000              39,000        (566,000)                  628,000
                                                     ------------       ------------      ------------              -----------
Income (Loss) Before Provision for Income Taxes         9,663,000         (2,473,000)        (716,000)                6,474,000
Provision for Income Taxes                              3,866,000                   -      (1,276,000)    (4)         2,590,000
                                                     ------------       ------------      ------------              -----------
    Net Income (Loss)                                $  5,797,000       $ (2,473,000)     $    560,000              $ 3,884,000
                                                     ============       ============      ============              ===========
Earnings Per Share - BASIC                           $       0.43                                                   $      0.29
                                                     ============                                                   ===========
Weighted Average Common
    Shares Outstanding                                 13,331,000                                                    13,331,000
                                                     ============                                                   ===========
Earnings Per Share - DILUTED                         $       0.42                                                   $      0.28
                                                     ============                                                   ===========
Weighted Average Common
    Shares and Equivalents Outstanding                 13,679,000                                                    13,679,000
                                                     ============                                                   ===========
</TABLE>

See notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

<PAGE>

                                 Ashworth, Inc.
   Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
                     For the Six Months Ended April 30, 2004

The unaudited pro forma condensed consolidated statement of operations for the
six months ended April 30, 2004 was prepared by combining the historical
condensed consolidated statement of operations of Ashworth, Inc. for the six
months ended April 30, 2004 with the unaudited condensed consolidated statement
of operations of Gekko Brands, LLC for the six months ended June 30, 2004. The
pro forma results include interest expense on the Company's term loan and line
of credit that were used to finance the acquisition. The pro forma results also
include adjustments for income taxes and depreciation and amortization of assets
to give effect for purchase accounting adjustments in recording the acquisition.
The pro forma amounts are not indicative of anticipated future results.

The following reclassifications have been made to the statement of operations
for Gekko Brands, LLC to reflect presentation used by Ashworth, Inc.:

      (a)   Shipping and handling costs totaling $443,000 were reclassified from
            cost of sales to selling, general and administrative expenses.

      (b)   Costs related to the embroidery of inventory totaling $943,000 have
            been reclassified from selling, general and administrative expenses
            to cost of sales.

The pro forma adjustments related to the acquisition are as follows:

      (1)   To eliminate sales and cost of sales on Gekko Brand, LLC's sales to
            Ashworth, Inc. during the six months ended June 30, 2004.

      (2)   To give effect to amortization on intangible assets related to the
            non-compete agreement (estimated useful life of 4.5 years) and the
            customer lists (weighted average estimated useful life of 10.5
            years) acquired in the acquisition.

      (3)   To give effect to the additional interest expense on borrowings used
            to finance the acquisition, calculated using a weighted average
            interest rate of 5.3%.

      (4)   To give effect for income taxes on Gekko Brands, LLC's loss,
            adjusted for the effect of other pro forma adjustments using
            Ashworth, Inc.'s effective tax rate of 40%.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>a01918exv23w1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Ashworth, Inc.:

We consent to the use of our report dated February 13, 2004 included herein.

/s/ DOUGHERTY MCKINNON & LUBY, LLC

Columbus, Georgia
September 16, 2004

</TEXT>
</DOCUMENT>
</SUBMISSION>
