<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934             For the period ended JUNE 30, 2003

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                  For the transition period from _____to _____
                        Commission file number: 000-27131

                         LIQUIDGOLF HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

                NEVADA                                      88-0381258
    (State or other Jurisdiction of                    (IRS Employer I.D. No.)
    Incorporation or organization)

                           1017 W ORANGE BLOSSOM TRAIL
                                APOPKA FL, 32712
                    (Address of principal executive offices)

                                 (407) 889-7577
                           (Issuer's telephone number)

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

The registrant has 7,235,740  shares of common stock,  $.001 par value per share
outstanding as of August 14, 2003 and there were 496 stockholders of record.

<PAGE>
                         LIQUIDGOLF HOLDING CORPORATION
                              INDEX TO FORM 10-QSB

PART I            FINANCIAL INFORMATION

Item 1.           Consolidated Financial Statements
                  Consolidated Balance Sheet..................................1
                  Consolidated Statements of Operations.......................2
                  Consolidated Statements of Cash Flows.......................3
                  Notes to Consolidated Statements............................4
Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations........................15
Item 3.           Controls and Procedures....................................20

PART II           OTHER INFORMATION

Item 1.           Legal Proceedings..........................................20
Item 2.           Changes in Securities and Use of Proceeds..................20
Item 3.           Defaults upon Senior Securities............................21
Item 4.           Submission of Matters to vote of Security Holders..........21
Item 5.           Other Information..........................................21
Item 6.           Exhibits and Reports on Form 8-K...........................21

SIGNATURE PAGE...............................................................22


EXHIBITS

Exhibit 31.1      Dwain Brannon Certifications
Exhibit 31.2      Allan Woodlief Certifications
Exhibit 32.1      Dwain Brannon Certification
Exhibit 32.2      Allan Woodlief Certification

<PAGE>
PART I            FINANCIAL INFORMATION

ITEM 1.           CONSOLIDATED FINANCIAL STATEMENTS

                 LIQUIDGOLF HOLDING CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                           JUNE 30, 2003
                                                                          --------------
                                                                            (UNAUDITED)
<S>                                                                       <C>

ASSETS
CURRENT ASSETS
     Cash                                                                  $    167,370
     Inventory net                                                              224,708
     Other current assets                                                        50,963
                                                                           -------------
         Total current assets                                              $    443,041
                                                                           ------------
Other non current assets                                                   $     47,094
                                                                           -------------
         Total assets                                                      $    490,135
                                                                           =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
     Current liabilities
         Accounts payable                                                  $    328,533
         Accrued liabilities                                                    405,197
         Convertible notes payable                                              706,171
                                                                           -------------
                  Total current liabilities                                $  1,439,901
                                                                           -------------
     Non current portion of capital lease obligation                       $     19,530
                                                                           -------------
                  Total liabilities                                        $  1,459,431
                                                                           -------------

Stockholders' deficit
         Common stock                                                      $      7,008
         Additional paid in capital                                          33,803,787
         Deferred stock compensation                                           (958,333)
         Retained deficit                                                   (33,821,757)
                                                                           -------------
                  Total stockholders' deficit                              $   (969,295)
                                                                           -------------
                  Total liabilities and stockholders' deficit              $    490,135
                                                                           ============

</TABLE>

See accompanying notes to financial statements.


                                       1
<PAGE>
                 LIQUIDGOLF HOLDING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                        ---------------------------------       ---------------------------------
                                                                   JUNE 30,                                JUNE 30,
                                                        ---------------------------------       ---------------------------------
                                                            2003                2002                 2003                2002
                                                         (UNAUDITED)         (UNAUDITED)         (UNAUDITED)         (UNAUDITED)
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
Net Sales                                               $     153,870       $      47,876       $     251,455       $     371,521
Cost of revenue                                               130,235              48,374             220,791             351,320
                                                        -------------       -------------       -------------       -------------
         Gross profit                                   $      23,634       $        (498)      $      30,664       $      20,201
Sales and marketing                                     $     203,949       $      14,239       $     209,658       $      24,123
General and administrative                                     24,778             692,685             320,979             918,372
Technology and content                                         20,125             121,270              41,924             146,356
Depreciation and amortization                                   3,473              15,370               6,922              27,933
Loss on disposal of property and equipment                          0                   0                   0             281,302
                                                        -------------       -------------       -------------       -------------
         Operating (loss)                               $    (228,690)      $    (844,062)      $    (548,819)      $  (1,377,884)
Interest expense, net                                   $       8,309       $      14,968       $       8,511       $      37,975
                                                        -------------       -------------       -------------       -------------
         Income (loss) before income taxes              $    (236,999)      $    (859,030)      $    (557,330)      $  (1,415,859)
Provision (benefit) for income taxes                                0                   0                   0                   0
                                                        -------------       -------------       -------------       -------------
         Net (loss)                                     $    (236,999)      $    (859,030)      $    (557,330)      $  (1,415,859)
                                                        =============       =============       =============       =============
Basic loss per common share                             $       (0.04)      $       (6.30)      $       (0.09)      $      (10.39)
                                                        =============       =============       =============       =============

Weighted average common shares outstanding                  6,064,000             136,313           6,064,000             136,313
                                                        =============       =============       =============       =============
</TABLE>


See accompanying notes to financial statements.

                                       2
<PAGE>
                 LIQUIDGOLF HOLDING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                         SIX MONTHS ENDED JUNE 30
                                                                                 ----------------------------------------
                                                                                      2003                      2002
                                                                                   (UNAUDITED)               (UNAUDITED)
                                                                                 -------------                -----------
<S>                                                                              <C>                          <C>
Cash Flows from Operating Activities:
     Net loss                                                                        $(557,330)               $(1,415,859)
     Adjustments to reconcile net loss to net cash used in
     operating activities:
         Issuance of common stock in settlement of litigation                               --                    190,000
         Amortization of employee stock-based compensation                              41,667                         --
         Depreciation and amortization                                                   6,922                     27,933
              Loss on disposal of property & equipment                                                            281,302
              Change in operating assets and liabilities
                  (Increase) decrease in inventory                                     (41,282)                   219,386
                  (Increase) decrease in other current assets                            3,482                       (961)
                  (Increase) decrease in other assets                                       --                   (117,778)
                  Increase (decrease) in accounts payable                               25,010                   (431,186)
                  Increase (decrease) in accrued expenses                               26,498                    485,046
                                                                                     ---------                -----------
                      Net cash used in operating activities                           (548,029)                  (762,117)
                                                                                     ---------                -----------

Cash Flows from Investing Activities:
     Purchase of equipment                                                              (4,307)                   (23,913)
     Proceeds from sale of property and equipment                                           --                     10,000
                                                                                     ---------                -----------
                      Net cash used in investing activities                             (4,307)                   (13,913)
                                                                                     ---------                -----------


Cash Flows from Financing Activities:
     Proceeds from issuance of notes payable                                           770,310                    390,000
     Payments on notes payable                                                        (120,910)                      (511)
     Payments on capital lease                                                          (5,003)                        --
     Fees paid to issue convertible debt                                               (44,200)                        --
     Redemption of preferred stock                                                     (69,375)                        --
     Collection of stock subscription receivable                                        50,000                         --
     Proceeds from sale of common stock                                                     --                    201,916
                                                                                     ---------                -----------
                      Net cash provided by financing activities                        580,822                    591,405
                                                                                     ---------                -----------

                      Net increase (decrease) in cash                                   28,486                   (184,625)

Cash beginning of period                                                               138,884                    355,266

Cash end of period                                                                    $167,370                   $170,641
                                                                                      ========                   ========
Supplemental Disclosure of Non Cash Investing and Financing Activities:
     Conversion of Series B Preferred Stock                                        $14,854,395                         --
                                                                                   ===========                ===========
     Issuance of common stock in settlement of accrued liability                   $    87,148                         --
                                                                                   ===========                ===========
</TABLE>
See accompanying notes to financial statements.


                                       3
<PAGE>
                 LIQUIDGOLF HOLDING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                             JUNE 30, 2003 AND 2002

(1)      ORGANIZATION

         Formerly Nomadic Collaboration International, Inc., LiquidGolf Holding
         Corporation was incorporated on December 18, 1997 under the laws of the
         State of Nevada. On April 8, 2002, the Company changed its name from DP
         Charters, Inc. to Nomadic Collaboration International, Inc. During the
         year ended December 31, 2002, the Company acquired all the issued and
         outstanding capital stock of Omnitrix Technologies, Inc. ("Omnitrix").
         The Company also incorporated a wholly owned subsidiary, Nomadic
         Collaboration Corporation, under the laws of the Province of British
         Columbia, Canada, which was disposed of during the year for proceeds of
         $1 to a former director and officer of the Company.

         On January 10, 2003, the board of directors of the Company approved a
         150:1 reverse stock split effective January 23, 2002. However, the
         reverse stock split contravened the Company's Articles of
         Incorporation. The Company amended the Articles to remove the
         contraventions and gained shareholder consent for the amendments. The
         consolidated financial statements as of June 30, 2003 have been updated
         to reflect the reverse stock split.

         On February 12, 2003 an Agreement and Plan of Merger was entered into
         by and among the Company, LGC Acquisition Company ("Acquisition Sub"),
         a Delaware corporation and wholly owned subsidiary of the Company, and
         LiquidGolf Corporation, a Delaware Corporation ("LiquidGolf"). Pursuant
         to the Merger Agreement, the Company agreed, among other things, to:
         (i) merge Acquisition Sub into LiquidGolf with LiquidGolf the surviving
         corporation; (ii) exchange one share of the Company's Common Stock for
         every three shares of LiquidGolf common stock held by the LiquidGolf
         stockholders (with fractional shares paid in cash at $2.00 per share);
         (iii) convert, on a one-for-one basis, warrants to purchase LiquidGolf
         stock (the "LiquidGolf Warrants") into warrants to purchase Nomadic
         Common Stock at the purchase price and on substantially the same terms
         set forth in the LiquidGolf Warrants; (iv) change the Company's name to
         LiquidGolf Holding Corporation; (v) effect the January 10, 2003 reverse
         stock split; and (vi) increase the authorized shares of the Company's
         Common Stock from 666,666 to 100,000,000 shares.

         On May 30, 2003, the Company (then known as Nomadic Collaboration
         International, Inc.) closed the merger and acquired all of the issued
         and outstanding shares of capital stock of LiquidGolf, thereby becoming
         a subsidiary of the Company. However, since the stockholders of
         LiquidGolf obtained a majority of the voting rights of the Company as a
         result of the transaction, the transaction was accounted for as a
         purchase of Nomadic Collaboration International, Inc. by LiquidGolf (a
         reverse acquisition in which LiquidGolf is considered the acquiror for
         accounting purposes). Accordingly, the financial statements of the
         Company for the periods prior to May 30, 2003, are those of LiquidGolf,
         which was incorporated on February 16, 1999. For accounting purposes,
         LiquidGolf is treated as a predecessor to the Company. The acquisition
         of the predecessor was recorded as a purchase with the assets and
         liabilities assumed recorded at their estimated fair values and their
         results of operations included in the consolidated financial statements
         of the Company since its date of acquisition. The financial statements
         of the predecessor are presented on a combined basis. The financial
         data for the period after the acquisition is presented on a different
         cost basis from that for the financial data before the acquisition and,
         therefore, is not comparable.


                                       4

<PAGE>
(1)      ORGANIZATION (CONTINUED)

         On February 24, 2003 the Company issued a Confidential Private Offering
         Memorandum offering for sale, only to persons who qualify as
         "accredited investors" (as defined in the Memorandum), convertible
         promissory notes (the "Note(s)") at a minimum investment increment of
         $1,000, for a maximum aggregate principal investment amount of
         $750,000. The Note shall have a term of 1 year and bear interest at the
         rate of 8% per annum. Principal and Interest shall be payable in full
         in a single payment upon maturity of the Note.

         The Notes shall be convertible, at the option of the Company, into
         units (the "Unit"), by dividing the total amount of principal plus
         accrued but unpaid interest of the Note by the conversion price of
         $1.00. Each Unit shall consist of one (1) share of common stock, par
         value $0.001 per share and one (1) warrant to purchase one (1) share of
         Common Stock, at a purchase price of $1.50 per share. The Warrants
         shall have a three (3) year term. Each share of Common Stock and
         Warrant constituting a Unit will be immediately separable.

         The Company sold the Notes in this offering through the Company's
         officers and through registered broker dealers. The Notes are being
         offered on a "best efforts" basis. There are no minimum purchase
         requirements and no requirement to place funds in an escrow, trust or
         similar account. The funds raised from this offering will be available
         for immediate use. The Company sold 34 notes totaling $697,500 and
         incurred interest expense of $8,671.

         LiquidGolf (formerly LiquidGolf.com Corporation) a wholly-owned
         subsidiary of LiquidGolf Holding Corporation was incorporated in
         Delaware on February 16, 1999 and commenced operations in May 1999.
         LiquidGolf.Com Acquisition Corporation ("LGAC"), a wholly-owned
         subsidiary of LiquidGolf, was incorporated in Delaware on October 13,
         1999. The Company is an online community for golfers worldwide which
         operates an e-commerce marketplace for golf equipment and related
         accessories. The Company also operates a single retail location in
         Apopka, Florida.

         The consolidated financial statements include the accounts and
         operations of LiquidGolf Holding Corporation and its wholly owned
         subsidiaries LiquidGolf Corporation and LiquidGolf.com Acquisition
         Corporation (collectively referred to herein as the "Company").

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The consolidated financial statements include the accounts of
         LiquidGolf Holding Corporation and its wholly owned subsidiaries. All
         significant intercompany accounts and transactions are eliminated in
         the consolidated financial statements.

         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.


                                       5
<PAGE>
(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

         Net Loss Per Share Information

         Basic and diluted loss per share is calculated by dividing net loss by
         the weighted-average number of common shares outstanding during the
         reporting period. The Company's common stock warrants have been
         excluded from the diluted loss per share computation since their effect
         is anti-dilutive.

         Advertising

         Advertising consists primarily of magazine advertisements, product
         catalogs, trade shows and professional golfer endorsements. All costs
         are expensed at the time the first advertisement takes place.
         Advertising expense for the six months ended June 30, 2003 totaled
         $203,449 and is included in sales and marketing expense in the
         accompanying consolidated statements of operations.

         Website Design Costs

         Website design costs include direct costs incurred by the Company to
         develop and enhance the Company's website. Website design costs are
         expensed as incurred and totaled $14,245 for the six months ended June
         30 2003. This amount is included in general and administrative expense
         in the accompanying consolidated statements of operations.

         Stock-Based Compensation

         The Company has elected to account for its stock-based compensation
         granted to employees in accordance with the provisions of Accounting
         Principles Board Opinion 25 (APB 25), Accounting for Stock Issued to
         Employees. Under APB 25, compensation expense is based on the
         difference, if any, on the date of the grant, between the fair value of
         the Company's stock and the exercise price of the option. The Company
         discloses the information required under Statement of Financial
         Accounting Standards (SFAS) Statement No. 123, Accounting for
         Stock-Based Compensation (Statement 123). Stock issued to nonemployees
         is accounted for under the provisions of Statement 123 and the Emerging
         Issues Task Force (EITF) Consensus in Issue No. 96-18, Accounting for
         Equity Instruments that are Issued to Other than Employees for
         Acquiring, or in Conjunction with, Selling Goods or Services (EITF
         96-18).

         Under Statement 123, nonemployee stock-based compensation is accounted
         for based on the fair value of the consideration received or equity
         instruments issued, whichever is more readily determinable. However,
         Statement 123 does not address the measurement date and recognition
         period. EITF 96-18 states a consensus that the measurement date should
         be the earlier of the date at which a commitment for performance by the
         counterparty is reached or the date at which the counterparty's
         performance is complete.

         The Company's nonemployee stock-based compensation is determined using
         the fair value of the Company's equity instruments or the Black-Scholes
         option-pricing model.

         The Company cancelled the 1999 Stock Option Plan on January 15, 2003 as
         a requirement of the merger agreement with Nomadic Collaboration
         International, Inc.

         On June 30, 2003, the Board of Directors adopted the LiquidGolf Holding
         Corporation 2003 Restricted Stock Plan (the "2003 Plan") and
         recommended that it be submitted to our stockholders for their approval
         at the Annual Meeting. The terms of the 2003 Plan provide for grants of
         restricted stock awards (collectively, "Awards"). The purpose of the
         2003 Plan is to provide a means through which the


                                       6
<PAGE>
(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Stock-Based Compensation (Continued)

         Company and its subsidiaries may attract key personnel (collectively,
         the "Participants") to enter into and remain in the employ of the
         Company and its subsidiaries, as well as to provide a means whereby
         those key persons upon whom the responsibilities of the successful
         administration and management of the Company rest, and whose present
         and potential contributions to the welfare of the Company are of
         importance, can acquire and maintain stock ownership, thereby
         strengthening their commitment to the welfare of the Company and
         promoting the mutuality of interests between Participants and the
         Company's stockholders. The effective date of the 2003 Plan is the date
         of the Annual Meeting (the "Effective Date")(August 13, 2003).

         Under the 2003 Plan, the total number of shares of common stock that
         may be subject to the granting of Awards under the 2003 Plan during the
         term of the Plan shall be equal to 1,500,000 shares, plus the number of
         shares with respect to which Awards previously granted thereunder that
         are forfeited or cancelled or terminated.

         Concentration of Risk

         Financial instruments, which potentially subject the Company to
         concentration of credit risk, consist primarily of cash and cash
         equivalents and short-term investments. Cash and cash equivalents in
         excess of federally insured limits potentially subject the Company to a
         concentration of credit risks. Short-term investments, composed of
         certificates of deposit, are maintained with one financial institution
         and management regularly monitors maturities. Because of their
         short-term nature, the carrying value of all financial instruments
         approximates their respective fair value.

         The Company purchases its inventory from a limited number of product
         manufacturers through the use of nonexclusive contractual agreements.
         The Company may not be able to renew these contracts on favorable
         terms, which could have a material adverse effect on the Company's
         business, financial position, and results of operations.

         Reclassifications

         Certain prior periods' balances have been reclassified to conform to
         the current year consolidated financial statement presentation. These
         reclassifications had no impact on previously reported consolidated
         results of operations or stockholders' deficit.

         Recent Pronouncements

         In May 2003, the Financial Accounting Standards Board ("FASB") issued
         SFAS No. 150, Accounting for Certain Financial Instruments with
         Characteristics of both Liabilities and Equity. This Statement
         establishes standards for how an issuer classifies and measures certain
         financial instruments with characteristics of both liabilities and
         equity. It requires that an issuer classify a financial instrument that
         is within its scope as a liability (or an asset in some circumstances).
         Many of those instruments were previously classified as equity. Some of
         the provisions of this Statement are consistent with the current
         definition of liabilities in FASB Concepts Statement No. 6, Elements of
         Financial Statements. The remaining provisions of this Statement are
         consistent with the FASB's proposal to revise that definition to
         encompass certain obligations that a reporting entity can or must
         settle by issuing its own equity shares, depending on the nature of the
         relationship established between the holder and the issuer. While the
         FASB still plans to revise that definition through an amendment to
         Concepts Statement 6, the FASB


                                       7
<PAGE>
(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recent Pronouncements (Continued)

         decided to defer issuing that amendment until it has concluded its
         deliberations on the next phase of this project. That next phase will
         deal with certain compound financial instruments including puttable
         shares, convertible bonds, and dual-indexed financial instruments.

         This Statement requires an issuer to classify the following
         instruments as liabilities (or assets in some circumstances):

         -        A financial instrument issued in the form of shares that is
                  mandatorily redeemable--that embodies an unconditional
                  obligation requiring the issuer to redeem it by transferring
                  its assets at a specified or determinable date (or dates) or
                  upon an event that is certain to occur.

         -        A financial instrument, other than an outstanding share, that,
                  at inception, embodies an obligation to repurchase the
                  issuer's equity shares, or is indexed to such an obligation,
                  and that requires or may require the issuer to settle the
                  obligation by transferring assets (for example, a forward
                  purchase contract or written put option on the issuer's equity
                  shares that is to be physically settled or net cash settled).

         -        A financial instrument that embodies an unconditional
                  obligation, or a financial instrument other than an
                  outstanding share that embodies a conditional obligation, that
                  the issuer must or may settle by issuing a variable number of
                  its equity shares, if, at inception, the monetary value of the
                  obligation is based solely or predominantly on any of the
                  following:

                           a.       A fixed monetary amount known at inception,
                                    for example, a payable settleable with a
                                    variable number of the issuer's equity
                                    shares;

                           b.       Variations in something other than the fair
                                    value of the issuer's equity shares, for
                                    example, a financial instrument indexed to
                                    the S&P 500 and settleable with a variable
                                    number of the issuer's equity shares; or

                           c.       Variations inversely related to changes in
                                    the fair value of the issuer's equity
                                    shares, for example, a written put option
                                    that could be net share settled.

         Management believes that the adoption of this Statement will have no
         material effect on the Company's financial position or results of
         operation.

(3)      BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
         for the three and six months ended June 30, 2003 and 2002 have been
         prepared in accordance with accounting principles generally accepted in
         the United States of America for interim financial information and
         pursuant to the rules and regulations of the Securities and Exchange
         Commission for Form 10-QSB. Accordingly, they do not include all the
         information and footnotes required by accounting principles generally
         accepted in the United States of America for complete financial
         statements. In the opinion of management, the accompanying unaudited
         condensed consolidated financial statements contain all adjustments,
         consisting only of normal recurring accruals, considered necessary for
         a fair presentation of the Company's financial position, results of
         operations, and cash flows for the periods presented.

         The results of operations for the interim periods ended June 30, 2003
         and 2002 are not necessarily indicative of the results to be expected
         for the full year. These interim consolidated financial statements
         should be read in conjunction with the December 31, 2002 consolidated
         financial statements and related


                                       8
<PAGE>
(3)      BASIS OF PRESENTATION (CONTINUED)

         notes included in the Company's Annual Report on Form 10-KSB for the
         year ended December 31, 2002.

         The Company's consolidated financial statements have been prepared
         assuming the Company will continue as a going concern. The Company has
         experienced net losses since February 16, 1999 (date of inception),
         which losses have caused an accumulated deficit of $33,822,000 as of
         June 30, 2003. In addition, the Company has consumed cash in its
         operating activities of approximately $548,000 for the six months ended
         June 2003. These factors, among others, raise substantial doubt about
         the Company's ability to continue as a going concern.

         On February 28, 2002, the Company suspended operations due to a lack of
         operating capital. At that time, it was unsuccessful in its attempts to
         raise additional capital due to market conditions, the private capital
         environment, debt on the balance sheet and other factors. During the
         period of suspended operations, management converted a majority of the
         debt on the balance sheet into equity, settled legal issues, and
         continued to present its history of operational performance improvement
         and its plan for the future to prospective investors.

         In early May 2002, the Company was successful in reaching an agreement
         with its secured note holders to convert their debt and accrued
         interest into common stock. With that agreement in hand, the Company
         was able to secure conversion from debt to equity the amounts owed to
         unsecured note holders. As of December 31, 2002, the Company had
         successfully converted all of its notes payable to common stock.

         As a result of these developments, the Company secured financing
         through a private placement offering, which enabled it to re-launch its
         website on May 15, 2002. This new financing also provided funding to
         open the Company's first retail location in Apopka, Florida on July 15,
         2002.

         Management has been able, thus far, to finance the losses, as well as
         the growth of the business, through a series of private placements. The
         Company is continuing to seek other sources of financing and attempting
         to increase revenues through a diversification of revenue streams
         within its core business of golf equipment sales. This diversification
         includes, but is not limited to, the traditional "brick and mortar"
         retail merchandising, as well as direct response marketing with the
         mass distribution of a golf equipment catalog. In addition, the Company
         is exploring alternate ways of generating revenues through partnerships
         with other businesses. Conversely, the ongoing development and
         maintenance of its website is expected to result in operating losses
         for the foreseeable future. There are no assurances that the Company
         will be successful in achieving its goals.

         In view of these conditions, the Company's ability to continue as a
         going concern is dependent upon its ability to obtain additional
         financing or capital sources, to meet its financing requirements, and
         ultimately to achieve profitable operations. Management believes that
         its current and future plans provide an opportunity to continue as a
         going concern. The accompanying consolidated financial statements do
         not include any adjustments relating to the recoverability and
         classification of recorded assets, or the amounts and classification of
         liabilities that may be necessary in the event the Company cannot
         continue as a going concern.

(4)      ACQUISITION

         On November 5, 1999, the Company acquired all of the outstanding common
         stock of Spider Golf, Inc. (Spider) from its owners (the Sellers) for
         consideration consisting of a $1,300,000 note (10% interest)


                                       9
<PAGE>
(4)      ACQUISITION (CONTINUED)

         and 362,500 shares of $.0001 par value Series C preferred stock with a
         stated value of $26 per share. Spider owns and operates GolfStore.com
         (GolfStore), a website engaged in the business of marketing and selling
         golf and related equipment.

         The Spider acquisition was accounted for under the purchase method of
         accounting and, accordingly, the results of operations of Spider
         beginning on November 5, 1999 are included in the Company's
         consolidated financial statements. Spider had nominal net assets at the
         acquisition date; accordingly, the $13,837,186 cost of the acquisition,
         including $58,373 of direct acquisition costs for professional fees,
         was allocated to goodwill, which was to be amortized over three years.

         Management's subsequent analysis of goodwill recoverability in May 2000
         indicated that the undiscounted cash flows from Spider would be less
         than the carrying value of related goodwill. Accordingly, the Company
         recognized an asset impairment loss representing unamortized goodwill
         of $11,146,622 as of May 31, 2000.

         In connection with the acquisition of Spider, the Company entered into
         a consulting agreement with one of the Sellers to provide transition
         and marketing services over a two-year period. The agreement obligates
         the Company to a total of $200,000, payable in monthly installments, of
         which $8,333 and $100,000 had been paid for the years ended December
         31, 2002 and 2001, respectively

         During 2000, the Company and the Sellers amended the November 5, 1999
         purchase agreement. Under the terms of the amended agreement, the
         Sellers agreed, after giving effect for the 1 for 4 reverse stock
         split, that their shares would convert on a one to one basis into
         shares of the Company's common stock. Additionally, the Company agreed
         to pay the Sellers the remaining $300,000 as the final payment on the
         promissory note within five days of the close of the Company's IPO and
         to extend the consulting agreement with one of the Sellers for an
         additional year. The Sellers also agreed to remove their Put option,
         which would have required the Company to buy back their Series C
         preferred stock at a price of $40.00 per share.

         By letter agreement dated February 19, 2002, the agreement and plan of
         merger, which covered this acquisition, was terminated. In addition,
         the related consulting agreement was also terminated. As a result of
         this termination, the Company recorded a capital contribution of
         $368,445 which represented the cancellation of the promissory note and
         related accrued interest which was to have been paid to Spider, and the
         Company returned the GolfStore website to Spider. Additionally, Spider
         returned the Series C preferred stock to the Company and the Company
         subsequently retired it.

(5)      SERIES B REDEEMABLE PREFERRED STOCK

         During July 1999, the Company began taking subscriptions for preferred
         stock designated as Series B Convertible Preferred Stock (Series B) to
         accredited investors through a private placement memorandum. As of
         December 31, 2002, 1,886,968 fully paid Series B shares at $8 per share
         had been issued. Net proceeds after subscription costs of $171,881 were
         $14,923,769.

         On November 5, 1999, the Board of Directors designated 8,000,000 shares
         of $.0001 par value preferred stock as Series B. Each Series B share
         must be converted into common stock if the Company raises a minimum of
         $10 million in an initial public offering of its common stock. Holders
         of Series B preferred stock will automatically convert at a rate equal
         to the lesser of the conversion price of $8 per share or 50% of the per
         share price offered to the public in a public offering. In addition, in
         the event of a merger with another corporation, all outstanding shares
         of preferred stock shall be automatically converted into common stock
         on a share for share basis. Series B stock has the same voting rights
         and privileges as common stockholders and, as a class, can elect one
         member of the Board of


                                       10
<PAGE>
(5)      SERIES B REDEEMABLE PREFERRED STOCK (CONTINUED)

         Directors. Series B prohibits declaration or payment of any dividends
         for any class of stock as long as Series B shares are outstanding.
         Series B stockholders, at their option, can require the Company to
         redeem their shares after November 5, 2002 at 150% of its stated value
         of $2 per share. If the Company does not have sufficient funds to
         redeem all of the shares for which redemption has been requested, the
         Company shall redeem as many shares as may be redeemed with such funds
         as are available and shall redeem such shares from the holders pro rata
         in accordance with the number of shares each such holder has requested
         be redeemed.

         By April 2003, the Company had received redemption request by Series B
         Stockholders totalling 23,125 shares. The cost of the redemption was
         $69,375. On May 30, 2003 the Company completed a reverse merger with
         Nomadic Collaboration International, Inc. As a result of this merger
         (Note 1) all remaining 1,863,843 shares of Series B preferred stock
         outstanding were converted to common stock on a one for one basis.

(6)      STOCKHOLDERS' DEFICIT

         Common Stock

         The Board of Directors has authorized 100,000,000 shares of common
         stock with a par value of $.001. Each share of common stock entitles
         its holder to one vote on all matters submitted to vote of the
         stockholders. The holders of common stock do not have cumulative voting
         rights or preemptive rights.

         Founders' Shares

         On or about February 16, 1999 (date of inception), 3,622,506 shares of
         common stock, $.0001 par value, considered founders' shares, were sold
         for cash at par to the initial founders of the Company in the earliest
         stages of the Company's development.

         Warrants for Common Stock

         In 1999, LiquidGolf Corporation issued post-stock-split fully-vested
         warrants to purchase 37,500, 31,250, and 31,250 shares of common stock
         to certain investors for services provided at an exercise price of $8,
         $12, and $16 per share, respectively. The warrants are not exercisable
         until one year after the IPO of LiquidGolf Corporation's common stock
         and have a contractual life of four years expiring in October 2003.

         In 2000, LiquidGolf Corporation granted, to a Company related by stock
         ownership, a warrant as payment for consulting services, containing the
         right to purchase up to 25,000 post-stock split shares with an exercise
         price of $8 per share.

         In 2000, LiquidGolf Corporation issued post-stock split fully vested
         warrants to purchase 381,000 shares of Common Stock to certain
         investors in conjunction with notes payables issued by LiquidGolf
         Corporation. The warrants have an exercise price of $4, are exercisable
         at issuance, and have a contractual life of three years expiring in
         August of 2003.

         In 2001, LiquidGolf Corporation issued fully vested warrants to
         purchase 100,000 shares of common stock to a certain investor in
         conjunction with a note payable issued by LiquidGolf Corporation. The
         warrants have an exercise price of $1.00, are exercisable at issuance,
         and have a contractual life of two years expiring in December of 2003.

         In 2002, LiquidGolf Corporation issued fully vested warrants in two
         classes to purchase 1,220,000 shares of Common Stock in a Class A
         Warrant and 1,220,000 shares of Common Stock in a Class B Warrant.
         These warrants are issued in connection with a certain Confidential
         Private Offering Memorandum dated April 16, 2002. These Class A and
         Class B Warrants have an exercise price of


                                       11
<PAGE>
(6)      STOCKHOLDERS' DEFICIT (CONTINUED)

         $1.00 and $1.50 respectively, are exercisable at issuance and have a
         contractual life of five years with the last of the warrants expiring
         in May of 2007.

         In 2003 the Company, in connection with the merger, issued warrants as
         described above in substantially the same terms. The total warrants
         issued are 3,046,000.

         Common Stock Reserves

         The Company has reserved 1,800,000 shares of its common stock in
         connection with an investment banking commitment to be made by the
         Company after taking the necessary board of directors action to retain
         PanAmerica Capital Group, Inc. to assist the Company in all financial
         activities of the corporation including, but not limited to capital
         raising, mergers and acquisitions, and future financings. The term of
         the agreement will be two years and the compensation will be 1,800,000
         shares of common stock.

         Preferred Stock

         On June 2, 1999, the Board of Directors designated 1,700,000 shares of
         $.000l par value preferred stock as Series A Convertible Preferred
         Stock (Series A). Each Series A share must be converted into one share
         of common stock if the Company raises a minimum of $10 million in an
         initial public offering of its common stock. Series A has the same
         voting rights and privileges as common stock, and stockholders are
         entitled to receive noncumulative dividends, if declared, at the rate
         of $.01 per share per annum. As of December 31, 2002, dividends have
         not been declared on Series A shares.

         On November 5, 1999, the Board of Directors designated 5,000,000
         shares of $.0001 par value preferred stock as Series C Convertible
         Preferred Stock (Series C). Series C was to convert into common stock
         if the Company raised a minimum of $10 million in an initial public
         offering of its common stock. Holders of Series C preferred stock were
         to automatically convert at a rate equal to the lesser of the
         conversion price of $26 per share or 50% of the per share price
         offered to the public in a public offering. Series C stockholders had
         the same voting rights and privileges as common stockholders.

         Series C stockholders were entitled to vote, as a class, to elect one
         member of the Board of Directors. Series C prohibited declaration or
         payment of any dividends for any class of stock as long as Series B
         and Series C shares were outstanding. Series C stockholders, at their
         option, could have required the Company to redeem their shares after
         November 5, 2002 at 150% of its stated value of $26 per share. If the
         Company did not have sufficient funds to redeem all of the shares for
         which redemption was requested, the Company was to redeem as many
         shares as may be redeemed with such funds as were available and was to
         redeem such shares from the holders pro rata in accordance with the
         number of shares each such holder has requested be redeemed. On
         February 19, 2002, the Company terminated its merger agreement with
         Spider (see Note 4).

         In the event of any voluntary or involuntary liquidation, dissolution,
         or winding up of the Company, as defined, on a pro rata basis, an
         amount equal to $.67 per share for Series A and $2.50 per share for
         Series B would be paid from the assets of the Company available for
         distribution before any such payments would be made on any shares of
         the Company's common shares. Aggregate liquidation preference for
         Series A and Series B is $280,219 and $4,717,420, respectively.


                                      12
<PAGE>

(6)      STOCKHOLDERS' DEFICIT (CONTINUED)

         Series B Preferred Shares

         At any time after November 5, 2002, each holder of Series B preferred
         stock may require that the Company redeem all or any portion of his or
         her then-outstanding shares of Series B preferred stock at a price
         equal to 150% of the stated value. As of December 31, 2002, the
         Company had 1,886,968 Series B shares issued and outstanding,
         resulting in a $5,660,904 liability to the company if all of the
         shares were redeemed. As of May 30, 2003, the Company has been
         contacted by nine Series B stockholders holding 23,125 shares
         (aggregate redemption value of $69,375) requesting redemption of their
         shares.

         As of June 30, 2003 the Company had redeemed 22,500 shares leaving 625
         shares (aggregate redemption value of $1,875) to be redeemed.

(7)      STOCK OPTION PLAN

         Officers, employees, consultants, and directors of the Company are
         awarded options periodically for the purchase of common stock of the
         Company under the Company's 1999 Stock Option Plan (the "Plan"). The
         options, which typically expire ten years from the date of grant, are
         exercisable equally over a vesting period up to four years. The
         Company has not recorded stock-based compensation expense associated
         with these options, since the exercise price is greater than or equal
         to the fair value of the Company's common stock on the date of grant.

         The Company cancelled the plan on January 15, 2003.

(8)      EMPLOYMENT AGREEMENTS

         On May 29, 2003 the Company entered into an employment agreement with
         its Chief Executive Officer. The agreement commences on May 29, 2003
         and expires on December 31, 2005 but shall be automatically extended
         for two additional years unless written notice is given 90 days prior
         by either party to not extend the term. The agreement includes the
         payment of a base salary of $90,000, an incentive compensation bonus
         equal to 100% of the base salary and a restricted stock grant of
         1,000,000 shares of common stock. However, the executive must be
         employed by the Company for a minimum of two years from the date of
         the agreement in order to take delivery of the shares.

(9)      OTHER MATTERS

         On June 23, 2003 the Company signed a letter of intent (the "Letter")
         to acquire R G Golf, Inc. R G Golf owns the URL GolfWarehouse.com.
         Under the terms of the Letter the Company will acquire all the
         outstanding shares of R G Golf, Inc. for 300,000 shares of the
         Company's common stock. As additional consideration the company will
         pay the shareholders of R G Golf, Inc. 50% of the net profits from the
         operation of the web site GolfWarehouse.com for 24 months from the
         time the Company takes over the operation of the web site.

         The letter also provides that the shareholders of R G Golf at their
         option may unwind the transaction or receive additional shares if the
         Company does not meet certain revenue and stock price targets within
         24 months of the closing of the transaction.

         On July 23, 2003 the Company notified the Holders of the of the
         Company's convertible notes of the Company's intent to exercise the
         option to convert the notes into shares of common stock at a $1.00 per
         share and a warrant to purchase an equal number of shares at $1.50 per
         share. The warrants have an


                                      13
<PAGE>

         exercise price of $1.50, are exercisable at issuance, and have a
         contractual life of three years expiring three years from the date of
         the Convertible Note. As of August 6, 2003 the Company expects to
         issue 744,777 shares of common stock and warrants for 744,777 shares
         of common stock in connection with the conversion.


                                      14
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion and analysis of the Company's financial condition and
results of its operations should be read in conjunction with the Company's
consolidated financial statements included elsewhere herein. This discussion
contains forward-looking statements that involve risks and uncertainties. Our
actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors including, but not
limited to, those discussed in this Quarterly Report.

Predecessor Company and Lack of Comparability.

For accounting purposes, and as a result of the merger transaction in May 2003,
LiquidGolf Corporation is treated as a predecessor company for purposes of the
financial statement presentation. The predecessor company had a different cost
bases, and grouped and classified some income, expense and balance sheet
accounts differently than Nomadic Collaboration International, Inc., the
acquiring company now known as LiquidGolf Holding Corporation. Accordingly, the
results of operations for the periods prior to May 2003 are not comparable.

OVERVIEW

LiquidGolf Holding Corporation is the holding company of LiquidGolf
Corporation, a Delaware corporation, and a wholly-owned operating subsidiary of
LiquidGolf Holding Corporation. Unless the context indicates otherwise, all
references to "LiquidGolf," "we," "our," "us," the "Company" and similar
expressions, refer to LiquidGolf Holding Corporation and its subsidiaries.
LiquidGolf's primary operations consist of operating a brick and mortar
retailer located in Apopka, Florida with an online community for golfers and
businesses within the golf industry worldwide. LiquidGolf owns and operates
www.liquidgolf.com through which it sells golf equipment, accessories and
apparel to consumers. It provides technology and fulfillment operations to golf
e-tailers, as well as operating one of the leading online golf communities.
LiquidGolf's goal is to become a total golf company that provides a full range
of golf related products and services to both consumers and the members of the
business community.

LiquidGolf offers a wide selection of golf related products through its single
brick and mortar retail location and its website, which currently provides
almost 100% of our revenue. We have direct relationships with over fifty golf
equipment, apparel and accessory companies. We use third party suppliers to
provide us with equipment from manufacturers we do not currently have direct
relationships with.

We expect to add to our revenue base through acquisitions. The consumer golf
industry is very fragmented with no single online or brick and mortar retailer
accounting for even 5% of industry sales. Our growth strategy includes the
expansion, through both organic growth and acquisitions of retail locations
throughout central Florida and beyond; and other golf e-tailers' websites. We
believe that there are acquisition opportunities available at very favorable
valuations.

We believe that to succeed, companies will need to provide extensive product
selection, detailed product information and other value added services while
aggregating all aspects of the golf experience in a single company accessible
from both brick and mortar and virtual locations. Currently, we do not believe
that there is a company that offers this total golf solution. Our strategy is
to become that single source company.



                                      15
<PAGE>
RESULTS OF OPERATIONS

We are in the early stage of operations and, as a result, the relationships
between revenue, cost of revenue, and operating expenses reflected in the
financial information included in this report do not represent future expected
financial relationships. Much of the cost of revenue and operating expenses
reflected in our financial statements are relatively fixed costs. We expect
that these expenses will increase with the escalation of sales and marketing
activities and transaction volumes, but at a much slower rate of growth than
the corresponding revenue increase.

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2002.

Net Sales. Net sales increased by approximately $106,000 or 221%, to $153,870
in 2003 from $47,876 in 2002. This increase was due to operating both the web
operation and retail operation for the entire three months ended in June 2003.
In 2002 we experienced significant difficulties in obtaining financing for our
business, which lead to the suspension of our website operations in February of
2002. We resumed a downsized web operation in May 2002 and opened a 4000 square
foot retail operation at the same time.

Gross Profit. Although our net sales increased by approximately $106,000 or
221%, we realized a greater than corresponding increase in gross profit. Gross
profit increased $24,132 or 4846% to $23,634 in 2003 from $(498)
in 2002. This was due to the ability to take advantage of manufactures' volume
purchase discounts and the ability to maintain retail sales prices.

Selling, General and Administrative. Selling, General and Administrative
expenses decreased approximately $579,000 or 70% from $828,194 in 2002 to
$248,852 in 2003. In 2002 these expenses included approximately $465,000 in
settlement cost and fees to settle two lawsuits. In 2003 we received a one time
reduction in professional fees that reduced expenses by approximately $157,000,
without these settlement cost and fees, Selling, General and Administrative
expenses would have decreased $378,564 or 8% from $405,862 in 2003.

Interest Expense, Net. Interest expense, net decreased by $6,659,
or 44%, to $8,309 in 2003 from $14,968 in 2002. This decrease reflected the
conversion of certain notes payable to common stock during 2002.

SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2002.

Net Sales. Net sales decreased by approximately $120,000 or 32%, to $251,455 in
2003 from $371,521 in 2002. This decrease was the result of the significant
difficulties we experienced in obtaining financing for our business. Our sales
in 2003 were slowed further due to a continuing softening of the golf equipment
retail sector.

Gross Profit. Although our net sales decreased by approximately $120,000 or
32%, we realized a greater than corresponding increase in gross profit. Gross
profit increased approximately $10,400 or 52%, to $30,664 in 2003 from $20,201
in 2002. This was due to our limited ability to take advantage of manufactures'
volume purchase discounts and the limited ability to maintain our retail sales
prices during the six months ended June 30, 2002.

Selling, General and Administrative. Selling, General and Administrative
expenses decreased $797,592 or 58% from $1,370,153 in 2002 to
$572,561 in 2003. In 2002 these expenses included approximately $465,000 in
settlement cost and fees to settle two lawsuits. In 2003 we received a one time
reduction in professional fees that reduced expenses by approximately $157,000,
without these settlement cost and fees Selling, General and Administrative
expenses would have been $905,153 or 19% increase from $729,561 in 2003.

Interest Expense, Net. Interest expense, net decreased by
$29,464, or 71%, to $8,511 in 2003 from $37,975 in 2002. This decrease
reflected the conversion of certain notes payable to common stock during 2002.

Loss on disposal of property and equipment. Loss on disposal of property and
equipment decreased approximately $281,000 or 100% in 2002. This increase was
due to the sale of certain property and equipment that was sold or abandoned
when we suspended our operations and closed our facility in 2002.


                                      16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

We had cash balances totaling $167,370 at June 30, 2003. Our principal sources
of funds have been cash generated from financing activities.

We believe that we will require $1,500,000 to fund our currently anticipated
requirements for ongoing operations and budgeted capital expenditures for our
existing business for the next twelve-month period. We currently intend to
satisfy our long-term liquidity requirements from cash flow from operations and
with the proceeds from the offering of our common stock. However, our long-term
liquidity requirements will depend on many factors, including but not limited
to, various risks associated with our business that affect our sales levels and
pricing, our ability to recover all of our up-front costs related to future
acquisitions, capital expenditures and operating expense requirements and there
can be no assurance that we will not need to raise additional funds to satisfy
them.

Cash flow from operations. We have been unable to generate significant
liquidity or cash flow from our current operations. We frequently change our
pricing structure to take into account our clients' fluctuating cash flows,
service and product needs. We anticipate that cash flows from operations will
be insufficient to fund our business operations for the next twelve-month
period.

Cash flow from investing activities. Net cash used in investing activities is
largely attributable to the purchase of investments as collateral for Letters
of Credit for certain equipment vendors.

Cash flows from financing activities. Net cash provided by financing activities
was generated from a private placement of our convertible promissory notes
payable. The Company sold 34 convertible promissory notes payable with proceeds
from the offering totaling a net amount received of $655,000. Proceeds from
this offering were primarily used as working capital.

VARIABLES AND TRENDS

We anticipate experiencing greater sales in the third and forth quarters of the
calendar year, as opposed to the first and second quarters of the calendar
year. The seasonality of our sales will be directly related to the golf season
in the third quarter and the holiday season in the forth quarter. The third and
forth quarters of the calendar year are usually our strongest revenue producing
quarters as more customers are playing golf at the height of the golf season
and purchasing golf products for gifts for the holiday season in the forth
quarter. The first quarter of the calendar year is usually the slowest due to
the winter weather and not as many customers are playing golf or purchasing
golf products. The second quarter of the calendar year is slow and the golf
season is just beginning. Comparisons of our sales and operating results
between different quarters within a single year are, therefore, not necessarily
accurate indicators of our future performance.

Although we have a limited operating history in connection with the operation
of our web site and single store, we have no operating history with respect to
our plans for the expansion of our business to multiple locations. As we move
forward with our business plan, we expect our expenses to increase
significantly as we grow our business and enter into new markets through the
opening of new locations or through acquisitions. Accordingly, the comparison
of the financial data for the periods presented may not be a meaningful
indicator of our future performance and must be considered in light of our
limited operating history.

RISKS AND UNCERTAINTIES

A more comprehensive list of risk factors are set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, our Schedule 14-C
filed on April 28, 2003, and our other filings with the Securities and Exchange
Commission. In addition to those risk factors, you should consider the
following:


                                      17
<PAGE>

THE COMPANY HAS NEED FOR ADDITIONAL FINANCING TO FUND ITS BUSINESS PLAN AND
OPERATIONS.

The Company has very limited funds, and such funds, may not be adequate to take
advantage of any available business opportunities. Even if the Company's
currently available funds prove to be sufficient to pay for its operations
until November 30, 2003, such funds will clearly not be sufficient to enable it
to implement its business plan. Thus, the ultimate success of the Company will
depend, in part, upon its availability to raise additional capital. There is no
assurance that additional capital will be available from any source or, if
available, that it can be obtained on terms acceptable to the Company. If not
available, the Company's operations will be limited to those that can be
financed with its modest capital.

FORWARD LOOKING STATEMENTS

This report includes "Forward-Looking Statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. Any statements
that express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as "expects" or
"does not expect", "is expected", "anticipates" or "does not anticipate",
"plans", "estimates" or "intends", or stating that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical fact and may be considered
"forward looking statements". We do not guarantee that the transactions and
events described in this Report will happen as described or that any positive
trends noted in this Report will continue. These types of statements are
generally located in the section entitled "Management's Discussion and Analysis
or Plan of Operation," but may be found elsewhere in this Report as well.
Forward-looking statements are based on expectations, estimates and projections
at the time the statements are made that involve a number of risks and
uncertainties which could cause actual results or events to differ materially
from those presently anticipated. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to have been correct. You should
understand that many important factors, in addition to those discussed
elsewhere in this Report, could cause our results to differ materially from
those expressed in the forward-looking statements. These factors include,
without limitation, the rapidly changing industry and regulatory environment,
our limited operating history, our ability to implement our growth strategy,
our ability to integrate acquired companies and their assets and personnel into
our business, our fixed obligations, our dependence on new capital to fund our
growth strategy, our ability to attract and retain quality personnel, our
ability to compete with major established companies, the competitive
environment, economic and other conditions in markets in which we operate,
increases in maintenance costs and insurance premiums and cyclical and seasonal
fluctuations in our operating results.

A more comprehensive list of such factors and related discussion are set forth
in our Schedule 14-C which was filed with the SEC on April 28, 2003, and our
other filings made with the SEC from time to time.

ITEM 3.  CONTROLS AND PROCEDURES

We have evaluated, with the participation of our Chief Executive Officer and
Chief Financial Officer, the effectiveness of our disclosure controls and
procedures as of June 30, 2003. Based on this evaluation, our Chief Executive
Officer and Chief Financial Officer has concluded that our disclosure controls
and procedures are effective to ensure that we record, process, summarize, and
report information required to be disclosed by us in our quarterly reports
filed under the Securities Exchange Act within the time periods specified by
the Securities and Exchange Commission's rules and forms.


                                      18
<PAGE>

During the quarterly period covered by this report, there were no changes in
our internal controls over financial reporting that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time we are engaged in various legal and regulatory proceedings
arising in the normal course of business. While it is not possible to determine
with certainty the outcome of these matters, we are of the opinion that the
eventual resolution of such proceedings will not have a material adverse impact
on our financial position or operating results. For example, at the present
time, LiquidGolf is involved in the following lawsuit: Porzio v. LiquidGolf
Corporation, Case No.: CIO-00-5185 in the Circuit Court in Orange County,
Florida (the "Lawsuit"). The plaintiff in the Lawsuit has alleged that
LiquidGolf has, among other things, breached its obligations to said plaintiff
under certain alleged contractual relationships between the respective
plaintiff and LiquidGolf. LiquidGolf believes that it has valid and meritorious
defenses to these claims and intends to vigorously defend the Lawsuit. There
can be no assurance, however, that its defense of the Lawsuit will be
successful. Consequently, LiquidGolf's business and results of operations may
be materially and adversely affected if LiquidGolf loses this Lawsuit.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)      Not applicable

(b)      Not applicable

(c)      On February 24, 2003, the Company approved a private placement of up
         to $750,000 of 8% convertible promissory notes ("Notes") to accredited
         investors (the "Private Placement"). During the quarter ended June 30,
         2003, the Company received $699,500 in gross cash proceeds from the
         sale of 34 notes as a result of the Private Placement. With respect to
         the offer and sale of such securities, we relied on the exemption
         provided under Section 4(2) of the Securities Act and Rule 506 of
         Regulation D promulgated thereunder. The purchasers of the Notes
         confirmed in writing to LiquidGolf that they were accredited investors
         and that they were purchasing the securities for investment purposes
         only. The Notes are convertible at the option of the Company into
         units by dividing the total amount of principal plus accrued but
         unpaid interest by the conversion price of $1.00. Each unit consists
         of one share of common stock and one warrant to purchase one share of
         common stock at a purchase price of $1.50. On July 23, 2003, the
         Company notified the holders of the Notes of the Company's intent to
         exercise the option to convert the Notes.

(d)      Not applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

Not applicable

ITEM 5.  OTHER INFORMATION


                                       19
<PAGE>

Not applicable

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

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     NUMBER                            DESCRIPTION OF DOCUMENTS
     -------                           ------------------------
     <S>        <C>

      31.1      Certification of Chief Executive Officer pursuant to Securities Exchange Act
                Rules 13a-14(a) and 15d-14(a).

      31.2      Certification of Chief Financial Officer pursuant to Securities Exchange Act
                Rules 13a-14(a) and 15d-14(a).

      32.1      Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      32.2      Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


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<PAGE>

(b)      Reports on Form 8-K

         On February 19, 2003, the Company filed a Current Report on Form 8-K,
         which announced the Companies execution of the merger agreement whereby
         LiquidGolf Corporation would become a wholly-owned subsidiary of the
         Company.

         On April 7, 2003, the Company filed a Current Report on Form 8-K, which
         announced the resignation of Davidson Company, Chartered Accountants,
         and subsequent appointment of Tedder, James, Wordin & Associates, P.A.
         as independent auditors of the Company.

         On June 16, 2003, the Company filed a Current Report on Form 8-K, which
         announced the acquisition of all of the issued and outstanding common
         stock of LiquidGolf Corporation resulting in a change in control of the
         Company.

SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date: August 14, 2003                 LiquidGolf Holding Corporation



                                      By: /s/ Dwain Brannon
                                          -------------------------------------
                                          Dwain Brannon, President



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