##### Table of Contents

---

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 quarterly period ended SEPTEMBER 30, 2003



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from  to



Commission file number: 000-27131



---



LIQUIDGOLF HOLDING CORPORATION

(Exact name of registrant as specified in its charter)



---



|DELAWARE                        |  | 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 been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



The registrant has 10,707,447 shares of common stock, $.001 par value per share outstanding as of November 14, 2003 and
there were 532 stockholders of record.



---



---

##### Table of Contents

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 |  | 17
|Item 3.      |  | Controls and Procedures                                                               |  | 21
|             |  |                                                                                      
|PART II      |  | OTHER INFORMATION                                                                     |  |   
|             |  |                                                                                      
|Item 1.      |  | Legal Proceedings                                                                     |  | 21
|Item 2.      |  | Changes in Securities and Use of Proceeds                                             |  | 21
|Item 3.      |  | Defaults upon Senior Securities                                                       |  | 22
|Item 4.      |  | Submission of Matters to a vote of Security Holders                                   |  | 22
|Item 5.      |  | Other Information                                                                     |  | 22
|Item 6.      |  | Exhibits and Reports on Form 8-K                                                      |  | 22
|             | 
|SIGNATURES   |  | 23                                                                                   
|             |  |                                                                                      
|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                                                          |  |   



---

##### Table of Contents

|PART I | FINANCIAL INFORMATION
|------ | ---------------------



|ITEM 1 | CONSOLIDATED FINANCIAL STATEMENTS
|------ | ---------------------------------



LIQUIDGOLF HOLDING CORPORATION AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEET



|                                                |  | September 30, 2003 |            
|----------------------------------------------- |  | ------------------ | -----------
|                                                |  | (UNAUDITED)        |            
|ASSETS                                          |  |                    |            
|Current Assets                                  |  |                    |            
|Cash                                            |  | $                  | 813,367    
|Inventory net                                   |  |                    | 245,764    
|Prepaid consulting fees                         |  |                    | 981,000    
|Other current assets                            |  |                    | 266,607    
|                                                |  |                    |            
|Total current assets                            |  |                    | 2,306,738  
|                                                | 
|Non current portion of prepaid consulting fees  |  |                    | 654,000    
|Other non current assets                        |  |                    | 51,433     
|                                                |  |                    |            
|Total assets                                    |  | $                  | 3,012,171  
|                                                |  |                    |            
|                                                | 
|LIABILITIES AND STOCKHOLDERS EQUITY            |  |                    |            
|Current liabilities                             |  |                    |            
|Accounts payable                                |  | $                  | 381,670    
|Accrued liabilities                             |  |                    | 299,064    
|                                                |  |                    |            
|Total current liabilities                       |  |                    | 680,734    
|                                                |  |                    |            
|Non current portion of capital lease obligation |  |                    | 17,420     
|                                                |  |                    |            
|Total liabilities                               |  |                    | 698,154    
|                                                | 
|Stockholders equity                            |  |                    |            
|Common stock                                    |  |                    | 10,708     
|Additional paid in capital                      |  |                    | 37,741,390 
|Deferred stock compensation                     |  |                    | (962,708   
|Accumulated deficit                             |  |                    | (34,475,373
|                                                |  |                    |            
|Total stockholders equity                      |  |                    | 2,314,017  
|                                                |  |                    |            
|Total liabilities and stockholders equity      |  | $                  | 3,012,171  
|                                                |  |                    |            



See
accompanying notes to financial statements.



1



---

##### Table of Contents

LIQUIDGOLF HOLDING CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS



|                                           |  | Three months ended September 30, |           |   | Nine months ended September 30, |         
|------------------------------------------ |  | -------------------------------- | --------- | - | ------------------------------- | --------
|                                           |  | 2003                             |           |   | 2002                            |         
|                                           |  | (UNAUDITED)                      |           |   | (UNAUDITED)                     |         
|Net sales                                  |  | $                                | 239,042   |   |                                 | 191,829 
|Cost of sales                              |  |                                  | 199,766   |   |                                 | 137,298 
|                                           |  |                                  |           |   |                                 |         
|Gross profit                               |  |                                  | 39,276    |   |                                 | 54,531  
|Sales and marketing                        |  |                                  | 12,952    |   |                                 | 5,104   
|General and administrative                 |  |                                  | 657,554   |   |                                 | 277,998 
|Technology and content                     |  |                                  | 15,003    |   |                                 | 14,997  
|Depreciation and amortization              |  |                                  | 3,823     |   |                                 | 26,133  
|Loss on disposal of property and equipment |  |                                  | 0         |   |                                 | 56,152  
|                                           |  |                                  |           |   |                                 |         
|Operating (loss)                           |  |                                  | (650,056  | ) |                                 | (325,853
|Interest expense, net                      |  |                                  | 3,559     |   |                                 | 71,198  
|                                           |  |                                  |           |   |                                 |         
|Loss before income taxes                   |  |                                  | (653,615  | ) |                                 | (397,051
|Income tax expense                         |  |                                  | 0         |   |                                 | 0       
|                                           |  |                                  |           |   |                                 |         
|Net (loss)                                 |  | $                                | (653,615  | ) |                                 | (397,051
|                                           |  |                                  |           |   |                                 |         
|Basic loss per common share                |  | $                                | (0.08     | ) |                                 | (2.84   
|                                           |  |                                  |           |   |                                 |         
|Weighted average common shares outstanding |  |                                  | 8,599,256 |   |                                 | 139,947 
|                                           |  |                                  |           |   |                                 |         



See:
accompanying notes to financial statements.



2



---

##### Table of Contents

LIQUIDGOLF HOLDING CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                           |  | Nine months ended September 30, |           
|-------------------------------------------------------------------------- |  | ------------------------------- | ----------
|                                                                           |  | 2003                            |           
|                                                                           |  | (UNAUDITED)                     |           
|Cash Flows from Operating Activities:                                      |  |                                 |           
|Net loss                                                                   |  | $                               | (1,210,946
|Adjustments to reconcile net loss to net cash used in operating activities |  |                                 |           
|Issuance of common stock in settlement of litigation                       |  |                                 |          
|Amortization of employee stock-based compensation                          |  |                                 | 172,292   
|Amortization of prepaid consulting fees                                    |  |                                 | 327,000   
|Depreciation and Amortization                                              |  |                                 | 10,744    
|Loss on disposal of property & equipment                                   |  |                                 |          
|Changes in operating assets and liabilities                                |  |                                 |           
|(Increase) decrease in inventory                                           |  |                                 | (62,338   
|(Increase) decrease in other current assets                                |  |                                 | 6,035     
|Decrease in other assets                                                   |  |                                 |          
|Increase (decrease) in accounts payable                                    |  |                                 | 78,147    
|Increase in accrued liabilities                                            |  |                                 | 25,773    
|                                                                           |  |                                 |           
|Net cash used in operating activities                                      |  |                                 | (653,293  
|                                                                           |  |                                 |           
|Cash Flows from Investing Activities:                                      |  |                                 |           
|Purchase of property and equipment                                         |  |                                 | (12,664   
|Proceeds from sale of property and equipment                               |  |                                 |          
|                                                                           |  |                                 |           
|Net cash used in investing activities                                      |  |                                 | (12,664   
|                                                                           |  |                                 |           
|Cash Flows from Financing Activities:                                      |  |                                 |           
|Proceeds from issuance of notes payable                                    |  |                                 | 805,310   
|Payments on notes payable                                                  |  |                                 | (120,910  
|Payments on capital lease                                                  |  |                                 | (7,568    
|Fees paid to issue convertible debt                                        |  |                                 | (63,650   
|Fees paid in exercise of warrants                                          |  |                                 | (40,200   
|Payment of fractional merger shares                                        |  |                                 | (167      
|Redemption of preferred stock                                              |  |                                 | (69,375   
|Collection of stock subscription receivable                                |  |                                 | 50,000    
|Proceeds from sale of common stock                                         |  |                                 | 787,000   
|                                                                           |  |                                 |           
|Net cash provided by financing activities                                  |  |                                 | 1,340,440 
|                                                                           |  |                                 |           
|Net increase (decrease) in cash                                            |  |                                 | 674,483   
|Cash, beginning of period                                                  |  |                                 | 138,884   
|                                                                           |  |                                 |           
|Cash, end of period                                                        |  | $                               | 813,367   
|                                                                           |  |                                 |           
|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    
|                                                                           |  |                                 |           
|Issuance of common stock in conversion of debt                             |  | $                               | 744,505   
|                                                                           |  |                                 |           
|Issuance of common stock for investment banking agreement                  |  | $                               | 1,962,000 
|                                                                           |  |                                 |           
|Issuance of common stock in restricted stock grant                         |  | $                               | 1,135,000 
|                                                                           |  |                                 |           



See
accompanying notes to financial statements



3



---

##### Table of Contents

LIQUIDGOLF HOLDING CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

SEPTEMBER 30, 2003 AND 2002



|(1) | ORGANIZATION
|--- | ------------



Formerly Nomadic Collaboration International, Inc. LiquidGolf Holding Corporation (collectively the Company) 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:l 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 September 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 Corporation). Pursuant to the Merger Agreement, the Company agreed, among other things, to: (i) merge Acquisition Sub into LiquidGolf Corporation with LiquidGolf Corporation the surviving corporation; (ii)
exchange one share of the Companys Common Stock for every three shares of LiquidGolf Corporation common stock held by the LiquidGolf Corporation stockholders (with fractional shares paid in cash at $2.00 per share); (iii) convert, on a
one-for-one basis, warrants to purchase LiquidGolf Corporation 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 Corporation, which thereby became 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 Corporation, which was incorporated on February 16, 1999. For accounting purposes, LiquidGolf
Corporation 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



4



---

##### Table of Contents

|(1) | ORGANIZATION (continued)
|--- | ------------------------



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.



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 Notes) at a minimum investment increment of $1,000), for a maximum aggregate
principal investment amount of $750,000. The Notes 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 are convertible, at the option of the Company, into units (the
Units), by dividing the total amount of principal plus accrued but unpaid interest of the Notes by the conversion price of $1.00. Each Unit shall consist of one (1) share of common stock, par value $.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 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 41 notes totaling $732,500 and incurred interest expense of $12,005. The Company converted these notes into shares of the Companys common stock on July 23, 2003.



LiquidGolf Corporation (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.



On September 29, 2003 the Company completed
a re-incorporation merger into a Delaware Corporation thus changing the state of incorporation from Nevada to Delaware. There were no accounting implications to this transaction.



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.



5



---

##### Table of Contents

|(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.



| | 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. Costs are expensed at the time the advertisement takes place. Advertising expense 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. Website design cost is included in technology and content 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



6



---

##### Table of Contents

|(2) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|--- | ------------------------------------------------------



| | Stock -Based Compensation (continued)
| | -------------------------------------



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.



| | Concentration of Risk
| | ---------------------



Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and short-term investments. Cash
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.



7



---

##### Table of Contents

|(2) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|--- | ------------------------------------------------------



| | Recent Pronouncements (continued)
| | ---------------------------------



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.



Management
believes that the adoption of this statement will have no 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 nine months ended September 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
September 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 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. LiquidGolf has experienced
net losses since February 16, 1999 (date of inception), which losses have caused an accumulated deficit of $34,475,373 as of September 30, 2003. This factor, among others, raises substantial doubt about the Companys ability to continue as a
going concern.



On February 28, 2002, LiquidGolf 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, LiquidGolf 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, LiquidGolf was able to secure conversion from debt to equity the



8



---

##### Table of Contents

|(3) | BASIS OF PRESENTATION (continued)
|--- | ---------------------------------



amounts owed to unsecured note holders. As of December 31, 2002, LiquidGolf had successfully converted all of its notes payable to common stock.



As a result of these developments, LiquidGolf 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 LiquidGolf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 operation 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) | SERIES B REDEEMABLE PREFERRED STOCK
|--- | -----------------------------------



During July 1999, LiquidGolf 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 LiquidGolf 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



9



---

##### Table of Contents

| | (4) | SERIES B REDEEMABLE PREFERRED STOCK (continued)
| | --- | -----------------------------------------------



member of the Board of 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 LiquidGolf to redeem their shares after November 5, 2002 at 150% of its stated value of $2 per share. If LiquidGolf does not have sufficient funds to redeem all of the shares for which
redemption has been requested, LiquidGolf 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, LiquidGolf had received
redemption request by Series B stockholders totaling 23,125 shares. The cost of the redemption was $69,375. On May 30, 2003 LiquidGolf 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.



|(5) | STOCKHOLDERS EQUITY
|--- | --------------------



| | 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.



In September of 2003, the Company issued 1,800,000 shares of its common stock in connection with an investment banking commitment as required by the
merger agreement 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 is two years and the compensation is 1,800,000 shares of common stock. The expenses associated with this agreement will be recognized ratably over the two year term.



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 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 July 23, 2003 the Company issued 744,505 shares of common stock and warrants for
744,505 shares of common stock in connection with the conversion.



The following is a summary of changes in stockholders equity from December 31, 2002 through September 30, 2003. Amounts have been adjusted to reflect the impact of a 150 to reverse stock split.



10



---

##### Table of Contents

|(5) | STOCKHOLDERS EQUITY (continued)
|--- | --------------------------------



|                                                                           |  | Preferred stock |   |  | Common stock |   |  | Stocksubscription receivable |   |  | Additionalpaid-in capital |   |  | Deferredstock-basedemployee compensation |   |  | Accumulated deficit |   |  | Total      |  
|-------------------------------------------------------------------------- |  | --------------- | - |  | ------------ | - |  | ---------------------------- | - |  | ------------------------- | - |  | ---------------------------------------- | - |  | ------------------- | - |  | ---------- | -
|                                                                           |  | Shares          |   |  | Amount       |   |  | Shares                       |   |  | Amount                    |   |  |                                          |   |  |                    
|Balance, December 31, 2002                                                 |  | 418,238         |   |  | 42           |   |  | 15,264,627                   |   |  | 1,725                     |   |  | (50,000                                  | ) |  | 17,911,685          |   |  | 0          |  
|Proceeds from stock subscription receivable                                |  |                 |   |  |              |   |  |                              |   |  |                           |   |  | 50,000                                   |   |  |                     |   |  |            |  
|Preferred Series B Stock loss of redemption rights                         |  | 1,886,968       |   |  | 189          |   |  |                              |   |  |                           |   |  |                                          |   |  | 14,923,581          |   |  |            |  
|Preferred Series B redeemed                                                |  | (23,125         | ) |  | (2           | ) |  |                              |   |  |                           |   |  |                                          |   |  | (69,373             | ) |  |            |  
|Convert preferred stock to common stock                                    |  | (2,282,081      | ) |  | (229         | ) |  | 2,282,081                    |   |  | 229                       |   |  |                                          |   |  |                     |   |  |            |  
|Issuance of common stock as a result of the merger                         |  |                 |   |  |              |   |  | 5,776,457                    |   |  | 5,776                     |   |  |                                          |   |  | (5,776              | ) |  |            |  
|Payment of fractional shares as a result of the merger stock exchange rate |  |                 |   |  |              |   |  |                              |   |  |                           |   |  |                                          |   |  | (167                | ) |  |            |  
|Recapitalization of LiquidGolf Corporation common stock                    |  |                 |   |  |              |   |  | (17,330,006                  | ) |  | (1,734                    | ) |  |                                          |   |  | 1,734               |   |  |            |  
|Issuance of employee restricted stock                                      |  |                 |   |  |              |   |  | 1,135,000                    |   |  | 1,135                     |   |  |                                          |   |  | 1,133,865           |   |  | (1,135,000 | )
|Cost incurred in conjunction with the sale of convertible notes payable    |  |                 |   |  |              |   |  |                              |   |  |                           |   |  |                                          |   |  | (63,650             | ) |  |            |  
|Amortization of deferred stock based compensation                          |  |                 |   |  |              |   |  |                              |   |  |                           |   |  |                                          |   |  |                     |   |  | 172,292    |  
|Issuance of common stock in settlement of liability                        |  |                 |   |  |              |   |  | 11,667                       |   |  | 12                        |   |  |                                          |   |  | 87,136              |   |  |            |  
|Issuance of common stock per advertising agreement                         |  |                 |   |  |              |   |  | 200,000                      |   |  | 200                       |   |  |                                          |   |  | 217,800             |   |  |            |  
|Convert note payable to common stock                                       |  |                 |   |  |              |   |  | 744,505                      |   |  | 745                       |   |  |                                          |   |  | 743,760             |   |  |            |  
|Issuance of common stock per endorsement agreements                        |  |                 |   |  |              |   |  | 154,615                      |   |  | 155                       |   |  |                                          |   |  | 154,460             |   |  |            |  
|Issuance of common stock in investment banking agreement                   |  |                 |   |  |              |   |  | 1,800,000                    |   |  | 1,800                     |   |  |                                          |   |  | 1,960,200           |   |  |            |  
|Warrants for common stock exercised at $1.00                               |  |                 |   |  |              |   |  | 463,000                      |   |  | 463                       |   |  |                                          |   |  | 462,537             |   |  |            |  
|Warrants for common stock exercised at $1.60                               |  |                 |   |  |              |   |  | 202,500                      |   |  | 202                       |   |  |                                          |   |  | 323,798             |   |  |            |  
|Cost incurred in conjunction with the exercise of warrants                 |  |                 |   |  |              |   |  |                              |   |  |                           |   |  |                                          |   |  | (40,200             | ) |  |            |  
|Net loss as of Sept 30 2003                                                |  |                 |   |  |              |   |  |                              |   |  |                           |   |  |                                          |   |  |                     |   |  |            |  
|                                                                           |  |                 |   |  |              |   |  |                              |   |  |                           |   |  |                                          |   |  |                     |   |  |            |  
|Balance, Sept 30, 2003                                                     |  | 0               |   |  | 0            |   |  | 10,704,446                   |   |  | 10,708                    |   |  | 0                                        |   |  | 37,741,390          |   |  | (962,708   | )
|                                                                           |  |                 |   |  |              |   |  |                              |   |  |                           |   |  |                                          |   |  |                     |   |  |            |  



11



---

##### Table of Contents

|(5) | STOCKHOLDERS EQUITY (continued)
|--- | --------------------------------



| | 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 August of 2003, the Company issued to the holders of these expired warrants, fully vested warrants to purchase 952,500 shares of common stock. The warrants have an exercise price of $1.60, are exercisable
at issuance and expire on September 12, 2003. As of September 12, 2003, 202,500 shares were sold in connection with these warrants for net proceeds of $308,800.



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 $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 September of 2003, 63,000 shares
were sold under the Class A warrant. In addition 160,000 Class A warrant shares and 160,000 Class B warrant shares were surrendered for a warrant to purchase 400,000 shares of common stock at an exercise price of $1.00 and was immediately exercised.
A total of 463,000 shares were sold for a net proceeds of $438,000.



In 2003 the Company, in connection with the merger, the Company issued warrants as described above in substantially the same terms. As of September 30, 2003 the number of warrants described above outstanding and exercisable are 2,282,000.



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



12



---

##### Table of Contents

|(5) | STOCKHOLDERS EQUITY (continued)
|--- | --------------------------------



| | Warrants for Common Stock (continued)
| | -------------------------------------



at $1.50 per share. The warrants have an 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 July 23, 2003 the Company issued 744,505 warrants for 744,505 shares of common stock in connection with the conversion.



As of September 30, 2003 the total warrants issued were 3,026,505.



LiquidGolf Holding Corporation

Warrants for Common Stock

As of
September 30, 2003



|     |  |                                                          |  | Warrant   |   |  | Exercise |       | Expiration |              | Net     
|---- |  | -------------------------------------------------------- |  | --------- | - |  | -------- | ----- | ---------- | ------------ | --------
|Year |  | Warrant Type                                             |  | Shares    |   |  | Price    |       | Date       |              | Proceeds
|2000 |  | Investors services warrants                              |  | 37,500    |   |  | $        | 8.00  |            | March-05     |         
|     |  | Investors services warrants                              |  | 31,250    |   |  |          | 12.00 |            | March-05     |         
|     |  | Investors services warrants                              |  | 31,250    |   |  |          | 16.00 |            | March-05     |         
|     |  |                                                          |  |           |   |  |          |       |            |              |         
|     |  | Total investor services                                  |  | 100,000   |   |  |          |       |            |              |         
|     |  | Consulting Services warrants                             |  | 25,000    |   |  |          | 8.00  |            | June-05      |         
|     |  |                                                          |  |           |  
|     |  | Notes payable warrants                                   |  | 381,000   |   |  |          | 4.00  |            | August-03    |         
|2003 |  | Notes payable warrants expired                           |  | (381,000  | ) |  |          |       |            |              |         
|     |  |                                                          |  |           |   |  |          |       |            |              |         
|     |  | Total 2000 warrants outstanding                          |  | 125,000   |   |  |          |       |            |              |         
|     |  |                                                          |  |           |  
|2001 |  | Notes payable warrants                                   |  | 100,000   |   |  |          | 1.00  |            | December-03  |         
|     |  |                                                          |  |           |  
|2002 |  | Class A Warrants                                         |  | 1,220,000 |   |  |          | 1.00  |            | May-07       |         
|2003 |  | Class A Warrants cancelled                               |  | (160,000  | ) |  |          |       |            |              |         
|2003 |  | Class A Warrants exercised                               |  | (63,000   | ) |  |          | 1.00  |            |              |         
|     |  |                                                          |  |           |   |  |          |       |            |              |         
|     |  | Total Class A Warrants outstanding                       |  | 997,000   |   |  |          |       |            |              |         
|     |  |                                                          |  |           |  
|2002 |  | Class B Warrants                                         |  | 1,220,000 |   |  |          | 1.50  |            | May-07       |         
|     |  | Class B Warrants cancelled                               |  | (160,000  | ) |  |          |       |            |              |         
|     |  |                                                          |  |           |   |  |          |       |            |              |         
|     |  | Total Class B Warrants outstanding                       |  | 1,060,000 |   |  |          |       |            |              |         
|     |  |                                                          |  |           |  
|2003 |  | Notes payable warrants                                   |  | 952,500   |   |  |          | 1.60  |            | September-03 |         
|     |  | Notes payable warrants exercised                         |  | (202,500  | ) |  |          |       |            |              |         
|     |  | Notes payable warrants expired                           |  | (750,000  | ) |  |          |       |            |              |         
|     |  | Total Notes payable warrants outstanding                 |  |          |   |  |          |       |            |              |         
|     |  |                                                          |  |           |  
|     |  | Convertible Notes Payable warrants                       |  | 744,505   |   |  |          | 1.50  |            | June-03      |         
|     |  |                                                          |  |           |  
|     |  | Warrants issued for cancelled warrants                   |  | 400,000   |   |  |          | 1.00  |            | September-03 |         
|     |  | Warrants issued for cancelled warrants exercised         |  | (400,000  | ) |  |          |       |            |              |         
|     |  |                                                          |  |           |   |  |          |       |            |              |         
|     |  | Total warrants issued for cancelled warrants outstanding |  |          |   |  |          |       |            |              |         
|     |  | Total Warrants outstanding                               |  | 3,026,505 |   |  |          |       |            |              |         
|     |  |                                                          |  |           |   |  |          |       |            |              |         
|     |  | Total proceeds from warrants exercised                   |  |           |   |  |          |       |            |              |         
|     |  |                                                          |  |           |   |  |          |       |            |              |         



13



---

##### Table of Contents

|(5) | STOCKHOLDERS EQUITY (continued)
|--- | --------------------------------



| | Preferred Stock
| | ---------------



On June 2, 1999, the Board of Directors designated 1,700,000 shares of $.0001 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.



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. 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 September 30, 2003 the Company had redeemed all
23,125 shares.



14



---

##### Table of Contents

|(6) | STOCK BASED COMPENSATION
|--- | ------------------------



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



On June 10, 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 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 during the
term of the 2003 Plan shall be equal to 1,500,000 shares. Shares with respect to which awards previously granted thereunder that are forfeited or cancelled or terminated are returned to the plan and may be reissued. As of September 30, 2003,
1,135,000 shares have been issued under this Plan.



|(7) | EMPLOYMENT AGREEMENT
|--- | --------------------



On May 29, 2003 the Company entered into an employment agreement with its Chief Executive Officer. The agreement commenced on May 29, 2003 and expires on
December 31, 2005 but shall be automatically extended for two additional years unless written notice is given by either party 90 days prior to expiration. The agreement includes the payment of a base salary of $90,000, an incentive compensation
bonus equal to 100% of the base salary, based on revenue growth targets, 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. The cost of these shares is being amortized ratably over the twenty month employment agreement.



|(8) | 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 August 13, 2003, the Company entered in to a non-binding Letter of intent to acquire Best Value Golf Inc., the parent company of Golfgods.com., the
closing of this transaction is dependent upon a number of conditions including, but not limited to, satisfactory results of the Companys due diligence investigation.



15



---

##### Table of Contents

|(8) | OTHER MATTERS (continued)
|--- | -------------------------



The Company has issued two separate Letters of Credit in favor of two separate suppliers in a total amount of $35,000. These Letters of Credit have an
open term and can be cancelled by the company with notice and with full payment to the suppliers. These Letters of Credit are collateralized by certificates of deposits that are accounted for as other current assets in the Consolidated Balance
Sheet.



16



---

##### Table of Contents

|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. Our 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. We own and operate www.liquidgolf.com through
which we sell golf equipment, accessories and apparel to consumers. We provide technology and fulfillment operations to golf e-tailers, as well as operating one of the leading online golf communities. Our 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.



We offer a wide selection of golf related products through our single brick and mortar retail location and our website. 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 currently 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.



17



---

##### Table of Contents

RESULTS OF THE OPERATIONS



We are in the early stages 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 SEPTEMBER 30, 2003 COMPARED TO THE THREE
MONTHS ENDED SEPTEMBER 30, 2002



Net Sales. Net sales increased by
approximately $47,000 or 24%, to $239,042 in 2003 from $191,829 in 2002. In 2002, the net sales included a one time adjustment of approximately $76,000. Without this one time adjustment net sales increased approximately $123,000 in 2003 from 2002 or
a 106% increase. In July of 2003 the Company entered in to an agreement to manage the web site GolfWarehouse.com that is owned by RG Golf Inc., a company that the Company has signed a non binding letter of intent to acquire. As a result of the web
site management the Company has realized an increase in net sales of approximately $80,000 in 2003.



Gross Profit. Gross profit decreased approximately $15,000 or 28% to 39,276 in 2003 from $54,531 in 2002. In 2002, gross profit included a one time adjustment of approximately $18,000 without this one time adjustment
gross profit increased approximately $3,000 in 2003 from 2002 or an 8% increase.



Selling, General and Administrative. Selling, General and Administrative Expenses increased approximately $387,000 or 137% to $670,506 in 2003 from $283,102 in 2002. This increase in 2003 is due to a $327,000 non cash expense for the
amortization of a prepaid expense recorded in conjunction with an investment banking commitment retaining PanAmerica Capital Group, Inc. to assist the Company in all financial activities of the Company. The compensation was 1,800,000 shares of
common stock and the remaining term of the agreement is twenty months. The additional increase in 2003 is due a $130,625 non cash expense for the amortization of deferred stock compensation.



Interest Expense, Net. Interest expense, net decreased by $67,639, or 95%, to $3,559 in 2003
from $71,198 in 2002. This decrease reflected the conversion of certain notes payable to common stock during 2002.



NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002.



Net Sales. Net sales decreased by approximately $72,000 or 13%, to $490,497 in 2003 from
$563,350 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 $72,000 or
13%, we: realized a less than corresponding decrease in gross profit. Gross profit decreased approximately $4,700 or 6%, to $69,940 in 2003 from $74,732 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 nine months ended September 30, 2002.



Selling, General and Administrative. Selling, General and Administrative expenses decreased $24,454 or 2% to $1,201,144 in 2003 from $1,225,598 in 2002. In 2003, a
$327,000 non cash expense was recorded for the amortization of a prepaid expense recorded in connection with an investment banking commitment retaining PanAmerica Capital Group, Inc. to assist the Company in all financial activities of the Company.



18



---

##### Table of Contents

The compensation was 1,800,000 shares of common stock and the remaining term of the agreement is twenty months. In 2003, we received a one time reduction in
professional fees that reduced expenses by approximately $157,000. In 2002 these expenses included approximately $465,000 in settlement costs, and fees to settle two lawsuits. The additional increase in 2003 is due to a $172,292 non cash expense for
the amortization of deferred stock compensation.



Interest Expense, Net.
Interest expense, net decreased by $97,103, or 89%, to $12,070 in 2003 from $109,173 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 $337,454 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.



LIQUIDITY AND CAPITAL RESOURCES



We had cash balances totaling $813,367 at September 30, 2003. Our principal sources of funds have been cash generated from financing activities.



We believe that we will not require any additional funds to fund our currently anticipated
requirements for ongoing operations and budgeted capital expenditures for our existing business for the next eight-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 neither significant liquidity nor
cash flow from our current operations. We frequently change our pricing structure to take into account our customers 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 flows from
financing activities. Net cash provided by financing activities was generated from the exercising of warrants to purchase our common stock. The Company sold 665,500 shares of common stock under various warrants for a net amount received of $746,800.
Proceeds from these sales will be primarily used as working capital.



VARIABLES AND TRENDS



We anticipate
experiencing greater sales in the third and fourth 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 fourth quarter. The third and fourth 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 fourth 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 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
sites and single store, we have no operating history with respect to our plans for the expansion of our business to multiple



19



---

##### Table of Contents

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:



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



The Company has limited
funds, and such funds may not be adequate to take advantage of any available business or acquisition opportunities. Even if the Companys currently available funds prove to be sufficient to pay for its operations until May of 2004, 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.



20



---

##### Table of Contents

|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 September 30, 2003. Based on this evaluation, our
Chief Executive Officer and Chief Financial Officer have 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.



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 LiquidGolf has settled the lawsuit: Porzio v. LiquidGolf Corporation, Case No. CI0-00-5185 in the Circuit Court in Orange County, Florida (the
Lawsuit) for the amount of $40,000. The amount of the settlement was accounted for in other current liabilities on the Consolidated Balance Sheet at September 30, 2003. Additionally the settlement had no impact on the operating results
for the nine months ended September 30, 2003.



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). As of November 14, 2003, the Company has sold 41 notes, received $732,500 in gross cash proceeds, and has incurred interest expense of $12,005. 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 were 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 common stock at a purchase price of $1.50. In July of 2003, the company notified the holders of the Notes of the Companys intent to exercise its option to convert the Notes. As of July 23, 2003, the Company
has issued 744,505 shares of common stock and warrants representing an additional 744,505 shares of common stock in connection with the conversion.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In September of 2003, the Company sold 665,500 shares of common stock for net proceeds of $746,800. These shares were sold
as a result of certain warrant holders exercising warrants to purchase the Companys common stock, including 463,000 and 202,500 warrants for an exercise price of $1.00 and $1.60 respectively.



21



---

##### Table of Contents

|(d) | Not Applicable
|--- | --------------



|ITEM | 3. DEFAULTS UPON SENIOR SECURITIES
|---- | ----------------------------------



Not Applicable



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



On August 13, 2003, the Company held its annual meeting of shareholders at which time the shareholders: (i) elected Dwain Brannon, Dwight Day and Skip McElvery as
directors to hold office until the election of their successors; (ii) ratified the Companys selection and appointment of Tedder, James, Worden & Associates, P.A. as independent auditors for 2003; (iii) approved the 2003 Restricted Stock
Plan; and (iv) approved the re-incorporation merger of the Company into a Delaware corporation for the purpose of changing the jurisdiction of incorporation of the Company to Delaware. The director nominees who received shareholder approval accepted
the invitation to succeed directors on September 4, 2003. The following table indicates the voting tabulations of the shareholders present in person or by proxy at the 2003 annual meeting of shareholders:



|                                                        |  | For       |  | Against |  | Withheld
|------------------------------------------------------- |  | --------- |  | ------- |  | --------
|Election of Dwain Brannon                               |  | 3,196,202 |  |         |  | 2,186   
|Election of Dwight Day                                  |  | 3,196,826 |  |         |  | 1,562   
|Election of Skip McElvery                               |  | 3,160,813 |  |         |  | 37,575  
|Appointment of Tedder, James, Worden & Associates, P.A. |  | 3,145,214 |  | 52,234  |  | 937     
|2003 Restricted Stock Plan                              |  | 2,731,463 |  | 457,287 |  | 9,638   
|Re-incorporation merger into a Delaware corporation     |  | 3,185,229 |  | 1,562   |  | 11,597  



|ITEM | 5. OTHER INFORMATION
|---- | --------------------



Not Applicable



|ITEM | 6 EXHIBITS AND REPORTS ON FORM 8-K
|---- | ----------------------------------



|(a) | Exhibits
|--- | --------



|ExhibitNumber |  | Description of Documents                                                                                                                       
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|              | 
|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 the 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



22



---

##### Table of Contents

|     | 
|---- | 
|32.2 | 



|(b) | Reports on Form 8-K
|--- | -------------------



On July 8, 2003, the Company filed a Current Report on Form 8-K, which announced the Companys execution of a non-binding letter of intent to acquire
RG Golf, Inc., the parent company of GolfWarehouse.com.



On
August 26, 2003, the Company filed a Current Report on Form 8-K, which announced the Companys execution of a non-binding letter of intent to acquire Value Golf, Inc., the parent company of GolfGods.com.



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: November 14, 2003 |  |  |  | LiquidGolf Holding Corporation
|----------------------- |  |  |  | ------------------------------
|                        |  |  | 
|                        |  |  |  |                               
|                        |  |  |  |                               



23