UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ____________________________________________________
  FORM
10-K
 
 (Mark
One)
 x
                ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
The Fiscal Year Ended December 31, 2008
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  Commission
File No.  3330-153699
 
 FEEL
      GOLF CO., INC.(Exact
      name of issuer as specified in its charter)California
                77-0532590(State
      or other jurisdiction of incorporation or organization)
                (I.R.S.  Employer
      Identification No.)1354-T
      Dayton St.
                  Salinas,
      CA
                93901(Address
      of principal executive offices)
                (Zip
      Code)Registrant’s
      telephone number, including area code: (847)
      565-9732
  Securities
      registered under Section 12(b) of the Exchange Act:
                None.Securities
      registered under Section 12(g) of the Exchange Act:
                Common
      stock, par value $0.001 per share.(Title
      of class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.       
Yes o    No x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes o     No x
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K.   x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
                o
                
                Accelerated
      filer
                oNon-accelerated
      filer
                  (Do
      not check if a smaller reporting company)
                o
                
                Smaller
      reporting company
                x
  
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o   No
x
 
 As of the
last business day of the registrant’s most recently completed second fiscal
quarter, there was no public trading market for our common stock.
 
 As of
April 23, 2009, the registrant had 15,845,575 shares issued and outstanding,
respectively.
 
 Documents Incorporated by
Reference:
 None.
 
 
 
 
 
 
 
  TABLE
OF CONTENTS
  PART IITEM
      1.
                    DESCRIPTION OF
    BUSINESS
                    1ITEM
      2.
                    PROPERTIES
                    5ITEM
      3.
                    LEGAL PROCEEDINGS
                    5ITEM
      4.
                    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                    5PART
      IIITEM
      5.
                    MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
                    5ITEM
      6.
                    SELECTED FINANCIAL
    DATA
                    6ITEM
      7.
                    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS
                    6ITEM
      7A.
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK
                    13ITEM
      8.
                    FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
                    F-1ITEM
      9.
                    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE
                    14ITEM
      9A.
                    CONTROLS AND
    PROCEDURES
                    14PART
      IIIITEM
      10.
                    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
                    15ITEM
      11.
                    EXECUTIVE
COMPENSATION
                    17ITEM
      12.
                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
      AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
                    18ITEM
      13.
                    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE
                    18ITEM
      14.
                    PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
                    19PART
      IVITEM
      15.
                    EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
                    20SIGNATURES
   
 
  
  PART
I
 Item
1.         Description of Our
Business
 
 We were
incorporated on February 14, 2000 in the State of California. From 2000 to 2008,
we operated as a private business and focused on developing products both in the
golf club (equipment) and golf grip (accessory) categories. Research and
Development costs were accounted for under our general selling and
administrative costs (“GS&A”) during this time. Our annual revenues have
historically ranged between approximately $500,000 and $1 million, and resulted
in significant operating losses requiring additional capital from our officers
and directors and additional private individual shareholders, with total
investment and loans to date, of approximately $4 million.
 
 We  produce
golf clubs including drivers, irons and wedges - with varying degrees of
loft (angle of attack to the horizontal plane) ranging from 9° to 73° in several
distinct color finishes: Satin, Gun Metal and Designer (Colors of Red, Black,
Bronze, Blue, Green & Yellow). Wedges are golf clubs used primarily for
approach shots generally from 150 yards and closer.  Our wedges carry
different degrees of loft (46°, 52° 56°, 60°, 64° & 73°) designed to be
used for varying distances and different lies (e.g.: deep rough, sand, tight
lies, etc.).
 
 Our
wedges are pressure cast and made of a blend of soft metals providing what we
believe to be a lower drag-coefficient thereby improving a golfer’s ability for
more accurate shots.  Manufacturing and assembly technologies assure
that each wedge has the same Kick Point, Balance Point, Swing Weight, Total
Weight, Length, Frequency and Feel. Our golf clubs and golf grips conform to the
rules of golf as set out by the United States Golf Association (USGA) and The
Royal and Ancient Golf Club (R&A).  The following sets forth an
explanation of certain golf terms we use to describe our products:
 
 ·          
Kick Point, also called flex point or bend point, is the point along a shaft's
length at which it exhibits the greatest amount of bend when the tip is pulled
down.
 
 ·           Balance
Pointis the point
at which a golf shaft achieves equilibrium; the point at which a shaft’s weight
is evenly distributed in both directions when rested on a single fulcrum
point.
 
 ·           Swing weight
is a measurement that describes how the weight of a club feels when the club is being
swung.
 
 ·           Total
Weight is the total weight of a golf club including the head, shaft and
grip.
 
 ·           Length
is the overall length of a golf club.
  ·           Frequency
is the process of ensuring that the shaft vibrations of all clubs in a given set
of clubs, match in frequency when struck, so that the feel is the same for each
club.
 
 ·           Feel
is the sensation of, or level sensitivity for, playing shots in golf. Especially
with respect to short game shots including putting.
  In late
2004, we introduced to the market a reverse-taper golf grip named the Full
ReleaseTM
Performance grip. A “reverse taper” golf grip is simply a golf grip whose taper
is the opposite (or reversed) of the industry standard golf grips used today.
Specifically, a reverse taper golf grip is smaller in diameter at the butt end
of a golf grip and gets larger in diameter towards the shaft end – the opposite
of today’s standard golf grips. We believe the reverse taper golf grip is more
ergonomically designed to better fit the fingers of a golfer’s hand promoting
more of a full release swing - the act of freely returning the club head
squarely to the ball at impact producing a powerful golf shot. In 2005, the Full
ReleaseTM
Performance Grip was named “Top Discovery” at the International PGA Show in
Orlando, FL, and was endorsed by the United States Schools of Golf (USSOG) in
July 2007, as their “Official Golf Grip.” We believe the USSOG represents over
60 teaching facilities throughout the country. We offer two reverse taper golf
grips: 1) The Full ReleaseTM Performance golf grip; and 2) The Pro ReleaseTM
Performance golf grip and we offer a number of different styles and colors for
these golf grips.
  The base
manufacturing of all components including club heads, shafts and grips is
currently outsourced. Final assembly and shipping is handled in our corporate
headquarters based in Salinas, CA, utilizing PGA members trained in the art of
club making. Manufacturing assembly techniques are used for compliance with our
design and quality control requirements.
 We sell
our golf clubs and grips to U.S. and international distributors, wholesalers,
and retailers, including retail sales on our website. We have established
international distribution channels through 30 countries covering the UK, most
of Europe, Canada, Australia, Asian Pacific Rim countries, parts of Western Asia
and South Africa. With respect to the domestic distribution, we have established
a sales staff at our Salinas, CA headquarters and currently have (six) 6
employees.
   1
  Marketing
  We
believe the Full ReleaseTM Performances grip’s game improvement characteristics
could be attractive to golfers of all skill levels. With our premium wholesale
price, the global grip market could represent a very significant opportunity
with even minor market share penetration - potentially representing
significant growth in total revenues.  With a marketing campaign that we
are ready to implement upon obtaining sufficient marketing capital, we
plan to advertise the benefits of our performance grips and build brand
awareness.  We believe our golf grips can either replace the market
and/or take a significant market share, similar to how Metal Woods, Graphite
Shafts, and/or Soft Spikes replaced their respective markets and/or garnered
significant market share.  However, there is no guarantee that we will
be able to raise the capital needed to implement its marketing
campaign.
  With
respect to U.S. domestic marketing, we have built relationships with several
major golf retail chains in the US including Golfsmith, Golf Galaxy, Edwin
Watts, Golfworks, Pro Golf and PGA Superstores that represent the majority of US
golf equipment sales. We believe that our largest single golf club and golf grip
customer base will be the major retail chains. With this opportunity clearly in
mind, we will initially concentrate efforts to maximize sales results via
marketing efforts geared to increase brand awareness and pre-sell the golfing
customer. While we expect considerable efforts to be directed at the major
retailers and cultivating new, retailing chains, there remains literally tens of
thousands of on course and off course pro shops, club makers and hobbyists for
us to market to.
 
 We
believe our established international distributor network also holds potential
for sales growth and through these distributors’ efforts, to grow our brand name
recognition around the world.  We plan to continue marketing directly
to the public through our website and with advertising programs designed to
direct potential customers either to the our on-line site or to our in-house
sales personnel. Significant marketing efforts will be directed to this in house
channel with most sales at retail pricing bringing considerably higher profit
margins than those realized via wholesale channels.
 
 Demand in
the golf industry is partially driven by strong marketing and public relations.
Likewise, successful product launches in golf are partially accomplished through
strategic marketing andstrong visibility on
the professional tours.  We intend to obtain endorsements of both PGA
Teaching Professionals and Tour players, once capitalized, to further validate
our products to golfers worldwide. To reach the mass market, we anticipate
frequently advertising The Full ReleaseTMPerformance grip’s
infomercial on The Golf
Channel in the US. This is a far-reaching media campaign, yet highly
targeted. We believe that a continuous TV Infomercial and TV Spot advertising
strategy is among the strongest product awareness builders that may generate
consumer, major chain golf retailer, golf pro shop, and catalog publishers’
interest.
 
 Additional
strategic advertising and promotion plans includes: industry endorsements,
company press releases, additional TV spots, major golf magazine print
ads,  media days for major magazine equipment writers sponsored by us,
weekly schedules with retailer demo days, enhanced and continual in-store
support programs, open-to-the-public as well as privately sponsored clinics, USA
and European PGA Tour staff presence, annual trade-shows, as well as a
continuous in-house production of articles and editorials, as contributing
writers, as offered by leading golf magazines.  Our product marketing
emphasizes our belief in the many ways in which our brand products are
performance enhancing. The products’ unique selling points include the
following:
 
 ▪We believe our
products include quality components, excellent design characteristics and
quality control assembly by PGA trained professionals in compliance with
exacting standards. We believe our patented and proprietary designs are
highlighted, including our golfclubs'
blend of hi-finishes that stand out among an otherwise dull product finish
industry. Our club line was originally designed & developed for Tour players
for their own personal use in competitive play.
  ▪Quality
manufacturing is a key component of our brand. Our clubs are neither
“customized” for Tour players nor “mass-produced” for the general public. We
believe this is a most important distinction that creates a category of
golf products that are made to exacting standards for high performance and
playability that is unique among the major club manufacturers.
 
 ▪We
believe our products’ high performance characteristics can have a profound
effect on a golfer’s ability to play a better, more consistent game of
golf.  With independent testing verification, our marketing emphasizes
that ourclubs
and grips provide golfers with better “feel” that allows for more distance,
improved accuracy and the ability for lower scores.
 
 ▪We
believe the Full ReleaseTM Performance Grip’s reverse taper design, our
multi-colored Designer Wedges, and the Gun Metal and Yellow Competitor irons
visually differentiate our products from those of its competitors, imparting the
perception of a high quality, high performance message at first
glance.
 
 ▪There
are numerous industry models of commodity class grips available, with MSRP
prices ranging from ~$2 to > $6 per grip. We believe our Full
ReleaseTMPerformancegrips are positioned as
a major advance in golf equipment technology. Therefore, our golf grip is
premium priced at a Manufacturer’s Suggested Retail Price (MSRP) of $10
each.
  ▪Industry
prices for golf wedges range from $25 to over $275 each.  Many well
known brands compete in the “professional grade” segment of the market and have
offerings around $125 (MSRP).  Ourwedges
are priced slightly higher (MSRP: $129 - $149) than many other brands, as we
believe our quality and recognized playability imparts a higher perceived value
to the customer.
   2
   At
present, we do not have sufficient capital to implement and support our planned
marketing campaign.  At such time as our shares are approved to trade
we intend to raise funds through a private or public offering to support all of
our five distinct sales channels: We estimate upwards of $3,000,000 in
capital will be required over the entire time period (18-24 months)
of  our marketing campaign to support these sales
channels.
 
 ▪Direct to Consumer:
We plan to use direct response marketing in advertisement and infomercials,
running primarily on The Golf
Channel, web sites and national print media. We plan to launch this part
of the marketing campaign at the very beginning of our marketing campaign and
run this throughout the entire campaign on a consistent basis.  The
cost to implement this will vary significantly depending upon the amount of
media “air” time that we buy and will be the most significant cost of the entire
marketing campaign.  Estimated cost could range from $250,000 to
$1.5 million over the course of our marketing campaign.
  ▪Wholesale
Distribution: We plan to employ a well-trained and efficient sales staff to sell
and provide ongoing marketing and in-store support to U.S. major golf retailers.
There are estimated to be more than 18,000 independent golf specialty stores in
the U.S. alone, and over eight major USA retail golf chains, currently with an
estimated 700 outlets and growing. Sales staff will be assigned to provide
ongoing service to the major retail outlets and larger independents. Our
customers also include specialty golf catalog retailers reaching well over 15
million US golfers annually. We plan to launch this part of the marketing
campaign during the first quarter of the marketing campaign implementation. We
have already identified a number of prospective support personnel to
hire once we have sufficient capital, contingent upon their availability.
The estimated costs range between $100,000 to 250,000 annually.
 
 ▪Internet
Sales: we plan to hire two (2) skilled employees whose duties will be to
aggressively market our line of products on the Internet at retail prices on our
website. We plan to launch this part of the marketing campaign during the first
quarter of implementation and running throughout the entire campaign for
approximately 36 months.  The estimated costs range between $50,000 -
125,000 annually.
 
 ▪International:
Our international sales alliances carry our clubs, grips and other products into
dozens of countries.  Prominent in the international arena is Asia,
where golf as a sport is rapidly growing and becoming a national pastime with
millions playing the game. We plan on hiring two (2) experienced golf industry
professionals to be responsible for continuous training to our distributors in
Asia and Europe. Our international distributors are responsible for their own
marketing expenditures, but we also plan to provide them with ongoing training
which we believe should expedite and expand their sales.  We
anticipate that with a greater world-wide acceptance of our products by Tour
players - will also facilitate globalization of the Feel Golf brand. We plan to
initiate this part of the marketing campaign during the second quarter of
implementation and run throughout the entire marketing
campaign.  Estimated costs range between $50,000 – 150,000
annually.
 
 ▪Call
Center and Inside Sales: We plan to assemble an effective in house telemarketing
sales force, which will sell direct to our consumers, handle both inbound and
outbound customer communications and sales, customer service, thus contributing
significantly to over-all profit and revenues. We have initiated a call center
at our corporate headquarters based in Salinas, CA, with two support
personnel.  We intend to ramp up the staff of the call center upon
available capital and will increase staff based upon availability of qualified
candidates throughout the marketing campaign.  Estimated costs range
between $50,000 - 250,000 annually.
 
 Competition
  The golf
equipment industry is competitive. We believe that our eight years of history is
a strong indicator that we have excellent products with an established niche
within the golf industry.  The following is our major larger
competitors:
  ▪Callaway: a public
company founded in 1982.
  ▪Cleveland Golf: founded in
1979.
  ▪Nike: entered the golf
equipment market with golf shoes apparel, balls and accessories to grow
revenues. In 2001, it launched a new line of golf clubs.
  ▪Ping: a family owned
company, founded in 1959.
  ▪Taylor Made: a subsidiary
of Adidas-Salomon, it was founded in 1979.
  ▪Titleist: a part of the
Acushnet Company whose brands include Foot Joy, Cobra and Pinnacle. Acushnet
itself is a subsidiary of Fortune Brands, Inc.
   3
   The
largest manufacturers and our competitors in the golf grip industry
include:
  ▪Avon Grips, Kingwood,
TX
  ▪Golf Pride Grips, a
subsidiary of Eaton Corporation, Laurinburg, NC
  ▪Lamkin Corporation, San
Diego, CA
  ▪Winn Grips, Huntington
Beach CA
  In this
competitive market, except for one other grip company, we believe we are the
only grip company that produces a reverse-taper golf grip with multiple patent
protection. We believe all of our products are uniquely designed in appearance,
are different in playability and feel, and are beneficial for golfers
of all skill levels.
  Intellectual
Property
  Our
intellectual property portfolio contains trademarks, patents and patent
applications.
 
 Trademark
 
 We
currently own ten (10) registered trademarks that protect our company’s name as
well as our products. Our products protected under these trademarks include golf
clubs, golf grips, golf putters, golf bags and golf bags. The ten (10)
registered trademarks are (1) “Feel,” (2) “Feel Golf,” (3) “Sensation,” (4)
“Competitor,” (5) “Dr. Feel,” (6) “Designer Wedges,” (7) “The Dart
Thrower,” (8) “The Heater,” (9) “Full Release,” and (10) “Pro
Release.”
  In
addition, we have several other in-use trademarks which are not yet registered
but protected by the common law. These marks, including “Release,” “X-Wrap,” and
‘Butterstick,” are used on other golf clubs and golf grips which are not
protected under the ten (10) registered trademarks as
aforementioned.
 
 Patents
  Utility
Patents
  We
currently have two issued utility patents titled “Improved Golf Club Grip.”
These utility patents protect a golf club grip with a progressively reducing
diameter from the cap end of the grip to the shaft end of the grip, commonly
referred to as a reverse taper. The external surface of the golf club grip
extends upwardly into an elevated, linear ridge and extends along the grip,
commonly referred to as a reminder ridge. This ridge provides the basis for
consistent positioning of the grip in the user’s hand.
 
 Design
Patents
 
 We also
have nine issued design patents covering a variety of golf club head and grip
designs.
 
 We also
currently have two pending inventions, “Wrap Grip” and “Golf Club Grip” patent,
with the improvement protecting a flared end cap. While the “Improved Golf Club
Grip” patent protects a reminder ridge, it does not protect a grip with multiple
reminder ribs or ridges. The pending “Golf Club Grip” application does, which is
important for the golfer for consistent positioning purposes. In addition, the
“Golf Club Grip” application specifically describes a “Y” shaped reminder rib,
which is not disclosed in the “Improved Golf Club Grip” patent. This “Y” shaped
rib provides for consistent and repeatable finger placement and positioning,
increase the Moment of Inertia relative to the golf club head, reduces the
torques around the longitudinal axis of the club, and allows the golfers to
position the club in such a manner as to induce a controlled draw and fade on
the flight of the ball after impact.
 
 Upcoming
Applications
 
 We have
several utility and design patent applications that will applied for over the
next few years. Five of these inventions relate specifically to the golf club
grip and will protect the process for making the grip, grips with a cord,
notched underlisting, and metal counterweight. Other applications will cover the
Butterstick, Competitor, and Wedge products.
   4
   Although
no patent is guaranteed to be valid, an Examiner at the United States Patent and
Trademark Office found our patented inventions to be eligible after reviewing
the prior art.* In addition, a registered United States Patent is presumed to be
valid.
  * Patent
Requirements - Section 101 of the U.S. Patent Act sets forth the general
requirements for a utility patent:  Whoever invents or discovers any
new and useful process, machine, manufacture, or composition of matter, or any
new and useful improvements thereof, may obtain a patent, subject to the
conditions and requirements of this title.
 
 Item
2.         Description of
Property.
 
 Our
principal business office is located at 1354-T Dayton St., Salinas,
CA 93901.
  Item
3.         Legal
Proceedings.
  There are
no legal proceedings pending or threatening against us.  However, on
March 25, 2005, we were served with a California administrative Desist and
Refrain order from the California Department of Corporations. Under the terms of
the order, we were required to refrain from the sale of common stock unless
offered strictly in accordance with California law. The order stated that we had
published a “tombstone” advertisement and had relied on the exemption contained
in Section 25102(n) of the California Corporate Securities Laws of 1968. This
order was due to an inadvertent omission of one of the “disclaimer” sentences
required for an advertised “tombstone”. On May 24, 2005, we filed an application
for approval of a rescission offer to repurchase any securities under Section
25507(b) of the California Corporate Securities Law of 1968 that may have been
purchased by relying entirely upon the Tombstone for purchase information. The
offer to repurchase covered a maximum of 153,000 shares of common stock in an
amount total of $100,500 plus statutory interest of 7%. The California
Department of Corporations approved the offer to repurchase on September 17,
2005 with a 30-day right to rescind offer being sent to any purchaser that may
have purchased from and had relied upon the improperly worded
Tombstone.  On October 17, 2005, we caused a copy of the rescission
offer to be personally delivered or served by certified mail to shareholders who
we believed purchased securities as result of the improper tombstone. After
compliance to the order and in correspondence to the California Department of
Corporations dated October 25, 2005 and November 24, 2005, we informed the
California Department of Corporations that we had rescinded a total amount of
5000 shares purchased by one investor as the result of the “tombstone” omission.
This fulfilled the order as required by the California Department of
Corporations without further incident or requirement. Neither
Monterey County nor the State of California proceeded with any prosecution
against us for an alleged act of fraud or misrepresentation in the sale of
our common stock. As a result of the completion of the repurchase offer approved
by the California Department of Corporations, any actual or potential violation
of California law is now considered cured as a matter of law in California since
the purchasers no longer have a cause of action by operation of Section
25507(b).
 
 Item
4.         Submission of Matters to
a Vote of Security Holders.
  None.
  PART
II
  Item
5.         Market for Common Equity
and Related Stockholder Matters.
 
 Market
Information
 
 Our
common stock is traded on the OTC Bulletin Board under the ticker symbol “FEEL”.
However, we can provide no assurance that our shares of common stock will be
actively traded on the OTC Bulletin Board or, if traded, that a public market
will materialize.
 
 Holders
 
 As of
April 13, 2009 in accordance with our transfer agent records, we had 67 record
holders of our Common Stock.
  Dividends
 
 To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
   5
   Stock
Option Grants
 
 To date,
we have not granted any stock options.
 
 Item
6.         SELECTED FINANCIAL
DATA.
 
 Not
applicable.
 
 Item
7.         MANAGEMENT’S DISCUSSION
AND ANALYSIS OR PLAN OF OPERATIONS
 
 The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. This section includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
  Overview
  Through
December 31, 2008, we have been able to secure funding from several shareholders
in the aggregate amount of approximately $125,000.  These financings
have allowed us to continue operations and pay for the related legal and
accounting costs of filing to become a public company. During the third quarter,
we engaged Anslow & Jaclin, LLP as our securities counsel and Criterion
Capital Partners, LLC as a strategic advisor to assist us with our business
development and we have issued common stock for their services in the amount of
25,000 shares and 1,205,726 shares, respectively.  Our financial
statements as of December 31, 2008, reflect a net operating loss for year of
$1,308,112.  This is based on gross revenues of $685,084, of
which $491,480 represented golf club sales and approximately $163,997
represented golf grip sales and approximately $29,607 in shipping
income.
  Brief
overviews of our financial statements for the following periods are as
follows: (See table below.)
  Net
                          Gross
                          Golf
                          Golf
      Club %
                          Golf
      Club *
                          Golf
                          Golf
      Grip %
                          Golf
      Grip *
                          ShippingPeriod
                            Ending
                          Operating
                            Loss
                          Sales
                            Total
                          Club
                            Sales
                          Gross
                            Sales
                          Gross
                            Profit
      %
                          Grip
                            Sales
                          Gross
                            Sales
                          Gross
                            Profit
      %
                          And
      Other Income12/31/2008
                          ($1,308,112)
                          $685,084
                          $491,480
                          72%
                          51%
                          $163,997
                          24%
                          73%
                          $29,60712/31/2007
                          ($336,456)
                          $547,436
                          $347,362
                          63%
                          45%
                          $151,867
                          28%
                          60%
                          $48,207
  *
      Note:  Golf club and golf grip gross profit percentages (%) are
      estimates of profit percentage (%) per product category.  The
      individual gross profit percentages of golf clubs and golf grips are
      estimates only as the Company does not segregate product
      categories profit percentages for reporting purposes in compliance
      with GAAP.  These estimates are calculated based on estimating
      average profit margins per category based on historical sales and cost of
      goods.
  The net
operating loss for the year ending December 31, 2008, increased by $971,656 or
289 percent (%) from December 31, 2007.  Gross Sales for 2008,
increased by $137,648 or 25 percent (%) primarily as a result in higher golf
club sales – this increasing sales trend is a result of increased
international orders. Shipping and Other Income has remained relatively
unchanged.
  The
fluctuation in percentage of sales per product category per reporting
period, is based on what management believes has been a lack of adequate
marketing capital to further educate consumers and build brand awareness on its
golf grips since their introduction, and that the company’s golf grips are not
as established in the marketplace yet, as its golf clubs are - which have a
longer product history and greater product recognition.
   6
   Research and
development costs have been expensed under General Selling & Administrative
costs for the past two years and, we do not plan any research & development
for the future 12 months.
  Over the
course of our eight (8) years of operating history, we have incurred substantial
operating losses and we may not be able to continue our business. As of December
31, 2008, we have an accumulated deficit of $5,371,114, negative shareholder
equity of $724,513, and a net loss of $1,308,112 was generated for the year
ended December 31, 2008.
  We have
historically experienced cash flow difficulties primarily because our expenses
have exceeded our revenues. We expect to incur additional operating losses for
the immediate near future. These factors, among others, raise significant doubt
about our ability to continue as a going concern. If we are unable to generate
sufficient revenue from our operations to pay expenses or we are unable to
obtain additional financing on commercially reasonable terms, our business,
financial condition and results of operations will be materially and adversely
affected. We can provide no assurance that we will obtain additional
financing sufficient to meet our future needs on commercially reasonable terms
or otherwise. There can be no assurance that we will be able to maintain
operations as a going concern without an additional infusion of capital from
other sources and there can be no guarantee we will be successful in obtaining
capital from such sources. If we are unable to obtain the necessary
financing, our business, operating results and financial condition will be
materially and adversely affected.
 
 We have
six employees and our success is dependent on our ability to retain and attract
personnel to operate our business, and there is no assurance that we can do so.
Once we are sufficiently capitalized, we will need to recruit new executive
managers and hire employees to help us execute our business strategy and help
manage the growth of our business. Our business could suffer if we were unable
to attract and retain highly skilled personnel or if we were to lose any key
personnel and not be able to find appropriate replacements in a timely
manner.
  We expect
to derive a substantial portion of our future revenues from the sales of our
golf grips and we have yet to fully launch our initial marketing phase. Although
we believe our products and technologies to be commercially
viable,   if markets for our products fail to develop further or
develop more slowly than expected or are subject to substantial competition, our
business, financial condition and results of operations will be materially and
adversely affected.
  We also
depend on marketing relationships and if we fail to maintain or establish them,
our business plan may not succeed.
  We expect
our future marketing efforts will focus in part on developing additional
business relationships with retailers and distributors that will market our
products to their customers. The success of our business depends on selling our
products and technologies to a large number of distributors and retail
customers.
  On
October 14, 2008, we were granted a second utility patent “Improved Golf Club
Grip” (Document Number: I140-005 / Serial Number: 11/452,888) on our Full
ReleaseTM Performance Grip by the US Patent & Trade Office.
 
 The
market for golf grips and golf clubs is highly competitive. There are a number
of other established providers that have greater resources, including more
extensive research and development, marketing and capital than we do and have
greater name recognition and market presence. These competitors could reduce
their prices and thereby decrease the demand for our products and technologies.
We expect competition to intensify in the future, which could also result in
price reductions, fewer customer and lower gross margins.
  Our total
sales in 2008 exceeded total sales for 2007.  However, with the recent
economic and market uncertainties here in the United States as well as
internationally, there can be no assurance that our sales will continue to grow
and/or be maintained at their present level and may in fact, decline in the
future.
 
 Economic
factors that can affect all manufacturing businesses include increases in
fuel/freight costs and for global manufacturer’s, currency fluctuations.
Fuel/Freight costs can impact product costs and shipping costs of any
manufacturer and without corresponding price increases of its products, a
manufacturer’s profits could decline or even result in losses. While a global
manufacturer may only transact business in US dollars, if a buyer/distributor in
another country, whose currency has experienced a devaluation in relation to the
US dollar, could result in a reduction or even elimination of demand for
the manufacturer’s products in that country.
 
 These
factors and others (unknown) could occur within the global marketplace that
could negatively impact operations of any business, including the golf industry
(manufacturing of golf clubs and golf grips) to the extent that such operations
could cease temporarily or permanently, based on the Company’s ability to
respond to such global economic factors.
  Our
business is subject to rapid changes in technology that may adversely affect our
business. We can provide no assurances that further research and development by
competitors will not render our technology obsolete or uncompetitive. We compete
with a number of companies that have technologies and products similar to those
offered by us and have greater resources, including more extensive research and
development, marketing and capital than we do. If our technology is rendered
obsolete or we are unable to compete effectively, our business, operating
results and financial condition will be materially and adversely
affected.
   7
   We rely
on a combination of trade secrets, trademark law, and other measures to protect
our trademarks, license, proprietary technology and know-how. However, we can
provide no assurance that competitors will not infringe upon our rights in our
intellectual property or that competitors will not similarly make claims against
us for infringement. If we are required to be involved in litigation involving
intellectual property rights, our business, operating results and financial
condition will be materially and adversely affected.
  It is
possible that third parties might claim infringement by us with respect to past,
current or future technologies. We expect that participants in our markets will
increasingly be subject to infringement claims as the number of services and
competitors in our industry grows. Any claims, whether meritorious or not, could
be time-consuming, result in costly litigation and could cause service upgrade
delays or require us to enter into royalty or licensing agreements. These
royalty or licensing agreements might not be available on commercially
reasonable terms or at all.
  New
technologies such as the products developed by us may contain defects when first
introduced. Our introduction of technology with defects or quality problems may
result in adverse publicity, product returns, reduced orders, uncollectible or
delayed accounts receivable, product redevelopment costs, loss of or delay in
market acceptance of our products or claims by customers or others against us.
Such problems or claims may have a material and adverse effect on our business,
financial condition and results of operations.
  Plan
of Operation
 
 While we
make golf clubs and golf grips, our primary business and marketing plans will
initially be focused on our golf grips and wedges. We believe we can launch an
aggressive but well-directed marketing campaign to rapidly grow our revenue and
significantly maximize our market potential.  To reach the mass
market, we will more frequently advertise our grips, the Full ReleaseTM
Performance grips in particular, on The Golf Channel in the U.S.
We plan to develop additional strategic advertising and promotion plans
including key industry endorsements, press releases, additional TV spots, major
golf magazine print ads, our sponsored media days for major magazine equipment
writers, weekly schedules with retailer demo days, enhanced and continual
in-store support programs, open-to-the public as well as privately sponsored
clinics, annual trade-shows, and continuous in-house productions of articles and
editorials.
  As noted
previously, we currently do not have the necessary capital to implement our
marketing campaign and if successful in raising sufficient capital for
marketing, there can be no assurance that this capital and/or increased
marketing efforts will increase revenues.   There can also be no
assurance we will be successful in raising sufficient marketing capital to
implement this campaign. Assuming we are able to raise sufficient capital in
support of our marketing strategy, we plan to develop five distinct sales
channels:
 
 ·            Direct
to Consumer: We plan to use direct response marketing in advertisement and
infomercials, running primarily on Golf Channel, websites and national print
media.
 
 ·            Wholesale
Distribution: We plan to employ a well-trained and efficient sales staff to sell
and provide ongoing marketing and in-store support to U.S. major golf
retailers.
 
 ·            Internet
Sales: We plan to hire two (2) skilled employees to aggressively market our line
of products on the Internet at retail prices on our website.
 
 ·             International:
Asia is a prominent international market where golf as a sport is rapidly
growing. We plan to hire two (2) Company Representatives to be responsible for
continuous training our distributors in Asia and Europe, although our
international distributors are responsible for their own marketing
expenditures.
  ·             Call Center
and Inside Sales: We plan to further assemble an effective in house
telemarketing sales force to sell direct to our consumers and handle both
inbound and outbound customer communications and sales.
  Results
of Operations
  Note: For
all reporting periods below:
  The golf
industry as reported by several industry organizations has been in a state of
flux, though the total number of worldwide golfers as reported by the industry
has increased, primarily due to the increase in golf as a major sport in
Asia.  However, there can be no assurance that the golf industry will
continue growing and may in fact decline.  We believe there have been
no industry trends that have significantly effected (positively or negatively)
our operating results including fluctuations in revenues for the reporting
periods below.   Based on input from our
major customers, we believe that sufficient marketing capital is essential
to growing revenues in the highly competitive golf industry.
   8
   Current
economic factors both in the US and internationally may have a direct impact on
future revenues positively and/or negatively - whether for example:
1) fluctuating fuel costs that effects shipping and product production
costs for all manufacturers regardless of industry; or 2) currency fluctuation
of the US dollar and that of other foreign currencies for global manufacturers,
regardless of industry.
  Years
Ended December 31, 2008 and 2007
  December
      31,
                          2008
                        
                        
                        December
      31,
                          2007
                        
                        
                        Increase
                          (Decrease)
                        
                        
                        Percentage
                          Increase
                          (Decrease)Revenues
                        
                        $
                        685,084
                        
                        
                        $
                        547,436
                        
                        
                        $
                        137,648
                        
                        
                        
                        25
                        %Cost
      of Sales
                        
                        
                        228,699
                        
                        
                        
                        282,578
                        
                        
                        
                        (53,879
                        )
                        
                        
                        (19
                        )%Gross
      Profit
                        
                        
                        456,385
                        
                        
                        
                        264,858
                        
                        
                        
                        191,527
                        
                        
                        
                        72
                        %Operating
      Expenses
                        
                        
                        1,696,110
                        
                        
                        
                        486,084
                        
                        
                        
                        1,210,027
                        
                        
                        
                        249
                        %Other
      Expenses
                        
                        
                        (68,387
                        )
                        
                        
                        (115,230
                        )
                        
                        
                        46,843
                        
                        
                        
                        (41
                        )%Income
      Taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        %Net
      Loss
                        
                        
                        (1,308,112
                        )
                        
                        
                        (336,456
                        )
                        
                        
                        (971,656
                        )
                        
                        
                        289
                        %Basic
      and Fully Diluted Loss Per Common Share
                        
                        $
                        (0.09
                        )
                        
                        $
                        (0.02
                        )Weighted
      Average Basic and Fully Diluted Common Share
    Outstanding
                        
                        
                        15,006,054
                        
                        
                        
                        13,686,313
 
 Revenues
  For the
year ended December 31, 2008, revenues increased 25% from the year ended
December 31, 2007.  We generated additional international sales
and signed and fulfilled a new $180,000 distribution agreement with a South
Korean distributor in 2008.  Our sales within the U.S. decreased by
approximately 5% in 2008, as compared to 2007. We are intent on implementing a
targeted marketing and advertising campaign in 2009 and will focus on expanding
sales of its highly profitable golf grip products as opposed to its golf
clubs.  However, the Company will require capital, likely in the form
of an equity issuance, if it is to finalize and implement its marketing and
advertising plans.  If capital is raised to fund advertising and
marketing expenditures then the Company's revenues could increase
dramatically.  If the Company is unable to raise capital then the
Company will likely maintain revenues within a similar range as 2008 assuming
the Company is able to continue operations, assuming the Company is able to
continue operations.
   9
   Cost
of Sales
  For the
year ended December 31, 2008, our costs of sales decreased 19% over the year
ended December 31, 2007. During the year ended December 31, 2008, we shipped
more of its product sales by sea as opposed to air and implemented a call center
at our headquarters in July 2008. The call center allowed us to sell more
products at retail price, as opposed to wholesale price. Our new targeted
marketing and advertising plan will focus on retail pricing opportunities both
domestically and abroad. If our plans are implemented and successful, we believe
we can maintain our current gross margins. However, if wholesale pricing
opportunities present themselves, we will likely be aggressive with our pricing
in the hope of obtaining significant wholesale contracts which further expand
our operations. If we succeed in obtaining significant wholesale contracts, our
gross margins may decrease in 2009.
  Gross
Profit
  For the
year ended December 31, 2008, our gross profit increased 72% over the year ended
December 31, 2007. Our retail sales growth in 2008 and continued cost cutting
and management of shipping costs for customer orders generated significant gross
margin gains in 2008.  Our sales also increased by $137,648, or 25%
from the year ended December 31, 2007.
  Operating
Expenses
  For the
year ended December 31, 2008, our operating expenses increased by $1,210,087, or
249%. Stock based compensation occurred in 2008 as we issued a total of
approximately 1.2 million shares of our common stock, valued at approximately
$1.2 million, to our investment banking consultant and its securities counsel.
No stock issuances for compensation occurred in 2007. Salaries increased 14% in
2008 as compared to 2007as a result of the addition of an inside salesman in
2008. Advertising fees for the years ended December 31, 2008 and 2007 totaled
$58,792 and $63,100, respectively. We began to focus on improving our operating
efficiencies and selling through our current contact base and distributors
rather than spending significantly on advertising. In 2009, we expect stock
based compensation to decrease substantially as compared to 2008. Additionally,
if we are able to raise capital, advertising and marketing expenses will
increase in 2009. Professional fees relating to maintaining compliance as a
public company in the United States of America will also increase as compared to
2007 when we were a private company. Otherwise, most operating expenses should
be comparable to 2008.
  Other
Expenses
  For the
year ended December 31, 2008, our other expenses decreased $46,843 over the year
ended December 31, 2007. We recorded interest expense on debts owed to a trust
controlled by our Chief Executive Officer and a trust controlled by a former
member of the Company's Board of Directors. The trust controlled by our Chief
Executive Officer elected to convert $1,000,000 in debts owed to the trust into
1,000,000 shares of common stock in January 2008.  As a result, our
total debts outstanding as of December 31, 2008 decreased by approximately 32%
as compared to the prior year.  Interest expense on all debts
outstanding in 2008 and 2007 was calculated using the simple interest method and
a 7% interest rate per annum.
  Net
Loss
  For the
year ended December 31, 2008, our net loss increased 289% over the year ended
December 31, 2007. The net loss was generated by the $1.2 million in stock based
compensation in 2008 as compared to $0 in 2007.  Additionally, our
revenues are not large enough to create a breakeven scenario.  We need
capital to expand operations and develop new contacts to function as
distributors.  If we are able to raise capital in 2009, then revenue
will likely increase as a result of advertising and marketing and a break even
scenario will be more likely.
  Liquidity
and Capital Resources
  For
the Years Ended December 31, 2008 and December 31, 2007
  At
December 31, 2008, we had cash and cash equivalents of $5,220 as compared to
cash and cash equivalents of $6,606 as of December 31, 2007. Net cash provided
by operating activities for the year ended December 31, 2008 was $1,219, as
compared to net cash used in operating activities of $(159,286) for the year
ended December 31, 2007. This increase of $160,505 in cash provided by operating
activities as compared to the comparable period of the prior year is reflective
of management's decision to decrease cash expenditures in 2008. Additionally,
when the stock based compensation is not included in the analysis, our net loss
for 2008, decreased to be approximately $180,000. We are intent on conserving
its cash and generating additional revenues and profits through current contacts
and distributors. However, spending will increase if we are successful raising
capital.
   10
   Cashflows
used in investing activities totaled $10,935 and $6,756 for the year ended
December 31, 2008 and 2007, respectively. We purchased property and equipment in
2008 and 2007. Additional costs were incurred in 2007 as we relocated to its new
facility in Salinas, California.
  Cashflows
provided by financing activities totaled $8,330 and $160,686 in 2008 and 2007,
respectively. In 2008, we raised a total of $77,500 in capital through a private
placement and made repayments to a trust controlled by our Chief Executive
Officer of $108,493. The trust also advanced a total of $45,097 during 2008. In
2007, the trust advanced net funds totaling approximately $156,000.
  At the
present level of business activity, our ongoing monthly gross operating cash
disbursements are expected to average approximately $50,000. As of December 31,
2008, we had negative working capital of $(238,894). Assuming that current sales
continue at the average rate experienced during the three months ended December
31, 2008, which was approximately $54,000 per month, and gross operating cash
expenditures continue at $50,000 per month; this would give rise to a monthly
cash flow of approximately $4,000. Actual results may be better or worse than
anticipated, depending upon our actual sales results, fundraising success or
failure and capital expenditures, in particular, in future months.
  RECENT
ACCOUNTING PRONOUNCEMENTS AFFECTING US
 
 In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
   11
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations. This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
 
 In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.
 
 Critical
Accounting Policies
  Our
discussion and analysis of its financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses and
related disclosure of contingent assets and liabilities. We bases our estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
  We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of its financial
statements.
   12
  
  Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements, financings, or other relationships with
entities or other persons, also known as “special purpose entities”
(SPEs).
  Item
7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
 
 We are
subject to certain market risks, including changes in interest rates and
currency exchange rates. We do not undertake any specific actions to limit those
exposures.
 
   13
 
 
 Item
8.         FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
 
   
 Index
to Financial Statements
   REPORT
      OF INDEPENDENT REGISTERED ACCOUNTING FIRM
                    F-2BALANCE
      SHEETS
                    F-3STATEMENTS
      OF OPERATIONS
                    F-4STATEMENTS
      OF STOCKHOLDERS' DEFICIENCY
                    F-5STATEMENTS
      OF CASH FLOWS
                    F-6NOTES
      TO THE FINANCIAL STATEMENTS
                    F-7
 
  F-1
    MOORE
& ASSOCIATES, CHARTERED
  ACCOUNTANTS AND
ADVISORS
  PCAOB
REGISTERED
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  
  To
the Board of Directors
 Feel
Golf Co., Inc.
  We have
audited the accompanying balance sheets of Feel Golf Co., Inc. as of December
31, 2008 and December 31, 2007, and the related statements of operations,
stockholders’ equity (deficit) and cash flows for the years ended December 31,
2008 and December 31, 2007. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
  We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Feel Golf Co., Inc. as of December
31, 2008 and December 31, 2007, and the related statements of operations,
stockholders’ equity (deficit) and cash flows for the years ended December 31,
2008 and December 31, 2007, in conformity with accounting principles generally
accepted in the United States of America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has an accumulated deficit of $5,371,114, which raises
substantial doubt about its ability to continue as a going concern. Management’s
plans concerning these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  /s/
Moore & Associates, Chartered
  Moore
& Associates, Chartered
  Las
Vegas, Nevada
  April 21,
2009
   6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
   F-2
   FEEL
GOLF COMPANY, INC.
 BALANCE
SHEETS
 AS
OF DECEMBER 31, 2008 AND 2007
  2008
                          
                          
                          2007ASSETSCurrent
      AssetsCash
                          
                          $
                          5,220
                          
                          
                          $
                          6,606Accounts
      Receivable, Net (Note 4)
                          
                          
                          33,933
                          
                          
                          
                          20,131Receivable
      From Shareholder (Note 5)
                          
                          
                          18,137
                          
                          
                          
                          -Barter
      Receivable (Note 6)
                          
                          
                          65,577
                          
                          
                          
                          71,143Inventory
      (Note 7)
                          
                          
                          159,259
                          
                          
                          
                          162,359Prepaid
      Expenses
                          
                          
                          12,146
                          
                          
                          
                          -Total
      Current Assets
                          
                          
                          294,272
                          
                          
                          
                          260,239Property
      & Equipment, Net (Note 8)
                          
                          
                          49,181
                          
                          
                          
                          70,123Other
      Assets
                          
                          
                          4,396
                          
                          
                          
                          5,877TOTAL
      ASSETS
                          
                          $
                          347,849
                          
                          
                          $
                          336,239LIABILITIES
      & STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      Payable and Accrued Expenses
                          
                          $
                          298,652
                          
                          
                          $
                          217,986Note
      Payable
                          
                          
                          -
                          
                          
                          
                          5,774Related
      Party Notes Payable (Note 9)
                          
                          
                          234,515
                          
                          
                          
                          189,418Total
      Current Liabilities
                          
                          
                          533,167
                          
                          
                          
                          413,178Related
      Party Payable, Net of Current Portion (Note 9)
                          
                          
                          539,195
                          
                          
                          
                          1,647,688Total
      Liabilities
                          
                          
                          1,072,362
                          
                          
                          
                          2,060,866Commitments
      and Contingencies (Note 12)Stockholders’
      Deficit (Note 10)Common
      Stock, $.001 par value; 100,000,000 shares authorized, 15,845,575 and
      13,537,349 shares issued and outstanding at December 31, 2008 and December
      31, 2007, respectively
                          
                          
                          15,846
                          
                          
                          
                          13,537Additional
      Paid-in Capital
                          
                          
                          4,630,755
                          
                          
                          
                          2,324,838Accumulated
      Deficit
                          
                          
                          (5,371,114
                          )
                          
                          
                          (4,063,002
                          )Total
      Stockholders’ Deficit
                          
                          
                          (724,513
                          )
                          
                          
                          (1,724,627
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                          
                          $
                          347,849
                          
                          
                          $
                          336,239
  The
Accompanying Notes Are an Integral Part of these Financial
Statements
  F-3
   FEEL
GOLF COMPANY, INC.
 STATEMENTS
OF OPERATIONS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 
 2008
                    
                    
                    2007Revenues
                    
                    $
                    685,084
                    
                    
                    $
                    547,436Costs
      of Sales
                    
                    
                    228,699
                    
                    
                    
                    282,578Gross
      Profit
                    
                    
                    456,385
                    
                    
                    
                    264,858Operating
      ExpensesStock
      Based Compensation
                    
                    
                    1,230,726
                    
                    
                    
                    -Salaries
                    
                    
                    88,830
                    
                    
                    
                    77,755Advertising
                    
                    
                    58,792
                    
                    
                    
                    63,100Rent
                    
                    
                    46,735
                    
                    
                    
                    44,659Professional
      Fees
                    
                    
                    39,293
                    
                    
                    
                    37,485Depreciation
                    
                    
                    31,877
                    
                    
                    
                    36,688Other
      Selling, General and Administrative Expenses
                    
                    
                    199,857
                    
                    
                    
                    226,397Total Operating Expenses
                    
                    
                    1,696,110
                    
                    
                    
                    486,084Loss
      From Operations
                    
                    
                    (1,239,725
                    )
                    
                    
                    (221,226
                    )Other
      Income and ExpensesInterest
      Expense
                    
                    
                    (68,387
                    )
                    
                    
                    (115,230
                    )Total Other Income and Expenses
                    
                    
                    (68,387
                    )
                    
                    
                    (115,230
                    )Net
      Loss From Operations
                    
                    
                    (1,308,112
                    )
                    
                    
                    (336,456
                    )Provision
      for Income Taxes
                    
                    
                    –
                    
                    
                    
                    –Net
      Loss
                    
                    $
                    (1,308,112
                    )
                    
                    $
                    (336,456
                    )Basic
      and Diluted Net Loss Per Common Share
                    
                    $
                    (0.09
                    )
                    
                    $
                    (0.02
                    )Number
      of Common Shares Used to Compute Basic and Diluted Weighted
      Average
                    
                    
                    15,006,054
                    
                    
                    
                    13,686,313
 
 The
Accompanying Notes Are an Integral Part of these Financial
Statements
  F-4
   FEEL
GOLF COMPANY, INC.
 STATEMENTS
OF STOCKHOLDERS’ DEFICIENCY
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
   Common
      Stock
                              
                              
                              Additional
                              
                              
                              
                              
                              
                              TotalShares
      Issued
                              
                              
                              Par
      $0.001
                              
                              
                              Paid
      in
                                Capital
                              
                              
                              Accumulated
      Deficit
                              
                              
                              Stockholder’s
      DeficiencyBalance,
      December 31, 2006
                              
                              
                              13,647,349
                              
                              
                              $
                              13,647
                              
                              
                              $
                              2,325,728
                              
                              
                              $
                              (3,726,546
                              )
                              
                              $
                              (1,387,171
                              )Issuance
      of Stock For Cash
                              
                              
                              10,000
                              
                              
                              
                              10
                              
                              
                              
                              9,990
                              
                              
                              
                              -
                              
                              
                              
                              10,000Repurchase
      of Common Stock
                              
                              
                              (120,000
                              )
                              
                              
                              (120
                              )
                              
                              
                              (10,880
                              )
                              
                              
                              -
                              
                              
                              
                              (11,000
                              )Net
      Loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (336,456
                              )
                              
                              
                              (336,456
                              )Balance,
      December 31, 2007
                              
                              
                              13,537,349
                              
                              
                              
                              13,537
                              
                              
                              
                              2,324,838
                              
                              
                              
                              (4,063,002
                              )
                              
                              
                              (1,724,627
                              )Issuance
      of Stock For Cash
                              
                              
                              77,500
                              
                              
                              
                              77
                              
                              
                              
                              77,423
                              
                              
                              
                              -
                              
                              
                              
                              77,500Issuance
      of Stock For Compensation
                              
                              
                              1,230,726
                              
                              
                              
                              1,232
                              
                              
                              
                              1,229,494
                              
                              
                              
                              -
                              
                              
                              
                              1,230,726Issuance
      of Stock For Conversion of Debt
                              
                              
                              1,000,000
                              
                              
                              
                              1,000
                              
                              
                              
                              999,000
                              
                              
                              
                              -
                              
                              
                              
                              1,000,000Net
      Loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,308,112
                              )
                              
                              
                              (1,308,112
                              )Balance,
      December 31, 2008
                              
                              
                              15,845,575
                              
                              
                              $
                              15,846
                              
                              
                              $
                              4,630,755
                              
                              
                              $
                              (5,371,114
                              )
                              
                              $
                              (724,513
                              )
 
 The Accompanying Notes Are an
Integral Part of these Financial Statements
  F-5
 
 FEEL
GOLF COMPANY, INC.
 STATEMENTS
OF CASHFLOWS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
   2008
                    
                    
                    2007CASH
      USED IN OPERATING ACTIVITIESNet
      Loss
                    
                    $
                    (1,308,112
                    )
                    
                    $
                    (336,456
                    )Adjustments
      to Reconcile Net Income to Net Cash Used in Operating
      ActivitiesStock
      Based Compensation
                    
                    
                    1,230,726
                    
                    
                    
                    -Depreciation
                    
                    
                    31,877
                    
                    
                    
                    36,688Changes
      in Operating Assets and Liabilities(Increase)
      Decrease in Accounts Receivable
                    
                    
                    (13,802
                    )
                    
                    
                    (12,056
                    )(Increase)
      Decrease in  Receivable From Shareholder
                    
                    
                    (18,137
                    )
                    
                    
                    -(Increase)
      Decrease in  Barter Receivable, Net
                    
                    
                    5,566
                    
                    
                    
                    (8,514
                    )(Increase)
      Decrease in Inventory
                    
                    
                    3,100
                    
                    
                    
                    64,697(Increase)
      Decrease in Prepaid Expenses
                    
                    
                    (12,146
                    )
                    
                    
                    24,618Increase
      (Decrease) in Accounts Payable and Accrued Expenses
                    
                    
                    80,666
                    
                    
                    
                    68,337Increase
      (Decrease) in Deposits
                    
                    
                    1,481
                    
                    
                    
                    3,400NET
      CASH USED IN OPERATING ACTIVITIES
                    
                    
                    1,219
                    
                    
                    
                    (159,286
                    )CASH
      USED IN INVESTING ACTIVITIES:Purchase
      of Property & Equipment
                    
                    
                    (10,935
                    )
                    
                    
                    (6,756
                    )NET
      CASH USED IN FINANCING ACTIVITIES
                    
                    
                    (10,935
                    )
                    
                    
                    (6,756
                    )CASH
      PROVIDED BY FINANCING ACTIVITIES:Net
      Proceeds from Sale of Common Stock
                    
                    
                    77,500
                    
                    
                    
                    10,000Repayment
      of Related Party Notes Payable
                    
                    
                    (108,493
                    )
                    
                    
                    (156,044
                    )Payment
      on Stock Purchase Transaction
                    
                    
                    (5,774
                    )
                    
                    
                    (5,226
                    )Proceeds
      from Related Party Notes Payable
                    
                    
                    45,097
                    
                    
                    
                    311,956NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    8,330
                    
                    
                    
                    160,686NET
      DECREASE IN CASH & CASH EQUIVALENTS
                    
                    
                    (1,386
                    )
                    
                    
                    (5,356
                    )BEGINNING
      CASH & CASH EQUIVALENTS
                    
                    
                    6,606
                    
                    
                    
                    11,962ENDING
      CASH & CASH EQUIVALENTS
                    
                    $
                    5,220
                    
                    
                    $
                    6,606SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCash
      Paid for Interest
                    
                    $
                    129,223
                    
                    
                    $
                    2,081Cash
      Paid for Income Taxes
                    
                    $
                    800
                    
                    
                    $
                    1,600
  Non
      Cash Investing and Financing Activities:None
                      
                      $
                      -
                      
                      
                      $
                      -
 
 The
Accompanying Notes Are an Integral Part of these Financial
Statements
  F-6
 
 
 FEEL
GOLF COMPANY, INC.
 FOOTNOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
   NOTE 1
– DESCRIPTION OF BUSINESS
 
 Feel Golf
Company, Inc. (the "Company") was incorporated on February 14, 2000 under the
laws of the State of California in the United States of America. The Company
designs, manufactures and conducts international marketing and sales of its golf
clubs and golf club grips.  The Company's products are based on
proprietary patented technology that is used to produce golf clubs and golf
grips which the Company believes have the best "feel" of any golf clubs and golf
grips in the market.
  Control
by Principal Stockholders
  The
Company’s directors, executive officers and their affiliates or related parties,
own beneficially and in the aggregate, the majority of the voting power of the
outstanding shares of the common stock of the Company. Accordingly, if voting
their respective shares uniformly, the directors, executive officers and their
affiliates would have the ability to control the approval of most corporate
actions, including increasing the authorized capital stock of the Company and
the dissolution, merger or sale of the Company’s assets or
business.
  NOTE
2 – BASIS OF PRESENTATION
 
 The
financial statements, prepared in accordance with generally accepted accounting
principles (“GAAP”) in the United States of America, include the assets,
liabilities, revenues, expenses and cash flows of the Company.
  We
believe the following critical accounting policies and procedures, among others,
affect our more significant judgments and estimates used in the preparation of
our financial statements:
 
 Revenue
Recognition
 
 The
Company negotiates contracts with its customers, which may include revenue
arrangements with multiple deliverables, as outlined by Emerging Issues Task
Force No. 00-21 ("EITF 00-21"). The Company’s accounting policies are defined
such that each deliverable under a contract is accounted for separately.
Historically, the Company has not entered into contracts with its customers that
provided for multiple deliverables.
 
 In
accordance with SAB104, the Company recognizes revenues from the sale of its
products when the following fundamental criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) delivery has occurred or services have
been rendered, (iii) the price to the customer is fixed or determinable and (iv)
collection of the resulting receivable is reasonably assured.  The
Company does not record revenues from foreign customers until payment is
received from the foreign customers.
   F-7
  Concentrations
of Credit Risk
  The
Company's sales for the years ended December 31, 2008 and 2007 included sales to
one golf equipment distributor in South Korea which accounted for 24% and 0% of
total revenues, respectively.  If the Company should lose the
customer's business, the Company's sales and overall operations could suffer
significantly.
 
 Inventory
 
 Inventories
are stated at the lower of cost or market using the first-in, first-out (FIFO)
cost method of accounting.  Inventories are adjusted for estimated
obsolescence and written down to net realizable value based upon estimates of
future demand and market conditions.
 
 Stock-Based
Compensation
 
 Effective
July 1, 2005, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 123R. The Company has adopted the fair value based
method of accounting for stock-based employee compensation in accordance with
Statement of Financial Accounting Standards Number 123 (REVISED 2004),
"Share-Based Payment” (SFAS 123[R]). The Company uses the Black-Scholes
valuation model to value and record expenses relative to share based payments
when granted and vested.
  Advertising
Costs
 
 The
Company expenses the costs of advertising the first time the advertising takes
place. Prepaid media advertising and prepaid trade shows are expensed when
incurred.  Total advertising costs for 2008 and 2007 were $58,792 and
$63,100, respectively.
 
 Shipping
and Handling Costs
 
 Shipping
and handling costs are classified as a source of revenue.  They are
also classified as distribution costs and presented separately on the statements
of operations.
  
 F-8
  Property
and Equipment
 
 Property
and equipment is located at the Company's headquarters in Salinas, California
and is recorded at cost less accumulated depreciation. Depreciation and
amortization is calculated using the straight-line method over the expected
useful life of the asset, after the asset is placed in service. The Company
generally uses the following depreciable lives for its major classifications of
property and equipment:
  Description
                    
                    Useful
      LivesComputer
      hardware
                    
                    3-7
      yearsComputer
      software
                    
                    3-5
      yearsFurniture
      and Office Equipment
                    
                    7
      yearsProduction
      Equipment
                    
                    7
      yearsLeasehold
      improvements
                    
                    10
      years
  Valuation
of Long-Lived Assets
 
 Long-lived
tangible assets and definite-lived intangible assets are reviewed for possible
impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. The Company uses an
estimate of undiscounted future net cash flows of the assets over the remaining
useful lives in determining whether the carrying value of the assets is
recoverable. If the carrying values of the assets exceed the expected future
cash flows of the assets, the Company recognizes an impairment loss equal to the
difference between the carrying values of the assets and their estimated fair
values. Impairment of long-lived assets is assessed at the lowest levels for
which there are identifiable cash flows that are independent from other groups
of assets. The evaluation of long-lived assets requires the Company to use
estimates of future cash flows. However, actual cash flows may differ from the
estimated future cash flows used in these impairment tests. As of December 31,
2008, management does not believe any of the Company’s assets were
impaired.
 
 Goodwill
and Intangible Assets
 
 The
Company adopted SFAS No. 141, Business Combinations, and
SFAS No. 142, Goodwill and
Other Intangible Assets, effective June 2001 and revised in December,
2007. SFAS No. 141 requires the use of the purchase method of accounting for any
business combinations initiated after June 30, 2002, and further clarifies the
criteria to recognize intangible assets separately from goodwill. Under SFAS No.
142, goodwill and indefinite−life intangible assets are no longer amortized but
are reviewed for impairment annually.
 
 Cash
and Cash Equivalents
 
 For
purposes of the balance sheets and cash flow statements, the Company considers
all highly liquid investments with original maturities of three months or less
at time of purchase to be cash equivalents.
 
 Trade
Accounts Receivable
 
 Trade
accounts receivable are recorded at the invoiced amount and do not bear
interest. The allowance for doubtful accounts represents the Company’s best
estimate of the amount of probable credit losses in the existing accounts
receivable balance. The Company determines the allowance for doubtful accounts
based upon historical write-off experience and current economic conditions. The
Company reviews the adequacy of its allowance for doubtful accounts on a regular
basis. Receivable balances past due over 120 days, which exceed a specified
dollar amount, are reviewed individually for collectability. Account balances
are charged off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote.
 
 Allowances
for doubtful accounts receivable balances are recorded when circumstances
indicate that collection is doubtful for particular accounts receivable or as a
general reserve for all accounts receivable. Management estimates such
allowances based on historical evidence such as amounts that are subject to
risk. Accounts receivable are written off if reasonable collection efforts are
not successful.
 
 The
allowance for doubtful accounts totaled $5,000 as of December 31, 2008 and 2007,
respectively.
   F-9
   Credit Risk and Customers
 
 The
Company is diligent in attempting to ensure that it issues credit to
credit-worthy customers. However, the Company's customer base is small and our
accounts receivable balances are usually over 90 days outstanding, and that
exposes the Company to significant credit risk. Therefore, a credit loss can be
significant relative to the Company's overall profitability. However, through
the year ended December 31, 2008 and 2007, the Company has not suffered a
significant credit loss and such losses are not expected to occur in the near
future.
  Income
Taxes
 
 Income
taxes are accounted for under the asset and liability method in accordance with
SFAS No. 109 Accounting for
Income Taxes. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
 
 In July,
2006, the FASB issued FASB Interpretations No. 48, Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”), which
clarifies the accounting for uncertainty in tax positions taken or expected to
be taken in a return. FIN 48 provides guidance on the measurement, recognition,
classification and disclosure of tax positions, along with accounting for the
related interest and penalties. FIN 48 became effective as of January 1, 2007
and had no impact on the Company’s financial statements.
 The
charge for taxation is based on the results for the year as adjusted for items,
which are non-assessable or disallowed. It is calculated using tax rates that
have been enacted or substantively enacted by the balance sheet
date.
 
 Research
and Development
 
 Research,
development, and engineering costs are expensed as incurred, in accordance with
SFAS No. 2, Accounting for
Research and Development Costs.  Research, development, and
engineering expenses primarily include payroll and headcount related costs,
contractor fees, infrastructure costs, and administrative expenses directly
related to research and development support. Research and development expenses
for 2008 and 2007 were $2,480 and $17,800, respectively.
 
 Basic
and Diluted Net Loss Per Share
 
 The
Company utilizes the provisions of SFAS No. 128, Earnings per Share to
calculate income or loss per share. Basic income or loss per share is computed
by dividing the income or loss available to common stockholders (as the
numerator) by the weighted-average number of common shares outstanding (as the
denominator). Diluted income or loss per share is computed similar to basic
income or loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if all
potential common stock (including common stock equivalents) had all been issued,
and if such additional common shares were dilutive. Under SFAS No. 128, if the
additional common shares are dilutive, they are not added to the denominator in
the calculation. Where there is a loss, the inclusion of additional common
shares is anti-dilutive (since the increased number of shares reduces the per
share loss available to common stock holders). For the years ended December 31,
2008 and 2007, there were no shares of common stock excluded from the
calculation of diluted net loss per share.
 
 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, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Estimates and assumptions are periodically reviewed and the effects
of revisions are reflected in the financial statements in the period they are
determined to be necessary. The financial statements include some amounts that
are based on management’s best estimates and judgments. Significant estimates
include the allowance for uncollectible accounts receivable, depreciation, and
amortization, useful lives of fixed assets and intangible assets, and tax
liabilities. These estimates may be adjusted as more current information becomes
available, and any future adjustments could be significant in nature to the
financial statements taken as a whole.
  Fair
Value of Financial Instruments
 
 The
Company’s financial instruments, including its cash, are carried at cost, which
approximates fair value due to the short term maturity of these
instruments.
  
 F-10
  Reclassifications
 
 The
Company has made certain reclassifications to the 2007 financial statements
herein, in order for the 2007 financial results to be comparable to the 2008
financial statements. The reclassifications did not impact total assets, total
liabilities, total stockholders’ deficit or net loss for 2007.
 
 NOTE
3 – GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  the Company has an accumulated deficit
of $5,371,114 as of December 31, 2008, and had a generated a loss from
operations of $1,308,112 for the year ended December 31, 2008, which raises
substantial doubt about the Company’s ability to continue as a going
concern.  There is no guarantee that the Company will achieve
profitable operations in the next fiscal year. These conditions raise
substantial doubt about the Company's ability to continue as a going
concern.
 
 The
future of the Company is dependent upon its ability to obtain debt or equity
financing and the profitable expansion of the Company's operations. Management
has plans to seek additional capital through a private placement or public
offering of its common stock.  The Company has an extensive marketing
plan that it hopes to implement in 2009 and expects the marketing plan will
generate increased sales with new customers and within new
demographics.
 
 The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
 
 NOTE
4 – ACCOUNTS RECEIVABLE
 
 The
following table provides details on changes within the Company’s allowance for
doubtful accounts during the years ended December 31, 2008 and 2007,
respectively.
  2008
                    
                    2007Beginning
      allowance for doubtful accounts
                    
                    $
                    5,000
                    
                    
                    $
                    -Additional
      charge to bad debt expense
                    
                    
                    -
                    
                    
                    
                    5,000Ending
      allowance for doubtful accounts
                    
                    $
                    5,000
                    
                    
                    $
                    5,000
  NOTE
5 – OTHER RECEIVABLE
  In
accordance with an August 4, 2008 investment banking agreement with Criterion
Capital Partners LLC (“Criterion”), the Company is to be reimbursed for certain
accounting and legal costs incurred during 2008.  The Company
completed a self registration under the Exchange Act of 1933 with the United
States Securities and Exchange Commission on February 12, 2009.  As a
result, the Company is expecting reimbursement of these costs which totaled
$18,137 as of December 31, 2008.  The Company has no reason to believe
it can not collect on this receivable and is in communications with Criterion
regarding collection of the balance and for other business
purposes.
  NOTE
6 – BARTER RECEIVABLE
  The
Company is involved in two barter organizations that involve the sale of the
Company’s products and the Company has access to goods and services of member
organizations of the barter organizations.  As of December 31, 2008
and 2007, the Company had built up a receivable of goods and services through
the barter organizations of $65,577 and $71,143 respectively.
 
  F-11
   NOTE
7 – INVENTORY
  Inventories
are stated at the lower of the cost (determined using the first-in, first-out
method) and are comprised of the following:
  2008
                        
                        2007Raw
      Materials
                        
                        $
                        114,943
                        
                        
                        $
                        127,375Finished
      Goods
                        
                        
                        24,967
                        
                        
                        
                        21,717Overhead
      Allocation
                        
                        
                        19,349
                        
                        
                        
                        13,267$
                        159,259
                        
                        
                        $
                        162,359
  NOTE 8 – PROPERTY AND
EQUIPMENT
 
 Property
and equipment consisted of the following:
  2008
                      
                      
                      2007Furniture
      & Fixtures
                      
                      $
                      291,830
                      
                      
                      $
                      287,186Office
      Equipment
                      
                      
                      78,376
                      
                      
                      
                      76,773Trade
      Show Booth
                      
                      
                      53,138
                      
                      
                      
                      48,393Leasehold
      Improvements
                      
                      
                      6,219
                      
                      
                      
                      6,219429,563
                      
                      
                      
                      418,571Less:
      Accumulated Depreciation
                      
                      
                      (380,382
                      )
                      
                      
                      (348,448
                      )$
                      49,181
                      
                      
                      $
                      70,123
 
 Depreciation
and amortization totaled $31,877 and $36,688 for the years ended December 31,
2008 and 2007, respectively.
  NOTE 9 –
RELATED PARTY PAYABLE
 
 On
September 30, 2008, the Company entered into a promissory note for $525,826 with
the Company’s Chief Executive Officer. The promissory note carries interest at
7% and is due in full on December 31, 2012.
 
 The table
below details transactions related to the advances and repayments to the
Company's Chief Executive Officer during the year ended December 31,
2008:
  Beginning
      Balance Payable (Principal and Interest), as of December 31,
      2007
                      
                      $
                      1,647,688Repayments
      and Adjustments to Reduce Principal Balance
                      
                      
                      (196,576
                      )Accrued
      Interest
                      
                      
                      37,893Conversion
      of Debt to Common Stock
                      
                      
                      (1,000,000
                      )Advances
      From Chief Executive Officer
                      
                      
                      50,190Ending
      Balance Payable, as of December 31, 2008
                      
                      $
                      539,195
 
 The
remaining balance on the loan payable to the Chief Executive Officer as of
December 31, 2008 is due in full as of December 31, 2012.
 
 The table
below details transactions related to the loan payable to the Company's Chief
Executive Officer during the year ended December 31, 2007:
  Beginning
      Balance Payable (Principal and Interest), as of December 31,
      2006
                      
                      $
                      1,197,383Repayments
      and Adjustments to Reduce Principal Balance
                      
                      
                      (154,024
                      )Accrued
      Interest
                      
                      
                      102,707Advances
      From Chief Executive Officer
                      
                      
                      501,622Ending
      Balance Payable, as of December 31, 2007
                      
                      $
                      1,647,688
 
  F-12
    On
February 13, 2008, the Company entered into a promissory note for $30,000 with a
trust controlled by a member of the Company’s Board of Directors.  The
promissory note carries interest at 7% and was due in full on February 12,
2009.  The Company defaulted on this promissory note and is currently
in the process of negotiating with the lender for an extension or modification
to the loan terms.
 
 On
December 31, 2005, the Company entered into a promissory note for $185,198 with
a member of the Company’s Board of Directors.  The promissory note
carries interest at 7%, required payments on the principle balance outstanding
of $2,100 a month and was due in full in approximately March,
2013.  The Company defaulted on this promissory note, which caused the
promissory note to be due on demand and is currently in the process of
negotiating with the lender for an extension or modification to the loan
terms.
 
 Interest
expense for the years ending December 31, 2008 and 2007, was $68,387 and
$115,230, respectively.
 
 NOTE
10 - STOCKHOLDERS’ EQUITY
  Feel Golf
Company, Inc. is authorized to issue 100,000,000 shares, in aggregate,
consisting of 100,000,000 shares of common stock.  The Company's
Certificate of Incorporation authorizes the Board of Directors (the “Board”) to
determine the preferences, limitations and relative rights of any class or
series of Company preferred stock prior to issuance and each such class or
series must be designated with a distinguishing designation prior to issuance.
As of December 31, 2008, 15,845,575 shares of the Company’s common stock were
issued and outstanding.
  On August
30, 2008, the Company entered into a contract with its legal counsel to assist
the Company in its efforts to become a public company in the United States of
America.  The Company issued a total of 25,000 shares of the Company's
common stock valued at $25,000 to its legal counsel.
 
 On August
4, 2008, the Company entered into a contract with Criterion Capital Partners LLC
("Criterion") to assist the Company in its efforts to become a public company in
the United States of America.  The Company issued Criterion a total of
1,205,726 shares of the Company's common stock which were valued at
$1,205,726.
 
 On May 5,
2008, the Company completed a private placement for the sale of 77,500 shares of
the Company's common stock with various accredited investors for gross proceeds
of $77,500.
 
 On
January 2, 2008, a trust controlled by the Company's Chief Executive Officer
agreed to convert $1,000,000 in debt the Company owed to the trust into
1,000,000 shares of the Company's common stock.
 
 On
December 1, 2007, the Company completed a private placement for the sale of
10,000 shares of the Company's common stock with an accredited investor for
gross proceeds of $10,000.
 
 On July
31, 2007, the Company completed a repurchase of 120,000 shares of the Company's
common stock for $11,000.
  NOTE
11 - TAXES
 
 The FASB
has issued Statement of Financial Accounting Standards No. 109 (“SFAS
109”), “Accounting for Income Taxes”, which requires the asset and liability
method of accounting for income taxes. Under the asset and liability method,
deferred income taxes are recognized for the tax consequences of “temporary
differences” by applying enacted statutory tax rates applicable to future years
to differences between the financial statement carrying amounts and the tax
basis of existing assets and liabilities.
  The
Company's net deferred tax asset as of December 31, 2008 and December 31, 2007
consisted of the following:
  December
      31, 2008
                      
                      
                      December
      31, 2007Net
      operating loss carry forward
                      
                      $
                      226,000
                      
                      
                      $
                      -Valuation
      allowance
                      
                      
                      (226,000
                      )
                      
                      
                      -Net
      deferred tax asset
                      
                      $
                      -
                      
                      
                      $
                      -
 
 
 Total net
operating losses of approximately $551,000 and $0 generated for the years ended
December 31, 2008 and December 31, 2007 will begin to expire in
2028.
   F-13
   The
components of current income tax expense for the years ended December 31,
2008 and December 31, 2007, consisted of the following:
  December
      31, 2008
                    
                    
                    December
      31, 2007Current
      federal tax expense
                    
                    $
                    —
                    
                    
                    $
                    —Current
      state tax expense
                    
                    
                    —
                    
                    
                    
                    —Change
      in NOL benefits
                    
                    
                    226,000
                    
                    
                    
                    -Change
      in valuation allowance
                    
                    
                    (226,000
                    )
                    
                    
                    -Income
      tax expense
                    
                    $
                    —
                    
                    
                    $
                    —
  The following is a reconciliation of the provision for income taxes at the
United States federal income tax rate to the income taxes reflected in the
Statement of Operations:
  December
      31, 2008
                  
                  December
      31, 2007Tax
      expense (credit) at statutory rate-federal
                  
                  
                  (35
                  %)
                  
                  
                  (35
                  %)State
      tax expense net of federal tax
                  
                  
                  (6
                  %)
                  
                  
                  (6
                  %)Changes
      in valuation allowance
                  
                  
                  41
                  %
                  
                  
                  41
                  %Tax
      expense at actual rate
                  
                  
                  0
                  %
                  
                  
                  0
                  %
 
 Deferred
income taxes reflect the net tax effect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. Through June 30, 2008, the Internal
Revenue Service classified the Company as an S Corporation for tax purposes. As
a result, all gains and losses were passed through to the Company's
shareholders.
 
 The
Internal Revenue Service granted the Company's request to elect classification
as a C Corporation.  The C Corporation status was effective on July 1,
2008.
 
 There is
no provision for income taxes as of December 31, 2008 due to the significant
loss incurred by the Company from July 1, 2008 through December 31,
2008.
 
 NOTE
12 - COMMITMENTS & CONTINGENCIES
 
 Operating
Leases
 
 On
February 1, 2007, the Company entered into a thirty six month lease agreement
with an unrelated party for approximately 5,500 square feet of manufacturing and
office space in Salinas, California.  The following table summarizes
the Company’s future minimum lease payments under operating lease agreements for
the five years subsequent to December 31, 2008:
 
 Year
      Ended December 31,2009
                          
                          $
                          41,8212010
                          
                          
                          42,8652011
                          
                          
                          43,937$
                          128,623
 
 The
Company recognizes lease expense on a straight-line basis over the life of the
lease agreement. Contingent rent expense is recognized as it is incurred. Total
rent expense in continuing operations from operating lease agreements was
$46,735 and $44,659 for the years ended December 31, 2008 and 2007,
respectively.
  Contingent
Liabilities
  On August
4, 2008, the Company entered into a consulting agreement with Criterion for
investment banking services.  Under the terms of the contract,
Criterion received 1,205,726 shares of the Company's common stock, valued at
$1,205,726, as the base compensation for Criterion's
services.  Additionally, if the Company’s common stock should be
listed on the NASDAQ Global Select market by November 1, 2009, then Criterion
would immediately be entitled to purchase up to 1% of the Company’s fully
diluted common stock at a 20% discount to the average closing price of the
Company’s common stock for the 30 trading days prior to November 1,
2009.  Or, at the option of Criterion, Criterion would receive
cashless warrants representing 1% of the Company’s current fully diluted
outstanding common stock at an exercise price equal to a 20% discount to the
average closing price of the Company’s common stock for the 30 trading days
prior to November 1, 2009.
   F-14
 
  Litigation
  The
Company may be involved from time to time in ordinary litigation that will not
have a material effect on its operations or finances. The Company is not aware
of any pending or threatened litigation against the Company or the Company's
officers and directors in their capacity as such that could have a material
impact on the Company's operations or finances.
 
 NOTE
13 - RELATED PARTY TRANSACTIONS
 
 Through
the date of these financial statements, the Company had significant related
party transactions with its majority stockholder and Chief Executive Officer, or
entities controlled by the Chief Executive Officer.
 
 On
September 30, 2008, the Company entered into a promissory note for $525,826 with
the Company’s Chief Executive Officer. The promissory note carries interest at
7% and is due in full on December 31, 2012.
 
 On
February 13, 2008, the Company entered into a promissory note for $30,000 with a
trust controlled by a member of the Company’s Board of Directors.  The
promissory note carries interest at 7% and was due in full on February 12,
2009.  The Company defaulted on this promissory note and is currently
in the process of negotiating with the lender for an extension or modification
to the loan terms.
 
 On
January 2, 2008, a trust controlled by the Company’s Chief Executive Officer
agreed to convert $1,000,000 in debt the Company owed to the trust into
1,000,000 shares of the Company's common stock valued at
$1,000,000.
 
 NOTE
14 – SUBSEQUENT EVENTS
 
 On
February 12, 2009, the Company's registration statement on Form S-1 was declared
effective by the United States Securities and Exchange Commission.
 
 On
February 27, 2009, the Company's application with the Financial Industry
Regulatory Authority was approved.  The Company was notified its
common stock will trade on the Over the Counter Bulletin Board under the stock
symbol "FEEL."
 
 On
February 28, 2009, the Company entered into a convertible promissory note with
an unaffiliated individual for $5,000.  The convertible promissory
note carries interest at 7% per annum and is due on demand on November 25,
2009.  Upon maturity and if not paid in full, the convertible
promissory note is convertible into the Company's common stock at the current
market value of Company’s common stock at the holder’s discretion.
 
 On March
5, 2009, Wylie Mitchell resigned as a member of the Company's Board of
Directors.
 
 On March
9, 2009, the Company notified Criterion that it had breached its consulting
agreement.
 
 On March
10, 2009, the Company entered into a short term note payable with a trust
controlled by a shareholder for $20,000.  The short term note payable
carries interest at 10% per annum and is due in full on December 31,
2009.  The holder of the short term note payable also has an option to
convert the outstanding balance on the note subsequent to June 30,
2009.  The conversion price will be calculated based on a 20% discount
to the average of the previous 30 days’ closing price of the Company’s common
stock.
 
 On March
11, 2009, the Company entered into an Investor Relations Agreement with Cirrus
Financial Communications, LLC (“Cirrus”).  In accordance with the
Investor Relations Agreement, the Company agreed to issue 110,000 shares of the
Company’s common stock to Cirrus immediately along with an additional 140,000
shares over the next 4 months. An additional issuance of 50, 000 shares of the
Company’s common stock will be issued upon the filing of the Company’s next
registration statement. An
additional issuance of 50,000 shares of the Company’s common stock will be
issued upon the filing of the Company’s next registration
statement.
   F-15
   On March
23, 2009, the Company hired James Crane as its Chief Financial
Officer.  Mr. Crane will receive cash compensation on a monthly basis
and was awarded 160,000 shares of the Company’s common stock, subject to vesting
restrictions.  An initial 80,000 shares of common stock are to be
fully vested upon the Company entering into the contract with Mr.
Crane.  The remaining 80,000 shares of the Company’s common stock will
vest over the twelve month period ending March 22, 2010.
 
 On April
1, 2009, the Company entered into a seven year licensing and distribution
agreement with a distributor based in South Korea.  The minimum value
of the contract is approximately $4.2 million.
 
 NOTE
15 - RECENTLY ISSUED ACCOUNTING STANDARDS
  In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.
   F-16
  
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations. This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
 
 In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.
    F-17
 
 
 Item
9.         CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  (1)   Previous
Independent Auditors:
  (i) On March 23, 2009, our Board of Directors (the “Board”)
dismissed Hawkins Accounting (“Hawkins”) as its independent registered
public accounting firm.  On March 31, 2009, we engaged Moore &
Associates(“Moore”) as our
principal independent accountant.  This decision to engage Moore was
ratified by the majority approval of our Board of Directors.
  (ii)
Other than the disclosure of uncertainty regarding the ability for us to
continue as a going concern which was included in Hawkins audit’s report on the
financial statements for the past two years, the principal accountant’s report
on the financial statements for either of the past two years did not contain an
adverse opinion or disclaimer of opinion, or was not modified as to uncertainty,
audit scope, or accounting principles.  For the two most recent fiscal
years and any subsequent interim period through Hawkins’s termination on March
23, 2009, Hawkins disclosed the uncertainty regarding our ability to continue as
a going concern in its accountant’s report on the financial statements for
us.  There has been no other disagreements between us and Hawkins on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Hawkins would have caused it to make a reference to the
subject matter of the disagreement in connection with its reports.
  (iii) Our
Board of Directors approved the decision to engage Moore.
  (iv) In
connection with its review of financial statements through March 23, 2009, other
than the disclosure listed in subparagraph (ii), there have been no
disagreements with Hawkins on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Hawkins would have caused
them to make reference thereto in their report on the financial
statements.
  (v)  During
the two most recent audit periods ending December 31, 2006 and 2007 and the
interim periods through March 23, 2009 there have been no other reportable
events with us as set forth in Item 304(a) (i) (v) of Regulation
S-K.
  (vi) We
requested that Hawkins furnish us with a letter addressed to the SEC stating
whether or not it agrees with the above statements.  A copy of such
letter is filed as an Exhibit to this Form 8- filed on April 3, 2009 and
incorporated herein by reference.
  (2)  New
Independent Accountants:
  (i)  We
engaged as our new independent auditors as of March 31, 2009.  Prior
to such date, we did not consult with Moore regarding (i) the application
of accounting principles, (ii) the type of audit opinion that might be rendered,
or (iii) any other matter that was the subject of a disagreement between the
Company and its former auditor as described in Item 304(a)(1)(iv) of Regulation
S- B.
  Item
9A.      CONTROLS AND PROCEDURES
  Evaluation
of Disclosure Controls and Procedures
  Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Management's
Annual Report on Internal Control Over Financial Reporting.
 
 The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
   14
   Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2008. The framework used by management in
making that assessment was the criteria set forth in the document entitled “
Internal Control – Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that assessment, our
management has determined that as of December 31, 3008, the Company’s internal
control over financial reporting was effective for the purposes for which it is
intended.
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
  Changes
in Internal Control over Financial Reporting
 
 No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
  PART
III
  Item
10.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
 
 The
following table sets forth the names, ages, and positions of our executive
officers and directors as of the April 13, 2009.
  NAME
                  AGE
                  POSITIONLee
      Miller
                  68
                  President,
      Chief Executive OfficerDavid
      Otterbach
                  50
                  Chief
      Operating OfficerJames
      Crane
                  32
                  Chief
      Financial Officer
  Certain
Significant Employees
  NAME
                AGE
                POSITIONGreg
      Cottingham
                54
                General
      Manager
 
 Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
 
 LeeMiller
 
 Mr.
Miller has experience in operations, and early on, he was in mergers and
acquisitions for USS Chemicals, a division of U.S. Steel. He personally has
acquired, and sold several golf & non golf companies during his career. From
1977 until 1996, he was the Chairman of Hilco Technologies, Inc., a high-tech
supplier to the aircraft, medical, automotive industries and a
prime Department of Defense (DOD) Contractor. In 1977, Mr. Miller served as
Honorary Vice-Chairman for Checker Motors under the Chairmanship of Ed Cole, his
mentor and former President of General Motors. Mr. Miller is a member of the
Professional Golfers Association (PGA) and an associate member of the Senior PGA
Tour. He studied accounting and financial analysis at
Davenport College, earned a Mechanical Engineering certificate (MDTA), and
his MBA and PhD from the University of Beverly Hills.
 
 David
Otterbach
 
 Mr.
Otterbach has been our Chief Operating Officer since March 2007 and is a member
of the Board of Directors. His past business experience includes working in
different industries and previously serving on the Board of Directors for
several companies. At this time, Mr., Otterbach is not serving on the Board of
Directors of any other companies except for us. Prior working for us, he
co-founded and was the COO for 5 years of Sensory-View of America, a technology
company based in Austin, TX, where he managed day-to-day operations of the
business.  Previously, he founded a consulting firm serving general
business where he implemented Client Company marketing, sales & business
development strategies and managed day-to-day operating
productivity.  From 1984 - 1996, Mr. Otterbach participated in both
public and private equity markets as a Senior Vice President with Wall Street
firms including Drexel Burnham Lambert & Lehman Brothers.  He
graduated with a BS from Georgia Tech (’81) & received his MBA with Honors
(’96) from Texas State University.
   15
   James
Crane
 
 Mr. Crane
was hired as our Chief Financial Officer on March 23, 2009.  Mr. Crane
is a Certified Public Accountant and holds licenses as a general securities
representative. Mr. Crane has significant experience with United States public
company finance and accounting matters, where he has served businesses traded on
the New York Stock Exchange, NASDAQ and Over the Counter Bulletin Board (U.S.)
since 1999. Mr. Crane is responsible for all financial and accounting matters
for the Company and is specifically tasked with ensuring the Company's public
financial filings are completed in a timely manner.  Mr. Crane holds a
B.S. in Accountancy from Bentley University and was formerly employed by an
international accounting firm, Ernst & Young LLP.  Mr. Crane is
the founder of his professional services firm, J. Crane & Company, and
currently serves as the Chief Financial Officer of MyStarU.com, Inc. and
BioNeutral Group, Inc., both of which are issuers traded on the United States
Over the Counter Bulletin Board market and as Chief Executive Officer of
Peerless Capital Corporation, an SEC filer.
 
 David
Worrell
 
 Mr.
Worrell is a member of our Board of Directors. Mr. Worrell is a successful
serial entrepreneur, published author and internationally experienced
consultant. He specializes in offering compelling strategies and strong
execution to lead rapidly growing companies.
 
 From 2005
to present, Mr. Worrell is the CFO and partner of Pharma Services Network in
Charlotte, NC (“PSN”). PSN is the U.S. representative office for a portfolio of
foreign Contract Research Organization (“CROS”) that serves the U.S.
pharmaceutical market. He was the founder and partner of Monterey Venture
Partners in Monterey, California from 1999 to 2005, which provides financial and
strategic services, including capital formation, business case development,
valuation and operational assistance to emerging, high-growth companies
across the U.S. From 2002 to 2003, he is the director of the Corporate
Development at Chicago Tokyo Group in Charlotte, NC. He developed a new medical
device import business to compliment an existing consulting practice, and led
U.S. effort to develop channel partnerships including relationships with
suppliers, financiers, and referral sources. From 1993 to 1999, he was the
president of InfoQuest! International (now SilverPop), a telecommunications
service provider in Kansa, where he restructured price, service offerings, sales
and marketing of the company, took the company from significant operating losses
to profitability within two months, and grew the business and sold it to a
Silicon Valley competitor. From 1991 to 1993, he was the vice president and
strategy consultant at Chicago Tokyo Group, Inc. in Japan, where he provided
strategic management, marketing, and regulatory consulting to Fortune 500
medical decide and pharmaceutical companies entering the Japanese
market.
  In 2004,
Mr. Worrell served on the board of directors of Metrolina Entrepreneurship, a
non-profit corporation headquartered in Charlotte, North Carolina.
 
 Since
2002, Mr. Worrell has been a contributing finance writer of Entrepreneur Media
in Irvine, California. He writes bi-monthly for “Raising Money” column and
financial feature stories that are widely syndicated, and has published over
fifty articles on various strategy and finance topics from bootstrapping to
public offering.
 
 Mr.
Worrell received his BA in International Business Administration from
Ohio State University in 1990. He completed continuing professional
education in “Venture Capital Finance” in 2003 and 2006, and continuing
profession education in “Private Equity & Mezzanine Finance” in 2003, 2004
and 2005.  He is bilingual in English and Japanese (Level 2
Certification).
 
 Wylie
Mitchell
 
 Mr.
Mitchell is a member of our Board of Directors. He has a wealth of business
experience in leasing, investment and land sales. He is currently the vice
president of BT Commercial Real Estate and performs full service real estate
brokerage service throughout the Monterey County area in California. He has
accomplished dozens of significant transactions involving sales and leases of
properties ranging from 5,000 square feet to 700 acres.
 
 From 1991
to 1995, Mr. Mitchell worked for Moser Cunningham Commercial Real Estate in
California. From 1979 through 1991, he was the owner and broker of Century 21
Advantages Realtors.
 
 Mr.
Mitchell is affiliated with many professional organizations. He is a member of
the National Association of Realtors, California Association of Realtors,
National Academy of Real Estate Exchangers, Salinas Elks Lodge, and Steering
Committee on Violence and Injury Prevention Team of the City of Salinas. He is
on the board of Old Town Salinas Association. He was the president of Rotary
International, the vice president director of Salinas Chamber of Commerce, and a
board member of United Way.
 
 Mr.
Mitchell received his AA from Hartnell Community College in 1959. He
attended the Real Estate Extension Class at the University of Southern
California. Mr. Mitchell received his real estate license from the State of
California in 1976.
 
 On March
5, 2009, Wylie Mitchell resigned as a member of our Board of
Directors.
   16
   Greg
Cottingham
 
 Mr.
Cottingham, a PGA Member for the past 10 years, is our General
Manager.  His responsibilities include management of our USA assembly
operation of golf clubs, inventory control, shipping & receiving, invoicing
and other related day-to-day operational matters. His direct experience in the
golf industry exceeds 20 years including being the Assistant Head Golf
Professional at the Neumann Golf Course in Cincinnati, Ohio.  He
attended the University of Cincinnati and resides with his family in Carmel,
CA.
  Term
of Office
  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board
 
 Current
Issues and Future Management Expectations
 
 No board
audit committee has been formed as of the filing of this Annual
Report.
  Compliance
With Section 16(A) Of The Exchange Act.
  Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.
  Code
of Ethics
  The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
 
 Item
11.      EXECUTIVE COMPENSATION
 
 The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended
December 31, 2008, 2007, and 2006 in all capacities for the accounts of our
executive, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
  SUMMARY
COMPENSATION TABLE
  Name
      and Principal Position
              Year
              
              Salary
                ($)
              
              
              Bonus
                ($)
              
              
              Stock
      Awards
                ($)
              
              
              Option
      Awards
                ($)
              
              
              Non-Equity
      Incentive Plan Compensation ($)
              
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              
              All
      Other Compensation
                ($)
              
              
              Totals
                ($)Lee
      Miller
              2008
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0(CEO,
      Interim CFO)
              2007
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0David
      Otterbach
              2008
              
              
              36,000
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              36,000(COO)
              2007
              
              
              27,000
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              27,000
 
 Option Grants
Table.
 There
were no individual grants of stock options to purchase our common stock made to
the executive officer named in the Summary Compensation Table through December
31, 2008.
  Aggregated
Option Exercises and Fiscal Year-End Option Value Table.There were no stock options
exercised during period ending December 31, 2008 by the executive officer named
in the Summary Compensation Table.
  Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP
   17
  Compensation of
Directors
 
 Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
 
 Employment
Agreements
 
 We do not
have any employment agreements in place with our officers or
directors.
  Item
12.       SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
  The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of April 13,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
  Title
      of Class
                Name
      and Address
                  of
      Beneficial Owner
                Amount
      and Nature
                  of
      Beneficial Owner
                Percent
      of
                  Class
      (1)Common
      Stock
                Lee
      Miller
                  Address:
                  25943
      Deer Run Lane
                  Salinas,
      CA 93908
                11,456,219
      (2)
                72.30%Common
      Stock
                Wylie
      Mitchell
                  Address:
                  43
      Harper Canyon Road
                  Salinas,
      CA  93908
                1,132,670
      (3)
                7.15%Common
      Stock
                Adam
      Levin
                  Address:
                  11648
      Ventura Boulevard
                  Suite
      595
                  Studio
      City, CA 91604
                1,205,726
      (4)
                7.61%Common
      Stock
                All
      executive officers and directors as a group
                12,588,889
                79.45%
  (1)     Based
upon 15,845,575 shares outstanding as of February 6, 2009.
 (2)     Represents
11,456,219 shares held by the Miller Family Trust as of February 6,
2009.
 (3)     Represents
1,132,670 shares held by the Mitchell Family Trust as of February 6,
2009.
 (4)     Adam
Levin beneficially owns the 1,205,726 shares through his ownership of Criterion
Capital Partners, LLC.
 
 Stock Option
Grants
  We have
not granted any stock options to our executive officer since our
incorporation.
 
 Item
13.      CERTAIN RELATIONSHIPS AND RELATED
TRANSACTION, AND DIRECTORINDEPENDENCE
 
 On
December 12, 2005, we entered into a promissory note with Mitchell Family Trust
with a principal amount of $185,198.48 and an interest rate of 7% annum. As of
September 30, 2008, the principal amount of the promissory note was 195,859.86
and for the nine months period ended September 30, 2008, the accrued interest
was $6,439.98. On February 13, 2008, we received a short-term loan of $30,000
from Mitchell Family Trust, with a maturity of one year, with interest rate 7%
annum. Interest expense for the period ending September 30, 2008, was $1,312.
Mr. Wylie Mitchell, member of our Board of Directors, is the trustee of the
Mitchell Family Trust and has investment control if its shares of our common
stock.
  On
December 31, 2007, we entered into a promissory note with Miller Family Trust
with a principal amount of $1,647,688 and an interest rate of 7% annum. The
monthly repayment is due on or before the 15th of each month in the amount of
$9,691.61. On January 2008, our debt to the Miller Family Trust in the amount of
$1,000,000 was converted into shares of our common stock.  On September 30,
2008, the company  the principle and interest outstanding balances
into a new note of $525,286  bearing simple interest of 7% per annum,
specifying that the repayment schedule is a balloon loan due to be paid on or
before December 31, 2012. The company shall have the election to repay in
periodic payments, applied first to interest then principal.   Mr. Lee
Miller, our CEO and Chairman of our Board of Directors, is the trustee of the
Miller Family Trust and has investment control of its shares of our common
stock.
   18
  On August
4, 2008, we entered into a consulting agreement with Criterion Capital Partners,
LLC who owns more than five (5%) percent of the outstanding shares of our
comment stock. Adam Levin is the principal of Criterion Capital Partners,
LLC and has investment control of its shares of our common stock. Pursuant to
the consulting agreement, Criterion Capital Partners, LLC serves as a strategic
advisor to assist us in our business development by rendering business and
financial advisory services. The total value of the services over the life of
the agreement is valued at $1,205,726.
 
 On
September 30, 2008, the Company entered into a promissory note for $525,826 with
the Company’s Chief Executive Officer. The promissory note carries interest at
7% and is due in full on December 31, 2012.
 
 On
February 13, 2008, the Company entered into a promissory note for $30,000 with a
trust controlled by a member of the Company’s Board of Directors.  The
promissory note carries interest at 7% and was due in full on February 12,
2009.  The Company defaulted on this promissory note and is currently
in the process of negotiating with the lender for an extension or modification
to the loan terms.
 
 On
January 2, 2008, a trust controlled by the Company’s Chief Executive Officer
agreed to convert $1,000,000 in debt the Company owed to the trust into
1,000,000 shares of the Company's common stock valued at
$1,000,000.
 
 Item
14.       PRINCIPAL ACCOUNTANT FEES AND
SERVICES
 
 Audit
Fees
  For the
Company’s fiscal years ended December 31, 2008 and 2007, we were billed
approximately $33,000 and $36,000 for professional services rendered for the
audit and review of our financial statements.
  Audit Related
Fees
 
 There
were no fees for audit related services for the years ended December 31, 2008
and 2007.
 
 Tax Fees
  For the
Company’s fiscal year ended December 31, 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.  In 2007, we were billed $4,715.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2008 and
2007.
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
 
 Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
 
 -approved
by our audit committee; or
 
 -entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
 
 We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors.
 
 The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does not have records of what
percentages of the above fees were pre-approved.  However, all of the
above services and fees were reviewed and approved by the entire board of
directors either before or after the respective services were
rendered.
   19
 
  PART
IV
 
 Item
15.      EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
  a)
Documents filed as part of this Annual Report
  1.  Financial
Statements
  2.
Financial Statement Schedules
  3.
Exhibits
  14.1          
Code of Ethics
 16.1           Letter
from Hawkins & Company, P.A. *
 31.1           Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
 31.2          
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial
Officer
 32.1           Section
1350 Certification of Chief Executive Officer
 32.2           Section
1350 Certification of Chief Financial Officer
 
 *Filed as
Exhibit to the Form 8-K filed on April 2, 2009 and incorporated herein by
reference.
 
  20
   SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
  Dated:
April 23, 2009
  By/s/LeeMiller
 Lee
Miller,
 Chief
Executive Officer,
 
  By/s/James
Crane
 James
Crane,
 Chief
Financial Officer,
 Principal
Accounting Officer
 
 In
accordance with the requirements of the Securities Act of 1933, as amended, this
registration statement was signed below by the following persons in the
capacities and on the dates stated.
  /s/
      Lee Miller
                  
                  
                  /s/
      David OtterbachName:
      Lee Miller
                  
                  
                  Name:
      David OtterbachTitle: 
      Chief Executive Officer,
                    Principal
      Accounting Officer
                  
                  
                  Title:
      Director, Chief Operating Officer
  /s/
      David Worrell
                    
                    
                    /s/
      James
      CraneName:
      David Worrell
                    
                    
                    Name:
      James CraneTitle:
      Director
                    
                    
                    Title:
      Chief Financial Officer,
                      Principal
      Accounting Officer
     21