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, 2009





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)(831)
      422-9300(Registrant’s
      telephone number, including area
code)





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     Nox





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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes o   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





Revenues
for twelve months ended December 31, 2009: $485,773.





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: approximately $303,675.   Shares of common stock held by each
executive officer and director of the registrant and each person who
beneficially owns 10% or more of the registrant’s outstanding common stock has
been excluded from the calculation.  This determination of affiliated
status may not be conclusive for other purposes.





As of
April 13, 2010, the registrant had 19,900,388 shares issued and outstanding,
respectively.


Documents Incorporated by
Reference: None










TABLE
OF CONTENTS





PART IITEM
      1.
            DESCRIPTION
      OF BUSINESS
            1ITEM
      2.
            PROPERTIES
            6ITEM
      3.
            LEGAL
      PROCEEDINGS
            6ITEM
      4.
            (REMOVED
      AND RESERVED)
            6PART
      IIITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
            6ITEM
      6.
            SELECTED
      FINANCIAL DATA
            7ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            7ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            15ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
            F-1ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            16ITEM
      9A.
            CONTROLS
      AND PROCEDURES
            17PART
      IIIITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            19ITEM
      11.
            EXECUTIVE
      COMPENSATION
            21ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
            22ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCEITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            22PART
      IV
            
            23ITEM
      15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
            24SIGNATURES
            
            25














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
eight different degrees of loft (46°, 52° 54° 56°, 58° 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.




1


In
February 2010, we launched a totally new wedge design called, the “Lee Miller
Signature” wedges designed by our CEO, Lee Miller. The new wedge line also has
added two additional lofts of 54o and 58o bringing the total number of lofts
available to eight (8). The “Signature” series is available in a QPQ (Melonite
Black) finish as well as a Matte Chrome Satin finish.





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.





Acquisition





New to
the Feel product line is Caldwell Golf's highly advanced ceramic product
line.  In August 2009, Feel Golf acquired the assets of Caldwell Golf
of Carlsbad, CA, for 1,250,000 shares of Feel Golf’s common stock. The fair
market value appraised by a third party certified appraiser was approximately $
3,300,000.





Caldwell
Golf Company reportedly spent years developing Ceramic golf club technology into
a final and an excellent Ceramic product line of putters, drivers and fairway
woods.  Caldwell Golf’s flagship product is the "Tsunami"
putter.





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 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.




2


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, our new “Lee Miller Signature” wedges, 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.





At
present, we do not have sufficient capital to implement and support our planned
marketing campaign. We intend to raise funds through a private and/or a
secondary public offering to support all of our five distinct sales channels. We
estimate upwards of $3,000,000 in new 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.




3




§
            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 ten years of history is a
strong indicator that we have excellent products with an established niche
within the golf industry.  The following are our
major  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.





§
            The
      largest manufacturers and our competitors in the golf grip industry
      include:




4




§
            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
protections. 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 multiple trademarks, 16 patents and
several 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.




In the
acquisition of Caldwell Golf two (2) additional utility patents were acquired
for the novel construction of golf club heads utilizing ceramics and cork. These
patents have been assigned to Feel Golf by the patent office.





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.




5


In the
acquisition of Caldwell Golf three (3) additional design patents were also
acquired for the novel design application of golf club heads designed with
ceramics, and cork. These patents have been assigned to Feel Golf by the patent
office.





Upcoming
Applications





We have
several utility and design patent applications that will apply 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.





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





At this
time the Company has no current litigation. However the Company has
been threatened with a potential lawsuit by Criterion Capital that
is based on an alleged breach of a consulting agreement. In the event that
litigation is commenced the Company intends to defend itself in this matter and
will counterclaim for breach of the consulting agreement by
Criterion.





ITEM
4 – (Removed and Reserved)


None.





PART
II





ITEM
5 - Market for Common Equity and Related Stockholder Matters





Market
Information





Our
common stock has been quoted on the OTC Bulletin Board under the symbol
"FEEL.OB" since February 27, 2009.   The table below sets forth
the high and low bid prices for our common stock for the period indicated based
on reports of transactions on the Over-the-Counter Bulletin Board. Such prices
reflect inter-dealer prices, without retail markup, markdowns or commissions and
may not necessarily represent actual transactions.





Price
      InformationFinancial
      Quarter Ended
            
            High
            
            
            LowFrom
      February 27, 2009 to March 31, 2009
            
            
            0.30
            
            
            
            0.30June
      30, 2009
            
            
            0.30
            
            
            
            0.05September
      30, 2009
            
            
            0.25
            
            
            
            0.05December
      31, 2009
            
            
            0.30
            
            
            
            0.08





6





Holders





As of
April 9, 2010 in accordance with our transfer agent records, we have 74 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.





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





During
the year ended December 31, 2009, we raised capital primarily from officers of
the Company.  This capital allowed us to continue day-to-day
operations.   During the fiscal year ended 2009, we issued a
total of 2,310,600 shares of common stock for services and 1,250,000 for the
acquisition of the assets of Caldwell Golf Corporation.  The services
rendered included accounting, legal, consulting and marketing.  In
exchange for the 1,250,000 shares of common stock issued to the owners of
Caldwell Golf Corporation, we acquired assets valued at $3,274,507 based on a
fair market valuation obtained from a qualified third party business valuation
specialist.  The Company received inventory valued at $1,878,653 of
inventory, $524,235 of property and equipment, and $871,620 in patents, and
trademarks and other intangible assets.  These valuations were
conducted pursuant to the Uniform Standards of Professional Valuation Practice
(USAP), the code of Ethics and Business Valuation Standards of the Institute of
Business Analysts, and the regulations of the Financial Accounting Standards
Board (FASB).


7


Our
financial statements as of December 31, 2009, reflect a net operating loss of
$935,599.  This is based on gross revenues of $485,773, cost of sales
of $202,954, operating expenses of $1,124,093 and other expenses including
interest and taxes of $94,325.





During
the year ended December 31, 2008, we were able to secure funding from several
shareholders in the aggregate amount of approximately $122,500.  These
financings allowed us to continue operations and pay for the related legal and
accounting costs of filing to become and maintain a public company.





Our
financial statements as of December 31, 2008, reflect a net operating loss for
year of $1,347,705.  This is based on gross revenues of $693,388, cost
of sales of $245,077, operating expenses of $1,727,151 and other expenses
including interest and taxes of $68,865.





The net
operating loss for the year ending December 31, 2009, decreased by $412,106 or
31% from December 31, 2008.  Gross Sales for 2009, decreased by
$207,615 or 30% primarily as a result of a decrease in golf club sales primarily
a result of the downturn in the economy and its effect on retail sales in
leisure and luxury goods.


The
fluctuation in percentage of sales per product category per reporting
period, is based on what management believes, not only relates to the current
recession, but 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.





Research
and development costs were negligible during both years and we do not plan any
research & development for the future 12 months.





Over the
course of our ten years of operating history, we have incurred substantial
operating losses and we may not be able to continue our business. As of December
31, 2009, we have an accumulated deficit of $6,389,283 with a net loss of
$935,599 that was generated for the year ended December 31,
2009.


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
four 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.





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 customers and lower gross margins.





8




Our total
sales in 2009 were lower than total sales from 2008.  We expect sales
to improve this year when we are able to market the inventory acquired from the
Caldwell Golf acquisition and through planned advertising
campaigns.  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.





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.





9




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 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 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





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 affected (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.





Current
economic factors both in the US and internationally may have a direct impact on
future revenues positively and/or negatively - 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, 2009 and 2008





PercentageDecember
      31,
            
            December
      31,
            
            Increase
            
            Increase2009
            
            2008
              (Restated)
            
            (Decrease)
            
            (Decrease)Revenues
            
            $
            485,773
            
            $
            693,388
            
            $
            (207,615)
            
            (30)%Cost
      of Sales
            
            
            202,954
            
            
            245,077
            
            
            (42,123)
            
            (17)%Gross
      Profit
            
            
            282,819
            
            
            448,311
            
            
            (165,492)
            
            (37)%Operating
      Expenses
            
            
            1,124,093
            
            
            1,727,151
            
            
            (603,058)
            
            (35)%Other
      Expenses
            
            
            93,508
            
            
            68,065
            
            
            25,443
            
            37%Income
      Taxes
            
            
            817
            
            
            800
            
            
            17
            
            2%Net
      Loss
            
            $
            (935,599)
            
            $
            (1,347,705)
            
            $
            412,106
            
            (31)%Basic
      and Fully Diluted Loss Per Common Share
            
            $
            (0.06)
            
            $
            (0.10)
            
            $
            0.04Weighted
      Average Basic and Fully Diluted Common Share Outstanding
            
            
            15,012,361
            
            
            13,597,513




10


Revenues





For the
year ended December 31, 2009, revenues decreased 30% from the year ended
December 31, 2008.  The slow economy and uncertain financial sector
has negatively impacted our sales and plans to expand
operations.  We  intend on implementing a targeted marketing
and advertising campaign in 2010 and will focus on expanding sales of our highly
profitable golf grip products as opposed to our golf clubs.  However,
we will require capital, likely in the form of an equity issuance or from a
merger, if we are to finalize and implement our marketing and advertising
plans.  If capital is raised to fund advertising and marketing
expenditures then the Company's revenues could increase
dramatically.  If we are unable to raise capital then we will likely
maintain revenues within a similar range as 2009 assuming we are able to
continue operations.
 
 Cost
of Sales
 
 For the
year ended December 31, 2009, our costs of sales decreased 17% from the year
ended December 31, 2008.  This decrease is in line with the decrease
experienced in revenues.  Overall our pricing structure, product
make-up and sales mixes have stayed constant from 2008.
 
 If our
marketing 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 2010.
 
 Gross
Profit
 
 For the
year ended December 31, 2009, our gross profit decreased 37% from the year ended
December 31, 2008. 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.  However, the poor economy during 2009 has hurt
our retail sales which drove down our gross margins.
 
 Operating
Expenses
 
 For the
year ended December 31, 2009, our operating expenses decreased by $603,058, or
35%. Stock issued for services during 2009 totaled 2,310,600 shares valued at
$626,150 as compared with stock issued for services in 2008 which totaled
approximately 1.2 million shares valued at approximately $1.2
million.  This decrease in expense recognized from the issuance of
stock for services accounted for almost the entire decrease in
expenses.  Advertising and rent decreases were offset by increases in
salaries and other selling and general administrative costs.  We
expect that if we are able to raise capital, advertising and marketing expenses
will increase in 2010. Professional fees relating to maintaining compliance as a
public company in the United States of America will also increase as compared to
2009 if we are successful in raising money through additional lending, the sale
of stock and/or through a merger.  Otherwise, most operating expenses
should be comparable to 2009.
 
 Other
Expenses
 
 For the
year ended December 31, 2009, our other expenses increased $25,443 from the year
ended December 31, 2008. 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 increased by a net of approximately $30,000 due to
additional borrowings we made from these individuals.





11




Net
Loss





For the
year ended December 31, 2009, our net loss decreased 31% over the year ended
December 31, 2008. Of this total loss of $936,000, approximately $650,000 was
due to non-cash, stock based compensation expense.  An additional
$105,000 is depreciation and $37,000 in accrued interest.





Currently,
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 2010, then revenue
will likely increase as a result of advertising and marketing and the
possibility of us becoming profitable will be more likely.





LIQUIDITY
AND CAPITAL RESOURCES





For
the Years Ended December 31, 2009 and December 31, 2008





At
December 31, 2009, we had cash of $6,848 as compared to cash of $5,220 as of
December 31, 2008. Net cash used in operating activities for the year ended
December 31, 2009 was $(6,088), as compared to net cash provided by operating
activities of $23,148 for the year ended December 31, 2008. This decrease of
$29,236 in cash provided by operating activities as compared to the comparable
period of the prior year is reflective of the decline in sales due to the slow
economy in 2009. Management attempted to curb as much discretionary spending as
possible without hurting the future prospects of the company.
 
 Cash
flows used in investing activities totaled $(15,011) and $(29,072) for the year
ended December 31, 2009 and 2008, respectively. We limited, as much as possible,
our capital expenditures in order to conserve cash during the year.


Cash
flows provided by financing activities totaled $22,727 and $8,330 in 2009 and
2008, respectively. Our cash from financing activities in 2009 consisted
primarily of capital being lent from a trust controlled by our Chief Executive
Officer.  These advances totaled $109,830 with repayments of $(87,103)
being made during the year.  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.





At the
present level of business activity, our ongoing monthly gross operating cash
disbursements are expected to average approximately $62,000. As of December 31,
2009, we had positive working capital of $1,598,768.  Of this working
capital, $1,929,647 is made up of inventory, much of which was acquired during
the fourth quarter of the year as part of the Caldwell Golf
acquisition.





RECENT
ACCOUNTING PRONOUNCEMENTS AFFECTING US





In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.




12


In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement 167. The Company
does not expect the provisions of ASU 2009-17 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. The Company does not expect the provisions of ASU 2009-16 to
have a material effect on the financial position, results of operations or cash
flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. The Company does not expect the provisions
of ASU 2009-15 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the financial
position, results of operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.





In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.





13





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 base 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 our financial
statements.





Inventory





Inventories
acquired in connection with our Caldwell acquisition are valued at their fair
market value based on an independent appraisal. Our remaining 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.





Property
and Equipment





Property
and equipment is located at the Company's headquarters in Salinas, California
and is recorded at cost less accumulated depreciation, except for certain
equipment acquired in connection with the Caldwell acquisition, which were
valued at their fair market value based on an independent appraisal.
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,
2009, management does not believe any of the Company’s assets were
impaired.





Goodwill
and Intangible Assets





The
Company adopted ASC 805, Business
Combinations, and ASC 350, Goodwill and Other Intangible
Assets, effective June 2001 and revised in December, 2007. ASC 805
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 ASC 350, goodwill
and indefinite−life intangible assets are no longer amortized, but are reviewed
for impairment annually.




14


Revenue
Recognition





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 records revenue from foreign customers when payment is
received.





Stock-Based
Compensation





Effective
July 1, 2005, the Company adopted the provisions of ASC 718. The Company has
adopted the fair value based method of accounting for stock-based employee
compensation in accordance with ASC 718. The Company values issuances of stock
at the clearer of the value of the services received or stock issued and uses
the Black-Scholes valuation model to value and record expenses relative to share
based payments when granted and vested.





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.




15


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





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM










TO
THE BOARD OF DIRECTORS AND STOCKHOLDERS OF FEEL GOLF CO., INC.:






We have
audited the accompanying  balance sheets of Feel Golf Co, Inc. (the
"Company") as of December 31, 2009 and 2008 (as restated), and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years then ended. The Company's management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. 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 the Company as of December 31, 2009
and 2008 (as restated), and the results of its operations and its cash flows for
each of the years in the two year period ended December 31, 2009, 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 the notes to the
financial statements, the Company has incurred significant losses in 2009 and
2008 and has an accumulated deficit of approximately $6,400,000. These matters
raise substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in the notes to the financial statements.  The financial
statements do not include adjustments that might result from the outcome of this
uncertainty.






/s/
Farber Hass Hurley LLP








Camarillo,
California


April 5,
2010




F-2




FEEL
      GOLF CO., INC.Balance
      SheetsASSETSDecember
      31,2009
            
            2008(Restated)CURRENT
      ASSETSCash
            
            $
            6,848
            
            
            $
            5,220Accounts
      receivable, net
            
            
            17,484
            
            
            
            33,933Barter
      receivable
            
            
            64,828
            
            
            
            65,577Receivable
      from shareholder
            
            
            17,137
            
            
            
            18,137Inventory,
      net
            
            
            1,929,647
            
            
            
            146,773Prepaid
      expenses
            
            
            48,032
            
            
            
            12,146Total
      Current Assets
            
            
            2,083,976
            
            
            
            281,786PROPERTY,
      PLANT and EQUIPMENT, net
            
            
            523,653
            
            
            
            45,096OTHER
      ASSETSIntellectual
      property, net
            
            
            828,039
            
            
            
            -Other
      assets
            
            
            3,952
            
            
            
            4,396TOTAL
      ASSETS
            
            $
            3,439,620
            
            
            $
            331,278LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            
            $
            394,458
            
            
            $
            298,651Short-term
      related party payable
            
            
            -
            
            
            
            234,515Total
      Current Liabilities
            
            
            394,458
            
            
            
            533,166LONG-TERM
      RELATED PARTY NOTES PAYABLE
            
            
            796,437
            
            
            
            539,195TOTAL
      LIABILITIES
            
            
            1,190,895
            
            
            
            1,072,361STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value; 100,000,000 sharesauthorized,
      19,406,175 and 15,845,575 sharesissued
      and outstanding, respectively
            
            
            19,407
            
            
            
            15,846Additional
      paid-in capital
            
            
            8,618,601
            
            
            
            4,696,755Accumulated
      deficit
            
            
            (6,389,283
            )
            
            
            (5,453,684
            )Total
      Stockholders' Equity (Deficit)
            
            
            2,248,725
            
            
            
            (741,083
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            3,439,620
            
            
            $
            331,278The
      accompanying notes are an integral part of these financial
      statements.





F-3


FEEL
      GOLF CO., INC.Statements
      of OperationsFor
      the Years EndedDecember
      31,2009
            
            
            2008(Restated)REVENUES,
      NET
            
            $
            485,773
            
            
            $
            693,388COST
      OF SALES
            
            
            202,954
            
            
            
            245,077GROSS
      PROFIT
            
            
            282,819
            
            
            
            448,311OPERATING
      EXPENSESSalaries
            
            
            148,142
            
            
            
            131,663Advertising
            
            
            45,288
            
            
            
            73,035Rent
            
            
            38,740
            
            
            
            46,735Professional
      fees
            
            
            693,287
            
            
            
            1,310,722Depreciation
            
            
            105,267
            
            
            
            23,681Other
      selling, general and administrative expenses
            
            
            93,369
            
            
            
            141,315Total
      Operating Expenses
            
            
            1,124,093
            
            
            
            1,727,151LOSS
      FROM OPERATIONS
            
            
            (841,274
            )
            
            
            (1,278,840
            )OTHER
      INCOME AND (EXPENSE)Interest
      income
            
            
            97
            
            
            
            322Interest
      expense
            
            
            (36,301
            )
            
            
            (30,494
            )Interest
      expense - related party
            
            
            (57,304
            )
            
            
            (37,893
            )NET
      LOSS BEFORE TAXES
            
            
            (934,782
            )
            
            
            (1,346,905
            )Income
      taxes
            
            
            (817
            )
            
            
            (800
            )NET
      LOSS
            
            $
            (935,599
            )
            
            $
            (1,347,705
            )BASIC
      AND DILUTED LOSS PER COMMON SHARE
            
            $
            (0.06
            )
            
            $
            (0.10
            )WEIGHTED
      AVERAGE NUMBER OF BASIC ANDDILUTED
      COMMON SHARES OUTSTANDING
            
            
            15,012,361
            
            
            
            13,597,513The
      accompanying notes are an integral part of these financial
      statements.




F-4




FEEL
      GOLF CO., INC.Statements
      of Stockholders' Equity (Deficit)AdditionalCommon
      Stock
            
            
            Paid-In
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            TotalBalance,
      December 31, 2007 (Restated)
            
            
            13,537,349
            
            
            $
            13,537
            
            
            $
            2,357,838
            
            
            $
            (4,105,979
            )
            
            $
            (1,734,604
            )Common
      stock issued in debt conversionat
      $1.00 per Share
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            999,000
            
            
            
            -
            
            
            
            1,000,000Common
      stock issued for cash at $1.00 per share
            
            
            77,500
            
            
            
            78
            
            
            
            77,422
            
            
            
            -
            
            
            
            77,500Stock
      issued for services at $1.00 per share
            
            
            1,230,726
            
            
            
            1,231
            
            
            
            1,229,495
            
            
            
            -
            
            
            
            1,230,726Fair
      value of services donated by shareholder
            
            
            -
            
            
            
            -
            
            
            
            33,000
            
            
            
            -
            
            
            
            33,000Net
      loss for the yearended
      December 31, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,347,705
            )
            
            
            (1,347,705
            )Balance,
      December 31, 2008 (Restated)
            
            
            15,845,575
            
            
            $
            15,846
            
            
            $
            4,696,755
            
            
            $
            (5,453,684
            )
            
            $
            (741,083
            )Commons
      stock issued for servicesat
      an average of $0.27 per share
            
            
            2,310,600
            
            
            
            2,311
            
            
            
            623,839
            
            
            
            -
            
            
            
            626,150Stock
      issued for purchase of assets
            
            
            1,250,000
            
            
            
            1,250
            
            
            
            3,273,257
            
            
            
            -
            
            
            
            3,274,507Fair
      value of services donated by shareholder
            
            
            -
            
            
            
            -
            
            
            
            24,750
            
            
            
            -
            
            
            
            24,750Net
      loss for the yearended
      December 31, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (935,599
            )
            
            
            (935,599
            )Balance,
      December 31, 2009
            
            
            19,406,175
            
            
            $
            19,407
            
            
            $
            8,618,601
            
            
            $
            (6,389,283
            )
            
            $
            2,248,725The
      accompanying notes are an integral part of these financial
      statements.




F-5




FEEL
      GOLF CO., INC.Statements
      of Cash FlowsFor
      the Years EndedDecember
      31,2009
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIES
            
            
            
            
            (Restated)Net
      Loss
            
            $
            (935,599
            )
            
            $
            (1,347,705
            )Adjustments
      to Reconcile Net Loss to NetCash
      Used by Operating Activities:Depreciation
            
            
            105,267
            
            
            
            23,681Stock
      issued for services
            
            
            626,150
            
            
            
            1,230,726Services
      donated by company officer
            
            
            24,750
            
            
            
            33,000Write-off
      of property, plant and equipment
            
            
            -
            
            
            
            1,623Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            16,449
            
            
            
            (13,802
            )Barter
      receivable
            
            
            749
            
            
            
            5,566Inventory
            
            
            95,781
            
            
            
            41,603Prepaid
      expenses
            
            
            (35,886
            )
            
            
            (11,557
            )Accounts
      payable and accrued expenses
            
            
            95,807
            
            
            
            59,121Other
      assets
            
            
            444
            
            
            
            892Net
      Cash Provided by (Used in) Operating Activities
            
            
            (6,088
            )
            
            
            23,148CASH
      FLOWS FROM INVESTING ACTIVITIESRepayments
      of receivable from shareholder
            
            
            1,000
            
            
            
            (18,137
            )Purchase
      of property and equipment
            
            
            (16,011
            )
            
            
            (10,935
            )Net
      Cash Used in Investing Activities
            
            
            (15,011
            )
            
            
            (29,072
            )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      proceeds from sale of common stock
            
            
            -
            
            
            
            77,500Repurchase
      of common stock
            
            
            -
            
            
            
            -Repayment
      of related party payable
            
            
            (87,103
            )
            
            
            (108,493
            )Proceeds
      from related party notes payable
            
            
            109,830
            
            
            
            45,097Repayment
      of notes payable
            
            
            (5,205
            )
            
            
            (5,774
            )Proceeds
      from notes payable
            
            
            5,205
            
            
            
            -Net
      Cash Provided by Financing Activities
            
            
            22,727
            
            
            
            8,330NET
      INCREASE IN CASH
            
            
            1,628
            
            
            
            2,406CASH
      AT BEGINNING OF PERIOD
            
            
            5,220
            
            
            
            2,814CASH
      AT END OF PERIOD
            
            $
            6,848
            
            
            $
            5,220SUPPLEMENTAL
      DISCLOSURES OF
            
            
            -
            
            
            
            -CASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
            
            $
            36,301
            
            
            $
            30,494State
      Franchise Tax Paid
            
            
            817
            
            
            
            800NON
      CASH FINANCING ACTIVITIESDebt
      Conversion
            
            $
            -
            
            
            $
            1,000,000Common
      stock issued for acquisition of assets
            
            
            3,274,507
            
            
            
            -The
      accompanying notes are an integral part of these financial
      statements.





F-6





FEEL
GOLF COMPANY, INC.


Notes
to the Financial Statements


December
31, 2009 and 2008





NOTE 1
– NATURE OF ORGANIZATION AND SIGINFICANT ACCOUNTING POLICIES





Nature
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.





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.





Use
of Estimates





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





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.





Concentrations
of Risk





The
Company’s bank accounts are deposited in insured institutions. The funds are
insured up to $250,000 USD. At December 31, 2009, the Company’s bank deposits
did not exceed the insured amount.





Concentrations of Credit Risk and
Customers





The
Company's sales for the years ended December 31, 2009, and 2008, included sales
to one golf equipment distributor in South Korea which accounted for 34% and 24%
of total revenues, respectively.  If the Company should lose the
customer's business, the Company's sales and overall operations could suffer
significantly.





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, 2009, the Company has not suffered a significant
credit loss and does not expect to incur such losses in the near
future.




F-7




NOTE 1
– NATURE OF ORGANIZATION AND SIGINFICANT ACCOUNTING POLICIES
(CONTINUED)





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.





The
allowance for doubtful accounts totaled $10,000 and $5,000 as of December 31,
2009 and 2008, respectively.





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.  The Company applies ADC 845,
“Accounting for Non-Monetary Transactions”, the provisions of ASC 840,
“Accounting for Barter Transactions Involving Barter Credits” and ASC 840
“Accounting for Advertising Barter Transactions.” Barter sales were $ 15,207 and
$ 17,708, in 2009 and 2008 respectively.





As of
December 31, 2009 and 2008, the Company had built up a receivable of goods and
services through the barter organizations of $64,828 and $65,577
respectively.





Inventory





Inventories
acquired in connection with our Caldwell acquisition are valued at their fair
market value based on an independent appraisal. Our remaining 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.





Property
and Equipment





Property
and equipment is located at the Company's headquarters in Salinas, California
and is recorded at cost less accumulated depreciation except for certain
equipment acquired in connection with the Caldwell acquisition, which were
valued at their fair market value based on an independent appraisal.
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




F-8




NOTE 1
– NATURE OF ORGANIZATION AND SIGINFICANT ACCOUNTING POLICIES
(CONTINUED)





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 asessed 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,
2009, management does not believe any of the Company’s assets were
impaired.





Goodwill
and Intangible Assets





The
Company adopted ASC 805, Business
Combinations, and ASC 350, Goodwill and Other Intangible
Assets, effective June 2001 and revised in December, 2007. ASC 805
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 ASC 350, goodwill
and indefinite−life intangible assets are no longer amortized, but are reviewed
for impairment annually.





Below is
a table identifying the intangible assets subject to amortization and estimated
amortization over the next five years and thereafter.





Original
      values of Intangible assetsPurchased
      patents, copyrights and IP
            
            $
            871,620Estimated
      future amortization (years)To-date
            
            $
            43,5811
            
            
            174,3242
            
            
            174,3243
            
            
            174,3244
            
            
            174,3245
            
            
            130,743Thereafter
            
            $
            -








Fair
Value of Financial Instruments





The
Company’s financial instruments, including its cash, receivables, accounts
payable and accrued expenses, and notes payable approximates fair value based
upon prevailing interest rates available to the Company.




F-9




NOTE 1
– NATURE OF ORGANIZATION AND SIGINFICANT ACCOUNTING POLICIES
(CONTINUED)





Revenue
Recognition





In
accordance with ASC 605, 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 records revenue from foreign customers when payment is
received.





Shipping
and Handling Costs





Shipping
and handling costs billed to the customer are classified in revenues
(approximately 4% of total revenues).  Such costs incurred to ship our
products are included in cost of sales (approximately 12% of cost of
sales)


Advertising
Costs





The
Company expenses the costs of advertising; as such advertising is normally in
short-term publications. Total advertising costs for 2009 and 2008 were $45,288
and $63,778, respectively, and are included in other selling, general and
administrative expenses.





Research
and Development





Research,
development, and engineering costs are expensed as incurred, in accordance with
ASC 730, 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 2009 and 2008 were $263 and $2,480, respectively.





Contribution
of Services





The
Company's President and majority shareholder does not receive compensation for
his services. A total of $24,750 and $33,000 was determined by management to be
a fair value of his services to the Company on an annual basis and has been
recorded as a contribution of capital for the years ended December 31, 2009 and
2008, respectively.





Stock-Based
Compensation





Effective
July 1, 2005, the Company adopted the provisions of ASC 718. The Company has
adopted the fair value based method of accounting for stock-based employee
compensation in accordance with ASC 718. The Company values issuances of stock
at the clearer of the value of the services received or stock issued and uses
the Black-Scholes valuation model to value and record expenses relative to share
based payments when granted and vested.





F-10





NOTE 1
– NATURE OF ORGANIZATION AND SIGINFICANT ACCOUNTING POLICIES
(CONTINUED)





Income Taxes





The
Company applies ASC 740, which requires the asset and liability method of
accounting for income taxes.  The asset and liability method requires that
the current or deferred tax consequences of all events recognized in the
financial statements are measured by applying the provisions of enacted tax laws
to determine the amount of taxes payable or refundable currently or in future
years. Deferred tax assets are reviewed for recoverability and the Company
records a valuation allowance to reduce its deferred tax assets when it is more
likely than not that all or some portion of the deferred tax assets will not be
recovered.





The
Company adopted ASC 740, at the beginning of fiscal year 2008. This
interpretation requires recognition and measurement of uncertain tax positions
using a “more-likely-than-not” approach, requiring the recognition and
measurement of uncertain tax positions. The adoption of ASC 740 had no material
impact on the Company’s financial statements.





Basic
and Diluted Net Loss Per Share





The Company
utilizes the provisions of ASC 260, 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 ASC 260, if the
additional common shares are anti-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, 2009 and 2008, there were no shares of common stock
excluded from the calculation of diluted net loss per share.


2009
            
            
            2008Income
      loss (numerator)
            
            $
            (935,599
            )
            
            $
            (1,347,705
            )Shares
      (denominator)
            
            
            15,012,361
            
            
            
            13,597,513Per
      share amount
            
            $
            (0.06
            )
            
            $
            (0.10
            )








Recently
Issued Accounting Pronouncements





In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.





F-11





NOTE 1
– NATURE OF ORGANIZATION AND SIGINFICANT ACCOUNTING POLICIES
(CONTINUED)





Recently
Issued Accounting Pronouncements (continued)





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement 167. The Company
does not expect the provisions of ASU 2009-17 to have a material effect on the
financial position, results of operations or cash flows of the
Company.








In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. The Company does not expect the provisions of ASU 2009-16 to
have a material effect on the financial position, results of operations or cash
flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. The Company does not expect the provisions
of ASU 2009-15 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the financial
position, results of operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.





In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.





F-12





NOTE 1
– NATURE OF ORGANIZATION AND SIGINFICANT ACCOUNTING POLICIES
(CONTINUED)





Recently
Issued Accounting Pronouncements (continued)





In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.




NOTE
2 – RESTATEMENT OF FINANCIAL STATEMENTS





On August
27, 2009 the Company was informed that the Public Company Accounting Oversight
Board ("PCAOB") revoked the registration of Moore & Associates who was
serving as the Company’s independent registered public accounting
firm.  The revocation was a result of Moore’s violation of PCAOB rules
and auditing standards.  This revocation of Moore’s registration
required the Company to have reaudited the financial statements previously
issued for the fiscal years ended December 31, 2008 and 2007.





In
management’s opinion, this reaudit did not produce material differences from the
previously filed versions.  Differences found during the audit include
differences found in the carrying value of the Company’s inventory and the
related amount of cost of sales recorded, deprecation estimates and
calculations, and accruals for expenses donated by Company share
holders.  Included in this filing are the restated 2008 fiscal year
financial statements.  For comparative purposes, the table below
presents the reaudited balance sheets and income statements compared to the
original filing.








NOTE
2 – RESTATEMENT OF FINANCIAL STATEMENTS








BALANCE
      SHEETSASSETSDecember
      31, 2008Originally
      Filed
            
            As
      Restated
            
            DifferenceCURRENT
      ASSETS
            
            
            294,272
            
            
            
            281,786
            
            
            
            (12,486
            )PROPERTY,
      PLANT and EQUIPMENT, net
            
            
            49,181
            
            
            
            45,096
            
            
            
            (4,085
            )OTHER
      ASSETS, net
            
            
            4,396
            
            
            
            4,396
            
            
            
            -TOTAL
      ASSETS
            
            $
            347,849
            
            
            $
            331,278
            
            
            $
            (16,571
            )LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIES
            
            
            533,166
            
            
            
            533,166
            
            
            
            -LONG-TERM
      RELATED PARTY NOTES PAYABLE
            
            
            539,195
            
            
            
            539,195
            
            
            
            -TOTAL
      LIABILITIES
            
            
            1,072,361
            
            
            
            1,072,361
            
            
            
            -STOCKHOLDERS'
      EQUITY (DEFICIT)
            
            
            (724,513
            )
            
            
            (741,083
            )
            
            
            (16,570
            )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
            
            $
            347,848
            
            
            $
            331,278
            
            
            $
            (16,570
            )




F-13





STATEMENTS
      OF OPERATIONSFor
      the Year EndedDecember
      31, 2008Originally
      Filed
            
            
            Restated
            
            
            DifferenceREVENUES,
      NET
            
            $
            685,084
            
            
            $
            693,388
            
            
            $
            8,304COST
      OF SALES
            
            
            228,699
            
            
            
            245,077
            
            
            
            16,378GROSS
      PROFIT
            
            
            456,385
            
            
            
            448,311
            
            
            
            (8,074
            )OPERATING
      EXPENSES
            
            
            1,696,110
            
            
            
            1,727,151
            
            
            
            31,041LOSS
      FROM OPERATIONS
            
            
            (1,239,725
            )
            
            
            (1,278,840
            )
            
            
            (39,115
            )NET
      LOSS BEFORE TAXES
            
            
            (1,239,725
            )
            
            
            (1,346,905
            )
            
            
            (107,180
            )NET
      LOSS
            
            $
            (1,239,725
            )
            
            $
            (1,347,705
            )
            
            $
            (107,980
            )BASIC
      AND DILUTED LOSSPER
      COMMON SHARE
            
            $
            (0.09
            )
            
            $
            (0.10
            )
            
            $
            -








NOTE
      2 – RESTATEMENT OF FINANCIAL STATEMENTS
              
              STATEMENTS
      OF CASH FLOWSFor
      the Year EndedDecember
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES
            
            Originally
      Filed
            
            
            Restated
            
            
            DifferenceNet
      Income (Loss)
            
            $
            (1,308,112
            )
            
            $
            (1,347,705
            )
            
            $
            (39,593
            )Net
      Cash Provided by (Used in) Operating Activities
            
            
            1,219
            
            
            
            23,148
            
            
            
            21,929Net
      Cash Used in Investing Activities
            
            
            (10,935
            )
            
            
            (29,072
            )
            
            
            (18,137
            )Net
      Cash Provided by (Used in) Financing Activities
            
            
            8,330
            
            
            
            8,330
            
            
            
            -NET
      INCREASE (DECREASE) IN CASH
            
            
            (1,386
            )
            
            
            2,406
            
            
            
            3,792CASH
      AT BEGINNING OF PERIOD
            
            
            6,606
            
            
            
            2,814
            
            
            
            (3,792
            )CASH
      AT END OF PERIOD
            
            $
            5,220
            
            
            $
            5,220
            
            
            $
            -








NOTE
3 – GOING CONCERN AND MANAGEMENT PLANS





The accompanying
financial statements have been prepared assuming the Company will continue as a
going concern.  The Company has an accumulated deficit of $6,389,283
as of December 31, 2009, and had a generated a loss from operations of $935,599
for the year ended December 31, 2009,.  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 2010 and expects the marketing plan will
generate increased sales with new customers and within new
demographics.




F-14




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 – INVENTORY





As of
December 31, the Company’s inventories comprised the
following:





2009
            
            2008Raw
      Materials
            
            $
            981,063
            
            
            $
            121,806Finished
      Goods
            
            
            948,584
            
            
            
            24,967Total
      Inventory
            
            $
            1,929,647
            
            
            $
            146,773





NOTE 5 – PROPERTY AND
EQUIPMENT





Property
and equipment consisted of the following:


2009
            
            
            2008Furniture
      & Office Equipment
            
            $
            285,335
            
            
            $
            259,491Plant
      Equipment  & Production
              Tooling
            
            
            606,704
            
            
            
            79,272Trade
      Show Booth
            
            
            53,138
            
            
            
            53,138Leasehold
      Improvements
            
            
            2,727
            
            
            
            2,220Total
      Property and Equipment
            
            
            947,904
            
            
            
            394,121Less:
      Accumulated Depreciation
            
            
            (424,251
            )
            
            
            (349,025
            )Net
      Property and Equipment
            
            $
            523,653
            
            
            $
            45,096








NOTE 6 – RELATED PARTY
TRANSACTIONS





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
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 the balloon payment is due in full on December 31, 2012.  This
loan is considered a commercial loan under the Uniform Commercial Code and is
secured by a blanket lien on the Company’s assets.





The table
below details transactions related to the advances and repayments to the
Company's Chief Executive Officer during the year ended December 31, 2009 and
2008:





Beginning
      Balance Payable, January 1, 2008
            
            $
            1,647,687Repayments
            
            
            (196,575
            )Advances
            
            
            50,190Conversion
      of note to common stock
            
            
            (1,000,000
            )Accrued
      Interest
            
            
            37,893Ending
      Balance Payable, December 31, 2008
            
            $
            539,195Repayments
            
            
            (95,999
            )Advances
            
            
            48,270Accrued
      Interest
            
            
            37,744Ending
      Balance Payable, as of December 31, 2009
            
            $
            529,210





F-15




Interest
expense on related party debt for the years ending December 31, 2009 and 2008,
was $57,304 and $37,893, respectively.





On March
7, 2009, the Company hired an outside consultant as its Chief Financial Officer
who was awarded 160,000 shares of the Company’s common
stock.  .  The agreement with the consultant was terminated
on July 27, 2009.  The transaction was recorded at $160,000 and
expensed as professional fees.





On May
31, 2009 the Company renegotiated three individual loans and entered into one
note payable.  The note carries interest at 7% and the outstanding
principal and interest is due in full on December 31, 2011. The balance
outstanding at December 31, 2009 is $267,227.





During
the years ended December 31, 2009, 2008 and 2007, the Company has received
services from its CEO for which salary was not drawn and no repayment is
required.  These services have expensed as salary and wages and have
been credited to additional paid in capital. The value of the services rendered
in 2009 and 2008 were $24,750 and $33,000, respectively.





NOTE
7 - 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.





During
the year ended December 31, 2009 the Company issued 2,310,600 shares of common
stock and recognized a total of $626,150 in expenses related to these
issuances.  During the year ended December 31, 2008 the Company issued
1,230,726 shares for services and recognized a total of $1,230,726 in expenses
related to these issuances.





NOTE
8 - TAXES





No
provision has been made in the financial statements for income taxes because the
Company has accumulated losses from operations since inception.  Any
deferred tax benefit arising from the operating loss carried forward is offset
entirely by a valuation allowance since it is currently not likely that the
Company will be significantly profitable in the near future to take advantage of
the losses.




The
following table shows the components of the Company’s deferred tax
assets.





Years
      Ended December 31,2009
            
            
            2008Deferred
      tax assetsLoss
      carry forwards (expire through 2030)
            
            $
            6,389,283
            
            
            $
            5,453,684Stock
      compensation expense
            
            
            (1,856,876
            )
            
            
            (1,230,726
            )Total
      gross deferred tax Asset
            
            
            4,532,407
            
            
            
            4,222,958Valuation
      allowance
            
            
            (4,532,407
            )
            
            
            (4,222,958
            )Net
      deferred taxes
            
            
            -
            
            
            
            -Deferred
      tax liabilities
            
            
            -
            
            
            
            -Net
      deferred taxes
            
            $
            -
            
            
            $
            -





The
valuation allowance has increased $309,449 during the period ended December 31,
2009.




F-16




NOTE
9 - 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, 2009:


Year
      EndedDecember
      31,2010
            
            $
            42,8652011
            
            
            43,937$
            86,802





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
$38,740 and $46,735 for the years ended December 31, 2009 and 2008,
respectively.





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, except as outlined below, 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.





The only
litigation that the Company is aware of at this time is a threatened suit by
Criterion Capital that is based on an alleged contract breach asserted by
Criterion. The Company intends to defend this case if so occurs, and
counterclaim with their own breach of contract.





NOTE
10 – ASSET PURCHASE AGREEMENT





On August
3, 2009 the Company entered into an asset purchase agreement with Caldwell Golf
Corporation (“Caldwell”) to purchase 100% of the product inventory, its rights,
title, and interest as well as specific tangible and intangible assets in
exchange for one million two hundred fifty thousand (1,250,000) shares of
the Company’s common stock.  The Company reported this event in the 8K
filed August 5, 2009.





The
tangible acquired assets include Caldwell’s;


·
            Golf
      club inventory,


·
            Components,
      golf club heads, hand tools,
fixtures,


·
            Production
      tooling for Caldwell Golf, etc.,


·
            Miscellaneous
      items including, production assembly tables, storage racks, pallet jacks,
      and forklifts.





The
intangible acquired assets include Caldwell’s


·
            Company
      patents,


·
            Company
      trademarks


·
            Research
      & Development product files





The Company
valued the total purchase of the assets at $3,274,507 based on a fair market
valuation obtained from a qualified third party business valuation
specialist.  The Company received inventory valued at $1,878,655,
$524,232 of property and equipment, and $871,620 in patents, and trademarks and
other intangible assets.  These valuations were conducted pursuant to
the Uniform Standards of Professional Valuation Practice (USAP) and the code of
Ethics and Business Valuation Standards of the Institute of Business
Analysts.


F-17




The
Company accounted for this transaction as an asset purchase as opposed to a
business acquisition on the grounds that the primary revenue-producing activity
of Caldwell Golf, Corp did not remain generally the same.  Prior to
the acquisition, Caldwell Golf was primarily a research and development
firm.  The Company purchased the assets as a means to bring Caldwell
Golf’s developed patents to market and not to continue to develop new
technologies.




NOTE
11 – FAIR VALUE OF ASSETS AND LIABILITIES





Valuation
Hierarchy





ASC 820
establishes a three-level valuation hierarchy for the use of fair value
measurements based upon the transparency of inputs to the valuation of an asset
or liability as of the measurement date:





Level 1:     Inputs
to the valuation methodology are quoted prices (unadjusted) for identical assets
or liabilities in active markets. Level 1 assets and liabilities include
debt and equity securities and derivative financial instruments actively traded
on exchanges, as well as U.S. Treasury securities and U.S. Government and agency
mortgage-backed securities that are actively traded in highly liquid over the
counter markets.





Level 2:     Observable
inputs other than Level 1 prices such as quoted prices for similar assets
and liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active, and inputs that are observable or
can be corroborated, either directly or indirectly, for substantially the full
term of the financial instrument. Level 2 assets and liabilities include
debt instruments that are traded less frequently than exchange traded securities
and derivative instruments whose model inputs are observable in the market or
can be corroborated by market observable data. Examples in this category are
certain variable and fixed rate non-agency mortgage-backed securities, corporate
debt securities and derivative contracts.





Level 3:    Inputs
to the valuation methodology are unobservable but significant to the fair value
measurement. Examples in this category include interests in certain securitized
financial assets, certain private equity investments, and derivative contracts
that are highly structured or long-dated.





Application
of Valuation Hierarchy





A
financial instrument's categorization within the valuation hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement. The following is a description of the valuation methodology used to
measure fair value, as well as the general classification of such instruments
pursuant to the valuation hierarchy.





Notes
Payable – Related Party & Other Notes
Payable:     Market prices are not available for the
Company's loans due to related parties, nor are market prices of similar loans
available. The Company assessed that the fair value of this asset approximates
its carrying value.





The
method described above may produce a current fair value calculation that may not
be indicative of net realizable value or reflective of future fair values. If a
readily determined market values became available or if actual performance were
to vary appreciably from assumptions used, assumptions may need to be adjusted,
which could result in material differences from the recorded carrying amounts.
The Company believes its method of determining fair value is appropriate and
consistent with other market participants. However, the use of different
methodologies or different assumptions to value certain financial instruments
could result in a different estimate of fair value.





F-18





NOTE
11 – FAIR VALUE OF ASSETS AND LIABILITIES (CONTINUED)





The
following tables present the fair value of financial instruments as of December
31, 2009, by caption on the condensed balance sheet and by ASC 820 valuation
hierarchy described above.





Assets
      and liabilities measured at fairvalue on a recurring
            
            
            
            
            
            
            
            
            
            
            Totaland
      nonrecurring basis at December 31, 2009:
            
            
            
            
            
            
            
            
            
            
            CarryingNonrecurring:
            
            Level 1
            
            
            Level 2
            
            
            Level 3
            
            
            ValueNotes
      Payable – Related Party
            
            $
            -
            
            
            $
            -
            
            
            $
            (796,437
            )
            
            $
            (796,437
            )








Notes
      PayableLevel
      3 Reconciliation:
            –
      Related PartyLevel
      3 assets and liabilities at December 31, 2008:
            $
            (773,710
            )Purchases,
      sales, issuances and settlements (net)
            
            (22,727
            )Total
      level 3 assets and liabilities at December 31, 2009
            $
            (796,437
            )








NOTE
12 – SUBSEQUENT EVENTS





On
February 11, 2010, the Company issued 100,000 shares of common stock for
cash.





On March,
16, 2010, the Company issued 35,388 shares of common stock for consulting
services.





On March
23, 2010, the Company agreed to settle a $6,000 payable for 150,000 shares of
restricted common stock.





On March
24, 2010, the Company signed $150,000 in convertible promissory
notes.  The notes bear interest at 15%, and are  due on
March 24, 2012 and are convertible at the option of the holder. As part of the
agreements, the Company is required to file an S-1 registration on or before May
1, 2010, and has placed 30 million shares into escrow to be made available for
possible conversion of the promissory notes





On March
24, 2010, the Company used funds from a convertible promissory note to pay down
accounts payable by $50,000 and notes payable to related parties by
$50,000.




On April
6, 2010, the Company issued 208,333 shares in the conversion of
debt.





F-19




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.
 
 (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.


16





(3)  Dismissal
of Independent Accounts:





(i)  On
August 27, 2009 the Company was informed that the Public Company Accounting
Oversight Board ("PCAOB") revoked the registration of Moore & Associates who
was serving as the Company’s independent registered public accounting
firm.  The revocation was a result of Moore’s violation of PCAOB rules
and auditing standards.  This revocation of Moore’s registration
required the Company to have reaudited financial statements previously issued
for the fiscal years ended December 31, 2007 and 2008.





(4)  New
Independent Accountants:





(i) Our
Board of Directors approved the decision to engage Farber Hass
Hurley, LLP.





(ii)  We
engaged as our new independent auditors as of September 27,
2009.  Prior to such date, we did not consult with FHH 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





Our Chief
Executive Officer, President, and Chief Financial Officer (the "Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for the Company.  The Certifying Officers have designed
such disclosure controls and procedures to ensure that material information is
made known to them, particularly during the period in which this report was
prepared.





The
Certifying Officers responsible for establishing and maintaining adequate
internal control over financial reporting for the Company used the Internal
Control over Financial Reporting Integrated Framework issued by Committee of
Sponsoring Organizations’ (COSO) to conduct an extensive review of the Company's
“disclosure controls and procedures” (as defined in the Exchange Act, Rules
13a-15(e) and 15-d-15(e)) as of the end of each of the periods covered by this
report (the “Evaluation Date”).  Based upon that evaluation, the
Certifying Officers concluded that, as of December 31, 2009, our disclosure
controls and procedures were not effective in ensuring that the information we
were required to disclose in reports that we file or submit under the Securities
and Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission (“SEC”) rules
and forms.





The
Certifying Officers based their conclusion on the fact that the Company has
identified a material weakness in controls over financial reporting, detailed
below.  In order to mitigate this risk, the Company has contracted
with consultants with expertise in US GAAP and SEC financial reporting standards
to review and compile all financial information prior to filing that information
with the SEC.  There have been no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.




17


Internal
Control over Financial Reporting
 
 Management
is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company.  Management used the Internal
Control over Financial Reporting Integrated Framework issued by Committee of
Sponsoring Organizations’ (COSO) to conduct an extensive review of the Company’s
internal controls over financial reporting to make that
evaluation.  As of December 31, 2009, the Company had a deficiency in
internal controls that constituted a material weakness in internal controls. Due
to this material weaknesses, management concluded that internal controls over
financial reporting as of December 31, 2009 were not effective, based on COSO’s
framework.


This
deficiency is attributed to the fact that the Company does not have adequate
resources to address complex accounting issues as well as an inadequate number
of persons to whom it can segregate accounting tasks within the company so as to
ensure the separation of duties between those persons who approve and issue
payment from those persons who are responsible to record and reconcile such
transactions within the Company’s accounting system.  This control
deficiency will be monitored and attention will be given to the matter as the
Company begins operations as an active business entity. Management has concluded
that this control deficiency constituted a material weakness that continued
throughout fiscal year 2009  In order to mitigate this risk, the
Company has contracted with consultants with expertise in US GAAP and SEC
financial reporting standards to review and compile all financial information
prior to filing that information with the SEC.  There were no
significant changes in our internal control over financial reporting or in other
factors that occurred during our most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, internal control over
financial reporting.





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.




18




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 April 9, 2010.





NAME
            AGE
            POSITIONLee
      Miller
            69
            Chief
      Executive Officer & Interim CFODavid
      Otterbach
            51
            Chief
      Operating Officer & SecretaryDavid
      Worrell
            46
            Director





Certain
Significant Employees





NAME
            AGE
            POSITIONGreg
      Cottingham
            55
            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.





Lee Miller





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.




19




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.





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).





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.





20




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.





Code
of Ethics





The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer.


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, 2009 and 2008 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
            
            Salary
            Bonus
            Stock
      Awards
            Option
      Awards
            Non-Equity
      Incentive Plan Compensation
            Non-Qualified
      Deferred Compensation Earnings
            All
      Other Compensation
            TotalsPrincipal
      Position
            Year
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)Lee
      Miller
            2009
            33,000
            -
            -
            -
            -
            -
            -
            33,000(CEO,
      Interim CFO)
            2008
            33,000
            -
            -
            -
            -
            -
            -
            33,000David
      Otterbach
            2009
            36,000
            -
            -
            -
            -
            -
            -
            36,000(COO)
            2008
            36,000
            -
            20,000
            -
            -
            -
            -
            56,000





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, 2009.





Aggregated
Option Exercises and Fiscal Year-End Option Value Table


There
were no stock options exercised during period ending December 31, 2009 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.





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. Total compensation for Company officers totaled $71,500 for the year
ended December 31, 2009.





Employment
Agreements





We do not
have any employment agreements in place with our officers or
directors.





21




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 9,
2010 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
            
            11,456,219
      (2)
            
            57.66%Address:25943
      Deer Run LaneSalinas,
      CA 93908Common
      Stock
            
            Wylie
      Mitchell
            
            1,132,670
      (3)
            
            5.7%Address:43
      Harper Canyon RoadSalinas,
      CA  93908Common
      Stock
            
            Adam
      Levin
            
            1,205,726
      (4)
            
            6.07%Address:11648
      Ventura BoulevardSuite
      595Studio
      City, CA 91604Common
      Stock
            
            All
      executive officers and directors as a group
            12,588,889
            
            69.43%





(1)     Based
upon 19,900,388
shares outstanding as of April 9, 2010.


(2)     Represents
11,456,219 shares held by the Miller Family Trust as of April 9,
2010.


(3)     Represents
1,132,670 shares held by the Mitchell Family Trust as of April 9,,
2009.


(4)     Adam
Levin beneficially owns 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
DIRECTOR INDEPENDENCE





On May
31, 2009 the Company renegotiated three individual loans and entered into one
note payable.  The note carries interest at 7% and the outstanding
principal and interest is due in full on December 31, 2011. The balance
outstanding at December 31, 2009 is $267,227.




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.




22


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.





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 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.  This note has been repaid in full as of December 31,
2009.





On March
7, 2009, the Company hired an outside consultant as its Chief Financial Officer
who was awarded 160,000 shares of the Company’s common stock.  The
Company issued 160,000 shares of the Company’s restricted common stock on May 3,
2009.  The agreement with the consultant was terminated on July 27,
2009.  The transaction was recorded at $160,000, based on the value of
the shares issued.




Interest
expense on related party debt for the years ending December 31, 2009 and 2008,
was $57,304 and $37,893, respectively.




ITEM
14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit
Fees





For the
Company’s fiscal years ended December 31, 2009 and 2008, we were billed
approximately $66,000 and $27,000 for professional services rendered for the
audit and review of our financial statements.





Audit
Related Fees





The
Company issued 250,000 shares of common stock for $25,000 worth of audit related
services incurred for the year ended December 31, 2009.





Tax
Fees





For the
Company’s fiscal year ended December 31, 2009 and 2008, we were billed $1,700
and $4,900 for professional services rendered for tax compliance, tax advice,
and tax planning.





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, 2009 and
2008.





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.




23




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.





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





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





24





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 14, 2010





By/s/Lee
      Miller


Lee
      Miller,


Chief
      Executive Officer and Interim Chief Financial
  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, Interim Chief Financial
      Officer  and
              Principal
      Accounting Officer
            
            
            Title:
      Director, Chief Operating Officer





/s/
      David WorrellName:
      David WorrellTitle:
      Director








25