U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 FORM 10-QSB\A1


                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: March 31, 2001

                           Commission File No. 0-25743



                            FREEDOM GOLF CORPORATION
        (Exact name of small business issuer as specified in its charter)



                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   91-1950699
                        (IRS Employer Identification No.)

                        7334 South Alton Way, Bldg. 14-A
                               Englewood, Colorado
                    (Address of principal executive offices)

                                      80112
                                   (Zip Code)

                                 (303) 221-0331
                           (Issuer's Telephone Number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days:
Yes __X__ No ____.


The number of shares of the  registrant's  only class of common stock issued and
outstanding as of June 4, 2001, was 13,882,021 shares.




<PAGE>



                                     PART I


ITEM 1. FINANCIAL STATEMENTS.

     The unaudited financial statements for the six months ended March 31, 2001,
are attached hereto.

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

     The following  discussion  should be read in conjunction with our unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desires to take  advantage  of, the "safe  harbor"  provisions of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward looking statements.

     Comparison of Results of  Operations  for the six month periods ended March
31, 2001 and 2000

     Total  revenues  increased from $36,682 in the six month period ended March
31, 2000, to $106,884 in 2001, an increase of $70,202 (291.4%).  We believe that
this increase was  attributable  to more golfers  becoming aware of our products
line through our increased marketing efforts and new visibility, including those
professional  golfers who are using our products on the Celebrity  Players Tour.
Costs of sales were  $19,834  during the six month  period ended March 31, 2001,
compared  to $23,065  during the  similar  period in 2000,  a decrease of $3,231
(14%).  This was due  primarily to the  significant  inventory of raw  materials
available  to us at the  beginning  of the  period in  question,  which cost was
reflected in prior quarters.


     Selling,  general and administrative  expenses were $261,588 during the six
month  period  ended March 31,  2001,  compared  to $994,508  during the similar
period in 2000, a decrease of $732,920


                                        2

<PAGE>




(73.7%).  This decrease was due  primarily to the issuance of 800,000  shares of
common stock  during the six month period ended March 31, 2000,  which stock was
valued at the then current  market price of $1.00.  With the  exception of these
entries, our selling,  general and administrative  expenses during the six month
period ended March 31, 2001 remained relatively consistent with prior periods.


LIQUIDITY AND CAPITAL RESOURCES


     At March 31,  2001,  we had no cash,  $65,089 in  accounts  receivable  and
$178,934 in inventory.

     Also at March 31, 2001, we had outstanding  notes payable to  nonaffiliates
amounting  to  $294,590.  All of these  notes are due  within  one year and bear
interest at from 7.25% to 15% per annum.

     In addition,  we have notes payable in the principal  amount of $70,850 due
to  persons  and  entities  affiliated  with  our  company.  Included  in  these
obligations are the following:

     On December  21,  2000,  Heritage  Real Estate  Development  Corp.  Defined
Benefit  Pension Plan and Trust (the  "Heritage  Trust") loaned us the principal
sum of $45,200.  The  Heritage  Trust is a pension  plan to which John Arney,  a
director of our company, is trustee and beneficiary.  This loan accrued interest
at the rate of 15% per annum and was due December 21, 2000. The applicable  loan
provided for a conversion feature,  wherein the loan was convertible into shares
of our common stock at a conversion  price of $1.20 per share. As of the date of
this Report, the loan has not been converted. On October 16, 2000, we refinanced
this loan. As a result of this  refinancing,  the Heritage Trust currently holds
two separate  notes.  One note is in the principal  amount of $40,000,  which is
secured by 25 complete regulation sets of graphite Freedom golf clubs, including
logo head covers and is personally guaranteed by our President,  Gaylen Johnson.
This  note was due  March 6, 2001 and  accrues  interest  at the rate of 15% per
annum, except in the event of a default, when the interest rate increases to 18%
per annum.  Relevant  thereto,  a revised  note was  written to show an interest
increase to 18% per annum and a new due date of August 15, 2001.  As  additional
consideration,  during the period ended  December  31,  2000,  we issued a stock
option in favor of Heritage Trust whereby it has the option to purchase  266,667
shares  of our  common  stock at an  exercise  price of $.15 per  share  through
December 3, 2003.

     The second  note  related to this  refinancing  is in the amount of $10,850
which is the balance of the principal and interest amount due under the original
$45,200  note.  $40,000 of the  original  note of $45,200 was repaid to Heritage
Trust in November of 2000, leaving a $5,200 in principal plus $5,650 in interest
still due. This note also accrues interest at the rate of 15% per

                                        3

<PAGE>



annum,  with a default interest rate of 18% per annum.  This note is not secured
but is guaranteed by our President,  Gaylen Johnson.  This note was due February
15, 2001, and was revised and extended to August 15, 2001.

     The third note was issued in December 1999, when John Arney,  individually,
loaned us the principal amount of $20,000, which accrues interest at the rate of
10% per annum with a default  interest rate of 18% per annum.  This note was due
January 17, 2000, and has been extended to August 15, 2001.

     At March 31, 2001, we had outstanding  cash working  capital  advances from
our President's  personal line of credit with his bank amounting to $47,774. The
Company  will  pay  interest  due to the  bank  on the  line of  credit  with no
additional  interest  being paid to the President.  In addition,  the President,
Gaylen Johnson, individually, has two personal loans to the Company. One note is
for $5,500 written on October 29, 1998, and the other for $10,000 written August
9, 1999.  Both loans  accrue  interest  at the rate of 10% and Mr.  Johnson  has
agreed to extend  both loans  until such time as the Company is in a position to
repay the notes. We also have accrued  $282,632 in past due salaries,  which are
due to Mr. Johnson.


     Our management  has recognized  that, in order to allow us to implement our
business  strategy  discussed  in our Form  10-KSB  for our  fiscal  year  ended
September 30, 2000, as filed with the US Securities and Exchange Commission,  it
will be  necessary  for us to raise  additional  equity  capital  of at least $2
million in addition to the funds recently  raised by us.  Relevant  thereto,  in
February 2001, we commenced a self-underwritten, "best efforts" private offering
of convertible debentures,  each debenture convertible into shares of our common
stock at a conversion price of $.50 per share. The debentures accrue interest at
the rate of 15% per annum and are due 18 months from receipt and  acceptance  by
us of the relevant  subscription.  As of the date of this Report, we have raised
$45,000 in this Offering.  We are currently  exploring other  available  funding
opportunities,  but as of the date of this Report,  no  definitive  agreement or
arrangement  has been  reached  with any  person or  entity,  who has  agreed to
provide funding to us.

     We intend to continue our discussions with investment bankers and others to
provide or assist in providing additional financing.  However, as of the date of
this Report,  we do not have any written  commitments for any financing,  and no
assurance can be given that we will obtain any such financing. Failure to obtain
additional  capital into our company will force  management  to reduce  expense,
which may affect our  ability to  implement  our  business  plan.  If we are not
successful, it is doubtful that we will be able to survive and we will be forced
to liquidate.


                                        4

<PAGE>



TRENDS

     Because of the  difficulty we have been  experiencing  in raising  capital,
implementation  of our  business  plan  has  been  delayed.  In  spite  of  this
difficulty, we previously anticipated that our revenues would increase beginning
in February  2001,  which  increase we believe is reflected in the total revenue
increase which we experienced  during the six month period which ended March 31,
2001.  While no assurances can be provided,  we believe our revenue flow will be
inconsistent  through June 2001 but further  anticipate  that our revenues  will
again  increase  beginning  in July  2001,  subject  to a  variety  of  factors,
including  the receipt of  additional  equity or debt funding and as a result of
additional  revenues  derived  from a  pending  business  transaction.  While no
definitive  written  agreement has been  executed with this third party,  we are
cautiously optimistic that beginning in July 2001, this prospective  arrangement
will result in  approximately  $80,000 per month in  additional  revenues to our
company  for an  extended  period  of  time.  These  factors  also  include  our
expectation  that market  acceptance for our concept in golf clubs will continue
to grow.  Our success is  dependent  upon our  ability to finance  our  proposed
operations, either with debt or equity.

     We also understand that new designs and changes from  traditional  lines of
golf clubs may meet with consumer  rejection.  We have planned our manufacturing
capabilities  based upon our forecasted  demand for our products.  Actual demand
for such products may exceed or be less that our  forecasted  demand.  If we are
unable to  produce  sufficient  quantities  of our golf clubs in time to fulfill
actual  demand,  such  inability  may limit our sales and  adversely  affect our
financial performance.

INFLATION

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material affect on the results of operations
during the six month period ended March 31, 2001.




                                        5

<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We have been named as a defendant in several  lawsuits in the normal course
of our  business.  In the opinion of  management,  after  consulting  with legal
counsel,  the liabilities,  if any, resulting from these matters will not have a
material effect on our financial statements.


     In addition, we are aware of one matter which may lead to litigation in the
future.  In May 2000,  we entered into a settlement  agreement  and release with
Boulder  Marketing  Agency,  Inc. and J. Kevin  Weinhoeft  (hereinafter  jointly
referred to as "BMA"),  whereby,  in full settlement of various claims,  BMA did
agree to return to us  1,020,000  shares  of our  common  stock and we agreed to
issuance to BMA 70,000 shares of our common stock and payment of an aggregate of
$50,000 upon receipt by us of equity or debt financing in excess of $50,000.  To
date, we have paid $10,000 on this obligation, despite the fact that we have not
concluded any financings in the relevant  amount.  BMA has failed to deliver the
relevant  1,020,000  shares  back to us. All  references  in this  Report to our
issued and outstanding common shares include these 1,020,000 shares.


ITEM 2. CHANGES IN SECURITIES


     During the three month period ended March 31, 2001,  we issued an aggregate
of 233,115 shares of our common stock.  Of these shares,  each current member of
our Board of Directors  were issued 20,000 shares in exchange for their services
(100,000 in aggregate). Further, Mr. Gary Carter, a director of our company, was
issued an  additional  75,000  shares of our common stock in  consideration  for
marketing  assistance  provided  by Mr.  Carter by his  playing our line of golf
clubs,  using our golf bags,  logo, hats and shirts,  as well as his acting as a
spokesperson  for our company.  These shares were valued at $.10 per share,  the
market price for our common stock on the issuance date.


     In  March  2001,  we  issued  38,115  shares  of our  common  stock  to one
individual pursuant to a debt conversion.  These shares were valued at $0.20 per
share, the market price of our common stock on the issuance date.

     Finally,  we issued an  aggregate  of  $45,000  in  convertible  debentures
pursuant  to the private  offering  described  in Part I, Item 2, above,  to six
persons.

     We relied  upon the  exemption  from  registration  provided by Section 4/2
and/or  Regulation  D, each  promulgated  under the  Securities  Act of 1933, as
amended, to issue these shares.


                                        6

<PAGE>



ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

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

     NONE

ITEM 5. OTHER INFORMATION - None

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

     (a) Exhibits - none

     (b) Reports on Form 8-K

         None

                                        7

<PAGE>




                            Freedom Golf Corporation
                                  Balance Sheet
                                 March 31, 2001
                                   (Unaudited)

                      ASSETS                                        March 31,
                      ------                                          2001
                                                                   ----------
Current assets:
  Accounts receivable - trade                                      $   65,089
  Inventory                                                           178,934
                                                                   ----------
      Total current assets                                            244,023

Property and equipment, at cost, net of
  accumulated depreciation of $9,292                                    8,106

Deposit                                                                 2,000
Patents, net of accumulated amortization of $17,780                    82,220
                                                                   ----------
                                                                   $  336,349
                                                                   ==========
        LIABILITIES AND STOCKHOLDERS' EQUITY
        ------------------------------------

Current liabilities:
  Note payable - bank                                              $   13,890
  Notes payable - others                                              294,590
  Notes payable - related party                                        70,850
  Accounts payable - trade                                            129,815
  Advances from officer                                                47,774
  Accrued salaries                                                    282,632
  Accrued interest - related party                                      5,365
  Accrued expenses                                                     20,247
                                                                   ----------
      Total current liabilities                                       865,163

Stockholders' equity:
 Common stock, $.001 par value,
  50,000,000 shares authorized,
  13,242,021 shares issued and outstanding                             13,242
 Additional paid-in capital                                         2,221,432
 Unearned services                                                   (187,500)
 Accumulated deficit                                               (2,575,988)
                                                                   ----------
                                                                     (528,814)
                                                                   ----------
                                                                   $  336,349
                                                                   ==========


            See accompanying notes to unaudited financial statements.

                                        8

<PAGE>
<TABLE>


                            Freedom Golf Corporation
                            Statements of Operations
                  Three Months Ended December 31, 2000 and 1999
                                   (Unaudited)
<CAPTION>
                                                       Three Months Ended
Six Months Ended
                                                            March 31,
  March 31,
                                                       2001        2000
2001        2000
                                                    ----------  ----------
----------  -----------
<S>                                                 <C>         <C>         <C>
       <C>
Sales, net                                          $   78,777  $   26,883  $
106,884  $    36,682
Cost of sales                                            8,630      17,528
19,834       23,065
                                                    ----------  ----------
----------  -----------
Gross profit                                            70,147       9,355
87,050       13,617

Selling, general and administrative expenses           155,884     906,696
261,588      994,508
                                                    ----------  ----------
----------  -----------
Income (loss) from operations                          (85,737)   (897,341)
(174,538)    (980,891)

Other income and (expense):
  Interest expense                                      (4,944)    (11,054)
(12,937)     (13,651)
  Other income                                              54          17
   67           66
                                                    ----------  ----------
----------  -----------
                                                        (4,890)    (11,037)
(12,870)     (13,585)

Income (loss) before income taxes                      (90,627)   (908,378)
(187,408)    (994,476)
Provision for income taxes                                   -           -
    -            -
                                                    ----------  ----------
----------  -----------

Net income (loss)                                   $  (90,627) $ (908,378) $
(187,408) $  (994,476)
                                                    ==========  ==========
==========  ===========


Basic and fully diluted earnings (loss) per share:
 Net income (loss)                                  $    (0.01) $    (0.07) $
(0.01) $    (0.08)
                                                    ==========  ==========
==========  ==========

 Weighted average shares outstanding                13,860,983  12,503,206
13,793,278  11,990,206
                                                    ==========  ==========
==========  ==========







            See accompanying notes to unaudited financial statements.
</TABLE>






                                        9

<PAGE>


                            Freedom Golf Corporation
                            Statements of Cash Flows
                    Six Months Ended March 31, 2001 and 2000
                                   (Unaudited)

                                                         Six Months Ended
                                                             March 31,
                                                         2001          2000
                                                      ----------   -----------

Net income (loss)                                     $ (187,408)  $  (994,476)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
  Common stock issued for services                             -       807,500
   Depreciation and amortization                           4,998         4,187
   Interest added to loan balance                          5,650            -
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable           (63,324)      (8,120)
    (Increase) decrease in inventory                     (75,840)     (57,468)
    (Increase) decrease in prepaid expenses               38,800      (18,250)
    Increase (decrease) in accounts payable               48,705      (34,368)
    Increase (decrease) in accrued salaries              (21,868)      36,000
    Increase (decrease) in accrued expenses                5,462        8,750
                                                      ----------   ----------
       Total adjustments                                 (57,417)     738,231
  Net cash provided by                                ----------   ----------
   operating activities                                 (244,825)    (256,245)
                                                      ----------   ----------
Cash flows from investing activities:
  Purchase of fixed assets                                  (749)      (1,088)
  Net cash (used in)                                  ----------   ----------
   investing activities                                     (749)      (1,088)

Cash flows from financing activities:
   Common stock sold for cash                             77,623      230,600
   Repayment of bank loan                                 (3,255)           -
   Proceeds from notes payanle                           157,762       98,070
   Repayment of notes payable                             (2,153)     (68,885)
  Net cash (used in)                                  ----------   ----------
   financing activities                                  229,977      259,785
                                                      ----------   ----------
Increase (decrease) in cash                              (15,597)       2,452
Cash and cash equivalents,
 beginning of period                                      15,597          246
Cash and cash equivalents,                            ----------   ----------
 end of period                                        $            $    2,698
                                                      ==========   ==========


            See accompanying notes to unaudited financial statements.








                                       10

<PAGE>



                            Freedom Golf Corporation
                     Notes to Unaudited Financial Statements
                                 March 31, 2001

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial   information   and  with  the   provisions  of  Regulation   SB.
     Accordingly,  they do not  include  all of the  information  and  footnotes
     required by generally accepted accounting principles for complete financial
     statements.  In the opinion of management,  all adjustments  (consisting of
     normal recurring adjustments)  considered necessary for a fair presentation
     have  been  included.   These  financial   statements  should  be  read  in
     conjunction with information  provided in the Company's report on Form 10-K
     for the year ended September 30, 2000.

     The results of operations  for the periods  presented  are not  necessarily
     indicative of the results to be expected for the full year.

     Income (loss) per share was computed  using the weighted  average number of
     common shares outstanding.

     During the six months  ended March 31,  2001,  the Company  received  gross
     proceeds from the sale of common stock aggregating $70,000. The shares were
     sold at a price of $.25 per  share,  which was  equivalent  to the  trading
     value common stock at the sale date.

     Additionally  during the  quarter,  the  Company  received  gross  proceeds
     $70,000  from the  issuance of notes  payable,  added  accrued  interest of
     $5,650 to a note balance and repaid notes aggregating $12,282.


                                       11

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the Registrant has duly caused this amendment to this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                        FREEDOM GOLF CORPORATION
                                        (Registrant)


                                        Dated:  July 30, 2001



                                        By: s/Gaylen P. Johnson
                                           ---------------------------------
                                           Gaylen P. Johnson, President





                                       12