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


                                   FORM 10-QSB

                             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 May 9, 2001, was 12,222,021 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 $261,461 during the six
month  period  ended March 31,  2001,  compared  to $994,508  during the similar
period in 2000, a decrease of $733,047

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(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,  $82,815 in  accounts  receivable  and
$178,934 in inventory.

     Also at March 31, 2001, we had outstanding  notes payable to  nonaffiliates
amounting  to  $259,590.  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 $110,850 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 $.85 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.  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, we reached a verbal agreement with
this note holder to extend the due date of this obligation  until June 30, 2001.
We expect  that a written  extension  will be executed  in the near  future.  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.

     Also as a result of this  refinancing,  we owe Heritage Trust the principal
sum of $10,850, the balance of the principal amount due under the original note,
plus accrued  interest.  This note also accrues  interest at the rate of 15% per
annum, with a default interest rate of 18% per annum.  However, this note is not
secured but is guaranteed by our President, Gaylen Johnson. This note is

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<PAGE>



due  on or  before  February  15,  2001,  but is  expected  to be  extended.  As
additional consideration, we granted Heritage Trust an option to purchase 72,333
shares of our  common  stock at an  exercise  price of $.15 per  share,  through
December 3, 2003.

     In December 1999, John Arney, individually,  loaned us the principal amount
of $20,000,  which  accrues  interest at the rate of 10% per annum.  In November
2000,  Mr.  Arney  loaned us an  additional  $40,000,  which  note also  accrues
interest at the rate of 15% per annum and was due January 16, 2001. We reached a
verbal  agreement  with Mr. Arney to extend the due date of this  obligation  to
June 30, 2001 as well.

     At March 31, 2001, we had outstanding  cash working  capital  advances from
our President  amounting to $67,653.  The advances are non-interest  bearing and
are  expected  to be repaid  out of the  proceeds  from the  debenture  offering
described below, provided that sufficient funds are available therefrom. We also
have accrued $317,632 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.

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

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<PAGE>



     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.

                           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.

ITEM 2. CHANGES IN SECURITIES

     During the three month period ended March 31, 2001,  we issued an aggregate
of 213,115 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
(80,000 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

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<PAGE>



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.

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


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<PAGE>



                            Freedom Golf Corporation
                                  Balance Sheet
                                 March 31, 2000
                                   (Unaudited)

                                      ASSETS
                                      ------

                                                                  March 31,
                                                                    2000
                                                                -----------
Current assets:
  Accounts receivable - trade                                   $    82,815
  Inventory                                                         178,934
                                                                -----------
      Total current assets                                          261,749

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

Deposit                                                               2,000
Patents, net of accumulated amortization of $16,111                  82,220
                                                                -----------
                                                                $   354,075
                                                                ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable - bank                                           $     2,918
  Notes payable - others                                            256,672
  Notes payable - related party                                     110,850
  Accounts payable - trade                                          108,292
  Advances from officer                                              67,653
  Accrued salaries                                                  317,632
  Accrued interest - related party                                    6,035
  Accrued expenses                                                   14,212
                                                                -----------
      Total current liabilities                                     884,264

Stockholders' equity:
 Common stock, $.001 par value,
  50,000,000 shares authorized,
  13,882,021 shares issued and outstanding                           13,882
 Additional paid-in capital                                       2,213,232
 Unearned services                                                  197,500
 Accumulated deficit                                             (2,954,803)
                                                                -----------
                                                                   (530,189)
                                                                -----------
                                                                $   354,075
                                                                ===========

            See accompanying notes to unaudited financial statements.



                                       7


<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                          $   78,757  $    26,883   $   106,884  $    36,682
Cost of sales                           (8,630)     (17,528)      (19,834)     (19,834)
                                    ----------  -----------   -----------  -----------
Gross profit                            70,127        9,355        87,050       13,617

Selling, general and
  administrative expenses              138,842      906,696       261,461      994,508
                                    ----------  -----------   -----------  -----------
Income (loss) from operations          (68,715)    (897,341)     (174,411)    (980,891)

Other income and (expense):
  Interest expense                      (4,906)     (11,054)      (12,899)     (13,651)
  Other income                              54           17            67           66
                                    ----------  -----------   -----------  -----------
                                       (73,567)    (908,378)     (187,243)    (994,476)

Income (loss) before income taxes      (73,567)    (908,378)     (187,243)    (994,476)
Provision for income taxes                   -            -             -            -
                                    ----------  -----------   -----------  -----------

Net income (loss)                   $  (73,567)  $  (908,378)  $  (187,243) $  (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 13,725,573    12,503,206    13,725,573   11,990,206
                                    ==========   ===========   ===========  ===========

            See accompanying notes to unaudited financial statements.

</TABLE>


                                       8
<PAGE>


                            Freedom Golf Corporation
                            Statements of Cash Flows
                  Three Months Ended December 31, 2000 and 1999
                                   (Unaudited)

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

Net income (loss)                                    $ (187,243)  $  (86,098)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Common stock issure for services                       2,500      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          (81,050)      (8,120)
    (Increase) decrease in inventory                    (75,839)     (57,468)
    (Increase) decrease in prepaid expenses              38,800      (18,250)
    Increase (decrease) in accounts payable              30,028      (34,368)
    Increase (decrease) in accrued salaries              13,132       36,000
    Increase (decrease) in accrued expenses               4,713        8,750
                                                     ----------   ----------
       Total adjustments                                (57,068)    (738,231)
                                                     ----------   ----------
  Net cash provided by
   operating activities                                (244,311)    (256,245)
                                                     ----------   ----------

Cash flow from investing activities:
    Purchase of equipment                                  (750)      (1,088)
                                                     ----------   ----------
    Net cash used by investing activities                  (750)      (1,088)
                                                     ----------   ----------

Cash flows from financing activities:
   Common stock sold for cash                            75,000      230,600
   Repayment of bank loan                                (3,254)           -
   Proceeds from notes payanle                          175,000       98,070
   Repayment of notes payable                           (17,282)     (68,885)
                                                     ----------   ----------
  Net cash (used in)
   financing activities                                 229,464      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.


                                       9



<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.


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<PAGE>


                                   SIGNATURES


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

                                       FREEDOM GOLF CORPORATION
                                       (Registrant)

                                       Dated:  May 21, 2001


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





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