SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K  (Mark One) xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended February 28, 2010  oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ___________ to ___________  Commission File No.   333-152286  TOP FLIGHT GAME BIRDS, INC. (Name of registrant in its charter)  Delaware20-8767223(State or other jurisdiction of
incorporation or organization)(IRS Employer Identification No.)4746 Lewis Drive
Bartlesville, Oklahoma74006(Address of principal executive offices)(Zip Code)  918-333-2464 (Registrants telephone number, including area code)  Securities registered under Section 12(b) of the Exchange Act:Title of each class registered:Name of each exchange on which registered:NoneNoneSecurities registered under Section 12(g) of the Exchange Act:Common Stock, par value  $0.001
(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 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 the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  o    No  x  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   x    No  o  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.  x   1    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 fileroAccelerated fileroNon-accelerated filer (Do not check if a smaller reporting company)oSmaller reporting companyx  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o     No  x  Number of shares of the registrant’s common stock outstanding as of May 27, 2010 was 24,200,000.    2      TABLE OF CONTENTS  PART IITEM 1.BUSINESS4ITEM 2.PROPERTIES5ITEM 3.LEGAL PROCEEDINGS5ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS5PART IIITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES6ITEM 6.SELECTED FINANCIAL DATA6ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS6ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK8ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA9ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE17ITEM 9A.CONTROLS AND PROCEDURES17PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE18ITEM 11.EXECUTIVE COMPENSATION18ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS19ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE19ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES19PART IVITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES20SIGNATURES21    3  PART I  Item 1. Business.  Top Flight GameBirds, Inc. was incorporated in Delaware on February 9, 2007, to enter the commercial game bird industry and establish a large scale commercial game bird farm.  We raise Bobwhite Quail (Quail) to provide the needs of the commercial hunting preserves, dog trainers and national organizations such as the National Shoot to Retrieve Association.  We are a commercial game bird grower, and we have planned that our growth period will be executed in two stages.  We are currently in our initial stage and raising approximately 10,000 flight-conditioned Quail for sale annually.  Contingent on the successful completion of our initial growth stage, we plan to aggressively expand our operation and business by doubling the number of flight-conditioned Quail raised at our facility.  Background  We are presently in our first stage of growth.  This phase is estimated to be completed in the next twelve months.  During this first phase, we are establishing our corporate existence as a publicly held corporation, raising initial capital, and successfully raising approximately 10,000 mature flight conditioned Quail.  This phase of our growth is designed to attract a modest level of business aimed at reaching a breakeven point and to create customer awareness of the Company as a quality commercial game bird company.  The budget for the next twelve (12) months of operation is estimated to be $36,000, which is being provided by our founding principal.  A breakdown of the estimated costs for our next 12 months of operation are as follows:  Chicks$7,500Feed12,000Propane500Electricity1,000Legal and Accounting10,000Marketing5,000$36,000  Revenues are expected to be minimal as the volume of Quail raised during this initial stage of operation is low.  Prices are determined strictly by us, and we will change our prices from time to time to adjust to market conditions.  In an attempt to maximize revenues, we plan to feature healthy good flying Quail at a fair market value.  Marketing in our first stage is planned to primarily be through attending National Shoot to Retrieve Field Trials, wordofmouth to business associates, family and social acquaintances.  We expect to operate at a loss during our initial growth/operating period.  Office space, brooder, flight pens, and administrative services will be provided by our sole officer and director, Rhonda Heskett.  Our founding principal will be the Companys only officer, and she will provide the resources to execute our plans in this phase of operation.  No salary is planned to be paid to the founding principal or any other employees until the Company has completed growth stage two and has sufficient cash flow from operations.  For customer service and sales, we plan to utilize a single local cellular telephone number provided and operated by our sole officer and director, Rhonda Heskett.  Orders can be taken 24 hours a day via voicemail.  Customer service is expected to be minimal during this stage due to the volume of Quail being raised.  Contingent on the successful completion of stage one, we plan to aggressively expand our operation and business.  This phase of growth is planned to be completed in 12 to 18 months.  Our expansion would be accomplished by increasing the number of Quail raised per year to a total of 20,000.  This would be twice the amount of Quail raised in stage one.  Strategy  We plan to seize the opportunity to develop a successful commercial game bird company by providing the proper technology, marketing, capital, and game bird-experienced management to implement our plan.  Initially, capital has been provided by our  4    founding principals and shareholders to fund initial startup costs.  Subsequently, funds to finance growth and working capital are planned to be provided by the sale of our Quail.  As the demand for our product increases we plan to modify our facilities to brood and raise additional Quail to meet the demand.  Products and Services  Our game bird suppliers will be hatcheries that are members of National Poultry Improvement Plan, NPIP and/or North American Game Bird Association.  This will help ensure but not guarantee healthy chicks.  Our target buyers will be seasonal hunters, hunting preserves, field trial stock, private individuals who buy live Quail to train bird dogs, and private individuals who buy Quail to restock the population on their land.  Our core products will be:  Flight-Conditioned Quail Mature/Restocking Age Quail  Marketing  We plan to market our products through existing relationships with members of the National Shoot to Retrieve Association and other known hunting clubs and shooting preserves.  We also sponsor and participate in Shoot to Retrieve Field Trials using the Top Flight Game Bird name.  Nearly all participants at these events purchase Quail to train their dogs from commercial game breeders.  As our capacity to raise more Quail increases, we plan to advertise in various magazines targeted to the upland game hunter.  Employees  Ms. Heskett is currently our only employee, and we will depend on her ability to execute our plan through our initial growth stage. Specifically, no salaried employees will be engaged during this period.  Moreover, no salary is planned to be paid to the founding principal or any other employees until cash flows from operations allow it in subsequent growth stages.   Item 2. Properties.  Our property consists of office space located at 4746 Lewis Drive, Bartlesville, Oklahoma 74006 and Game Bird facilities located at CR 3550 Bartlesville, Oklahoma 74006.  Currently, this space is sufficient to meet our needs; however, if we expand our business to a significant degree beyond that contemplated in stage two, we will have to find a larger space for our office.   Item 3. Legal Proceedings.  There are no legal proceedings pending or threatened against us.   Item 4. Submission of Matters to a Vote of Security Holders.  None.    5  PART II  Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.  Our common stock was approved to trade on the OTC Bulletin Board system under the symbol TOPG since May 5, 2009. However, to date there has been no trading market for our Common Stock.  The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control.  In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.  Holders of Our Common Stock  As of May 27, 2010, we had 28 shareholders of our common stock.  Stock Option Grants  To date, we have not granted any stock options.  Registration Rights  We have not granted registration rights to the selling shareholders or to any other persons.  Item 6. Selected Financial Data.  Not applicable for smaller reporting company.  Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.  The following information specifies certain forward-looking statements of management of the Company.  Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact.  Forward-looking statements may be identified by the use of forward-looking terminology such as, may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms or the negative of those terms.  The forward-looking statements specified in the following information have been complied by our management and considered by management to be reasonable.  Our future operating results, however, are impossible to predict and no representation, guaranty or warranty is to be inferred from those forward-looking statements.  The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry and other circumstances.  As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment.  To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of these forward-looking statements.  No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.  Overview  Top Flight GameBirds, Inc. was incorporated in Delaware on February 9, 2007 for the purpose of operating a commercial game bird facility.  We are an agricultural producer principally involved in raising Bobwhite Quail.  We sell primarily to seasonal hunters, commercial hunting preserves, dog trainers and national organizations such as the National Shoot to Retrieve Association.  We are presently in our first stage of growth.  This phase is estimated to be completed in the next twelve months.  During this first stage, we are establishing our corporate existence as a publicly held corporation, raising initial capital, and successfully raising 10,000 mature flight conditioned Quail.  This phase of our growth is designed to attract a modest level of business aimed at reaching a breakeven point and to create customer awareness of the Company as a quality commercial game bird company.  The budget for the next twelve (12) months of operation is estimated to be $36,000, which is being provided by our founding principal and shareholders.  A breakdown of the estimated costs for our next 12 months of operation are as follows:   6     Chicks$7,500Feed12,000Propane500Electricity1,000Legal and Accounting10,000Marketing5,000$36,000   Revenues are expected to be minimal as the volume of Quail raised during this initial stage of operation is low.  Limited Operating History  We have not previously demonstrated that we will be able to expand our business through an increased investment in our product line and/or marketing efforts.  We cannot guarantee that the expansion efforts described in this report will be successful.  Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our new products and/or sales methods.  Results of Operations  Year Ended February 28, 2010 Compared to Year Ended February 28, 2009  We had revenues of $22,476 for the year ended February 28, 2010 compared to $35,659 for the prior year.  For the year ended February 28, 2010, we had $19,325 of gross profit compared to a gross profit of $6,093 in the prior year.  The increase in gross profit was due to a much higher level of death losses during the year ended February 28, 2009 as compared to the year ended February 28, 2010.  During the year ended February 28, 2010, we were able to raise more birds to maturity.  Expenses for the year ended February 28, 2010 totaled $48,216.  This compares to expenses of $82,658 for the prior year.  This decrease is primarily due to reduced professional fees.  Capital Resources and Liquidity  As of February 28, 2010, we had $1,539 in cash.  Our general and administrative expenses are expected to average less than $2,000 per month for the next 12 months.  Since inception, we have received a total of $82,000 from the sale of shares by us pursuant to an exemption from registration at Regulation D Rule 506 of the Securities Act of 1933.  However, we have had no financing transactions during the years ended February 2, 2010 and 2009.  We believe we can satisfy our cash requirements for the next twelve months with our current cash and expected revenues. However, completion of our plan of operation is subject to attaining adequate revenue.  We cannot assure investors that adequate revenues will be generated.  In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our profit, revenue, and growth goals.  We anticipate that our operational and general and administrative expenses for the next 12 months will total approximately $36,000.  We do not anticipate the purchase or sale of any significant equipment.  We also do not expect any significant changes in the number of employees.  If sufficient financing is received, we may add additional management and sales personnel. However, we do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the additional costs.  At this time we have not entered into any agreements or negotiations with a sales and marketing entity to undertake marketing for us.  The foregoing represents our best estimate of our cash needs based on current planning and business conditions.  The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.  In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services.  Should this occur, we would likely seek additional financing to support the continued operation of our business.  We anticipate that depending on market conditions and our plan of operations, we would incur operating losses in the foreseeable future.  We base this expectation, in part,  7    on the fact that we may not be able to generate enough gross profit from the sale of photo journal products and to cover our operating expenses.  Critical Accounting Policies and Estimates  Our Managements Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results may differ from these estimates.  Inventory  Quail inventories are stated at the lower of cost (first-in, first-out method) or market.  Revenue Recognition  Revenue from the sale of game birds is recognized when the products are shipped and title is transferred, the sale is completed, persuasive evidence of an arrangement exists, and collectability is reasonably assured.  Going Concern  As reflected in the accompanying financial statements, we had an accumulated deficit of $127,077 at February 28, 2010, a net loss for the year ended February 28, 2010 of $28,891, and cash used for operations of $19,794 during the year ended February 28, 2010.  This raises substantial doubt about our ability to continue as a going concern.  Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.  Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.  Item 7A. Quantitative and Qualitative Disclosures About Market Risk.  Market risk is the risk of loss from adverse changes in market prices and interest rates.  We do not have substantial operations at this time so they are not susceptible to these market risks.  If, however, they begin to generate substantial revenue, their operations will be materially impacted by interest rates and market prices.   8    Item 8. Financial Statements and Supplementary Data.    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   To the Shareholders Top Flight GameBirds, Inc. Bartlesville, Oklahoma  We have audited the accompanying balance sheets of Top Flight GameBirds, Inc. as of February 28, 2010 and 2009, and the related statements of operations, stockholders equity and cash flows for the years ended February 28, 2010 and 2009.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We 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 audits 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 their 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 February 28, 2010 and 2009, and its results of operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has generated losses from operations and has an accumulated deficit at February 28, 2010, which together raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ GBH CPAs, PC  GBH CPAs, PC www.gbhcpas.com Houston, Texas May 27, 2010    9  TOP FLIGHT GAME BIRDS, INC. BALANCE SHEETS   February 28, 2010February 28, 2009ASSETSCurrent assets:Cash$1,539$21,333Inventory623-Total current assets2,16221,333Property and equipment, net of depreciation of $424 and $679, respectively173597TOTAL ASSETS$2,335$21,930LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable$22,212$21,316TOTAL LIABILITIES22,21221,316Stockholders equity (deficit):Preferred stock, $0.001 par value per shares, 10,000,000 shares authorized; none issued--Common stock, $0.001 par value per share, 100,000,000 shares authorized; 24,200,000 shares issued and outstanding24,20024,200Additional paid-in capital83,00074,600Accumulated deficit(127,077)(98,186)TOTAL STOCKHOLDERS EQUITY (DEFICIT)(19,877)614TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)$2,335$21,930  The accompanying notes are an integral part of these financial statements.    10    TOP FLIGHT GAME BIRDS, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED FEBRUARY 28, 2010 AND 2009   Year Ended February 28, 2010Year Ended February 28, 2009Revenues$22,476$35,659Cost of goods sold3,15129,566Gross profit19,3256,093Operating expenses:General and administrative expense47,79282,234Depreciation424424Total operating expenses48,21682,658Net operating loss(28,891)(76,565)Net loss$(28,891)$(76,565)Per share data:Net loss per share  basic and diluted$(0.00)$(0.00)Weighted average shares outstanding  basic and diluted24,200,00024,200,000  The accompanying notes are an integral part of these financial statements.    11    TOP FLIGHT GAME BIRDS, INC. STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE YEARS ENDED FEBRUARY 28, 2010 AND 2009   Common StockAdditional
Paid-inAccumulatedSharesAmountCapitalDeficitTotalBalance, February 29, 200824,200,000$24,200$66,200$(21,621)$68,779Non-cash expenses treated as contributed capital--8,400-8,400Net loss---(76,565)(76,565)Balance, February 28, 200924,200,00024,20074,600(98,186)614Non-cash expenses treated as contributed capital--8,400-8,400Net loss---(28,891)(28,891)Balance, February 28, 201024,200,000$24,200$83,000$(127,077)$(19,877)  The accompanying notes are an integral part of these financial statements.    12    TOP FLIGHT GAME BIRDS, INC. STATEMENTS OF CASH FLOW FOR THE YEARS ENDED FEBRUARY 28, 2010 AND 2009   Year ended February 28, 2010Year ended February 28, 2009Cash flows from operating activities:Net loss$(28,891)$(76,565)Adjustments to reconcile net loss to net cash used by operating activities:Non-cash expenses treated as contributed capital8,4008,400Depreciation424424Changes in operating assets and liabilities:Inventory(623)6,508Accounts payable89621,316Net cash used by operating activities(19,794)(39,917)Cash flows from investing activities--Cash flows from financing activities--Decrease in cash(19,794)(39,917)Cash, beginning of year21,33361,250Cash, end of year$1,539$21,333Supplemental disclosures of cash flow information:Cash paid for interest$-$-Cash paid for income taxes$-$-  The accompanying notes are an integral part of these financial statements.    13    TOP FLIGHT GAME BIRDS, INC. NOTES TO FINANCIAL STATEMENTS  NOTE 1        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION  Organization and Business  Top Flight GameBirds, Inc. (the Company) was incorporated in Delaware on February 9, 2007 for the purpose of operating a commercial game bird facility.  We are an agricultural producer principally involved in raising Bobwhite Quail.  We sell primarily to seasonal hunters, commercial hunting preserves, dog trainers and national organizations such as the National Shoot to Retrieve Association.  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 balance sheet.  Actual results could differ from those estimates.  Cash and Cash Equivalents  Cash and cash equivalents include cash and all highly liquid financial instruments with purchased maturities of three months or less.  Inventories  Quail inventories are stated at the lower of cost (first-in, first-out method) or market.  Purchased quail are carried at purchase cost plus costs of maintenance through the balance sheet date.  Furniture and Equipment  Furniture and equipment are stated at cost, net of accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets of three years.  The cost of asset additions and improvements that extend the useful lives of property and equipment are capitalized.  Routine maintenance and repair items are charged to current operations.  The original cost and accumulated depreciation of asset dispositions are removed from the accounts and any gain or loss is reflected in the statement of operations in the period of disposition.  Revenue Recognition  We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.  This typically occurs when quail are picked up by the purchaser.  Income Taxes  The provision for income taxes is computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Loss Per Share  Basic loss per share is based on the weighted average number of common shares outstanding.  Diluted loss per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic loss per share is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period.  Weighted average number of shares used to calculate basic and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive.  The company has no dilutive instruments.  14    NOTE 1        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (CONTINUED) Reclassifications  Certain amounts in prior periods have been reclassified to conform to the current financial statement presentation.  Subsequent Events  The Company has evaluated and disclosed all material events occurring between the end of our fiscal year, February 28, 2010, and the date when the financial statements were issued.  Recent Accounting Pronouncements   The Company does not expect that the adoption of recently issued accounting pronouncements will have a material impact on its financial position, results, of operations or cash flows.   NOTE 2       GOING CONCERN  As reflected in the accompanying financial statements, we have an accumulated deficit of $127,077 as of February 28, 2010, a net loss of for the year ended February 28, 2010 of $28,891, and cash used in our operations of $19,794 during the year ended February 28, 2010.  This raises substantial doubt about our ability to continue as a going concern.  Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.  Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.   NOTE 3       REVENUE CONCENTRATION  For the years ended February 28, 2010 and 2009, Top Flights largest customer accounted for 91% and 62% of total revenues, respectively.   NOTE 4       INVENTORY  Inventory consisted of the following:  February 28, 2010February 28, 2009Quail$623$-Feed--Total$623$-   NOTE 5       RELATED PARTY TRANSACTIONS  During each of the years ended February 28, 2010 and February 28, 2009, our president contributed services and brooding facilities with a fair value of $6,000 and $2,400, respectively.  These non-cash expenses totaling $8,400 in each of the years ended February 28, 2010 and 2009 were treated as contributed capital.   NOTE 6       COMMITMENTS  Our principal office is in the office of one of our vendors pursuant to a verbal agreement on a rent-free month-to-month basis.    15    NOTE 7       INCOME TAXES  Since inception, we have incurred net losses and, therefore, had no tax liability as of February 28, 2010 and 2009.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward was approximately $118,500 at February 28, 2010 and will expire in the years 2028 to 2030.  At February 28, 2010 and 2009, the deferred tax assets consisted of the following:  February 28,February 28,20102009Net operating losses$40,275$30,450Less:  valuation allowance(40,275)(30,450)Net deferred tax asset$$  The change in the valuation allowance for the years ended February 28, 2010 and 2009 was $9,825 and $26,050, respectively.   NOTE 8        SUBSEQUENT EVENTS  On March 10, 2010, an officer of the Company loaned the Company a total of $12,060 in exchange for a 5% per annum promissory note.  Re-payments commenced on May 1, 2010.  In the event that any one installment or any part thereof should not be paid when due, the entire balance is due at the option of the holder.     16  Item 9. Changes in and Disagreements with Accountants on Accounting and Financing Disclosure.  Our accountants are GBH CPAs, PC, independent certified public accountants.  We do not presently intend on changing accountants.  At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.  Item 9A. Controls and Procedures.  Evaluation of disclosure controls and procedures  Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of February 28, 2010.  Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  The Companys internal control over financial reporting is designed to provide reasonable assurance to the Companys management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United States generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.  Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Managements assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting.  Based on this assessment, Management concluded the Company did maintain effective internal control over financial reporting as of February 28, 2010.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  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 our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Annual Report.  Changes in internal controls  None.    17  PART III  Item 10. Directors, Executive Officers and Corporate Governance.  Our sole executive officer and director and her age as of February 28, 2010, is as follows:  NAMEAGEPOSITIONRhonda Heskett37President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors  Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.  RHONDA HESKETT.Rhonda Heskett has been our President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors since inception.  Ms. Heskett has worked as a manager of a retail store in Bartlesville, Oklahoma, for the past 9 years where she oversaw 14 employees.  Ms. Heskett also has trained hunting dogs for the past 6 years and has been active in the National Shoot to Retrieve Association (NSTRA) for the past 3 years.  Ms. Heskett trained the NSTRA High Point Dog of the Year for 2007, 2008 and 2009.  She also trained the dog that won the 2008 National Purina Top Performance Award.  She has been the Chairman of over 50 field trials held in the State of Oklahoma over the last three years and attended several National events representing the State of Oklahoma.  She is currently an Oklahoma Board Member in NSTRA and received the Presidential Presentation of Appreciation Award for the 2006-2007 year by the President of NSTRA.  Term of Office  Our directors are appointed for a one-year term to hold office until the next annual 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.  Item 11. Executive Compensation.  Compensation of Executive Officers  Summary Compensation Table  The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal year ended February 28, 2010 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):  SUMMARY COMPENSATION TABLE  Compensation of Executive Officers: Summary Compensation Table  The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal year ended February 28, 2010, in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):  SUMMARY COMPENSATION TABLE  Name and Principal PositionYearSalary
($)Bonus
($)Stock Awards
($)Option Awards
($)Non-Equity Incentive Plan Compensation ($)Non-Qualified Deferred Compensation Earnings
($)All Other Compensation
($)Totals
($)Rhonda Heskett2009--------President, Chief2010--------Executive Officer and Director  18       Option Grants Table  There were no individual grants or stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through February 28, 2010.  Aggregated Option Exercises and Fiscal Year-End Option Value Table  There were no stock options exercised during the fiscal year ended February 28, 2010, 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.  No amounts have been paid to, or accrued to, directors in such capacity.  Employment Agreements  We do not have any employment agreements in place with our sole officer and director.  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.  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 February 28, 2010, and by the officers and directors, individually and as a group.  Except as otherwise indicated, all shares are owned directly.  Title of ClassName and Address
of Beneficial OwnerAmount and Nature
of Beneficial OwnerPercent
of Class (1)Common StockRhonda Heskett20,000,00082.60%4746 Lewis Ave.
Bartlesville, OK 74006(1)The percent of class is based on 24,200,000 shares of our common stock issued and outstanding as of
May 27, 2010.  Item 13. Certain Relationships and Related Transaction, and Director Independence  None.  Item 14. Principal Accountant Fees and Services.  Audit Fees: Aggregate fees billed for professional services rendered for the audit of our annual financial statements for the years ended February 28, 2010 and 2009 were approximately $20,500 and $21,500, respectively.  Audit-related Fees: No fees were billed for assurance and related services reasonably related to the performance of the audit or review of our financial statements and not reported under Audit Fees above in the years ended February 28, 2010 and 2009.  Tax Fees: There were no fees for tax services for the years ended February 28, 2010 and 2009.  All Other Fees: There were no fees billed for professional services other than those described above were for the years ended February 28, 2010 and 2009.  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   19    -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 percentage 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.  31Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer32Section 1350 Certification of Chief Executive Officer and Chief Financial Officer   20    SIGNATURES  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.  TOP FLIGHT GAMEBIRDS, INC.   By:/s/   Rhonda HeskettRhonda HeskettPresident, Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer
and Chairman of the Board of Directors

May 27, 2010   21