SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K




(Mark
One)


x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the fiscal year ended February 28, 2009




o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the transition period from ___________ to ___________




Commission File
No.




TOP
FLIGHT GAME BIRDS, INC.


(Name of
registrant in its charter)




Delaware
                  
                  20-8767223(State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  (IRS
      Employer Identification No.)4746
      Lewis Drive
                    Bartlesville, Oklahoma
                  
                  74006(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:None
                      NoneSecurities
      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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer (Do not check if a smaller reporting company)
            o
            
            Smaller
      reporting company
            x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes  o    
No  x




Number of
shares of the registrant’s common stock outstanding as of May 28, 2009 was
24,200,000.















TABLE
OF CONTENTS





PART I
                    
                    1ITEM
      1.
                    BUSINESS
                    2ITEM
      2.
                    PROPERTIES
                    2ITEM
      3.
                    LEGAL
      PROCEEDINGS
                    2ITEM
      4.
                    SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
                    2PART
      II
                    
                    3ITEM
      5.
                    MARKET FOR REGISTRANT’S COMMON
      EQUITY; RELATED STOCKHOLDER MATTERS
      AND ISSUER PURCHASES OF EQUITY SECURITIES
                    3ITEM
      6.
                    SELECTED FINANCIAL
      DATA
                    3ITEM
      7.
                    MANAGEMENT’S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                    3ITEM 7A.
                    QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
                    5ITEM
      8.
                    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                    6ITEM
      9.
                    CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE
                    14ITEM
      9A.
                    CONTROLS AND
      PROCEDURES
                    14PART
      III
                    
                    15ITEM
      10.
                    DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE
                    15ITEM
      11.
                    EXECUTIVE
      COMPENSATION
                    15ITEM
      12.
                    SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
                    16ITEM
      13.
                    CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
                    17ITEM
      14.
                    PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
                    17PART
      IV
                    
                    17ITEM
      15.
                    EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
                    17SIGNATURES
                    
                    18













PART
I





Item 1. Business.




Top
Flight Game Birds, 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
                
                $
                7,500Feed
                
                
                12,000Propane
                
                
                500Electricity
                
                
                1,000Legal
      and Accounting
                
                
                10,000Marketing
                
                
                5,000$
                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.






-1-





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
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.






-2-





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
February 28, 2009, we had 42 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 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 Game Birds, 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.






-3-







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:





Chicks
                
                $
                7,500Feed
                
                
                12,000Propane
                
                
                500Electricity
                
                
                1,000Legal
      and Accounting
                
                
                10,000Marketing
                
                
                5,000$
                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, 2009 Compared to Year Ended February 29, 2008





We had
revenues of $35,659 for the year ended February 28, 2009 compared to $11,780 for
the prior year.  Sales began late in the second quarter of the year
ended February 29, 2008.  In addition, our level of sales has
increased as we have been able to grow more birds to maturity.
 
 For the
year ended February 28, 2009, we had $6,093 gross profit compared to a loss of
$4,835 in the prior year. The increase in gross profit was due to a much higher
level of death losses during the year ended February 29, 2008 as compared to the
year ended February 28, 2009.  During the year ended February 28,
2009, we were able to raise more birds to maturity in order to be
sold.
 
 Expenses
for the year ended February 28, 2009 totaled $82,658. This compares to expenses
of $16,786 for the prior year. This increase is due to added professional and
other expenses related to being a public company.


Capital
Resources and Liquidity





As of
February 28, 2009, we had $21,333 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.





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.






-4-






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, 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. We sold all of the quail raised during the fiscal year ended
February 28, 2009, and we currently have no inventory.  We do not
expect to purchase chicks for inventory purposes until July
2009.  Therefore, we do not expect to have inventory for resale until
September 2009.




Revenue
Recognition




Revenue
is recognized in accordance with the criteria included in Staff Accounting
Bulletins 101 and 104.  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 $98,186 at February 28, 2009, a net loss for the year ended February
28, 2009 of $76,565 and cash used for operations of $39,917 during the year
ended February 28, 2009. 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.






-5-







Item 8. Financial Statements and supplementary data.









REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Shareholders of


Top
Flight Game Birds, Inc.


Bartlesville,
Oklahoma




We have
audited the accompanying balance sheets of Top Flight Game Birds, Inc. as of
February 28, 2009 and February 29, 2008, and the related statements of
operations, stockholders’ equity and cash flows for the years ended February 28,
2009 and February 29, 2008. 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 an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of 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, 2009
and February 29, 2008, 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, 2009, 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 29,
2009






-6-







TOP
FLIGHT GAME BIRDS, INC.


BALANCE
SHEETS








February
      28, 2009
                        
                        
                        February
      29, 2008ASSETSCurrent
      assets:Cash
                        
                        $
                        21,333
                        
                        
                        $
                        61,250Inventory
                        
                        
                        -
                        
                        
                        
                        6,508Total
      current assets
                        
                        
                        21,333
                        
                        
                        
                        67,758Property
      and equipment, net of depreciation of $679 and $255,
      respectively
                        
                        
                        597
                        
                        
                        
                        1,021TOTAL
      ASSETS
                        
                        $
                        21,930
                        
                        
                        $
                        68,779LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                        
                        $
                        21,316
                        
                        
                        $
                        -TOTAL
      LIABILITIES
                        
                        
                        21,316
                        
                        
                        
                        -Stockholders’ equity: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 outstanding
                        
                        
                        24,200
                        
                        
                        
                        24,200Additional paid-in capital
                        
                        
                        74,600
                        
                        
                        
                        66,200Accumulated deficit
                        
                        
                        (98,186
                        )
                        
                        
                        (21,621
                        )TOTAL
      STOCKHOLDERS’ EQUITY
                        
                        
                        614
                        
                        
                        
                        68,779TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                        
                        $
                        21,930
                        
                        
                        $
                        68,779






The
accompanying notes are an integral part of these financial
statements.
 -7-






TOP
FLIGHT GAME BIRDS, INC.


STATEMENTS
OF OPERATIONS


FOR
THE YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008





Year
      ended February 28, 2009
                      
                      
                      Year
      ended February 29, 2008Revenues
                      
                      $
                      35,659
                      
                      
                      $
                      11,780Cost
      of goods sold
                      
                      
                      29,566
                      
                      
                      
                      16,615Gross
      income (loss)
                      
                      
                      6,093
                      
                      
                      
                      (4,835
                      )Operating
      expenses:General
      and administrative expense
                      
                      
                      82,234
                      
                      
                      
                      16,531Depreciation
                      
                      
                      424
                      
                      
                      
                      255Total
      operating expenses
                      
                      
                      82,658
                      
                      
                      
                      16,786Net
      operating loss
                      
                      
                      (76,565
                      )
                      
                      
                      (21,621
                      )Net
      loss
                      
                      $
                      (76,565
                      )
                      
                      $
                      (21,621
                      )Per
      share data:Net
      loss per share – basic and diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )Weighted
      average shares outstanding – basic and diluted
                      
                      
                      24,200,000
                      
                      
                      
                      20,011,475


The
accompanying notes are an integral part of these financial
statements.
 -8-




TOP
FLIGHT GAME BIRDS, INC.


STATEMENTS
OF STOCKHOLDERS’ EQUITY


FOR
THE YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008








Common
      Stock
                  
                  
                  Paid-in
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  TotalBalance,
      February 28, 2007
                  
                  
                  20,000,000
                  
                  
                  $
                  20.000
                  
                  
                  $
                  
                  
                  
                  $
                  -
                  
                  
                  $
                  40,000Shares
      issued for cash
                  
                  
                  4,200,000
                  
                  
                  
                  4,200
                  
                  
                  
                  37,800
                  
                  
                  
                  -
                  
                  
                  
                  42,000Non-cash
      expenses treated as contributed capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,400
                  
                  
                  
                  -
                  
                  
                  
                  8,400Net
      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (21,621
                  )
                  
                  
                  (21,621
                  )Balance,
      February 29, 2008
                  
                  
                  24,200,000
                  
                  
                  
                  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, 2009
                  
                  
                  24,200,000
                  
                  
                  $
                  24,200
                  
                  
                  $
                  74,600
                  
                  
                  $
                  (98,186
                  )
                  
                  $
                  614






The
accompanying notes are an integral part of these financial
statements.
 -9-





TOP
FLIGHT GAME BIRDS, INC.


STATEMENTS
OF CASH FLOW


FOR
THE YEARS ENDED FEBRUARY 28, 2009 and FEBRUARY 29, 2008








Year
      ended February 28, 2009
                  
                  
                  Year
      ended February 29, 2008Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (76,565
                  )
                  
                  $
                  (21,621
                  )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Non-cash
      expenses treated as contributed capital
                  
                  
                  8,400
                  
                  
                  
                  8,400Depreciation
                  
                  
                  424
                  
                  
                  
                  255Changes
      in operating assets and liabilities:Inventory
                  
                  
                  6,508
                  
                  
                  
                  (6,508
                  )Accounts
      payable
                  
                  
                  21,316
                  
                  
                  
                  -Net
      cash used by operating activities
                  
                  
                  (39,917
                  )
                  
                  
                  (19,474
                  )Cash flows from investing activities – Purchase of property and
      equipment
                  
                  
                  -
                  
                  
                  
                  (1,276
                  )Cash flows from financing activities – Proceeds from sale of
      stock
                  
                  
                  -
                  
                  
                  
                  82,000Increase
      (decrease) in cash
                  
                  
                  (39,917
                  )
                  
                  
                  61,250Cash,
      beginning of year
                  
                  
                  61,250
                  
                  
                  
                  -Cash,
      end of year
                  
                  $
                  21,333
                  
                  
                  $
                  61,250Supplemental
      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.
 -10-




TOP
FLIGHT GAME BIRDS, INC.


NOTES
TO FINANCIAL STATEMENTS








NOTE
1         SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ORGANIZATION




Organization and
Business





Top
Flight Game Birds, 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.





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 five 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





We
recognize deferred tax assets and liabilities based on differences between the
financial reporting and tax basis of assets and liabilities using the enacted
tax rates and laws that are expected to be in effect when the differences are
expected to be recovered.  The differences are primarily differences
in depreciation methods used for tax and reported for GAAP.  We
provide a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.






-11-





Loss Per
Share





Basic and
diluted net loss per share calculations are calculated on the basis of the
weighted average number of common shares outstanding during the
year.  Diluted net loss per share calculations include the dilutive
effect of common stock equivalents in years with net income.  Basic
and diluted loss per share is the same due to the absence of common stock
equivalents.




Reclassifications


Certain
amounts in prior periods have been reclassified to conform to the current
financial statement presentation.




Recent
Accounting Pronouncements




We do not
believe that the adoption of any recently issued accounting pronouncements will
have a material impact on our financial position or operating
results.





NOTE
2         GOING
CONCERN





As
reflected in the accompanying financial statements, we have an accumulated
deficit of $98,186 as of February 28, 2009, a net loss for the year ended
February 28, 2009 of $76,565, and cash used in our operations of $39,917 during
the year ended February 28, 2009. 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.





NOTE3         INVENTORY





Inventory
consisted of the following:





February 28,
      2009
                  
                  
                  February 29,
      2008Quail
                  
                  $
                  -
                  
                  
                  $
                  6,095Feed
                  
                  
                  
                  
                  
                  
                  413Total
                  
                  $
                  -
                  
                  
                  $
                  6,508





NOTE4         STOCKHOLDERS’EQUITY




Common Stock Issued for
Cash





On
February 11, 2007, we issued 20,000,000 shares of common stock to our founder
for a receivable of $40,000 ($0.002 per share).  The cash was later
received during April 2007.





During
February 2008, we issued 4,200,000 shares of common stock in a private placement
for cash of $42,000 ($0.01 per share).





NOTE5         RELATED PARTY
TRANSACTIONS





During
each of the years ended February 28, 2009 and February 29, 2008, 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, 2009 and February 29, 2008 were treated as
contributed capital.





NOTE6         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.






-12-







NOTE7         INCOME
TAXES





Since
inception, we have incurred net losses and, therefore, had no tax liability as
of February 28, 2009 and February 29, 2008.  The net deferred tax
asset generated by the loss carry-forward has been fully
reserved.  The cumulative net operating loss carry-forward was
approximately $76,500 at February 28, 2009 and will expire in the years 2028 to
2029.





At
February 28, 2009 and February 29, 2008, the deferred tax assets consisted of
the following:





February
      28,
                    
                    February
      29,2009
                    
                    
                    
                    2008Net
      operating losses
                    
                    $
                    30,450
                    
                    
                    $
                    4,400Less:  valuation
      allowance
                    
                    
                    (30,450
                    )
                    
                    
                    (4,400
                    )Net
      deferred tax asset
                    
                    $
                    –
                    
                    
                    $
                    –





The
change in the valuation allowance for the years ended February 28, 2009 and
February 29, 2008 was $26,050 and $4,400, respectively.







-13-








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 to change 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, 2009. 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, 2009.


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.






-14-




PART
III





Item 10. Directors, Executive Officers and Corporate
Governance.





Our sole
executive officer and director and her age as of February 28, 2009, is as
follows:




NAME
                  AGE
                  POSITIONRhonda
      Heskett
                  36
                  President,
      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 8 years where she oversaw 14 employees. Ms. Heskett also has trained
hunting dogs for the past 5 years and has been active in the National Shoot to
Retrieve Association (“NSTRA”) for the past 2 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 two
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, 2009 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, 2009, in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):






-15-





SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
                          Year
                          
                          Salary
                            ($)
                          
                          
                          Bonus
                            ($)
                          
                          
                          Stock
      Awards
                            ($)
                          
                          
                          Option
      Awards
                            ($)
                          
                          
                          Non-Equity
      Incentive Plan Compensation ($)
                          
                          
                          Non-Qualified
      Deferred Compensation Earnings
                            ($)
                          
                          
                          All
      Other Compensation
                            ($)
                          
                          
                          Totals
                            ($)Rhonda
      Heskett
                          2008
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -President,
      Chief
                          2009
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Executive
      Officer and Director




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, 2009.





Aggregated Option Exercises
and Fiscal Year-End Option Value Table





There
were no stock options exercised during the fiscal year ended February 28, 2009,
by the executive officer named in the Summary Compensation Table.





Long-Term Incentive Plan
(“LTIP”) Awards Table





There
were no awards made to a named executive officer in the last completed fiscal
year under any LTIP.





Compensation of
Directors





Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. 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,
2009, and by the officers and directors, individually and as a
group.  Except as otherwise indicated, all shares are owned
directly.





Title
      of Class
                Name
      and Address
                  of
      Beneficial Owner
                Amount
      and Nature
                  of
      Beneficial Owner
                Percent
                  of
      Class (1)Common
      Stock
                Rhonda
      Heskett
                20,000,000
                82.60%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 28,
2009.









-16-







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, 2009 and
February 29, 2008 were approximately $24,000 and $14,000,
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, 2009 and
February 29, 2008.




Tax Fees:
There were no fees for tax services for the years ended February 28, 2009 and
February 29, 2008.




All Other
Fees: There were no fees billed for professional services other than those
described above were for the years ended February 28, 2009 and February 29,
2008.




Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
 
 -approved
by our audit committee; or
 
 -entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
 
 We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors.
 
 The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does  not have  records
of  what 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.




14.1
              Code
      of Ethics31.1
              Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
      Financial Officer32.1
              Section
      1350 Certification of Chief Executive Officer and Chief Financial
      Officer

















-17-





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 GAME BIRDS, INC.




By:
            /s/Rhonda
      HeskettRhonda
      HeskettPresident,
      Chief Executive Officer,
              Chief
      Financial Officer,
              Principal
      Accounting Officer
              and
      Chairman of the Board of Directors
              
              June
      9, 2009