****


****


**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington, D.C. 20549**


_______________________________





**FORM 10 - QSB**


_______________________________




**QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF**


**THE SECURITIES EXCHANGE ACT OF 1934.**





**For the quarterly period ended August 31, 2004.**





**000-26673**


*(Commission File Number)*





**GLOBAL GOLF HOLDINGS, INC.**


*(Exact name of registrant as specified in its charter)*





**Delaware**
98-0207081*(State or other jurisdiction of incorporation)*
*(IRS Employer Identification Number)*





**7640 Barrymore Drive**


**Delta, British Columbia, V4C 4G5**


**Canada**


*(Address of principal executive offices including zip code)*





**(760) 230-2300**


( *Registrants telephone number, including area code)*




*(Former Name or Former Address, if Changed Since Last Report)*





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 _____





Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).


Yes ____ No X





As of August 31, 2004, the Registrant had 29,131,248 shares outstanding of its $.001 par value common stock.







****Table of Contents****




Part I.FINANCIAL INFORMATION:Item 1. Financial Statements:Consolidated Balance Sheets
F-1Consolidated Statements of Operations (Unaudited)
F-2Consolidated Statements of Stockholder' Equity
F-2Consolidated Statements of Comprehensive Income
F-2Consolidated Statements of Cash Flows (Unaudited)
F-3Notes to Consolidated Financial Statements
F-4 - F-5Item 2. Management's Discussion and Analysis and Plan of Operation
1Item 3. Controls and Procedures
2Part II. OTHER INFORMATION:Item 1. Legal Proceedings
3Item 2. Changes in Securities
3Item 3. Defaults Upon Senior Securities
3Item 4. Submission of Matters to a Vote of Security Holders
3Item 5. Other Information
3Item 6. Exhibits and Reports on Form 8-K
3SIGNATURES

4









**ITEM 1. FINANCIAL STATEMENTS**


**GLOBAL GOLF HOLDINGS, INC.**


****CONSOLIDATED BALANCE SHEET****


August 31, 2004


|ASSETS                                               |  |   |           
|---------------------------------------------------- |  | - | ----------
|Current Assets                                       |  |   |           
|Cash                                                 |  | $ | 1,008     
|Equipment, net                                       |  |   | 81,576    
|Product License, net                                 |  |   | 104,052   
|Options to Purchase Exclusive License                |  |   | 243,254   
|                                                     |  | $ | 429,890   
|LIABILITIES AND STOCKHOLDERS' EQUITY                 |  |   |           
|Current Liabilities                                  |  |   |           
|Accounts payable                                     |  | $ | 76,187    
|Due to stockholders for shares cancelled             |  |   | 35,876    
|Demand loan payable                                  |  |   | 22,942    
|Total current liabilities                            |  |   | 135,005   
|Stockholders' Equity                                 |  |   |           
|Common stock, $0.0001 par value, 30 million shares   |  |   |           
|authorized, 29,131,248 shares issued and outstanding |  |   | 2,181     
|Preferred stock, $0.0001 par value, 5 million shares |  |   |           
|authorized, no shares issued or outstanding          |  |   |           
|Additional paid-in capital                           |  |   | 4,165,683 
|Accumulated deficit                                  |  |   | (4,046,371
|Accumulated other comprehensive income               |  |   | 173,392   
|Total stockholders' equity                           |  |   | 294,885   
|                                                     |  | $ | 429,890   



F-1   **GLOBAL GOLF HOLDINGS, INC.**


****CONSOLIDATED STATEMENTS OF OPERATIONS****


For the Three Months Ended August 31, 2004 and 2003


For the Three Months Ended August 31, 2004

For the Three Months Ended August 31, 2003Equipment rent revenue

$
4,936

$
4,810Operating expenses


70,844


69,947Loss from operations


(65,908
)

(65,137
)Other income (expense)Interest expense


(588
)

(12,768
)Net loss

$
(66,496
)
$
(77,905
)Net loss per common share (basic and fully diluted)

$
(0.00
)
$
(0.01
)Weighted average number of common shares outstanding


28,009,509


8,759,275





**GLOBAL GOLF HOLDINGS, INC.**


**CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY**


For the Three Months Ended August 31, 2004


Common Stock

Preferred Stock

Additional Paid-in
Capital





Accumulated Other Comprehensive IncomeAccumliated
DeficateBalance, May 31, 2004


26,981,248

$
2,018




$
-

$
4,122,846




$
(3,979,875
)
$
162,331

$
307,320Common stock issued for services


2,150,000


163








42,837Net loss




















(66,496
)




(66,496
)Translation adjustment























11,061


11,061Balance, August 31, 2004


29,131,248

$
2,181




$
-

$
4,165,683




$
(4,046,371
)
$
173,392

$
294,885


****


**GLOBAL GOLF HOLDINGS, INC.**


****CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)****


For the Three Months Ended August 31, 2004 and 2003


For the Three Months Ended August 31, 2004

For the Three Months Ended August 31, 2003Net loss

$
(66,496
)
$
(77,905
)Other comprehensive income (loss)Foreign currency translation adjustment


11,061


(3,608
)Comprehensive income (loss)

$
(55,435
)
$
(81,513
)


F-2


**GLOBAL GOLF HOLDINGS, INC.**


****CONSOLIDATED STATEMENTS OF CASH FLOWS****


For the Three Months Ended August 31, 2004 and 2003


2004

2003Cash Flows From Operating ActivitiesNet loss

$
(66,496
)
$
(77,905
)Adjustment to reconcile net loss to net cash provided by(used in) operating activitiesDepreciation


224


230Amortization


10,209


1,648Issuance of common stock for services


43,000


98,426Changes in operating assets and liabilitiesAccounts receivable


1,795


1,707Accounts payable


6,697


(393
)Net cash provided by (used in) operating activities


(4,571
)

23,713Cash Flows From Investing ActivitiesPurchase of equipment





(23,012
)Acquisition of license





(49,419
)Net cash used in investing activities


-


(72,431
)Cash Flows from Financing ActivitiesProceeds from issuance of stock





50,000Proceeds from demand loans


6,233


6,064Payments on amounts due to stockholders





(6,000
)Net cash provided by financing activities


6,233


50,064Foreign exchange effect on cash


(888
)

(1,809
)Net change in cash


774


(463
)Cash at the beginning of the period


234


951Cash at the end of the period

$
1,008

$
488Cash paid for interest

$
-

$
-Cash paid for income taxes

$
-

$
- ****


F-3


****NOTES TO FINANCIAL STATEMENTS****


**Note 1. Summary of Significant Accounting Policies**





**Business Operations**





Global Golf Holdings, Inc. (the "Company"), a Delaware corporation, currently operates in a single business segment specializing in the marketing, rental, and distribution of golf merchandise. See the discussion in Note 2 and Note 3 for a pending transaction that will affect the future operations of the Company.





**Consolidation**





The accompanying consolidated financial statements include the accounts of Global Golf Holdings, Inc. and its wholly-owned subsidiary, Golflogix. All intercompany accounts and transactions have been eliminated.





**Interim Period Financial Statements**





The interim period financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period financial statements should be read together with the audited financial statements and accompanying notes included in the Company's audited financial statements for the years ended May 31, 2004 and 2003. In the opinion of the Company, the unaudited financial statements contained herein contain all adjustments necessary to present a fair statement of the results of the interim periods presented.





**Intangibles**





Intangible assets consist of options to purchase the exclusive license rights to market and distribute the "xCaddie Handheld GPS System" throughout various defined geographic locations. This asset has an indefinite useful life and is tested annually for impairment. As the option rights to various geographic areas are surrendered, a proportionate share of the option is considered impaired. As the option rights are exercised, the cost of the license plus a proportionate share of the capitalized option cost is capitalized to the product license and amortized over the term of the purchased product license agreement.




**Foreign Currency Translation**





The Company translates foreign assets and liabilities of its Canadian subsidiary at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Gains or losses from these translations, if significant, are reported as a separate component of other comprehensive income, until all or a part of the investment in the subsidiary is sold or liquidated. Translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations.





**Revenue Recognition**





Equipment Revenue from equipment rent al s  is reported as income on the straight-line basis over the noncancelable lease term as it becomes receivable according to the provisions of the lease.





**Comprehensive** **Income and** **Loss**





The Company has adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." Other comprehensive gain and loss, which currently includes only foreign currency translation adjustments, is shown as a component of stockholders' equity.





**Earnings Per Share**





Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding in the period. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares. Stock options and common stock issuable upon conversion of the Company's preferred stock were not included in the computation of diluted earnings per share for all periods presented because they were anti-dilutive.





F-4




**Stock-Based Compensation**





The Company has a stock-based equity incentive plan, which is described more fully in the audited financial statements for May 31, 2004. The Company accounts for the plan under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost is reflected in the net loss, since no options were granted under the plan. To the extent options are granted and those options have an exercise price equal to or greater than the market value of the underlying common stock on the date of grant, no stock-based employee compensation cost will be recorded. Compensation cost for stock options granted to non-employees is measured using the Black-Scholes valuation model at the date of grant multiplied by the number of options granted.





Since the Company has not issued stock options to employees, there is no effect on net loss or earnings per share had the Company applied the fair value recognition provisions of Statement Financial Accounting Standard No. 123 "Accounting for Stock-Based Compensation," to stock-based employee compensation.




**Note 2. Going Concern**





The Company has incurred significant losses from operations in each of the last two years and the interim period to date and has an accumulated deficit of $4,046,371 at August 31, 2004. The Company's ability to continue as a going concern is in substantial doubt and is dependent upon the Company's obtaining additional financing and/or achieving a sustainable profitable level of operations. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Management of the Company has undertaken steps as part of a plan with the goal of sustaining Company operations for the next twelve months and beyond. These steps include: (a) reconsidering the Company's golf segment; (b) attempting to raise additional capital and/or other forms of financing; (c) controlling overhead and expenses; and (d) considering other business alternatives. There can be no assurance that any of these efforts will be successful.





**Note 3. Subsequent Event**





On October 13, 2004, the Company announced it had entered into a Definitive Acquisition Agreement ("the Agreement") to acquire the assets of Low Carb Centre, Inc., Low Carb Centre Bakery, Inc., and McNabb and Associates, Inc. (collectively "Low Carb Centre"). The acquisition is pending. Upon closing of the acquisition, under the terms of the Agreement, the Company would acquire all of the assets of Low Carb Centre in exchange for 14,743,199 shares of the Company's common stock. In addition, the Company would assume up to $425,000 of convertible promissory notes issued by Low Carb Centre.





If this transaction proceeds as planned, management expects to divest the existing golf segment and change the name of the Company to reflect the Company's new direction. As of August 31, 2004, the Company does not consider its golf segment to have been discontinued nor does it consider the carrying value of the related intangible assets to have been impaired. On divestiture of the golf segment under the circumstances described, the carrying value of the intangible assets of $347,306, as of August 31, 2004, may be determined to be impaired in consideration of any future net value that could be realized on existing equipment leases and/or from the sale of the product license or the options to purchase exclusive licenses to a third party.


F-5


****ITEM 2**. MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION**





*This discussion and analysis should be read in conjunction with the accompanying Consolidated Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. Our estimates were based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments, are outlined below inCritical Accounting Policies, and have not changed significantly.*





*In addition, certain statements made in this report may constitute forward-looking statements. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Specifically, 1) our ability to obtain necessary regulatory approvals for our products; and 2) our ability to increase revenues and operating income, is dependent upon our ability to develop and sell our products, general economic conditions, and other factors. You can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continues" or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.*





**OVERVIEW**





The Company was incorporated on December 18, 1997, pursuant to the laws of the State of Delaware under the name of Autoeye Inc. On February 25, 2000, as part of an acquisition of The Forest Industry Online Inc., we changed our name to forestindustry.com, Inc. Prior to this acquisition, our Company was inactive. On October 25, 2002, we entered into a share exchange agreement with GolfLogix, Inc., a British Columbia, Canada corporation (GolfLogix Canada) that was incorporated in February 2000, as West Coast Electric Vehicle Distributors, Inc. Under the terms of the Share Exchange Agreement, we acquired all of the outstanding shares of GolfLogix Canada in exchange for 2,500,000 shares of our common stock. As a result, GolfLogix Canada was a wholly owned subsidiary of our Company.





Prior to the acquisition of Golflogix Canada, our business activities included designing web sites and operating and maintaining a computer internet web site for companies associated with the forest and wood product industries. However, subsequent to the acquisition of this business we failed to generate profitability and incurred negative cash flows from operations. GolfLogix Canada, a distributor of golfing merchandise and has entered into an agreement to purchase an exclusive licensing right to market and distribute the GolfLogix System in Canada.





After our acquisition of GolfLogix Canada, on November 30, 2002, we entered into a stock purchase agreement with Cherry Point Consulting, resulting in a divestiture of the assets of Forest Industry Online. Under the agreement, Cherry Point Consulting purchased shares of Forest Industry Online and assumed all of the related assets and liabilities of the same. In December 2002, we changed our name to Global Golf Holdings, Inc.





On June 27, 2003, the Company paid $50,000 to execute an exclusive licensing agreement for the distribution of the GolfLogix System for Western Canada.





On April 15, 2004, the Company filed a Form 8-K announcing that due to lack of success in executing the Companys business plan and considerable underfunding of the same, that the Board of Directors had determined that it was no longer viable to continue operations under the current business plan. In accord with the foregoing, the Company announced the retention of BCGU. BCGU was retained in order to assist the Company in winding down the failed operations of the Company and to assist in identifying and developing a new strategic operational focus for the Company. BCGU, to date, has helped the Company reduce its debt and the number of outstanding liabilities. BCGU was able to secure debt assignment agreements and debt settlement agreements from several of the largest Company creditors, including the settlement of $193,158.00 in debt in consideration for the issuance of 5,000,000 restricted shares.





On October 13, 2004, the Company announced that it had entered into an Acquisition Agreement to acquire the assets of Low Carb Centre, Inc., Low Carb Centre Bakery, Inc. and McNabb and Associates, Inc. as described below. Should the asset proposed asset acquisition of Low Carb Centre close, the Company believes it will divest itself of its existing golf course handheld GPS business in order to focus on the new direction of the Company.





Operating Expenses . Operating expenses arose primarily from professional and consulting fees, a majority of which was incurred as a result of the retention of BCGU. We incurred professional fees relating to costs associated with our being a reporting company under the Securities Exchange Act of 1934, as amended, as well as costs associated with the acquisition of GolfLogix Canada and subsequent sale of Forest Industry Online and other minimal interest expenses on outstanding debt. As a result, we incurred a net loss of $1,578,390 during the twelve month period ended May 31, 2004 (approximately $0.12 per share).





Plan of Operation .  On October 13, the Company announced that it had entered into a Acquisition Agreement (the Acquisition Agreement) with Low Carb Centre, Inc. (LCC), Low Carb Centre Bakery, Inc., (LCB) and McNabb and Associates, Inc., (MNA) all British Columbia corporations (collectively hereinafter as Low Carb Centre). Under the terms of the Acquisition Agreement the Company purchased substantially all of the assets constituting the Low Carb business operations (the Assets). Additionally, the Company agreed to assume up to $425,000 dollars of Convertible Promissory Notes (Notes) issued by Low Carb during the third quarter of fiscal year 2004 (the Note Assumption). The Actual dollar amount of the Notes may be significantly less than USD $425,000.





Low Carb is engaged in the sales and distribution of low carbohydrate foods and products, as well as other health oriented products and related services. Sales are primarily generated from the Low Carb website, and four retail stores (including three corporate stores and one franchise store) located throughout Canada. LCB is a Bakery engaged in the business of producing food products for the LCC retail market. MNA is in the business of managing and supervising the daily operation of LCC and LBC. Upon closing of the Acquisition, the LCC business shall constitute the business of the Company.





1


The Company has agreed to issue a total of 14,743,199 shares of the Companys common to LCC in order to close the Acquisition (the Issuance). The closing of this transaction is subject to the completion of certain closing conditions, including approval by the stockholders of the Company.





It is anticipated that the Companys name will be changed following the closing of this transactions to Vitasti, Inc., in order to more accurately reflect the new direction of the Company.





Plan Of Operation For The Next Twelve Months . The Company will continue its efforts to close the transaction with Low Carb Centre. However, as with any business venture of this nature, there can be no guarantee that the acquisition will close in accordance with the terms and conditions of the Agreement. The Company will use reasonable efforts to ensure that the Acquisition proceeds in accordance with the terms of the Agreement.





Should the Acquisition of Low Carb Centre not close, the Company will continue to pursue other business combinations. And in the event that no combination is made within the next twelve months, this issuer may be forced to affect some advances from its shareholders, for costs involved in maintenance of corporate franchise and filing reports as may be required. Should this become necessary, the maximum amount of such advances is estimated not to exceed $20,000.00. No agreement by the Principal shareholder to make such advances is in place, and no guarantee can presently be given that additional funds, if needed, will be available. It is by far more likely that advances will take the form of providing services on a deferred compensation basis. Should further auditing be required, such services by the Independent Auditor may not be the subject of deferred compensation. The expenses of independent Audit cannot be deferred or compensated in stock or notes, or otherwise than direct payment of invoices in cash.


This Company does not anticipate any contingency upon which it would voluntarily cease filing reports with the SEC, even though it may cease to be required to do so. It is in the compelling interest of this Registrant to report its affairs quarterly, annually and currently, as the case may be, generally to provide accessible public information to interested parties, and also specifically to maintain its qualification for the OTCBB.





Liquidity and Capital Resources . At August 31, 2004, we had $234.00 in cash and total current assets of $1,960.00. As of the date of this report, there can be no assurance that we will be able to raise capital from outside sources in sufficient amounts to fund our new business.





The failure to secure adequate outside funding would have an adverse affect on our plan of operation and results therefrom and a corresponding negative impact on shareholder liquidity.





Going Concern .





The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The history of losses and the inability for the Company to make a profit from selling a good or service has raised substantial doubt about our ability to continue as a going concern.





In spite of the fact that the current obligations of the Company are relatively minimal, given the cash position of the Company, we have very little cash to operate .





We intend to fund the Company and attempt to meet corporate obligations by selling common stock. However the Company's common stock is at a very low price and is not actively traded.





Item 6A. Quantitative and Qualitative Disclosures About Market Risk .





We face exposure to fluctuations in the price of our common stock due to the very limited cash resources we have. For example, the Company has very limited resources to pay legal and accounting professionals. If we are unable to pay a legal or accounting professional in order to perform various professional services for the company, it may be difficult, if not impossible, for the Company to maintain its reporting status under the Securities Exchange Act of 1934. If the Company felt that it was likely that it would not be able to maintain its reporting status, it would make a disclosure by filing a Form 8-K with the SEC. In any case, if the Company was not able to maintain its reporting status, it would become "delisted" and this would potentially cause an investor or an existing shareholder to lose all or part of his investment.





****ITEM 3**. CONTROLS AND PROCEDURES**





*Evaluation of Disclosure Controls and Procedures*





As of the end of the periods covered by this report, we have evaluated, under the supervision and with the participation of management, including our chief executive officer and the chief financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Security Exchange Act of 1934, Rules 13a - 15(e) and 15d - 15(e)). Based on this evaluation our management, including our chief executive officer and chief financial officer, have concluded that as of the date of the evaluation our disclosure controls and procedures were effective to ensure that all material information required to be filed in this report has been made known to them.





*Changes In Internal Controls Over Financial Reporting*





There have been no changes in internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


2


****PART II.****





****ITEM 1**. LEGAL PROCEEDINGS**





None.





****ITEM 2.** CHANGES IN SECURITIES**





None.





****ITEM 3**. DEFAULTS UPON SENIOR SECURITIES**





None.





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





None. However, subsequent to the date of this report, the Company filed a Form 14(c) (accession #0001300248-04-000059) with the Securities and Exchange Commission.


The Form 14(c) sets forth all matters submitted to a vote by the shareholders and that Form 14(c) is incorporated herein by this reference.





**ITEM 5. OTHER INFORMATION**





None.




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





(a) Exhibits.





EXHIBIT NUMBER
DESCRIPTION
LOCATION31.1
CEO Certification
Filed herewith31.2
CFO Certification
Filed herewith99.1
CEO and CFO Certification
Filed herewith





(b) Reports on Form 8-K .





1. On October 13, the Company filed a Form 8-K announcing that it had entered into an Acquisition Agreement with Low Carb Centre, Inc., Low Carb Bakery, Inc. and McNabb and Associates, Inc.


3


**Global Golf Holdings, Inc.**




****SIGNATURES********





Pursuant to the requirements 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.








/s/ Ford Sinclair


Date: October 20, 2004    By: Ford Sinclair


Its: *CEO and CFO*