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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB



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(Mark One)

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



For the Fiscal Year Ended March 31, 2004



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from  to



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FLAGSTICK VENTURES, INC.

(Exact name of Registrant as specified in its charter)



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|                                                              |  |                          |  |                        
|------------------------------------------------------------- |  | ------------------------ |  | -----------------------
|Delaware                                                      |  | 333-82580                |  | 59-3733133             
|(State or other Jurisdiction ofIncorporation or Organization) |  | (Commission File Number) |  | (IRS Employer I.D. No.)



2394 41stStreet S.W.

Naples, Florida 34116

(941) 352-7883

(Address, including zip code and telephone number of registrants executive offices)



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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 ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B 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 in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. ̈



Issuers revenues for most recent fiscal year: $47,015.



The aggregate market value of voting common equity held by non-affiliates of the Registrant was $3,180,162 as of June 15, 2004 based upon the closing price of the
Registrants common stock reported for June 14, 2004. The number of shares of common stock of the Registrant outstanding as of June 14, 2004 was 22,721,145.



EXCEPT WHERE AND AS OTHERWISE STATED TO THE CONTRARY IN THIS ANNUAL REPORT, ALL SHARE AND PRICES PER SHARE HAVE BEEN ADJUSTED TO GIVE
RETROACTIVE EFFECT TO THE CHANGE IN THE PRICE PER SHARE OF THE COMMON STOCK RESULTING FROM THE FIVE-FOR-ONE FORWARD SPLIT OF THE COMMON STOCK THAT TOOK EFFECT ON JUNE 01, 2004.



Transitional Small Business Disclosure Format (Check one):    Yes ̈No  x



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FLAGSTICK VENTURES, INC.



FORM 10-KSB



TABLE OF C
ONTENTS



|         |  |          |  |                                                                                                |  |     
|-------- |  | -------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|         |  |          |  |                                                                                                |  | Page
|PART I   |  |          |  | 1                                                                                             
|         |  |          | 
|         |  | Item 1.  |  | Description of Business                                                                        |  | 1   
|         |  | Item 2.  |  | Description of Property                                                                        |  | 7   
|         |  | Item 3.  |  | Legal Proceedings                                                                              |  | 7   
|         |  | Item 4.  |  | Submissions of Matters to a Vote of Security Holders                                           |  | 7   
|         |  |         
|PART II  |  |          |  | 8                                                                                             
|         |  |          | 
|         |  | Item 5.  |  | Market for Registrants Common Equity and Related Stockholder Matters                          |  | 8   
|         |  | Item 6.  |  | Managements Discussion and Analysis Of Financial Condition and Results of Operations          |  | 9   
|         |  | Item 7.  |  | Financial Statements                                                                           |  | 12  
|         |  | Item 8.  |  | Changes In and Disagreements With Accountants on Accounting and Financial Disclosures          |  | 12  
|         |  | Item 8a. |  | Controls and Procedures                                                                        |  | 13  
|         |  |         
|PART III |  |          |  | 14                                                                                            
|         |  |          | 
|         |  | Item 9.  |  | Directors and Executive Officers of the Registrant                                             |  | 14  
|         |  | Item 10. |  | Executive Compensation                                                                         |  | 15  
|         |  | Item 11. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 16  
|         |  | Item 12. |  | Certain Relationships and Related Transactions                                                 |  | 17  
|         |  | Item 13. |  | Exhibits and Reports on Form 8-K                                                               |  | 17  
|         |  | Item 14. |  | Principal Accountant Fees and Services                                                         |  | 18  



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Forward Looking Statements



We have made forward-looking statements, within the meaning of Section 21E of the Securities and Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended, in this Annual Report on Form 10-KSB, including the sections entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and
Business that are based on our managements beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of
operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are
not historical facts and can be identified by the use of forward-looking terminology such as the words believe, expect, anticipate, intend, plan, estimate or similar
expressions.



Forward-looking statements involve risks,
uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. You should understand that many important factors, in addition to those discussed elsewhere in this Annual Report on Form
10-KSB, could cause our results to differ materially from those expressed in the forward-looking statements. These factors include, without limitation, the rapidly changing industry and regulatory environment, our limited operating history, our
ability to implement our growth strategy, our ability to integrate acquired companies and their assets and personnel into our business, our fixed obligations, our dependence on new capital to fund our growth strategy, our ability to attract and
retain quality personnel, our competitive environment, economic and other conditions in markets in which we operate, increases in maintenance costs and insurance premiums and cyclical and seasonal fluctuations in our operating results. The Company
undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.



For further information about these and other risks, uncertainties and factors, please review the disclosure included in this report under the caption

Risk Factors.



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PART I



ITEM 1. DESCRIPTION OF BUSINESS



Overview



Flagstick Ventures, Inc. is a Delaware corporation
organized for the purpose of acquiring the wholesale golf equipment and accessories business previously conducted by our president, Jeff Arthur Jones, as a sole proprietorship. We acquired the business from Mr. Jones, through our wholly-owned
subsidiary, A & Z Golf Corp., on June 5, 2001. Through A & Z Golf Corp., we continue to wholesale golf equipment and accessories to retailers.



Our Products and Services



We currently offer an extensive line of products on a wholesale basis to a retailer. Our intent is to attempt to increase the number of wholesale
customers supplied with golf equipment and accessories. We offer a majority of the well-known brands in the golf industry such as Cobra, Yonex, Tommy Armour, Nike, Ping, Spalding and Titleist. We also offer shoes, accessories, and a variety of other
products. We obtain most of our products from manufacturers and an extensive network of suppliers, which offers us favorable selection, pricing, quality and quantity terms. We distribute only name brand merchandise, which we believe is a key to
maintaining strong relationships with customers. We currently derive 100% of our revenue from the wholesale of golf equipment, merchandise, apparel and accessories. We purchase product on receipt of orders from our client. We ship the ordered
product immediately upon purchase. We do not maintain any inventory.



We purchase our products from a network of approximately 20 suppliers and sources. Our suppliers include Classic Golf Center, Dan McMillen, Naples Golf, The Broken Niblick Inc., Advanced Golf Repairs and Rob Harpster Golf Shop. We depend on
the ability of our suppliers to provide us with popular, high demand golf equipment, apparel and related merchandise at competitive prices and in sufficient quantities. Many of our smaller suppliers have limited resources, production capacities and
operating histories. We have no long term contracts with any of our suppliers. The continued supply of product is dependent upon the relationship that Jeff Jones maintains with our current suppliers and sources. Our business could be harmed if our
ability to procure products becomes limited.



We are unable to
purchase product directly from many golf equipment manufacturers. Therefore, we are dependent upon our suppliers and sources to provide needed equipment.



Sales & Marketing



We currently spend nothing on sales, marketing or promotion. To date we have not taken any efforts to expand our business. Our sales and marketing efforts
rely completely on the activities of and relationships established by Mr. Jeff Jones.



During the next twelve months, we will rely exclusively upon Mr. Jones to maintain sales activity with our sole client. During this period, Mr. Jones will personally attempt to develop new customers and suppliers with
existing contacts using mail correspondence, telephone and individual meetings. Mr. Jones is relied upon to provide all sales support. As new products become available from new or existing suppliers, Mr. Jones is solely responsible for making
product offerings available to our client and potential new clients. It is possible that Mr. Jones will be unsuccessful in developing a new customer and supplier base. If so, our sales will continue to be dependent on the sales growth of our
existing customer over which we have no control.



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Customer Service



Customer service and satisfaction are important facets to our success and business strategy. Since 100% of our business is derived from a single repeat
customer, we believe that it is important for us to focus on customer service. We believe that high levels of customer service and support are critical to retain and expand our customer base. We monitor orders from the time they are placed through
delivery by providing numerous points of electronic, telephone and personal communication to customers. We confirm all orders and shipments by e-mail.



Our Customers



Our current customer base is a single account that contributes 100 percent of our revenue. The loss of this account would materially and adversely affect
our ability to continue our operations. We have no long-term contracts or arrangements with any of our customers that guarantee the sales of merchandise for any period.



Our Competitive Business Conditions



We are subject to extensive competition from numerous competitors. Many of our competitors have substantially greater financial, distribution and
marketing resources. In addition, many of our competitors may be able to secure products from manufacturers and distributors on more favorable terms, fulfill customer orders more efficiently and adopt more aggressive pricing or inventory
availability. We believe that our ability to compete depends upon many factors, including:



| |  | the success of sales and marketing efforts;
| | - | -------------------------------------------



| |  | the performance and reliability of our services;
| | - | ------------------------------------------------



| |  | the price of our products; and
| | - | ------------------------------



| |  | the effectiveness of our customer service and support efforts.
| | - | --------------------------------------------------------------



Our main competitors for the wholesale of golf equipment, apparel and related merchandise are manufacturers representatives, distributors, and other
wholesalers and websites maintained by online wholesalers of golf products.



We want to offer a competitive source of golf apparel and merchandise. There can be no assurance that we will be able to obtain the quantity, selection or brand quality of items that we believe is necessary. We have
no long-term contracts or arrangements with our suppliers that guarantee the availability of merchandise or the continuation of particular pricing practices. Our arrangements with our suppliers typically do not restrict the suppliers from selling
products to other buyers. There can be no assurance that our current suppliers will continue to sell products to us on current terms or that we will be able to establish new or otherwise extend current supply relationships to ensure acquisitions of
product in a timely and efficient manner and on acceptable commercial terms. Our ability to obtain favorable terms from reputable suppliers, obtain high quality merchandise from those suppliers and the ability of the suppliers to produce, stock and
deliver high quality products to our customers is critical to our success. If we are unable to satisfy any of these elements or we are unable to develop and maintain relationships with suppliers that would allow us to obtain a sufficient variety and
quantity of quality merchandise on acceptable commercial terms, our business, operating results and financial condition would be materially and adversely affected.



Employees



We currently have no employees. A & Z Golf Corp., our wholly owned subsidiary, has one employee, Mr. Jeff Jones. Mr. Jones, our sole officer and
director, currently manages us and our subsidiary. We look to Mr. Jones for his entrepreneurial skills and talents. We plan to use consultants, attorneys and accountants as necessary and do not plan to engage any full-time employees in the near
future. We may hire marketing employees based on the projected size of the market and the compensation necessary to retain qualified sales employees. A portion of any employee compensation likely would include the right to acquire stock in our
company, which would dilute the ownership interest of holders of existing shares of our common stock.



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RISK FACTORS



Risks Specific to Our Company



We have limited operating funds, and our ability to continue as a
going concern is dependent upon our ability to obtain additional capital to operate the business.



We have experienced net losses since April 4, 2001 (date of inception), which losses have caused an accumulated deficit of $211,915 as of March 31, 2004. In addition, we have consumed cash in operating activities of
approximately $26,200 and $93,700 for the years ended March 31, 2004 and 2003, respectively. We will require additional funds to sustain and expand our current business, and to begin to implement our business plan. Our lack of sufficient financing
to implement our business plan, and our expectation to continue operating losses for the foreseeable future raises substantial doubt about our ability to continue as a going concern. Our independent certified public accountants will issue its
report, which will include an explanatory paragraph for going concern uncertainty on our financial statements as of March 31, 2004. Our ability to continue as a going concern is heavily dependent upon our ability to obtain additional capital to
sustain operations. Currently, we have no commitments to obtain additional capital, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.



Since we are in the early stage of development and have a limited operating history, it
may be difficult for you to assess our business and future prospects.



We were incorporated on April 4, 2001. Since then, we have limited our activities to organizational and marketing strategy. Because of this limited operating history, our prospects are difficult to predict and must be
considered in light of the risks, expenses and problems frequently encountered by companies that are in the early stages of development and that operate in new and rapidly changing markets which are discussed in greater detail in this section.



We will need additional capital, the availability of which is uncertain, to
fund our business and complete the implementation of our business plan.



We will require additional financing in order to carry out our business plan. Such financing may take the form of the issuance of common or preferred stock or debt securities, or may involve bank financing. There can
be no assurance that we will obtain such additional capital on a timely basis, on favorable terms, or at all. If we are unable to generate the required amount of additional capital, our ability to meet our financial obligations and to implement our
business plan may be adversely affected.



Our current management does not
have experience in managing a public company; this may negatively impact our business operations.



Mr. Jeff Jones is serving as our sole officer and director. Mr. Jones has not had any previous experience managing a public company or a large operating
company. There can be no assurance that we will be able to effectively manage the expansion of our operations, that our systems, procedures, or controls will be adequate to support our operations or that our management team will be able to achieve
the rapid execution necessary to fully exploit the market opportunity. Any inability to operate our business, manage our growth, comply with the regulatory requirements of a company subject to regulation by governmental agencies such as the
Securities & Exchange Commission could reduce the efficiency of our business operations, thereby causing our operating expenses to increase and our operating margins to decrease.



Our management may be unable to effectively integrate our acquisitions and to manage our growth and we may be unable to fully realize any
anticipated benefits of these acquisitions.



Our future
results will depend in part on our success in implementing our growth and acquisition strategy. Our ability to implement this strategy will be dependent on our ability to identify, consummate and



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successfully assimilate acquisitions on economically favorable terms. In addition, acquisitions involve a number of
special risks that could adversely effect our operating results, including the diversion of managements attention, failure to retain key acquired personnel, risks associated with unanticipated events or liabilities, legal, accounting and other
expenses associated with acquisitions, some or all of which could increase our operating costs, reduce our revenues and cause a material adverse effect on our business, financial condition and results of operations. We have no preliminary agreements
or understandings to acquire or be acquired by a company as of the date of this prospectus.



Our future performance is dependent on our ability to retain our president, Mr. Jones, as the loss of his services would adversely affect our ability to operate successfully.



Mr. Jones is serving as our sole officer and director. We will be heavily
dependent upon Mr. Jones entrepreneurial skills and experience to implement our business plan. This dependence is particularly important in our business, because personal relationships are a critical element of obtaining and maintaining
favorable business relationships. Moreover, we do not have an employment agreement with Mr. Jones. Our subsidiary, A & Z Golf Corp. has an unwritten understanding with Mr. Jones regarding his employment that may be terminated by Mr. Jones upon
thirty days written notice. As a result, there is no assurance that he will continue to manage our affairs in the future. Nor have we obtained a key man life insurance policy on Mr. Jones. It is possible that both our subsidiary and we could lose
the services of Mr. Jones, or Mr. Jones may decide to join a competitor or otherwise compete directly or indirectly with us. This would have a significant adverse effect on our business and could cause the price of our stock to significantly decline
as Mr. Jones services would be difficult to replace.



Loss of our key
customer would have a detrimental affect on our ability to operate our business because that customer represents 100% of our current revenues.



Our primary customer, LiquidGolf Corporation, a golf retailer, currently represents 100 percent of our revenues. The loss of LiquidGolf as a customer
would strongly hinder and adversely affect our ability to continue our operations. We have no long-term contracts or arrangements with this customer that guarantee the sales of merchandise for any period.



We may not be able to compete successfully against current and future competitors.



We face substantial competition in our market. We cannot
assure you that we will be able to compete successfully or that competitive pressures will not damage our business. Our competitors include:



| |  | manufacturers representatives, distributors, and other wholesalers; and
| | - | -----------------------------------------------------------------------



| |  | websites maintained by online wholesalers of golf products.
| | - | -----------------------------------------------------------



Most of our competitors are larger than we are and may have substantially greater resources. Moreover, many of our competitors may be able to obtain
products on more favorable terms, operate more efficiently and adopt more aggressive pricing or inventory availability policies than we can. Moreover, some online competitors may be able to use the Internet as a marketing medium to reach significant
numbers of potential customers more effectively than we can.



Failure of our
third party vendors to timely provide us with products would negatively impact our customer satisfaction and retention.



We depend on the ability of third-party vendors to provide us with popular, high demand golf equipment, apparel and related merchandise at competitive
prices and in sufficient quantities. Many of our smaller suppliers have limited resources, production capacities and operating histories. If a current vendor failed to continue its operations, we would experience temporary interruption of supply
that could result in loss of sales and negatively impact our customer satisfaction and retention. Moreover, certain other vendors have specific volume and distribution requirements that we may fail to meet and/or may not be able to continue to meet
due to our size and sales volume levels.



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Since we have no supply agreements with manufactures and/or large distributors of golf equipment we may have
difficulty obtaining merchandise when needed which would adversely affect our customer satisfaction.



We desire to offer a competitive source of golf apparel and merchandise. There can be no assurance that we will be able to obtain the quantity, selection
or brand quality of items that we believe is necessary. We have no long-term contracts or arrangements with any of our suppliers that guarantee the availability of merchandise or the continuation of particular pricing practices. Our arrangements
with our suppliers typically do not restrict such suppliers from selling products to other buyers. There can be no assurance that our current suppliers will continue to sell products to us on current terms or that we will be able to establish new or
otherwise extend current supply relationships to ensure acquisitions of product in a timely and efficient manner and on acceptable commercial terms. Our ability to obtain favorable terms from reputable suppliers, obtain high quality merchandise from
those suppliers and the ability of the suppliers to produce, stock and deliver high quality products to our customers is critical to our success. If we are unable to satisfy any of these elements or we are unable to develop and maintain
relationships with suppliers that would allow us to obtain a sufficient variety and quantity of quality merchandise on acceptable commercial terms, our business would suffer causing our operating results and financial condition to be negatively
impacted.



If we are unable to support or sustain any increase in the volume
of our sales, we will be unable to expand our business operations.



A key element of our strategy is to generate high volume wholesale sales. We will therefore need to hire employees. We intend to upgrade our existing order processing and purchasing systems. Failure to implement these systems effectively or
within a reasonable period of time would cause decreased levels of customer service and satisfaction.



Our CEO and president does not devote his full time to the management of our business operations.



Mr. Jeff A. Jones, our CEO and President, is engaged in other activities and devotes only a limited amount of his time (approximately 50%) to our
business. If our operations were to expand, a need for full time management may arise. Should Mr. Jones be unwilling to dedicate more of his time to our business or fail to hire additional personnel, should the need arise, our business and results
of operations would suffer a material adverse effect.



As we have incurred
losses since inception, we are not now, nor will we be in the foreseeable future, in a position to pay dividends on our issued and outstanding stock.



We have never declared or paid cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. We currently
intend to retain all available funds and any future earnings for use in the operation and expansion of our business.



Risks Specific to Our Industry



Seasonal fluctuations in demand for golf equipment and accessories may have an adverse impact on our operating results.



Seasonal fluctuation in the sale of golf-related products could cause
significant fluctuations in our quarterly results. We have experienced, and we expect to continue to experience, seasonal fluctuations in our revenues. These seasonal patterns generally cause fluctuations in our quarterly reports. In particular, we
expect that the fourth calendar-quarter will account for a significant percentage of our total annual sales. Consequently, in anticipation of such increased sales activity, we may find it necessary to hire several temporary employees to support our
current operations. If, however, our revenues do not meet seasonal expectations during the fourth quarter of the calendar year, our annual operating results may not meet the expectations of securities analysts and investors which could have an
adverse impact on our stock price. In addition, it is possible that our seasonal sales patterns will become more pronounced, strain our permanent work force, adversely affect our distribution and shipment activity, and may cause a shortfall in
revenues as compared to expenses in a given period.



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Our success depends on the continued popularity of golf and the growth of the market for golf-related products.



We generate substantially all of our net revenues from
the sale of golf-related equipment and accessories. The demand for our golf products is directly related to the popularity of golf. The number of golf participants and the number of rounds of golf being played by these participants. If golf
participation decreases, sales of our products would be adversely affected. In addition, the popularity of golf organizations, such as the PGA, also affects the sales of our golf equipment and golf-related apparel. Any significant reduction in
television coverage of PGA or other golf tournaments, or any other significant decreases in either attendance at golf tournaments or viewership of golf tournaments, will reduce the visibility of our brand and could adversely affect our sales. We
cannot assure you that the overall dollar volume of the worldwide market for golf-related products will grow, or that it will not decline in the future.



A reduction in discretionary consumer spending could reduce sales of our products.



Our products are recreational in nature and, therefore, discretionary purchases for consumers. Consumers are generally more
willing to make discretionary purchases of golf products during favorable economic conditions. Discretionary spending is affected by many factors, including, among others, general business conditions, interest rates, the availability of consumer
credit, taxation, and consumer confidence in future economic conditions. Our customers purchases of discretionary items, including golf products, could decline during periods when disposable income is lower, or periods of actual or perceived
unfavorable economic conditions. Any significant decline in these general economic conditions or uncertainties regarding future economic prospects that adversely effect discretionary consumer spending could lead to reduced sales of our products. A
prolonged economic downturn could have a material adverse effect on our business, financial condition and results of operations.



Risks Related to Our Securities



Our stock is deemed penny stock which may reduce trading activity in the secondary markets.



The Securities and Exchange Commission has rules that regulate
broker-dealers practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted
on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require broker-dealers, prior to a transaction in penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each
penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to
the customer in writing before or with the customers confirmation. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for our common stock. As a result of the foregoing, investors
may find it difficult to sell their shares.



The sale of a substantial
amount of our restricted shares under rule 144 may adversely affect our ability to raise capital in the future through the sale of equity securities.



Of the shares of our common stock that are currently issued and outstanding, 10,000,500 shares will be restricted securities. All of these
shares are owned by our president, Jeff Jones. Mr. Jones is an affiliate of ours, as that term is defined in Rule 144 under the Securities Act. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as
promulgated under the Securities Act. All of the restricted securities are eligible for resale under Rule 144. In general, under Rule 144, subject to the satisfaction of certain other conditions, a person, who has beneficially owned
restricted shares of our common stock for at least one year is permitted to sell in a brokerage transaction, within any three-month period, a number of shares that



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does not exceed the greater of 1% of the total number of outstanding shares of the same class, or, if our common stock is
quoted on a stock exchange, the average weekly trading volume during the four calendar weeks preceding the sale, if greater. Rule 144 also permits a person who presently is not and who has not been an affiliate of ours for at least three months
immediately preceding the sale and who has beneficially owned the shares of common stock for at least two years to sell such shares without regard to any of the volume limitations described above. Specifically, subject to the satisfaction of the
other conditions of Rule 144, of the 10,000,500 shares owned by Mr. Jones, 500 shares became eligible for resale on April 4, 2002, and 10,000,000 shares became eligible for resale on June 5, 2002.



No prediction can be made as to the effect, if any, that sales of shares of
common stock or the availability of such shares for sale will have on the market prices of our common stock prevailing from time to time. The possibility that substantial amounts of our common stock may be sold under Rule 144 into the public market
may adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through the sale of equity securities.



We are, and will continue to be, controlled by our officer and director, which could result in us taking actions that other stockholders
do not approve.



Mr. Jones, our executive officer and
director beneficially owns approximately 44% of the voting power of our common stock. Mr. Jones is in a position to elect and remove directors and control the outcome of most matters submitted to a vote of the stockholders. Additionally, Mr. Jones
is able to significantly influence any proposed amendment to our Certificate of Incorporation, a merger proposal, a proposed sale of our assets or other major corporate transaction or a non-negotiated takeover attempt. This concentration of
ownership may discourage a potential acquirer from making an offer to buy us, which, in turn, could adversely affect the market price of our common stock. Following the completion of the offering, Mr. Jones will continue to own a majority of the
issued and outstanding shares. You should read Management, Principal Stockholders and Description of Capital Stock for more information on control of our business.



ITEM 2. DESCRIPTION OF PROPERTY



We currently do not own any facilities or equipment. We currently occupy space in the residence of our President, Jeff Jones at 211 5thStreet NW, Naples, Florida 34120 on a month-to-month basis, at a cost of $250 per month. We are currently provided with access to computer, telephone, fax, copy and other business services without
cost on equipment owned by Mr. Jones. Mr. Jones has agreed to continue providing us with our current business equipment access to which is included in our $250 monthly charge.



ITEM 3. LEGAL PROCEEDINGS



We are
not a party to any pending legal proceeding or litigation. In addition, none of our property is the subject of a pending legal proceeding. We are not aware of any legal proceedings against us or our property contemplated by any governmental
authority.



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



No matters were submitted to a vote of security holders during the fourth quarter of fiscal year 2004 through the solicitation of proxies or otherwise.



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PART II



ITEM 5. MARKET FOR REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS



Market Information



Our common stock
was traded on the OTC Bulletin Board from December 2003 to May 2004 under the symbol FLGV.OB. On June 1, 2004 our symbol changed to FLGS.OB. The following table presents the range of high and low quotations reported on the
OTC Bulletin Board during the past two quarters. The market quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions. Our common stock had a 5-for-1 forward stock
split on June 1, 2004. We have a total of 86 stockholders of record as of June 1, 2004.



|               |  |       |      |      |   |     
|-------------- |  | ----- | ---- | ---- | - | ----
|               |  | High1 |      | Low1
|Fiscal 2004    |  |       |      |      |   |     
|Third Quarter  |  | $     | 0.02 |      | $ | 0.02
|Fourth Quarter |  | $     | 0.08 |      | $ | 0.02

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|1 | Prices are adjusted to reflect forward stock splits
|- | ---------------------------------------------------



Dividends and Dividend Policy



We have never declared or paid cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable
future. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will pay dividends in the future. Our future dividend policy is within the
discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.



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ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion should be read in conjunction with our consolidated financial statements, including the related notes, appearing elsewhere in this Annual
Report. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those discussed in the forward-looking statements as a result of the various
factors set forth under Risk Factors and elsewhere in this annual report.



Overview



Flagstick
Ventures, Inc. is a Delaware corporation incorporated on April 4, 2001 for the purpose of acquiring the wholesale golf equipment and accessories business previously conducted by our president, Jeff Arthur Jones, as a sole proprietorship under the
name A and Z Golf. We acquired the business from Mr. Jones, through our wholly owned subsidiary, A & Z Golf Corp., on June 5, 2001, in exchange for 10,000,000 shares of our common stock. Prior to that date, Mr. Jones conducted the
business as a sole proprietorship.



Through our wholly-owned
subsidiary, A & Z Golf Corp., we are engaged primarily in the business of wholesale distribution of golf-related equipment, accessories and apparel. Our goal is to grow our wholesale customer base through client solicitation efforts and expanded
product offerings. Our strategy is to avail ourselves of our managements experience and relationships in the golf industry to grow our business as a wholesaler by expanding our supplier base and adding customers.



Given the volume of purchases we make, it is difficult to improve our cost of
sales. Our product costs are directly affected by our volume. We anticipate that as we grow, our suppliers relationships, purchase levels and our gross profit margin should improve.



We expect that the wholesale business will generate the majority, if not all, of our revenue in our fiscal year 2005.



Plan of Operation



In an effort to obtain the financing necessary to implement our business
plan, we filed a registration statement with the Securities and Exchange Commission (the SEC) registering 15,000,000 shares for sale at $0.01 per share. The registration statement was declared effective on August 14, 2002. We closed the
offering on December 12, 2002 having sold an aggregate of 12,720,645 shares.



As a result of our current lack of available resources, we remain unable to pursue our plan to expand our current operations. We intend to continue seeking additional capital to improve our ability to implement our
plan. We cannot be certain that additional financing will become available, or if available, whether it will be on terms and conditions satisfactory to us.



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##### Table of Contents

Comparison of the fiscal year ended March 31, 2004 and March 31, 2003.



CONSOLIDATED FINANCIAL INFORMATION



|                                    |  |      |         |   |      |   |         |  
|----------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                    |  | 2004 |         |   | 2003 |  
|Sales                               |  | $    | 47,000  |   |      | $ | 60,400  |  
|Cost of Sales                       |  |      | 46,000  |   |      |   | 47,800  |  
|Selling, General and Administrative |  |      | 72,000  |   |      |   | 88,200  |  
|Net Loss                            |  | $    | (71,200 | ) |      | $ | (75,500 | )



Net
Sales. Net revenue from wholesale golf sales for the fiscal year ended March 31, 2004 decreased by approximately $13,400 (or 23%) to $47,000 from $60,400 for the same period in 2003. The decrease in revenues can be attributed to a reduction in
orders from our sole client.



Cost of Revenue. Our cost
of sales for the fiscal year ended March 31, 2004 decreased by approximately $1,800 (or 4%) to $46,000 from $47,800 for the same time period in 2003. Given the volume of purchases we make, it is difficult to improve our cost of sales. Our product
costs are directly affected by our volume.



Selling, General
and Administrative. Selling, general and administrative expenses decreased $16,200 (or 18%) to $72,000 from $88,200 for the same period in 2003. This decrease can be attributed to the decrease in professional fees incurred by us. Such
professional fees were approximately $24,600 for the year ended March 31, 2004, as compared to approximately $43,800 for the same period in 2003. The professional fees in 2003 consisted primarily of accounting expenses in connection with the
preparation and filing of our registration statement on Form SB-2 during 2002.



Net Loss. Net loss for 2004 was approximately $71,200 compared to $75,500 for 2003. The reduction in our net loss was due to the reasons described herein above.



Liquidity and Capital Resources



Net cash used in operating activities totaled approximately $26,200 during
the fiscal year ended March 31, 2004, compared to net cash used of approximately $96,700 for the fiscal year ended March 31, 2003. The decrease in cash used in operating activities is a result of the decrease in professional fees paid by us during
2004.



Net cash provided by financing activities totaled
approximately $20,000 and $100,500 during the fiscal years ended March 31, 2004 and 2003, respectively. During the fiscal year ended March 31, 2003, financing activities consisted primarily of the sale of shares pursuant to a registration statement
that we closed in December 2002. During 2004, financing activities consisted of loans from stockholders.



At March 31, 2004 we had cash balances in the amount of approximately $9,200. Our principal source of funds has been cash generated from financing
activities. We believe that over the next twelve months, our operations will be unable to be sustained by our cash flow from operations. We are currently seeking additional capital financing to fund our operations. Although we were recently
incorporated, our current management and operations have been in existence for several years and have accumulated a great deal of experience in the golf equipment and apparel industry.



We will need additional capital to carry out all of our obligations and business strategies. We intend to raise any
additional capital required to fund its financing needs by issuance of debt and equity. Our management has been exploring a number of other options to meet our obligations and future capital requirements, including the possibility of equity
offering, debt financing, and business combination. There can be no assurance financing will be available or accessible on reasonable terms.



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We may engage in a combination with another business. We have engaged in discussions concerning potential
business combinations, but have not entered into any agreement for such a combination.



Our failure to generate operating profits since inception raises substantial doubt about our ability to continue as a going concern. We will require substantial working capital, and we currently have inadequate
capital to fund our business strategies. We may be unable to raise the funds necessary for implementing all of its business strategies, which could severely limit our operations.



Variables and Trends



We anticipate experiencing greater sales in the second and third quarters of the calendar year, as opposed to the first and fourth quarters of the
calendar year. The seasonality of our sales will be directly related to the US golf season. The first quarter of the calendar year is usually the slowest with much of the United States not playing golf during the winter season. The second and third
quarters of the calendar year are usually the strongest quarters as the spring and summer seasons represent the bulk of player participation. The fourth quarter of the calendar year is supported by the holiday gift giving season. Our seasonality is
not unlike most wholesalers except that our selling season is not so heavily weighted to the fourth quarter of the calendar year as most non-sport specific retailers. From the financial standpoint, the second and third quarters of the calendar year
provide the best opportunity for the revenue and earnings potential. The fourth calendar-quarter holiday buying season provides the secondary revenue and earnings opportunity. The first quarter of the calendar year will be the weakest due to winter
weather and the slowdown in rounds played.



Our only customer,
a golf retailer, LiquidGolf, currently represents 100 percent of our revenues. This customer is not required to buy additional products. Therefore, a significant portion of our revenue is derived from a potentially non-recurring revenue source. The
loss of our relationship with this company would greatly reduce our ability to continue as a going concern.



We compete with a large number of manufacturers representatives, distributors and other wholesalers. Most of our competitors are larger than we are
and may have substantially greater resources. In addition, many of our competitors may be able to operate more efficiently than we can.



As of March 31, 2004, we had no employees. Our subsidiary A & Z Golf Corp. has one employee, Jeff Jones, who is also our sole officer and director.



Critical Accounting Policies



We prepare our financial statements in conformity with accounting principals
generally accepted in the United States. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available to us. These estimates and assumptions 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 periods presented. The significant accounting policies that we believe are the most critical to aid in fully
understanding and evaluating our reported financial results include the following:



Revenue Recognition We recognize revenue in accordance with the provisions of the Securities and Exchange Commissions (SEC) Staff Accounting Bulletin (SAB) No. 104, Revenue
Recognition. Specifically, sales and the related cost of goods sold are generally recognized at the latter of the time of shipment or when title passes to customers. Revenue is earned by the Company from the wholesale of golf equipment and
related accessories. We provide for estimated returns at the time of shipment based on historical data. For the years ended March 31, 2004 and 2003, no allowance for returns was deemed necessary.



Net operating loss carryforwards.We have not recognized the benefit
in our financial statements with respect to the approximately $211,000 net operating loss carryforward for federal income tax purposes as of March 31, 2004. This benefit was not recognized due to the possibility that the net operating loss
carryforward would not be utilized, for various reasons, including the potential that we might not have sufficient profits to use the carryforward or that the carryforward may be limited as a result of changes in our equity ownership. We



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##### Table of Contents

intend to use this carryforward to offset our future taxable income. If we were to use any of this net operating loss
carryforward to reduce our future taxable income and the Internal Revenue Service were to then successfully assert that our carryforward is subject to limitation as a result of capital transactions occurring in 2002 or otherwise, we may be liable
for back taxes, interest and, possibly, penalties prospectively.



Off
Balance Sheet Arrangements



We have no off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are
material to investors.



ITEM 7. FINANCIAL STATEMENTS



The
financial statements required to be filed hereunder are set forth on pages F-1 through F-10 and are incorporated herein by this reference.



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES



On April 27, 2004, Richard M. Prinzi, Jr. CPA (RMP), our principal independent accountant resigned. RMP cited, in his letter of resignation,
as his reason for resigning the fact that he is...no longer providing audit services to any SEC regulated clients. The report of RMP on our financial statements for the year ended March 31, 2003 did not contain any adverse opinions or
disclaimers of opinion. Nor were any reports modified as to uncertainty, audit scope, or accounting principles. There was no decision to change accountants that was recommended or approved by our Board of Directors or any committee thereof. We did
not have any disagreements with RMP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.



On May 26, 2004, we engaged Tedder, James, Worden & Associates, P.A. as the principal accountant to audit the Companys financial statements for
the year ended March 31, 2004.



We filed a report on Form 8-K
dated May 26, 2004 reporting the occurrence of the foregoing.



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##### Table of Contents

ITEM 8A. CONTROLS AND PROCEDURES



(a) Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report (the
Evaluation Date). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were, to the best of their knowledge, effective such that
the information relating to Flagstick, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms, and (ii) is accumulated and communicated to Flagsticks management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.



(b) Changes in internal control over financial
reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2004 that have materially affected or are reasonably likely to materially affect our internal control over
financial reporting.



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##### Table of Contents

PART III



ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



Our directors, executive officers and other key employees, and their ages, as of June 15, 2004 are as follows:



|                  |  |     |  |                             |  |              
|----------------- |  | --- |  | --------------------------- |  | -------------
|Name              |  | Age |  | Position                    |  | Since        
|Jeff Arthur Jones |  | 32  |  | President, CEO and Director |  | April 4, 2001



The terms of our
director expires at the next annual meeting of the stockholders, the date for which has not been set by the Board of Directors. Our director is currently serving a term of office until the next annual meeting of stockholders and until his successors
are duly elected and qualified, or until he resigns or is removed.



Mr. Jones does not devote his full time to the management of our business operations.



None of the officers or directors of Flagstick is currently an officer or director of a company required to file reports with the Securities and Exchange Commission, other than Flagstick.



The business experience of each of the persons listed above during the past
five years is as follows:



Prior to founding A and Z Golf in
April of 1999 as a sole proprietorship, Mr. Jones was an Assistant Golf Professional. During the last five years, Mr. Jones has served and continues to serve as Assistant Golf Professional at Golden Gate Country Club, Naples, Florida and as
Tournament Director for Pine Lake Golf Club, Mt. Gilead, Ohio. His experience includes pro shop operations management, tournament organization and instruction. His skills include merchandising, personnel management, budget and inventory control.



During the past five years none of our directors, executive
officers, promoters or control persons was:



| | (1) | the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or
commodities law.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Section 16(a) Beneficial Ownership
Reporting Compliance.



Based solely on a review of Forms 3 and 4, and
amendments thereto furnished to the Company under Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 during the most recent fiscal year, and Form 5 and amendments thereto furnished to the Company with respect to its most recent
fiscal year, Jeff Arthur Jones was not timely with the filing of each of the Form 3s as required under Section 16(a) of he Securities Exchange Act of 1934.



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##### Table of Contents

Code of Ethics



We adopted the Flagstick Ventures, Inc. Code of Ethics for the CEO and Senior Financial Officers (the finance code of ethics), a code of
ethics that applies to our Chief Executive Officer, Chief Financial Officer, controller and other finance organization employees. A copy of the finance code of ethics may be obtained from the Company, free of charge, upon written request delivered
to the Companys Investor Relations Department, c/o Flagstick Ventures, Inc., 2394 41stStreet SW, Naples,
Florida 34116. If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer, our Chief Financial Officer or controller, we will
disclose the nature of such amendment or waiver in a report on Form 8-K.



ITEM 10. EXECUTIVE COMPENSATION



The following summary compensation table reflects all compensation awarded to, earned by, or paid to our Chief Executive Officer and president and other employees for all services rendered to us in all capacities during each of the years
ended March 31, 2004 and 2003. None of our other executive officers received salary and bonus exceeding $100,000 during those years.



Summary Compensation Table



|                          |  |      |  |                     |        |                             |   |  
|------------------------- |  | ---- |  | ------------------- | ------ | --------------------------- | - | -
|                          |  |      |  | Annual Compensation
|Name and Position         |  | Year |  | Salary($)           |        | Other AnnualCompensation($)
|Jeff Arthur Jones, CEO(1) |  | 2004 |  | $                   | 38,270 |                             | $ | 
|                          |  | 2003 |  | $                   | 39,813 |                             | $ | 
|                          |  | 2002 |  | $                   | 40,015 |                             | $ | 

---

|(1) | Effective September 1, 2001, A & Z Golf Corp. agreed in principal to compensate Jeff Jones at a rate of $3,000 a month. This agreement is cancelable by either party upon 30 days
written notice. Prior to September 1, 2001, Mr. Jones services were donated to A & Z Golf Corp. and the value of those services which amounted to approximately $16,673, were recorded as a capital contribution. During 2004, Mr. Jones
services were donated to A & Z Golf Corp. and the value of those services was recorded as a capital contribution.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mr. Jones presently serves as our CEO and President. However, we do not pay Mr. Jones a salary. Commencing September 1, 2001, our subsidiary has paid him $3,000 per
month. Prior to September 2001, Mr. Jones services were donated.



Directors are not currently compensated, although each is entitled to be reimbursed for reasonable and necessary expenses incurred on our behalf.



There are no written employment contracts or agreements between us and any of our directors and officers. Our subsidiary, A & Z Golf Corp. and Mr. Jones have an
unwritten understanding that provides that Mr. Jones is to be compensated at a rate of $3,000 per month. This agreement is cancelable by either party upon 30 days written notice.



We do no have any employee stock option or other benefit plans.



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##### Table of Contents

Directors Compensation



All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
There are no agreements with respect to the election of directors. We have not compensated our directors for service on the Board of Directors or any committee thereof. As of March 31, 2004, no director has accrued any expenses or compensation.
Officers are appointed annually by the Board of Directors and each executive officer serves at the discretion of the Board of Directors.

|
|

|Our | board of directors does not have an audit or any other committee.
|--- | -----------------------------------------------------------------



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table presents information known to us, as of March 5, 2004, relating to the beneficial ownership of common stock by:



| |  | each person who is known by us to be the beneficial holder of more than 5% of our outstanding common stock;
| | - | -----------------------------------------------------------------------------------------------------------



| |  | each of our named executive officers and directors; and
| | - | -------------------------------------------------------



| |  | our directors and executive officers as a group.
| | - | ------------------------------------------------



We believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them, except as
noted.



Percentage ownership in the following table is based on
22,721,145 shares of common stock outstanding as of June 15, 2004. A person is deemed to be the beneficial owner of securities that can be acquired by that person within 60 days from the date of this Annual Report upon the exercise of options,
warrants or convertible securities. Each beneficial owners percentage ownership is determined by dividing the number of shares beneficially owned by that person by the base number of outstanding shares, increased to reflect the shares
underlying options, warrants or other convertible securities included in that persons holdings, but not those underlying shares held by any other person.



|                                      |  |                                                  |  |                                        |  
|------------------------------------- |  | ------------------------------------------------ |  | -------------------------------------- | -
|Name of Beneficial Owner              |  | Number ofShares of CommonStock BeneficiallyOwned |  | Percentage of SharesBeneficially Owned |  
|Jeff Arthur Jones(1)                  |  | 10,000,500                                       |  | 44.0                                   | %
|Joseph Sierchio(2)                    |  | 2,153,380                                        |  | 9.5                                    | %
|All directors and officers (1 person) |  | 10,000,500                                       |  | 44.0                                   | %

---

|(1) | The address of each of our officers listed in the table is in care of Flagstick Ventures, Inc, 2394 41st Street, Naples, Florida 34116.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(2) | The address for Mr. Sierchio is 845 Third Avenue, New York, New York 10022. Mr. Sierchio is a member of Eiseman Levine Lehrhaupt & Kakoyiannis PC, our legal counsel.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Other than as described below, we have not entered into any transactions during the last two years, or proposed transactions, to which we were or are to be a party in which any of our directors, executive officers,
any 5% shareholder listed in Item 11 or any member of the immediate family of any of these persons had a material interest.



We were organized by our President and sole director for the purpose of acquiring and operating the business which he had been operating as a sole
proprietorship. We acquired the business from Mr. Jones on June 5, 2001 in exchange for 10,000,000 shares. The shares were issued in exchange for receivables that originated from Mr. Jones sole proprietorship valued at $.001526 per share for a
total of $15,262.



We currently occupy space in the residence
of our President, Jeff Jones, on a month-to month basis, at a cost of $250 per month. We are currently provided with access to computer, telephone, fax, copy and other business services without cost on equipment owned by Mr. Jones. Mr. Jones has
agreed to continue providing us with our current business equipment access to which is included in our $250 monthly charge.



In December 2002, we completed an offering that was registered under the Securities and Exchange Act of 1933, as amended. Eiseman, Levine, Lehrhaupt &
Kakoyiannis PC served as corporate counsel and they were paid approximately $45,000 for legal services, including services rendered in connection with our registration statement and general corporate matters. Mr. Joseph Sierchio is a member of
Eisman, Levine, Lehrpaupt & Kakoyiannis PC. Mr. Sierchio subscribed for 2,153,380 shares at $0.01 per share, in the aforementioned offering, the payment of which was made through the conversion of an outstanding debt to Mr. Sierchios prior
legal firm.



ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K



Exhibits and Financial Statements.



|(A) | Financial Statements and Schedules
|--- | ----------------------------------



See Index to Financial Statements



|(B) | Exhibits
|--- | --------



|               |  |                                                                                                                                  
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                      
|3.1            |  | Form of Articles of Incorporation of Flagstick Ventures, Inc.(1)                                                                 
|3.2            |  | By-laws of Flagstick Ventures.(1)                                                                                                
|14.1           |  | Code of Ethics.*                                                                                                                 
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                             
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                             
|32.1           |  | Certification of Chief Executive Officer and Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|99.1           |  | Board of Directors Pre-Approval Policy Regarding Independent Auditors.*                                                          

---

|* | Filed Herewith
|- | --------------

|(1) | Incorporated by reference to the Registrants Registration Statement on Form SB-2, filed on February 12, 2002, File No. 333-82580
|--- | ---------------------------------------------------------------------------------------------------------------------------------



|(C) | Reports on Form 8-K
|--- | -------------------



On May 26, 2004, the Company filed a Current Report on Form 8-K to report a change in auditors.



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##### Table of Contents

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Our Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and
its appointment of Tedder, James, Worden & Associates, P.A. as our independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence. All of the services provided and
fees charged by Tedder, James, Worden & Associates, P.A. and Richard M. Prinzi, Jr. in 2004 and 2003, respectively, were approved by the Board of Directors. The following table presents fees for audit services rendered by Tedder, James, Worden
& Associates, P.A. and Richard M. Prinzi, Jr. for the audit of our annual financial statements for the years ended March 31, 2004 and March 31, 2003 and fees billed for other services rendered during those periods.



|                      |  |             |       |     |             |   |        |    
|--------------------- |  | ----------- | ----- | --- | ----------- | - | ------ | ---
|                      |  | Fiscal 2004 |       |     | Fiscal 2003 |  
|Audit Fees            |  | $           | 9,000 | (1) |             | $ | 18,200 | (2)
|Audit-Related Fees(3) |  |             | -0-   |     |             |   | -0-    |    
|Tax Fees(4)           |  |             | -0-   |     |             |   | -0-    |    
|                      |  |            
|Subtotal              |  | $           | 9,000 |     |             | $ | 18,200 |    
|                      |  |            
|All other Fees(5)     |  |             | -0-   |     |             |   | -0-    |    
|                      |  |            
|Total                 |  | $           | 9.000 |     |             | $ | 18,200 |    
|                      |  |             |       |     |             |   |        |    

---

|(1) | Audit Fees  Audit fees billed to us by Tedder, James, Worden & Associates,
P.A. for auditing our annual financial statements for 2004 and reviewing the financial statements included our annual report on Form 10-KSB.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit Fees  Audit fees paid by us to Richard M. Prinzi, Jr. for auditing our
annual financial statements for 2003 and reviewing the financial statements included in our Quarterly Reports on Form 10-QSB.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Audit-Related Fees  There were no other fees billed by during the last two
fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Companys financial statements and not reported under Audit Fees above.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Tax Fees  There were no tax fees billed during the last past fiscal year for
professional services by Tedder, James, Worden & Associates, P.A or Richard M. Prinzi, Jr.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | All Other Fees  There were no other fees billed by during the last two fiscal
years for products and services provided.
|--- | ------------------------------------------------------------------------------------------------------------------------



Pre-approval of
Audit and Non-Audit Services of Independent Auditor



The
Board of Directors policy is to pre-approve all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Board of Directors
pre-approval policy with respect to non-audit services is included as Exhibit 99.1 of to this Annual Report. Pre-approval is generally provided for up to 12 months from the date of pre-approval and any pre-approval is detailed as to the particular
service or category of services. The Board of Directors may delegate pre-approval authority to one or more of its members when expedition of services is necessary. The Board of Directors has determined that the provision of non-audit services by
Tedder, James, Worden & Associates, P.A. is compatible with maintaining its independence.



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SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



|                     |  |                          |  |                                                         
|-------------------- |  | ------------------------ |  | --------------------------------------------------------
|                     |  | FLAGSTICK VENTURES, INC.
|Dated: June 20, 2004 |  |                          |  |                                                         
|                     |  | By:                      |  | /S/ Jeff Arthur Jones                                   
|                     |  | Name:                    |  | Jeff Arthur Jones                                       
|                     |  | Title:                   |  | President, CEO, Principal Financial Officer and Director



In accordance with the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                     |  |                          |  |                                                         
|-------------------- |  | ------------------------ |  | --------------------------------------------------------
|                     |  | FLAGSTICK VENTURES, INC.
|Dated: June 20, 2004 |  |                          |  |                                                         
|                     |  | By:                      |  | /S/ Jeff Arthur Jones                                   
|                     |  | Name:                    |  | Jeff Arthur Jones                                       
|                     |  | Title:                   |  | President, CEO, Principal Financial Officer and Director



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##### Table of Contents

FLAGSTICK VENTURES, INC. AND
SUBSIDIARY



Consolidated Financial
Statements



March 31, 2004 and 2003



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##### Table of Contents

Table of Contents



|                                                                                                |  |    
|----------------------------------------------------------------------------------------------- |  | ---
|Independent Auditors Report  Current Auditor                                                  |  | F-1
|                                                                                                | 
|Independent Auditors Report  Predecessor Auditor                                              |  | F-2
|                                                                                                | 
|Consolidated Financial Statements:                                                              |  |    
|                                                                                                | 
|Consolidated Balance Sheets  March 31, 2004 and 2003                                           |  | F-3
|                                                                                                | 
|Consolidated Statements of Operations  Years ended March 31, 2004 and 2003                     |  | F-4
|                                                                                                | 
|Consolidated Statements of Stockholders Equity (Deficit)  Years ended March 31, 2004 and 2003 |  | F-5
|                                                                                                | 
|Consolidated Statements of Cash Flows  Years ended March 31, 2004 and 2003                     |  | F-6
|                                                                                                | 
|Notes to Consolidated Financial Statements                                                      |  | F-7



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##### Table of Contents

TEDDER, JAMES, WORDEN & ASSOCIATES,
P.A.

CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS ADVISORS

AN INDEPENDENTLY OWNED MEMBER OF THE RSM
MCGLADREY NETWORK

---



Report of Independent Registered

Certified Public Accounting Firm



To the Board of Directors and Stockholders of

FLAGSTICK VENTURES, INC.:



We have audited the accompanying consolidated balance sheet of FLAGSTICK VENTURES, INC. and Subsidiary (the Company) as of March 31, 2004, and the related
consolidated statements of operations, stockholders equity (deficit), and cash flows for the year then ended. 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 audit.



We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FLAGSTICK VENTURES, INC. and
Subsidiary as of March 31, 2004, and the results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company has incurred net losses and negative cash flows from operations since inception. These factors, and the need for additional financing in order for the Company to meet its
business plans, raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also discussed in Note 2. The consolidated financial statements do not include any adjustment that might
result from the outcome of this uncertainty.



/s/ Tedder, James, Worden &
Associates, P.A.



Orlando, Florida

June 11, 2004



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##### Table of Contents

Richard M. Prinzi, Jr.

Certified Public Accountant

8403 7th Avenue

Brooklyn, NY 11228

Phone (718) 748-2300



INDEPENDENT ACCOUNTANTS AUDIT REPORT



To the Board of Directors and Stockholders

Flagstick Ventures, Inc. And Subsidiary Jeff Jones

D/B/A A And Z Golf (Predecessor)

2394 41 Street S.W.

Naples, FL 34116



I have audited the accompanying consolidated balance sheet of Flagstick Ventures, Inc. and Subsidiary as of March 31, 2003 and the related consolidated statement of operations, consolidated changes in
stockholders equity and consolidated cash flows for the year ended March 31, 2003 The financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based
on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. Also, an audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.



In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Flagstick Ventures, Inc. and Subsidiary as
of March 31, 2003, and the results of its operations and cash flows for the year then ended in conformity with generally accepted accounting principles accepted in the United States of America.



The consolidated balance sheet of Flagstick Ventures, Inc. and Subsidiary as of March 31,
2002, is presented herein. The related consolidated statement of operations, stockholders equity and cash flows for the year then ended are also presented herein for comparison. The audit report dated May 17, 2002, prepared by the
Companys former auditor which an unqualified opinion was expressed is not presented herein.



Richard Prinzi, Jr.



Brooklyn, NY

July 10, 2003



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##### Table of Contents

FLAGSTICK VENTURES, INC. & SUBSIDIARY

Consolidated Balance Sheets

March 31, 2004 and 2003



|                                                                                                                                   |  |      |          |   |      |   |          |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                                                                                                                   |  | 2004 |          |   | 2003 |  
|ASSETS                                                                                                                             |  |      |          |   |      |   |          |  
|Current assets:                                                                                                                    |  |      |          |   |      |   |          |  
|Cash                                                                                                                               |  | $    | 9,214    |   |      | $ | 15,451   |  
|Accounts receivable                                                                                                                |  |      | 1,623    |   |      |   | 1,086    |  
|                                                                                                                                   |  |      |          |   |      |   |          |  
|Total current assets                                                                                                               |  |      | 10,837   |   |      |   | 16,537   |  
|                                                                                                                                   |  |      |          |   |      |   |          |  
|Total assets                                                                                                                       |  | $    | 10,837   |   |      | $ | 16,537   |  
|                                                                                                                                   |  |      |          |   |      |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                     |  |      |          |   |      |   |          |  
|                                                                                                                                   |  |     
|Current liabilities:                                                                                                               |  |      |          |   |      |   |          |  
|Accounts payable                                                                                                                   |  | $    | 4,685    |   |      | $ | 780      |  
|Accrued expenses                                                                                                                   |  |      | 4,100    |   |      |   | 750      |  
|Loan from stockholders                                                                                                             |  |      | 20,000   |   |      |   |         |  
|                                                                                                                                   |  |      |          |   |      |   |          |  
|Total current liabilities                                                                                                          |  |      | 28,785   |   |      |   | 1,530    |  
|                                                                                                                                   |  |      |          |   |      |   |          |  
|Stockholders equity                                                                                                               |  |      |          |   |      |   |          |  
|Common stock, $0.0001 par value, 50,000,000 shares authorized, 22,721,145 shares issued and outstanding at March 31, 2004 and
2003 |  |      | 2,272    |   |      |   | 2,272    |  
|Additional paid-in capital                                                                                                         |  |      | 191,695  |   |      |   | 153,425  |  
|Accumulated deficit                                                                                                                |  |      | (211,915 | ) |      |   | (140,690 | )
|                                                                                                                                   |  |      |          |   |      |   |          |  
|Total stockholders equity (deficit)                                                                                               |  |      | (17,948  | ) |      |   | 15,007   |  
|                                                                                                                                   |  |      |          |   |      |   |          |  
|Total liabilities and stockholders equity (deficit)                                                                               |  | $    | 10,837   |   |      | $ | 16,537   |  
|                                                                                                                                   |  |      |          |   |      |   |          |  



See accompanying notes
to consolidated financial statements.



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##### Table of Contents

FLAGSTICK VENTURES, INC. & SUBSIDIARY

Consolidated Statements of Operations

For The Years Ended March 31, 2004 and 2003



|                                           |  |      |            |   |      |   |            |  
|------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                           |  | 2004 |            |   | 2003 |  
|Sales                                      |  | $    | 47,015     |   |      | $ | 60,485     |  
|                                           |  |     
|Cost of sales                              |  |      | 45,927     |   |      |   | 47,791     |  
|                                           |  |      |            |   |      |   |            |  
|Gross profit                               |  |      | 1,088      |   |      |   | 12,694     |  
|                                           |  |      |            |   |      |   |            |  
|General and administrative expenses        |  |      |            |   |      |   |            |  
|Payroll and related expenses               |  |      | 38,270     |   |      |   | 39,813     |  
|Professional fees                          |  |      | 24,561     |   |      |   | 43,752     |  
|Rent                                       |  |      | 3,000      |   |      |   | 3,000      |  
|Other general and administrative expenses  |  |      | 6,143      |   |      |   | 1,632      |  
|                                           |  |      |            |   |      |   |            |  
|Total expenses                             |  |      | 71,974     |   |      |   | 88,197     |  
|                                           |  |      |            |   |      |   |            |  
|Loss from operations                       |  |      | (70,886    | ) |      |   | (75,503    | )
|Interest expense                           |  |      | (339       | ) |      |   |           |  
|                                           |  |     
|Net loss                                   |  | $    | (71,225    | ) |      | $ | (75,503    | )
|                                           |  |      |            |   |      |   |            |  
|Weighted average common shares outstanding |  |      | 22,721,145 |   |      |   | 22,721,145 |  
|                                           |  |      |            |   |      |   |            |  
|Net loss per share  basic and diluted     |  | $    | (0.00      | ) |      | $ | (0.00      | )
|                                           |  |      |            |   |      |   |            |  



See accompanying notes
to consolidated financial statements.



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##### Table of Contents

FLAGSTICK VENTURES, INC. & SUBSIDIARY

Consolidated Statements of Stockholders Equity (Deficit)

For The Years Ended March 31, 2004 and 2003



|                                             |  |              |  |           |       |                          |   |                    |  |   |          |   |  |   |         |  
|-------------------------------------------- |  | ------------ |  | --------- | ----- | ------------------------ | - | ------------------ |  | - | -------- | - |  | - | ------- | -
|                                             |  | Common Stock |  |           |       |                          |   |                    |  |  
|                                             |  | Shares       |  | Par Value |       | Additionalpaid-incapital |   | Accumulateddeficit |  |   | Total    |  
|Balances at March 31, 2002                   |  | 10,000,500   |  | $         | 1,000 |                          | $ | 30,882             |  | $ | (65,187  | ) |  | $ | (33,305 | )
|Capital contribution  forgiveness of salary |  |             |  |           |      |                          |   | 23,342             |  |   |         |   |  |   | 23,342  |  
|Common stock issued Dec. 12, 2002            |  | 12,720,645   |  |           | 1,272 |                          |   | 99,201             |  |   |         |   |  |   | 100,473 |  
|Net loss                                     |  |             |  |           |      |                          |   |                   |  |   | (75,503  | ) |  |   | (75,503 | )
|                                             |  |              |  |           |       |                          |   |                    |  |   |          |   |  |   |         |  
|Balances at March 31, 2003                   |  | 22,721,145   |  |           | 2,272 |                          |   | 153,425            |  |   | (140,690 | ) |  |   | 15,007  |  
|                                             |  |              |  |           |       |                          |   |                    |  |   |          |   |  |   |         |  
|Capital contribution  forgiveness of salary |  |             |  |           |      |                          |   | 38,270             |  |   |         |   |  |   | 38,270  |  
|Net loss                                     |  |             |  |           |      |                          |   |                   |  |   | (71,225  | ) |  |   | (71,225 | )
|                                             |  |              |  |           |       |                          |   |                    |  |   |          |   |  |   |         |  
|Balances at March 31, 2004                   |  | 22,721,145   |  | $         | 2,272 |                          | $ | 191,695            |  | $ | (211,915 | ) |  | $ | (17,948 | )
|                                             |  |              |  |           |       |                          |   |                    |  |   |          |   |  |   |         |  



See accompanying notes
to consolidated financial statements.



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##### Table of Contents

FLAGSTICK VENTURES, INC. & SUBSIDIARY

Consolidated Statements of Cash Flows

For The Years Ended March 31, 2004 and 2003



|                                                                            |  |      |         |   |      |   |         |  
|--------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                            |  | 2004 |         |   | 2003 |  
|Cash flows from operating activities:                                       |  |      |         |   |      |   |         |  
|Net loss                                                                    |  | $    | (71,225 | ) |      | $ | (75,503 | )
|                                                                            |  |     
|Adjustments to reconcile net loss to net cash used in operating activities: |  |      |         |   |      |   |         |  
|Contributed services                                                        |  |      | 38,270  |   |      |   | 23,342  |  
|                                                                            |  |     
|Changes in operating assets and liabilities:                                |  |      |         |   |      |   |         |  
|Accounts receivable                                                         |  |      | (537    | ) |      |   | (1,086  | )
|Accounts payable                                                            |  |      | 3,905   |   |      |   | 780     |  
|Accrued expenses                                                            |  |      | 3,350   |   |      |   | (41,186 | )
|                                                                            |  |      |         |   |      |   |         |  
|Net cash used in operating activities                                       |  |      | (26,237 | ) |      |   | (93,653 | )
|                                                                            |  |      |         |   |      |   |         |  
|Cash flows from financing activities:                                       |  |      |         |   |      |   |         |  
|Loan from stockholders                                                      |  |      | 20,000  |   |      |   |        |  
|Proceeds from issuance of common stock                                      |  |      |        |   |      |   | 100,473 |  
|                                                                            |  |      |         |   |      |   |         |  
|Net cash provided by financing activities                                   |  |      | 20,000  |   |      |   | 100,473 |  
|                                                                            |  |      |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                        |  |      | (6,237  | ) |      |   | 6,820   |  
|                                                                            |  |      |         |   |      |   |         |  
|Cash and cash equivalents, beginning of period                              |  |      | 15,451  |   |      |   | 8,631   |  
|                                                                            |  |      |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                    |  | $    | 9,214   |   |      | $ | 15,451  |  
|                                                                            |  |      |         |   |      |   |         |  
|Supplemental disclosures of cash flow information:                          |  |      |         |   |      |   |         |  
|Cash paid during the period for:                                            |  |      |         |   |      |   |         |  
|Interest                                                                    |  | $    | 6       |   |      | $ |        |  
|                                                                            |  |      |         |   |      |   |         |  
|Supplemental schedule of non-cash financing activities:                     |  |      |         |   |      |   |         |  
|Increase in additional paid in capital for forgiveness of salary            |  | $    | 38,270  |   |      | $ | 23,342  |  
|                                                                            |  |      |         |   |      |   |         |  



See accompanying notes
to consolidated financial statements.



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##### Table of Contents

FLAGSTICK VENTURES, INC. & SUBSIDIARY



Notes to Consolidated Financial Statements



March 31, 2004 and 2003



NOTE 1
 ORGANIZATION AND PRINCIPLES OF CONSOLIDATION



Reporting
Entity. Flagstick Ventures, Inc. (Flagstick or the Company) was incorporated on April 4, 2001 under the laws of the State of Delaware. The Companys fiscal year end was changed from August 31, to March 31. The
Company is authorized to issue 50,000,000 shares of common stock, par value $.0001. On April 4, 2001 Flagstick issued 500 shares to Jeff Arthur Jones in consideration for $100. Also on April 4, 2001 A&Z Golf Corp. was incorporated as a wholly
owned subsidiary of Flagstick. On June 5, 2001 Flagstick issued 10,000,000 shares to Jeff Arthur Jones in exchange for certain receivables purchased from Jeff A. Jones d/b/a A&Z Golf, pursuant to an asset purchase agreement. Flagsticks
activities have been devoted primarily to the wholesaling of golf equipment.



Principles of Consolidation.The Companys consolidated financial statements for the years ended March 31, 2004 and 2003, include the accounts of its wholly owned subsidiary A and Z Golf Corp., a Delaware corporation. All
intercompany balances and transactions have been eliminated.



Stock
Split.On June 1, 2004, the Company effectuated a five for one forward split of its common stock. The financial statements have been adjusted retroactively to account for the split.



NOTE 2  BASIS OF PRESENTATION



The Companys consolidated financial statements have been prepared assuming the Company
will continue as a going concern. The Company has experienced net losses since April 4, 2001 (date of inception), which losses have caused an accumulated deficit of approximately $212,000 as of March 31, 2004. In addition, the Company has consumed
cash in its operating activities of approximately $26,200 and $93,700 for the years ended March 31, 2004 and 2003, respectively. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern.



Management has been able, thus far, to finance the losses through a private
placement and a public offering. The Company is continuing to seek other sources of financing and attempting to increase revenues within its core business of wholesale golf equipment. In addition, the Company is exploring alternate ways of
generating revenues through partnerships with other businesses. There are no assurances that the Company will be successful in achieving its goals.



In view of these conditions, the Companys ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to
meet its financing requirements, and ultimately to achieve profitable operations. Management believes that its current and future plans provide an opportunity to continue as a going concern. The accompanying consolidated financial statements do not
include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company cannot continue as a going concern.



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##### Table of Contents

FLAGSTICK VENTURES, INC. & SUBSIDIARY



Notes to Consolidated Financial Statements



March 31, 2004 and 2003



NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Revenue Recognition. The Company recognizes revenue upon delivery of the
goods, in accordance with SAS 101, which reflects the basic principles of revenue recognition in existing generally accepted accounting principles.



Use of Estimates. The preparation of consolidated 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 as of the date of the consolidated financial statements, and the reported
amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.



Cash and Cash Equivalents. For purposes of reporting cash flows, Flagstick considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. The company had no cash equivalents at March 31, 2004 and 2003.



Accounts Receivable. Flagstick conducts business and extends credit based on an evaluation of the customers financial condition, generally without requiring collateral. Exposure to losses on
receivables is expected to vary by customer due to the financial condition of each customer. The company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. No allowances
were necessary as of March 31, 2004 and 2003. The accounts receivable balances were $1,623 and $1,086 as of March 31, 2004 and 2003, respectively.



Income Taxes. Flagstick utilizes Statement of Financial Accounting Standards SFAS No. 109, Accounting for Income Taxes, which requires the
recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in
future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.



Net Loss Per Share. Flagstick computes earnings (loss) per share in accordance with SFAS No. 128, Earnings per Share. This standard requires
dual presentation of basic and diluted earnings per share on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the diluted earnings per share
computation.



Net loss per common share (basic and diluted) is based on the net
loss divided by the weighted average number of common shares outstanding during the year.



Concentration of Credit Risk. Since inception, Flagstick and its predecessor derived substantially all of its revenue from one customer.



Fair Value of Financial Statements. SFAS No. 107 Disclosures about Fair Value of Financial Instruments requires
the disclosures of the fair value of financial instruments. Flagsticks financial instruments, including cash, accounts receivable and accounts payable are carried at cost, which approximates their fair value because of the short-term maturity
of these instruments.



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##### Table of Contents

FLAGSTICK VENTURES, INC. & SUBSIDIARY



Notes to Consolidated Financial Statements



March 31, 2004 and 2003



NOTE 4  STOCKHOLDERS EQUITY



Flagstick issued 10,000,000 restricted shares of the Companys common stock to Mr. Jeff
Jones, the founder and sole shareholder. The shares were issued in exchange for receivables that originated from Mr. Jones sole proprietorship valued at $.001526 per share for a total of $15,262.



On December 12, 2002, the Company issued 12,720,645 shares of common stock for net proceeds
of $100,473.



NOTE 5  DEFERRED INCOME TAXES



Flagstick has a net operating loss carry-forward for income tax purposes of $211,388 that
may be offset against future taxable income. Such amount excludes A and Z Golfs activities through the purchase date of June 15, 2001 ($527)which were included in Flagsticks statement of operations for the period ended March 31, 2002 for
comparative purposes. The carry-forward loss expires in the year 2020. Due to the uncertainty regarding the success of the future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets. The
deferred tax assets, liabilities and valuation allowances as of March 31, 2004 and 2003 consist of the following:



|                                                      |  |           |          |   |      |   |          |  
|----------------------------------------------------- |  | --------- | -------- | - | ---- | - | -------- | -
|                                                      |  | March 31, |         
|                                                      |  | 2004      |          |   | 2003 |  
|Deferred tax assets arising from net operating losses |  | $         | 211,388  |   |      | $ | 140,163  |  
|Less: Valuation allowance                             |  |           | (211,388 | ) |      |   | (140,163 | )
|                                                      |  |           |          |   |      |   |          |  
|Net deferred tax liabilities                          |  | $         |         |   |      | $ |         |  
|                                                      |  |           |          |   |      |   |          |  
|Net deferred tax assets                               |  | $         |         |   |      | $ |         |  
|                                                      |  |           |          |   |      |   |          |  



NOTE 6  ACCRUED EXPENSES



Accrued expenses of Flagstick as of March 31, 2004 and March 31, 2003
consisted of the following:



|                         |  |           |       |      |   |    
|------------------------ |  | --------- | ----- | ---- | - | ---
|                         |  | March 31,
|                         |  | 2004      |       | 2003
|Accrued rent expenses    |  | $         | 3,750 |      | $ | 750
|Accrued interest expense |  |           | 333   |      |   |   
|Other                    |  |           | 17    |      |   |   
|                         |  |           |       |      |   |    
|Total accrued expenses   |  | $         | 4,100 |      | $ | 750
|                         |  |           |       |      |   |    



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##### Table of Contents

FLAGSTICK VENTURES, INC. & SUBSIDIARY



Notes to Consolidated Financial Statements



March 31, 2004 and 2003



NOTE 7  LOAN FROM STOCKHOLDERS



On February 2, 2004, the Company entered into two promissory notes for $10,000 each with
certain stockholders (the Notes). The Notes are unsecured, bear interest at 10 percent per annum and are to be repaid no later than July 26, 2004. As of March 31, 2004, accrued interest payable of $333 is included in accrued expenses in
the accompanying consolidated financial statements.



NOTE 8  OPERATING
LEASE OBLIGATION



Effective April 4, 2001, Flagstick entered into an oral
agreement with its sole shareholder for the use of certain office facilities and equipment on a month-to-month basis. The amount calls for payments of $250 per month. Rent expense recorded by Flagstick for the years ended March 31, 2004 and March
31, 2003 amounted to $3,000.



NOTE 9  EMPLOYMENT AGREEMENT



Effective September 1, 2001, A & Z Golf Corp. agreed in principal to
compensate Jeff Jones at a rate of $3,000 a month. This agreement is cancelable by either party upon 30 days written notice. Prior to September 1, 2001, Mr. Jones services were donated to A & Z Golf Corp. and the value of those services
which amounted to $16,673, were recorded as a capital contribution. Payroll and payroll related expenses forgiven during the years ended March 31, 2004 and 2003 amounted to $38,270 and $23,342, respectively.



NOTE 10  SUBSEQUENT EVENTS



Stock Split.On June 1, 2004, the Company effectuated a five for one forward
split of its common stock. The financial statements have been adjusted retroactively to account for the split.



Merger.Management is currently exploring several opportunities for the Company to merge, acquire another company or begin a new line of business. As of the date of these financial statements, no
agreements have been made.



F-10