Growblox Sciences, Inc. – ‘424B2’ on 8/28/02

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Prospectus   —   Rule 424(b)(2)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Prospectus                                            44    174K 

Document Table of Contents

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PROSPECTUS
Flagstick Ventures, Inc.
 3,000,000 Shares at A Price Of $0.05 Per Share.

     This is our initial public offering. Before this offering, there has been
no public market for shares of our common stock. There can be no assurance that 
an active trading market will develop for our common stock. See "Market for Our 
Common Stock and Related Stockholders Matters."                                 

    We are offering a minimum of 2,000,000 shares and a maximum of 3,000,000
shares of our common stock at a price of $.05 per share on an all or none,      
best-efforts basis. We must sell at least 2,000,000 shares in order to          
consummate the offering. Pending the sale of the minimum number of shares,      
proceeds from the offering will be held in a non interest bearing escrow        
account. Following the sale of at least 2,000,000 shares, we will have access to
the offering proceeds and we will use them as we receive them. The offering will
end on the earliest to occur of December 12, 2002, a date which is 120 days from
the date of this prospectus, or the date on which all of the shares are sold. If
at least 2,000,000 shares are not sold by December 12, 2002, the offering will  
terminate and all funds received from subscribers will be returned to them      
within three business days following the termination of the offering.           

   We will offer the shares directly through our officer and director on a
best-efforts, all of none basis with respect to the first 2,000,000 shares and  
on a best-efforts basis with respect to the remaining 1,000,000 shares. No      
compensation is to be paid to any person for the offer and sale of the shares.  
See "Plan of Distribution."                                                     

Purchase of the shares is highly speculative and subject to numerous
risks. See "Risk Factors" beginning on page 4 for a discussion of material      
issues to consider before purchasing any of the shares.                         

 The shares offered by this Prospectus have not been registered in the
State of Florida. When sales are made to five or more persons in the State of   
Florida, any sale of the shares in the State of Florida shall be voidable by the
purchasers of those shares within three days after the receipt of consideration 
by the escrow agent from those purchasers.                                      

----------

Neither the Securities and Exchange Commission nor any state securities 
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a 
offense.

================================================================================
                                    PRICE TO THE       MAXIMUM       PROCEEDS TO
                                     PUBLIC      COMMISSIONS (1)      US (2)
--------------------------------------------------------------------------------
          Per Share                 $0.05              -0-             $0.05
--------------------------------------------------------------------------------
Total -2,000,000 shares (minimum)     $100,000           -0-           $100,000 
--------------------------------------------------------------------------------
     3,000,000 shares (maximum)      $150,000           -0-           $150,000
================================================================================

(1)   We are offering the shares directly through our officer and director. No  
    compensation will be paid to our officer and director in connection with
his efforts regarding the offer and the sale of our shares.         

(2)   Does not include estimated offering expenses of approximately $46,510.    

 The date of this prospectus is August 14, 2002.

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Prospectus Summary.............................................................3
Risk Factors...................................................................4
Cautionary Note Regarding Forward-Looking Statements .........................11
Use of Proceeds...............................................................12
Arbitrary Determination of Offering Price.....................................14
Dilution......................................................................14
Plan of Distribution .........................................................15
Plan of Operation.............................................................17
Our Business..................................................................19
Legal Proceedings.............................................................24
Directors, Executive Officers, Promoters and Control Persons..................24
Executive Compensation........................................................25
Security Ownership of Certain Beneficial Owners and Management................26
Market for Our Common Stock and Related Stockholder Matters...................26
Description of Securities.....................................................27
Interests of Named Experts and Counsel........................................28
Disclosure of Commission Position on Indemnification For                        
   Securities Act Liabilities.................................................28
Certain Relationships and Related Transactions................................28
Legal Matters.................................................................29
Experts.......................................................................29
Changes in and Disagreements with Accountants on Accounting and Financial       
   Disclosure.................................................................29
Financial Statements..........................................................30

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PROSPECTUS SUMMARY

   This summary contains a brief overview of material information about us
and the offering. Because it is only a summary, it does not contain all of the  
information that you should consider before purchasing our shares. You should   
read the entire prospectus, including the section titled "Risk Factors" and our 
financial statements and related notes, before making an investment decision to 
purchase any of the shares. Unless the context otherwise requires, reference to 
"us," "we," and "our" refer to Flagstick Ventures, Inc.                         

Our Company                                                                     

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 will continue to wholesale golf equipment and accessories to          
retailers. See "Plan of Operation."                                             

We maintain our executive offices at:                               

                         2394 41st Street S.W.
                         Naples, Florida 34116
                       Tel.: (941)352-7883

The Offering                                                                    

    We are offering a minimum of 2,000,000 shares and a maximum of 3,000,000
shares. We must sell at least 2,000,000 shares to consummate the offering.      
Pending the sale of the minimum number of shares, proceeds from the offering    
will be held in a non interest bearing escrow account. If at least 2,000,000    
shares are not sold by December 12, 2002, a date which is 120 days from the date
of this prospectus, the offering will terminate and the escrowed funds will be  
returned to the subscribers within three business days after the termination of 
the offering. The offering price is $0.05 per share. The offering price was     
arbitrarily determined by us.                                                   

    We will offer the shares for a period of up to 120 days from the date of
this prospectus unless all 3,000,000 shares are sold prior to that date. We will
conduct an initial closing of the offering ten days following the date on which 
we have sold at least 2,000,000 shares. Thereafter a closing will take place    
every two weeks ("Interim Closings") until the earlier of (i) December 12, 2002 
or (ii) the sale of all 3,000,000 shares offered at which time the offering will
terminate. See "Plan of Distribution-Method of Subscribing."                    

     We currently have 2,000,100 shares issued and outstanding. If we sell all
of the shares offered in this offering, we will have a total of 5,000,100 shares
issued and outstanding.                                                         

No Trading Market for Our Common Stock                                          

There is no trading market for our common stock and there can be no 
assurance that an active trading market will develop for our common stock. See  
"Market for Our Common Stock and Related Stockholder Matters."                  

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Use of Proceeds                                                                 

      We intend to use the proceeds from the offering to pay for the expenses of
the offering and for working capital expenditures. See "Use of Proceeds."       

RISK FACTORS

      An investment in shares of our common stock involves a high degree of risk
and should not be made by persons who cannot afford the loss of their entire    
investment. You should consider carefully the following risks before you decide 
to buy our common stock. Our business, financial condition or results of        
operations could be materially and adversely affected by any one or more of the 
following risks.                                                                

We have categorized the risk factors into two categories:           

o     Risks Pertaining to Us and Our Business; and      

o     Risks Pertaining to This Offering                 

 RISKS PERTAINING TO US AND OUR BUSINESS

Our limited operating history makes it difficult for you to assess our prospects
and for us to project with any certainty our future success.                    

We were organized 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 .        

Potential investors should consider our prospects in light of the   
following risks, expenses and uncertainties that may be encountered by          
development stage companies:                                                    

o     an evolving and unproven business model;                      

   o     management of an expanding business in a rapidly changing market;

 o     attracting new customers and maintaining customer satisfaction;

o     introducing new and enhanced services, products and alliances;

      o     maintaining our profit margins, notwithstanding price competition or
rising manufacturer prices;                             

o     the lack of long-term or firm commitments with our suppliers, 
manufacturers, and distributors; and                    

o     the limited current customers base.                           

To address these risks we must successfully:                        

      o     develop and extend relationships with manufacturers for merchandise;

o     implement an evolving and unproven business model;            

o     establish internal accounting systems and controls;           

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o     manage growth, if any;                                        

o     develop and manage an efficient distribution system;          

   o     develop and implement an efficient transaction processing system;
and                                                     

o     successfully develop and grow new markets.                    

  Because we will spend money on these initiatives before we receive any
revenue for our efforts, our losses will be greater than the losses that we     
would otherwise incur if we develop our business more slowly. In addition, we   
may find that these initiatives are more expensive than we currently anticipate.
Such an increase would further increase our losses. Moreover, the timing of such
expenses can contribute to fluctuations in our quarterly operating results. If  
we do not successfully manage these risks, our business will suffer. We cannot  
assure you that we will successfully address these risks or that our business   
strategy will be successful.                                                    

      Ultimately, if we are unable to implement our business plan or to generate
significant levels of revenues to permit us to attain profitability as a result 
of the risk factors we discuss in this prospectus or for any unforeseen reason, 
the value of our shares will be materially and adversely affected. This would in
all likelihood result in the loss of your investment.                           

Based upon our limited revenues since inception, we cannot assure you of        
generating a profit in the fiscal year ending March 31, 2003.                   

     We have generated an operating loss of ($65,187) from inception (April 4,
2001) to March 31, 2002. We cannot assure you of any operating results and we   
will likely experience large variations in quarterly operating results. In      
future quarters, our operating results may not meet public market analysts' and 
investors' expectations. If that happens, the price of our common stock may     
fall. Many factors can cause these fluctuations, including:                     

 o     the number, size, timing and scope of our projects;

o     customer concentration;                           

o     long and unpredictable sales cycles;              

o     contract terms of projects;                       

o     degrees of completion of projects;                

o     project delays or cancellations;                  

  o     competition for, retention and maximizing the use of
employees;                                  

    o     how well we estimate the resources we need to complete
projects;                                   

o     the integration of new business;                  

o     pricing changes in the industry;                  

    o     economic conditions that can effect the golf equipment
industry; and                               

  o     competition for and retention of existing customers.

     We expect to incur losses for the fiscal year ending March 31, 2003. As a
result, we will need to generate significant revenues and maintain reasonable   
expense levels to achieve profitability. Even if we achieve profitability, we   
may not be able to sustain or increase profitability on a quarterly or annual   
basis in the future.                                                            

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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 almost 100% of our current
revenues.                                                                       

     Our primary customer, Liquid Golf Corporation, a golf retailer, currently
represents virtually 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 guarantees the sales of merchandise for any period.                        

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

    We require substantial working capital to fund our business and may need
additional capital in the future in order to fully implement our business plan, 
especially if we seek to expand. We will likely experience negative cash flow   
from operations through December 31, 2002. We expect that if the minimum number 
of shares are sold, the net proceeds from this offering, together with our      
available funds, should be sufficient to meet our working capital needs for the 
next 12 months. If, however, we need to raise additional funds through the      
issuance of equity, equity-related or debt securities, your stock ownership     
percentage may be diluted. In addition, we cannot be certain that additional    
financing will be available to us. If we are unable to obtain adequate          
additional financing on reasonable terms, our operations will suffer and we may 
never become profitable.                                                        

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:                                   

     o     manufacturers representatives, distributors, and other wholesalers;
and                                                     

o     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                                                      

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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.    

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. See "Management Discussion and Analysis of Financial
Condition and Results of Operation."                                            

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                                                                  

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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.      

 RISKS PERTAINING TO THIS OFFERING

As our management has broad discretion with respect to the use of the net       
proceeds from this offering, you have no definitive information as to the       
application of the proceeds.                                                    

   Although we have specified the anticipated use of the proceeds from the
offering, we estimate that approximately 69% of the maximum proceeds, if all of 
the shares are sold, or approximately $103,500 will be used for working capital 
and general corporate purposes. Mr. Jones will have broad discretion as to the  
specific purposes for which the net proceeds will be used. Therefore, you have  
little information as to how our management will use a substantial portion of   
the net proceeds from this offering.                                            

      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.                                        

If a trading market develops for our shares, their value may be adversely       
impacted by fluctuations in the market as a result of factors beyond our        
control.                                                                        

   The price of our common stock after this offering may be lower than the
offering price you pay and may be volatile. Prior to this offering, our common  
stock has not been sold in a public market. If an active market for our stock   
develops, the trading price of our common stock may fluctuate widely as a result
of a number of factors, many of which are outside of our control. The stock     
market has experienced extreme price and volume fluctuations that have affected 
the                                                                             

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market prices of many companies, and which have often been unrelated or         
disproportionate to the operating performance of these companies. These broad   
market fluctuations could adversely affect the market price of our common stock.

A significant decline in our stock price could result in substantial
losses for our individual stockholders and could lead to costly and disruptive  
securities litigation. Moreover, if our stockholders sell substantial amounts of
our common stock in the public market following this offering, the trading price
of our common stock could fall. These sales also might make it more difficult   
for us to sell equity or equity-related securities in the future at a time and  
price that we deem appropriate.                                                 

The value and transferability of our shares may be adversely impacted by the    
Penny Stock Rules.                                                              

Holders of our common stock may experience substantial difficulty in
selling their securities as a result of the "penny stock rules" adopted by the  
Securities and Exchange Commission which restrict the ability of brokers to sell
certain securities of companies whose assets or revenues fall below the         
thresholds established by those rules.                                          

   Specifically, the penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange   
Commission, which specifies information about penny stocks and the nature and   
significance of risks of the penny stock market. Penny stocks generally are     
equity securities with a price of less than $5.00, other than securities        
registered on national securities exchanges or quoted on the Nasdaq Stock Market
system, provided that current price and volume information with respect to      
transactions in such securities is provided by the exchange or system. The      
broker-dealer also must provide the customer with 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. In addition, the penny stock rules  
require that prior to a transaction in a penny stock not otherwise exempt from  
those rules the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the          
purchaser's written agreement to the transaction. These disclosure requirements,
in our opinion, may have the effect of reducing the trading activity in the     
secondary market for a stock that becomes subject to the penny stock rules.     

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 will be outstanding upon completion
of this offering, 2,000,100 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 does not exceed the greater of 1% of the total number of

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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 2,000,100 shares owned 
by Mr. Jones, 100 shares became eligible for resale on April 4, 2002, and       
2,000,000 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.                                                              

Your ownership percentage may be diluted and your ability to influence corporate
actions diminished following this offering if we issue additional shares or     
options to purchase additional shares.                                          

  Immediately after the closing of this offering, we will have a maximum
aggregate of 5,000,100 shares of common stock outstanding if all the shares are 
sold; we will also have 44,999,900 shares of common stock authorized but        
unissued and not reserved for specific purposes. All of such unissued shares may
be issued without any action or approval of our stockholders. Any shares issued 
in the future would further dilute the percentage ownership of our common stock 
held by you.                                                                    

You may experience immediate dilution in the value of your shares following this
offering.                                                                       

      If you purchase shares in this offering, you will experience immediate and
substantial dilution in that the price you pay per share will be substantially  
greater than our net tangible book value per share, or the per share value of   
our assets after subtracting our liabilities. See "Dilution."                   

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 100%
(approximately 40% if all of the shares offered in the offering are sold) 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. 

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It may be difficult for you to dispose of, or obtain quotations as to the price 
of our common stock because there is no trading market for our common stock.    

Prior to this offering, there has been no established public trading
market for our common stock and it is possible that a public trading market for 
our common stock will not develop after the completion of this offering. We have
no arrangements or understandings with respect to a possible listing of our     
securities or the establishment of any market for our securities. Consequently  
you may find it difficult to dispose of, or to obtain quotations as to the price
of, our common stock.                                                           

The offering price of our shares was arbitrarily determined by us and bears no  
relationship whatsoever to any objective standard of value.                     

The initial public offering price of our shares has been arbitrarily
determined by us and does not bear any relationship to established valuation    
criteria such as assets, book value or prospective earnings. Among the factors  
considered by us were the proceeds to be raised by the offering, the lack of    
trading market, the amount of capital to be contributed by the public in        
proportion to the amount of stock to be retained by present stockholders and our
relative requirements.                                                          

If we successfully sell the minimum number of shares offered, you will be unable
to withdraw your funds.                                                         

     We will permit investors to withdraw their subscription funds at any time
prior to the sale of 2,000,000 shares. Once 2,000,000 shares have been sold, we 
will notify the Escrow Agent of our acceptance of the subscriptions for the     
shares sold and an initial closing will be conducted at which time proceeds from
the sale will be forwarded to us. Therefore, you will not have the right to     
withdraw your funds once we sell a minimum of 2,000,000 shares.                 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that plan for or anticipate the 
future, called "forward-looking statements." In some cases, you can identify    
forward-looking statements by terminology such as "may," "will," "should,"      
"could," "expects," "plans," "intends," "anticipates," "believes," "estimates," 
"predicts," "potential" or "continue" or the negative of such terms and other   
comparable terminology.                                                         

These forward-looking statements include statements about:          

o     our market opportunities;                                     

o     our strategies;                                               

o     our competition;                                              

    o     our expected activities and expenditures as we pursue our business
plan; and                                               

o     the adequacy of our available cash resources.                 

These statements appear in a number of places in this Prospectus and
include statements regarding our intent, belief or current expectations, those  
of our directors or officers with respect to, among other things:               

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    o     trends affecting our financial condition or results of operations,

o     our business and growth strategies,                           

o     the Internet and Internet commerce; and                       

o     our financing plans.                                          

      Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of        
activity, performance or achievements. Except as otherwise required by federal  
securities laws, we are under no duty to update any of the forward looking      
statements after the date of this Prospectus to conform them to actual results  
or to changes in our expectations. All forward-looking statements attributable  
to us are expressly qualified in their entirety by the previous cautionary      
statement.                                                                      

  The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar "forward looking statements" by existing public       
companies, does not apply to our offering because as this is our initial public 
offering, we are not yet a reporting issuer. In addition, the Private Securities
Litigation Reform Act of 1995 does not apply to us because our stock qualifies  
as "penny stock."                                                               

    You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with   
information that is different. This document may only be used where it is legal 
to sell these securities. The information in this document may only be accurate 
on the date of this document.                                                   

 USE OF PROCEEDS

      The shares are being offered directly by us on a best-efforts, all or none
basis with respect to the first 2,000,000 shares and on a best efforts basis    
with respect to the remaining 1,000,000 shares. Unless at least 2,000,000 shares
are sold by December 12, 2002 (which is 120 days of the date of this            
Prospectus), the offering will terminate and all of the funds received from     
subscribers by the date on which the offering is terminated will be returned to 
the prospective subscribers within three business days. The proceeds of the     
offering will be held in escrow until the earlier of the date on which (i) at   
least 2,000,000 shares are sold, or (ii) the offering is terminated. Therefore, 
in the event that a minimum of 2,000,000 shares are not sold, prospective       
investors funds may be held in escrow for as long as 120 days before they are   
returned by the escrow agent.                                                   

      If the minimum of 2,000,000 shares offered are sold, the gross proceeds of
this offering will be $100,000 and the net proceeds will be approximately       
$53,490. If the maximum of 3,000,000 shares offered are sold, the gross proceeds
of this offering will be $150,000 and the net proceeds will be approximately    
$103,490. We expect expenses of the offering, including, but not limited to,    
accounting fees and legal fees, to be approximately $46,510. These expenses will
be paid from the offering proceeds.                                             

    The following table sets forth our intended use of proceeds depending on
the number of shares sold:                                                      

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================================================================================
USE                              PROCEEDS AMOUNT        PROCEEDS AMOUNT         
--------------------------------------------------------------------------------
Offering Proceeds                $100,000               $150,000                
--------------------------------------------------------------------------------
Estimated Offering                                                              
Expenses                         $ 46,510               $ 46,510                
--------------------------------------------------------------------------------
Working Capital and              $ 53,490               $103,490                
General Corporate                                                               
Purposes                                                                        
================================================================================

As demonstrated in the table above, a substantial portion of the net
proceeds are not allocated for a specific purpose. Indeed, the net proceeds     
(following the payment of the offering expenses) will most likely be used for   
working capital and general corporate purposes such as payroll, rent expense and
other administrative and general expenses. In addition, the net proceeds will be
applied towards working capital in an effort to minimize our operating loss.    
While we currently intend to use the proceeds of this offering substantially in 
the manner discussed above, we reserve the right to reassign the use if, in the 
judgment of our board of directors, changes are necessary or advisable. At      
present, no material changes are contemplated. Should there be any material     
changes in the above projected use of proceeds in connection with this offering,
we will issue an amended Prospectus reflecting the same.                        

    Although we do not intend to raise a significant amount of funds in this
offering, we believe that by becoming a reporting issuer or a "public" company, 
we will be in a better position to implement our expansion strategy and to      
effect public debt financings in the future.                                    

   Although we could have voluntarily filed under the Exchange Act 1934 to
become such a reporting issuer, we believe that a registration statement filed  
under the Securities Act is more advantageous because it offers us the          
opportunity to raise funds needed to satisfy the costs of becoming a reporting  
issuer.                                                                         

It may be necessary for us to incur some administrative costs for   
preparation and filings of periodic reports with the Securities and Exchange    
Commission, the amount of which is not expected to be more than $15,000 through 
December 31, 2002. It is expected that these costs would be paid from existing  
working capital and cash flow from operations.                                  

     The amounts and timing of our actual expenditures will depend on numerous
factors, including marketing and sales activities, and the growth of our        
customer base. We may find it necessary to use portions of the net proceeds for 
other purposes. We believe that cash from operations, together with the net     
proceeds of the sale of the minimum number of shares offered in this offering   
will be adequate to fund our operations for the next 12 months.                 

   Pending these uses, we intend to invest our net proceeds in short-term,
investment grade securities, at prevailing market rates of interest.            

No portion of the proceeds of the offering will be paid to officers,
directors and/or any of their respective affiliates as compensation for the     
offer and sale of the shares.                                                   

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 ARBITRARY DETERMINATION OF OFFERING PRICE

The initial offering price of $0.05 per share has been arbitrarily  
determined by us, and bears no relationship whatsoever to our assets, earnings, 
book value or any other objective standard of value. Among the factors          
considered by us in determining the initial offering price were:                

*     The lack of trading market                                                

*     The proceeds to be raised by the offering                                 

*     The amount of capital to be contributed by the public in proportion to the
amount of stock to be retained by present stockholders              

DILUTION

  The difference between the public offering price per share and the pro
forma net tangible book value per share of our common stock after this offering 
constitutes the dilution to investors in this offering. Net tangible book value 
per share is determined by dividing our net tangible book value (total tangible 
assets less total liabilities) by the number of outstanding shares of common    
stock. Dilution arises mainly from the arbitrary decision by us as to the       
offering price per share. Dilution of the value of the shares purchased by the  
public in this offering will also be due, in part, to the lower book value of   
the shares presently outstanding, and in part, to expenses incurred in          
connection with the public offering.                                            

  Net tangible book value is the net tangible assets of a company (total
assets less total liabilities and intangible assets; please refer to "Financial 
Statements"). At March 31, 2002, we had a net tangible book value of $ (33,305) 
or $ (0.02) per share.                                                          

 After giving effect to the sale of the minimum number of shares being
offered (2,000,000) at an initial public offering price of $.05 per share and   
after deducting estimated expenses of this offering ($46,510), our adjusted net 
tangible book value at March 31, 2002 would have been $20,185 or $0.01,         
representing an immediate increase in net tangible book value of $0.02 per share
to the existing shareholders and an immediate dilution of $ 0.04 per share to   
new investors.                                                                  

    After giving effect to the sale of all 3,000,000 shares being offered at
an initial public offering price of $.05 per share and after deducting estimated
expenses of this offering ($46,510), our adjusted net tangible book value at    
March 31, 2002 would have been $70,185 or $0.01 per share, representing an      
immediate increase in net tangible book value of $0.02 per share to the existing
shareholders and an immediate dilution of 0.04 per share to new investors.      

 The following table illustrates the above information with respect to
dilution to new investors on a per share basis from the sale of the minimum     
number of shares (2,000,000) and the maximum number of shares (3,000,000):      

                                                        [Enlarge/Download Table]

Number of shares sold:                                                    2,000,000  3,000,000
                                                                          ---------  ---------
                                                                                              
Initial public offering price                                               $  0.05   $   0.05
Pro forma net tangible book value at March 31, 2002                          20,185     70,185
Increase in pro forma net tangible book value attributed to new investors    53,490    103,490

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                                                                [Download Table]
                                                                               
Adjusted pro forma net tangible book value per share after offering  0.01  0.01
Dilution to new investors                                            0.04  0.04

      The following table sets forth, on a pro forma basis as of March 31, 2002,
with respect to our existing stockholders and new investors, a comparison of the
number of shares of common stock we issued, percentage ownership of those       
shares, the total consideration paid, the percentage of consideration paid and  
the average per share.                                                          

                                                        [Enlarge/Download Table]

                           Shares Purchased      Total Consideration                  
                        ---------------------   --------------------                  
                        Average                                                       
                        Number     Percentage   Amount     Percentage  Price per Share
                        ------     ----------   ------     ----------  ---------------
                                                                                      
Existing shareholders  2,000,100         40%   $ 15,362          9%       $.010       
New investors          3,000,000         60%    150,000         91%        .050       

Total                  5,000,100      100.0%   $165,362      100.0%       $.030*      

* Average and per share.                                                        

PLAN OF DISTRIBUTION

The Offering                                                                    

   We offer the right to subscribe for up to 3,000,000 shares at $0.05 per
share. We must sell at least 2,000,000 shares to consummate the offering. We    
propose to offer the shares directly on a best efforts, all or none basis with  
respect to the initial 2,000,000 shares and on a best efforts basis with respect
to the remaining 1,000,000 shares. The shares will be sold on a first           
come--first serve basis. No compensation is to be paid to any person for the    
offer and sale of the shares. Mr. Jones will distribute Prospectuses related to 
this offering. We estimate that approximately 200 Prospectuses will be          
distributed by him. He intends to distribute Prospectuses to acquaintances,     
friends and business associates.                                                

Any changes in the offering's material terms after the registration 
statement's effectiveness will terminate the original offer and subscribers     
would then be entitled to a refund. Material changes include an extension of the
offering period beyond the 120 days currently contemplated, a change in the     
offering price, a change in the amount of proceeds necessary to release the     
proceeds in escrow and changes in the Application of Proceeds.                  

    Our sole officer and director has the right, but is under no obligation,
to purchase up to 100,000 shares in this offering for investment purposes and   
not for resale. Such shares would be applied towards the offering's sales       
requirement.                                                                    

    Although Mr. Jones is an " associated person" as that term is defined in
Rule 3a4-1 under the Exchange Act, he will deemed not to be a broker for the    
following reasons:                                                              

   *     He is not subject to a statutory disqualification as that term is
          defined in Section 3(a)(39) of the Exchange Act at the time of his
participation in the sale of our securities.            

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     *     He will not be compensated for his participation in the sale of our
           securities by the payment of commission or other remuneration based
    either directly or indirectly on transactions in securities.

     *     He is not an associated person of a broker or dealer at the time of
his participation in the sale of our securities.        

*     He will meet all of the following conditions:                 

          *     Mr. Jones primarily performs, and will perform at the end of
         the offering, substantial duties for or on our behalf
                 otherwise than in connection with transactions in securities;
and                                         

          *     Mr. Jones is not a broker or dealer, or an associated person
              of a broker or dealer, within the preceding 12 months; and

      *     Mr. Jones has not participated in selling an offering of
                  securities for any other issuer more than once every 12 months
                 other than in reliance on paragraphs (a)(4)(i) or (a)(4)(iii)
of Rule 3a4-1 under the Exchange Act.       

    As of the date of this Prospectus, no broker has been retained by us for
the sale of shares being offered. In the event a broker who may be deemed an    
underwriter is retained by us, an amendment to our registration statement will  
be filed.                                                                       

     The following table sets forth an itemization of various expenses, all of
which we will pay, in connection with the sale and distribution of the          
securities being registered. All of the amounts shown are estimates, except the 
Securities and Exchange Commission registration fee.                            

                                                                    Amount

Registration Fee                                                   $        9.20
Printing                                                                5,000.00
Legal Fees and Expenses                                                30,000.00
Accounting Fees and Expenses                                            5,000.00
Transfer Agents and Registrars Fees                                     1,500.00
Blue Sky Fees                                                           2,500.00
Miscellaneous                                                           2,500.00
                           TOTAL                                   $   46,509.20

Method of Subscribing                                                           

      You may subscribe by filling in and signing the subscription agreement and
delivering it, prior to the expiration date, to us. The subscription price of   
$0.05 per share must be paid in cash or by check, bank draft or postal express  
money order payable in United States dollars to the order of "Eiseman Levine    
Lehrhaupt & Kakoyiannis, P.C., as Escrow Agent" and delivered to us with the    
subscription agreement. We reserve the right to reject any subscription in whole
or in part in our sole discretion for any reason whatsoever notwithstanding the 
tender of payment at any time prior to our acceptance of the subscriptions      
received.                                                                       

      The funds received from the subscribers will be held by our legal counsel,
Eiseman Levine Lehrhaupt & Kakoyiannis, P.C., as Escrow Agent, in a non interest
bearing account until at least 2,000,000 shares have been sold. Once 2,000,000  
shares have been sold and we notify the Escrow Agent in writing of our          
acceptance of the subscriptions for the shares sold, an initial closing will be 
conducted within ten days at which time proceeds from the sale will be forwarded

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to us. Thereafter, a closing will take place every two weeks ("Interim          
Closings") through the balance of the offering period at which proceeds will be 
forwarded to us. If at least 2,000,000 shares are not sold by December 12, 2002 
(a date which is 120 days from the date of this Prospectus), the offering will  
terminate and all of the funds received from subscribers will be returned to the
respective subscribers within three business days following the termination of  
the offering. We will permit the investors to withdraw their subscription funds 
at any time prior to the sale of 2,000,000 shares. However, investors will not  
have the right to withdraw their funds once we sell a minimum of 2,000,000      
shares. Following each closing of the offering, we anticipate distributing the  
shares to investors within three business days of such closing.                 

Expiration of the Offering                                                      

     This offering will terminate on the earlier to occur of December 12, 2002
[a date that is 120 days from the date of this Prospectus] or the date on which 
all of the shares have been sold.                                               

 PLAN OF OPERATION

    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 2,000,000 shares of our common stock. See footnote 6 of
our Consolidated Financial Statements. Prior to that date, Mr. Jones conducted  
the business as a sole proprietorship.                                          

In General                                                                      

Through 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.   

Results of Operations                                                           

For the period of inception (April 4, 2001) to March 31, 2002                   

For the period of inception (April 4, 2001) to March 31, 2002, the  
wholesale business generated revenues of $363,106 , as compared to revenues of  
$666,879 earned by our predecessor, A and Z Golf, for the twelve month period   
ended March 31, 2001. The 45% decrease in revenues can be attributed to a       
reduction in orders from our client. We reported a gross profit of $6,196 for   
the year ended March 31, 2002 as compared to our predecessor, Jeff A. Jones     
D/B/A A and Z Golf that reported a negative gross profit of $7,296 for the      
twelve month period ended March 31, 2001. This operating result, for our        
predecessor, is due to providing our customers with limited amounts of          
merchandise at prices below cost. These sales are occasioned by the client      
requesting merchandise that could not be obtained from supplier channels that   
provide us with competitive pricing. To service the client, merchandise was sold
at a price the                                                                  

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client could obtain from another wholesaler with better supplier channels. This 
policy is under review and beginning in May, 2002 we will no longer offer these 
terms.                                                                          

      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 fiscal years 2003 and 2004.                              

      Our general and administrative expenses for the period of April 4, 2001 to
March 31, 2002 were $71,383 as compared to the general and administrative       
expenses of $45,597 incurred by our predecessor, A and Z Golf, for the twelve   
month period ended March 31, 2001. This 57% increase in general and             
administrative expenses can be almost entirely attributed to the increase in    
professional fees incurred by us. Such professional fees were $24,780, comprised
of legal and accounting expenses in connection with the preparation and filing  
of our registration statement on Form SB-2.                                     

  For the period of inception through March 31, 2002, we sustained a net
loss of $65,187.                                                                

Liquidity and Capital Resources                                                 

 Our auditors have expressed in their report that there is substantial
doubt about our ability to continue as a going concern.                         

We believe that over the next twelve months, our operations will be 
sustained by our cash flow from operations and capital financing. 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 have no commitment to sell the minimum number of shares offered in this
offering. As at March 31, 2002, we had a cash position of $8,631. If we are not 
successful in completing this offering, we expect our cash reserves and cash    
flow from operations to satisfy our cash requirements for the next 6 months     
depending on the level of cost savings actions put in place. Our cost saving    
plans include the reduction or elimination of salary payable to Jeff Jones and  
the reduction of our rent costs by agreement with Mr. Jones. At the end of such 
time, we will make a determination as to our future plans after assessing the   
continued viability of our business plan based on our ability to raise          
additional funds. Should we require significant additional financial resources  
for future expansion, we may seek to obtain it through public or private equity 
offerings. If we seek to obtain additional funding, there can be no assurance   
that we will be successful in raising a sufficient amount of additional capital.
If we are unable to generate the required amount of additional capital, our     
ability to meet our obligations and to continue our operations may be adversely 
affected. No specific plans exist for such financings at this time.             

   If we are successful in selling the minimum number of shares offered in
this offering, based on our cost projections, we expect our current cash        
reserves and the proceeds from this offering to satisfy our cash requirements   
for the next 12 months without the implementation of any cost saving actions.   

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If we are successful in selling all of the shares offered in this   
offering, based on our cost projections, we expect our cash reserves and the    
proceeds from this offering to satisfy our cash requirements for 24 months.     

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 retailers 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 primary customer, a golf retailer, Liquid Golf, currently represents
virtually 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. See "Plan of   
Operation-Competition."                                                         

      As of March 31, 2002, we had no employees. Our subsidiary A & Z Golf Corp.
has one employee, Jeff Jones, who is also our sole officer, director and        
shareholder.                                                                    

OUR BUSINESS

Industry Overview                                                               

      The Golf Industry: Golf-related consumer spending reached $22.2 billion in
1999, according to a recent study by the National Golf Foundation (NGF). The    
report, Golf Consumer Spending in the U.S/2000 Edition, shows that green fees   
and dues (at both public and private golf courses) accounted for 73% of spending
($16.3 billion), followed by golf club purchases with 11% of spending ($2.5     
billion). Soft goods ranked third with 4% of spending ($979 million). Also      
included in the report are golf ball purchases and range ball rentals (on-course
and stand-alone).                                                               

   While fees were up by approximately 3% over the 1998 figures, equipment
sales were down by 2%. Breaking it down by player segments, Avid golfers (25+   
rounds annually) make up                                                        

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the smallest player segment (25%), but account for 53% of all golf-related      
spending. The average Avid golfer spent $222 on clubs, while a Moderate player  
(8 to 24 rounds annually) spent $118 on average for clubs. The Occasional golfer
(less than 8 rounds annually) spent a mere $16.                                 

   Overall, golf club spending was down 6.6% from 1998 purchases, but club
sales are expected to rebound this year and next as the replacement cycle for   
clubs (particularly titanium woods) sends golfers shopping. Soft goods spending,
which includes bags, gloves and shoes, was also down (3.7%).                    

  We believe that the popularity of golf and sales of golf equipment and
related merchandise will rise in the future due to the increasing interest in   
golf of the aging "baby boom" population and the increase in junior golfers.    

 Golf retailing channels. Golf equipment and apparel is generally sold
through small format sporting goods retailers, large format sporting goods      
retailers and mass merchandisers.                                               

The Market Opportunity                                                          

   Clearly, golfers are an appealing demographic group, in terms of income
and purchasing power, to target as a business opportunity. The numerous         
retailers, large and small, that serve this market are our potential customers. 
To date, our business has only availed itself of a small portion of this market;
i.e., revenue derived primarily from the wholesale of products to retail        
companies. We believe that we have a considerable opportunity to tap into a     
larger share of this wholesale market.                                          

Business Strategy                                                               

      Our business strategy is to avail ourselves of our management's experience
and relationships in the golf industry to grow our business as a wholesaler. Our
goal is to add new clients through the sales efforts of our staff and expand our
product offering by adding to our supplier base.                                

The principal elements of our business strategy are:                

o     Expanding and developing strategic industry relationships. Our
         management has experience in the world of golf. Our current Chief
       Executive Officer and President, Jeff Arthur Jones, has 9 years
          experience as an assistant golf professional with proven abilities
            including merchandising, personnel management, inventory control and
        related administrative responsibilities. Mr. Jones has developed
       contacts within the golf industry that will give our company an
opportunity to extend its relationships with suppliers, 
            distributors, golf professionals, the media and others active in the
  golf industry. We believe that these relationships give us
            credibility in the market place and access to golf industry markets.

    o     New client solicitation. The addition of new clients will increase
           our sales potential and reduce reliance on our client for revenues.

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     o     Expansion of product offerings. By adding new suppliers, we will be
  able to offer more products to our client and increase the
            opportunity to obtain new clients. This will also help to retain and
          increase revenues from our client, while providing the opportunity
to improve sales to new clients.                        

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 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.                                                       

Customer Service                                                                

     Customer service and satisfaction are important facets to our success and
business strategy. Since virtually 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.                                                            

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. Upon completion of this                                         

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offering, Mr. Jones will direct his efforts towards direct contact of potential 
customers and developing relationships with new suppliers.                      

     During the next twelve months, we will rely exclusively upon Mr. Jones to
maintain sales activity with our client. During this period, Mr. Jones will use 
personal contact via mail correspondence, telephone and individual contact to   
develop new customers and suppliers. Mr. Jones is relied upon to provide all    
sales support. As new products become available from new or existing suppliers, 
Mr. Jones will be 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.                                                       

Competition                                                                     

      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:                                                                      

o     the success of sales and marketing efforts;                   

o     the performance and reliability of our services;              

o     the price of our products; and                                

o     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.     

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Key Customer                                                                    

    Our current customer base is a single account that contributes virtually
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 Facilities                                                                  

    We currently do not own any facilities or equipment. We currently occupy
space in the residence of our President, Jeff Jones at 2394 41st Street S.W.,   
Naples, Florida 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.                                   

Employees                                                                       

    We currently have no employees. Our subsidiary, A & Z Golf Corp. has one
employee, Jeff Jones. Mr. Jeff Jones, our sole officer and director, currently  
manages us and our subsidiary. We look to Mr. Jones for his entrepreneurial     
skills and talents. For a complete discussion of Mr. Jones' experience, please  
see "Directors and Executive Officers." 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.                                 

Additional Information About Us and Reports To Security Holders                 

  We have filed with the Securities and Exchange Commission, Washington,
D.C. 20549, a Registration Statement on Form SB-2 under the Securities Act with 
respect to the common stock offered by this Prospectus. This Prospectus, which  
is part of the registration statement, does not contain all of the information  
set forth in the registration statement and the exhibits and schedules to the   
registration statement. For further information, with respect to us and the     
common stock offered by this Prospectus, reference is made to the registration  
statement and the exhibits and schedules filed as a part of the registration    
statement.                                                                      

We intend to send an annual report, including audited financial     
statements, to our shareholders.                                                

     We will also file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission. You may read 
and copy any reports, statements or other information on file at the Securities 
and Exchange Commission's Public Reference Room, located at 450 Fifth Street,   
N.W., Washington, D.C. 20549. You may                                           

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obtain information on the operation of the Public Reference Room by calling the 
Securities and Exchange Commission at 1-800-SEC-0330. You may also request      
copies of these documents, for a copying fee, by writing to the Securities and  
Exchange Commission.                                                            

      Our registration statement can be reviewed by accessing the Securities and
Exchange Commission's Internet site at http://www.sec.gov, which contains       
reports, proxy and information statements and other information regarding       
registrants that file electronically with the Securities and Exchange           
Commission.                                                                     

    You should rely only on the information contained in this Prospectus. We
have not authorized anyone to provide prospective investors with any different  
or additional information. This Prospectus is not an offer to sell nor is it    
seeking an offer to buy these securities in any jurisdiction where the offer or 
sale is not permitted. The information contained in this Prospectus is correct  
only as of its date, regardless of the time of the delivery of this Prospectus  
or any sale of these securities.                                                

 LEGAL PROCEEDINGS

     Neither we nor our property are a party to any pending legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

      Our director(s), executive officer(s) and other key employee(s), and their
ages, as of August 7, 2002 are as follows:                                      

Name              Age      Positions held with Us               Since           
----              ---      ----------------------               -----           

Jeff Jones        31       CEO, President and Director          April 4, 2001   

    Our director is currently serving a term of office until the next annual
meeting of shareholders 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.                                                                     

      The following represents a summary of the business history of our director
and executive officer for the last five years:                                  

     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.                             

   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 the date of this Prospectus, no director has                                 

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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. We do not have any standing committees at this time.        

    During the past five years our director, executive officer, promoter and
control person was not:                                                         

(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.                                 

EXECUTIVE COMPENSATION

      The following summary compensation table reflects all compensation awarded
to, earned by, or paid to our Chief Executive Officer and President for all     
services rendered to us or our subsidiary in all capacities from inception      
(April 4, 2001) through March 31, 2002.                                         

    ----------------------------------------------------------------------------
Summary Compensation Table                                              
    ----------------------------------------------------------------------------
                                                             All Other
                                                            Annual
 Name and Principal Position      Year    Salary     Bonus    Compensation
    ----------------------------------------------------------------------------
Jeff Arthur Jones                2002*   $23,338    $ 0          $ 0    
CEO, President                                                          
    ----------------------------------------------------------------------------

*Our fiscal year end is March 31.                                       

   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                                                               

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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.     

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of August 7, 2002 the beneficial  
ownership of common stock of each person known to us who owns more than 5% of   
our issued and outstanding common stock and of our directors, executive officers
and significant employees.                                                      

                                                                [Download Table]

============================================================================
NAME AND             AMOUNT AND                                   PERCENTAGE
ADDRESS              NATURE OF                   PERCENTAGE       OWNERSHIP 
OF BENEFICIAL        BENEFICIAL   PERCENTAGE     OWNERSHIP IF     IF MAXIMUM
OWNER                OWNERSHIP    OWNERSHIP      MINIMUM IS SOLD  IS SOLD   
----------------------------------------------------------------------------
                                                                            
Jeff Arthur Jones    2,000,100    100%            50%             40%       
2394 41st Street                                                            
Naples, Florida                                                             
34116                                                                       
----------------------------------------------------------------------------
All directors,       2,000,100    100%            50%             40%       
executive                                                                   
offices as a                                                                
group (1 person)                                                            
============================================================================

 MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market for our Common Stock                                                     

      There has been no trading market for our common stock. If a trading market
does in fact develop for the common stock offered in this Prospectus, there can 
be no assurance that it will be sustained. To the extent that a trading market  
develops at all, it will most likely be the NASD OTCBB. The ability of a NASD   
member firm to continue to quote prices for trading of our common stock on the  
NASD OTCBB will be conditioned upon our meeting and maintaining the criteria for
continued listing. If we are unable to satisfy the exchange maintenance criteria
in the future, our common stock may be deleted from the OTCBB. In such event,   
trading, if any, in our common stock, would thereafter be conducted in the      
over-the-counter market in the so-called "pink sheets". As a consequence of such
deletion, an investor would likely find it more difficult to dispose of, or to  
obtain quotations as to, the price of our common stock.                         

There is currently one holder of our outstanding common stock. The  
outstanding common stock was sold in reliance upon an exemption from            
registration contained in Section 4(2) of the Securities Act. There can be no   
assurance that a trading market will develop. To date, neither we nor anyone    
acting on our behalf has taken any affirmative steps to retain or encourage any 
broker/dealer to act as a market maker for our common stock. Further, there have
been no discussions or understandings, preliminary or otherwise, between us or  
anyone acting on our behalf and any market maker regarding the participation of 
any such market maker in the future trading market, if any, for our common      
stock.                                                                          

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   There are no outstanding options or warrants to purchase, or securities
convertible into, our common equity. The 2,000,100 shares of our common stock   
currently outstanding are restricted securities as that term is defined in the  
Securities Act of 1933.                                                         

   As of the date of this Prospectus, 2,000,100 shares of our common stock
will be eligible for sale in accordance with Rule 144. All of the currently     
outstanding shares of our common stock are "restricted securities" as that term 
is defined under Rule 144, in that those shares were issued in private          
transactions not involving a public offering and may not be sold in the absence 
of registration other than in accordance with Rule 144, 144(k) or 701           
promulgated under the Securities Act of 1933 or another exemption from          
registration.                                                                   

 Sales of substantial amounts of our common stock under Rule 144, this
Prospectus or otherwise could adversely affect the prevailing market price of   
our common stock and could impair our ability to raise capital through the      
future sale of our securities.                                                  

    We have not declared any dividends since inception, and do not currently
intend to pay cash dividends on our common stock in the foreseeable future. See 
"Description of Securities--Dividends."                                         

 DESCRIPTION OF SECURITIES

 Our authorized capital consists of 50,000,000 shares of common stock,
$.0001 par value of which 2,000,100 are issued and outstanding. The following   
description of our securities is qualified in its entirety by reference to our  
Certificate of Incorporation and Certificate of Amendment to the Certificate of 
Incorporation, copies of which are available upon request.                      

Common Stock                                                                    

 Each share of common stock is entitled to one vote at all meetings of
shareholders. All shares of common stock are equal to each other with respect to
liquidation rights and dividend rights. There are no preemptive rights to       
purchase any additional shares of common stock. The Articles of Incorporation   
prohibit cumulative voting in the election of directors. In the event of our    
liquidation, dissolution or winding up, holders of shares of common stock will  
be entitled to receive on a pro rata basis all of our assets remaining after    
satisfaction of all liabilities and all liquidation preferences, if any, granted
to holders of our preferred stock.                                              

   All shares of common stock which are the subject of this offering, when
issued, will be fully paid for and non-assessable, with no personal liability   
attaching to their ownership. The holders of shares of our common stock do not  
have cumulative voting rights, which means that the holders of more than 50% of 
the outstanding shares, voting for the election of directors, can elect all of  
our directors if they so choose and, in that event, the holders of the remaining
shares will not be able to elect any of our directors.                          

Transfer Agent                                                                  

     Currently, we are acting as our own transfer agent and registrant for our
common stock. Upon completion of the offering we will engage Stocktrans, Inc. to
act as our transfer agent. Its                                                  

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address is 7 E. Lancaster Avenue, Ardmore, Pennsylvania 19003 and the telephone 
number is (610) 649-7300.                                                       

Dividends                                                                       

   We have not declared any dividends since inception, and have no present
intention of paying any cash dividends on our common stock in the foreseeable   
future. The payment of dividends in the future rests within the discretion of   
our board of directors and will depend, among other things, upon our earnings,  
capital requirements and, financial condition, as well as other relevant facts. 

 INTEREST OF NAMED EXPERTS AND COUNSEL

 Neither our auditors nor legal counsel own any of our common stock.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

   Insofar as indemnification for liabilities arising under the Securities
Act of 1993 may be permitted to our directors, officers and controlling persons 
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is   
against public policy as expressed in the Securities Act and is, therefore,     
unenforceable. In the event that a claim for indemnification against these      
liabilities (other than our payment of expenses incurred or paid by a director, 
officer or controlling person in the successful defense of any action, suit or  
proceeding) is asserted by a director, officer or controlling person in         
connection with the securities being registered, we will, unless in the opinion 
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by  
us is against public policy as expressed in the Securities Act and will be      
governed by the final adjudication of such issue.                               

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   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 2,000,000 shares. The shares were issued in exchange for           
receivables that originated from Mr. Jones' sole proprietorship valued at       
$.00763 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.                                            

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 LEGAL MATTERS

     The legality of the securities we are offering by this Prospectus will be
passed on by our legal counsel Eiseman Levine Lehrhaupt & Kakoyiannis, P.C., 845
Third Avenue, New York, New York 10022.                                         

 EXPERTS

Our financial statements included in this Prospectus and in the     
registration statement have been examined by Berenfeld, Spritzer, Shechter &    
Sheer, independent certified public accountants, and are included in this       
Prospectus and in the registration statement in reliance upon the report of such
firm given on their authority as experts in accounting and auditing.            

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with our auditors.   

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 FLAGSTICK VENTURES, INC. & SUBSIDIARY
 JEFF A JONES D/B/A A AND Z GOLF (PREDECESSOR)

 TABLE OF CONTENTS

FINANCIAL STATEMENTS                                                            

Independent Auditors' Reports ................................................31

Balance Sheet ................................................................33

Statements of Operations .....................................................34

Statement of Proprietorship's Capital and Statement of Stockholder's            
        Deficit ..............................................................35

Statements of Cash Flows .....................................................36

Notes to Financial Statements ................................................37

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INDEPENDENT AUDITORS' REPORT

To the Stockholder and Board of Directors                                       
Flagstick Ventures, Inc. and Subsidiary                                         
2394 41 Street SW                                                               
Naples, FL 34116                                                                

We have audited the accompanying balance sheet of Flagstick Ventures, Inc. and  
Subsidiary, as of March 31, 2002 and the related statements of operations,      
stockholder's 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 auditing standards generally accepted 
in the United States of America. 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 the audit provides a reasonable    
basis for our opinion.                                                          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Flagstick Ventures, Inc. and   
Subsidiary as of March 31, 2002 and the results of its operations and its cash  
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.                                       

The accompanying financial statements have been prepared assuming the Company   
will continue as a going concern. As discussed in note 2 to the financial       
statements, the Company has suffered recurring losses from operations and has a 
net capital deficiency, which raise substantial doubt about its ability to      
continue as a going concern. Management's plans in regards to these matters are 
also discussed in Note 2. The financial statements do not include any           
adjustments that might result from the outcome of this uncertainty.             

/s/ Berenfeld, Spritzer, Shechter  & Sheer                                      

BERENFELD, SPRITZER, SHECHTER & SHEER                                           

May 17, 2002                                                                    
Miami, Florida                                                                  

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INDEPENDENT AUDITORS' REPORT

To Mr. Jeff A Jones d/b/a                                                       
A and Z Golf                                                                    
2394 41 Street SW                                                               
Naples, FL 34116                                                                

We have audited the accompanying statements of operations, proprietor's capital,
and cash flows of Jeff A Jones d/b/a A and Z Golf (a proprietorship) for the    
twelve months ended March 31, 2001. 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 auditing standards generally accepted 
in the United States of America. Those standards require that we plan and       
perform the audit to obtain reasonable assurance about whether the statements of
operations, proprietor's capital, and cash flows are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the statements of operations, proprietor's       
capital, and cash flows. An audit also includes assessing the accounting        
principles used and significant estimates made by management, as well as        
evaluating the overall presentation of the statements of operations,            
proprietor's capital, and cash flows. We believe that our audit provides a      
reasonable basis for our opinion.                                               

In our opinion, the statements of operations, proprietor's capital, and cash    
flows referred to above present fairly, in all material respects, the results of
operations and cash flows of Jeff A Jones d/b/a/ A and Z Golf for the twelve    
months ended March 31, 2001 in conformity with accounting principles generally  
accepted in the United States of America.                                       

/s/ Berenfeld, Spritzer, Shechter  & Sheer                                      

BERENFELD, SPRITZER, SHECHTER & SHEER                                           

May 17, 2002                                                                    
Miami, Florida                                                                  

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FLAGSTICK VENTURES, INC & SUBSIDIARY
 BALANCE SHEET
AS OF MARCH 31, 2002

ASSETS

CURRENT ASSETS:                                                                 

 Cash                                                                 $  8,631
                                                                      --------

Total Current Assets                                                      
                                                                         8,631
                                                                      --------

TOTAL ASSETS                                                           $  8,631 
                                                                      ========

 LIABILITIES AND STOCKHOLDER'S DEFICIT

CURRENT LIABILITIES:                                                            

 Accrued expenses                                                       39,504
                                                                      --------

Total Current Liabilities                                                 
                                                                        41,936
                                                                      --------

STOCKHOLDER'S DEFICIT:                                                          

Common stock, $0.0001 par value,                                              
50,000,000 shares authorized,                                             
2,000,100 shares issued and                                               
  outstanding                                                              200

Additional paid-in-capital                                              31,682

 Accumulated Deficit                                                    (65,187)
                                                                      --------

  Total Stockholder's Deficit                                           (33,305)
                                                                      --------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                            $  8,631 
                                                                      ========

 The accompanying notes are an integral part of these financial statements

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 FLAGSTICK VENTURES, INC. & SUBSIDIARY
 JEFF A JONES D/B/A A AND Z GOLF (PREDECESSOR)

STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                            Flagstick      Jeff A Jones 
                                                          Ventures, Inc.       D/B/A    
                                                           & Subsidiary     A and Z Golf
                                                           ------------     ------------
                                                          April 4, 2001    Twelve Months
                                                                to            Ended     
                                                          March 31, 2002  March 31, 2001
                                                          --------------  --------------
                                                                                        
SALES                                                       $   363,106     $   666,879 
                                                            -----------     ----------- 

COST OF SALES                                                   356,910         674,175 
                                                            -----------     ----------- 

GROSS PROFIT                                                      6,196          (7,296)
                                                            -----------     ----------- 

GENERAL AND ADMINISTRATIVE EXPENSES:                                                    

   Payroll and related expenses                                  40,015          40,015 
   Professional fees                                             27,280           2,500 
   Rent                                                           3,000           3,000 
   Other General & Administrative expenses                        1,088              82 
                                                            -----------     ----------- 

      Total  Expenses                                            71,383          45,597 
                                                            -----------     ----------- 

NET LOSS                                                    $   (65,187)    $   (52,893)
                                                            ===========     =========== 

LOSS PER SHARE - BASIC AND DILUTED                          $     (0.04)    $        -- 
                                                            ===========     =========== 

WEIGHTED AVERAGE NUMBER OF COMMON                                                       
    SHARES OUTSTANDING - BASIC AND DILUTED                    1,661,211              -- 
                                                            ===========     =========== 

PRO-FORMA LOSS PER SHARE - BASIC AND DILUTED (Unaudited)    $        --     $     (0.03)
                                                            ===========     =========== 

PRO-FORMA WEIGHTED AVERAGE NUMBER OF COMMON                                             
    SHARES OUTSTANDING - BASIC AND DILUTED (Unaudited)               --       1,661,211 
                                                            ===========     =========== 

 The accompanying notes are an integral part of these financial statements

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 JEFF A JONES D/B/A A AND Z GOLF (PREDECESSOR)
PROPRIETORSHIP'S CAPITAL
FOR THE TWELVE MONTHS ENDED MARCH 31, 2001

Balance, April 1, 2000                                                 $  9,725 

     Capital contribution - imputed salary                              40,015

     Capital contribution - imputed rent                                 3,000

      Net loss                                                          (52,893)
                                                                      --------

Balance, March 31, 2001                                                    (153)
                                                                      ========

Pro-Forma Activities (Unaudited):                                               

      Cash distribution to Flagstick Ventures, Inc.                      (2,347)

     Professional fees assumed by Flagstick Ventures, Inc.               2,500
                                                                      --------

Pro-Forma Balance, March 31, 2001 (Unaudited)                                -- 
                                                                      ========

 FLAGSTICK VENTURES, INC. AND SUBSIDIARY
STATEMENT OF STOCKHOLDER'S DEFICIT
 FOR THE PERIOD FROM INCEPTION (APRIL 4, 2001) TO MARCH 31, 2002

                                                        [Enlarge/Download Table]

                                                           COMMON STOCK       ADDITIONAL                      
                                                      ---------------------     PAID-IN     NET               
                                                      SHARES         AMOUNT     CAPITAL     LOSS      TOTAL   
                                                      ------         ------     -------     ----      -----   
                                                                                                              
Balance, April 1, 2000                                     --       $     --   $     --   $     --   $    --  

 Restricted common stock issued to                                                                            
  related party valued at $1 per share                    100                       100                  100  

 Restricted common stock issued to related party                                                              
  valued at $.00763 per share for acquisition of                                                              
  Jeff A Jones D/B/A A and Z Golf                   2,000,000            200     15,062         --    15,262  

 Cash receipt from Jeff A Jones D/B/A A and Z Golf                                2,347                2,347  

 Jeff A Jones D/B/A A and Z Golf's professional                                                               
  fees assumed by Flagstick                                                      (2,500)              (2,500) 

 Capital contribution - imputed salary                                           16,673               16,673  

 Net loss for the period April 4, 2001 (inception)                                                            
  to March 31, 2002                                        --             --         --    (65,187)  (65,187) 
                                                    ---------            ---     ------    -------    ------- 

Balance, March 31, 2002                             2,000,100            200     31,682    (65,187)   (33,305)
                                                    =========            ===     ======    =======    ======= 

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

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 FLAGSTICK VENTURES, INC. AND SUBSIDIARY
 JEFF A JONES D/B/A A AND Z GOLF (PREDECESSOR)
STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                               Flagstick     Jeff A Jones 
                                                                            Ventures, Inc.       D/B/A    
                                                                             & Subsidiary    A and Z Golf 
                                                                             ------------    ------------ 
                                                                             April 4, 2001   Twelve Months
                                                                                  to             Ended    
                                                                            March 31, 2002  March 31, 2001
                                                                            --------------  --------------
                                                                                                          
OPERATING ACTIVITIES:                                                                                     

        Net Loss                                                                $(65,187)       $(52,893) 
                                                                                --------        --------  

        Adjustments to reconcile net loss to net cash used by operations:                                 
                    Contributed services                                          16,673          40,015  
                    Contributed rent                                                  --           3,000  
        Changes in operating assets and liabilities:                                                      
                    Accounts receivable                                               --         (29,007) 
                    Accounts payable                                               2,432          12,009  
                    Accrued expenses                                              37,004           2,500  
                                                                                --------        --------  

                    Net Cash Used by                                                                      
                     Operating Activities                                         (9,078)        (24,376) 
                                                                                --------        --------  

INVESTING ACTIVITIES:                                                                  0               0  
                                                                                --------        --------  

FINANCING ACTIVITIES                                                                                      

                    Cash receipts from receivables purchased                      15,262              --  
                    Common Stock issued to related party                             100              --  
                    Net cash received from Jeff A Jones d/b/a A and Z Golf         2,347              --  
                    Capital distribution                                              --          (1,000) 
                                                                                --------        --------  

                    Net Cash Provided by (Used in)                                                        
                     Financing Activities                                         17,709          (1,000) 
                                                                                --------        --------  

NET INCREASE (DECREASE) IN CASH                                                    8,631         (25,376) 

CASH, BEGINNING                                                                       --          27,615  
                                                                                --------        --------  

CASH, ENDING                                                                    $  8,631        $  2,239  
                                                                                ========        ========  

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:                                                       

        Cash paid for interest                                                  $     --        $     --  
                                                                                ========        ========  

        Cash paid for income taxes                                              $     --        $     --  
                                                                                ========        ========  

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING                                                            
        AND INVESTING ACTIVITIES:                                                                         

         Assets acquired in exchange for common stock                           $ 15,262        $     --  
                                                                                ========        ========  

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

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 FLAGSTICK VENTURES, INC. & SUBSIDIARY F/K/A
 JEFF A JONES D/B/A A AND Z GOLF
 NOTES TO FINANCIAL STATEMENTS

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                          

ORGANIZATION AND CAPITALIZATION                         

   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 $0.0001. On April 4, 2001 Flagstick issued
          100 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 2,000,000
       shares to Jeff Arthur Jones in exchange for certain receivables
            purchased from Jeff A Jones d/b/a A and Z Golf, pursuant to an asset
purchase agreement.                                     

 Flagstick's activities have been devoted primarily to the
wholesaling of golf equipment.                          

          Prior to the incorporation of Flagstick, Mr. Jones operated a sole
           proprietorship d/b/a/ A and Z Golf ("A and Z Golf"). The activities
 of A and Z Golf were essentially the same as Flagstick's.
Accordingly, A and Z Golf's statement of operations,    
           proprietorship's capital and statement of cash flows for the twelve
          months ended March 31, 2001 are included for comparative purposes.

BASIS OF PRESENTATION                                   

         As noted above, Flagstick acquired certain receivables of A and Z
     Golf on June 5, 2001. Prior to that date, sales and purchases
      activities were still being conducted under A and Z Golf. Such
           activities (excluding the sales and purchases that gave rise to the
           receivables purchased) have been presented in Flagstick's statement
           of operations for the period from April 4, 2001 (date of inception)
            to March 31, 2002, in order to provide a full year of activities for
        Flagstick. There were no material activities for the period from
April 1, 2001 to April 4, 2001.                         

      Certain expenses relating to A and Z Golf, such as payroll and
            payroll related expenses, professional fees and rent were imputed on
     A and Z Golf's statement of operations and are deemed capital
         contributions. These adjustments were made so that A and Z Golf's
  statement of operations is consistent with Flagstick's for
comparative purposes.                                   

          Furthermore, the transfer of the remaining cash of A and Z Golf to
            Flagstick which took place on or about June 2001, and the assumption
           by Flagstick of certain professional fees of A and Z Golf are shown
          on a pro-forma basis on the proprietorship's statement of capital,
           as if these transactions had taken place as of March 31, 2001. Such
information is unaudited.                               

PRINCIPLES OF CONSOLIDATION                             

      The consolidated financial statements of Flagstick include the
         accounts of Flagstick and its wholly-owned subsidiary, A & Z Golf
 Corp. after elimination of all inter-company balances and
transactions.                                           

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 FLAGSTICK VENTURES, INC. & SUBSIDIARY F/K/A
 JEFF A JONES D/B/A A AND Z GOLF
 NOTES TO FINANCIAL STATEMENTS

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)              

USE OF ESTIMATES                                        

          The preparation of consolidated financial statements in conformity
          with accounting principles generally accepted in the Untied States
        of America requires management to make estimates and assumptions
      that affect the reported amounts of assets and liabilities and
          disclosures 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, 2002.                          

FAIR VALUE OF FINANCIAL INSTRUMENTS                     

            SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"
           requires the disclosure of the fair value of financial instruments.
            Flagstick's financial instruments, including cash, accounts payable,
and accrued professional fees are carried at cost, which
           approximates their fair value because of the short-term maturity of
these instruments.                                      

CONCENTRATION OF CREDIT RISK                            

         During the period from April 4, 2001 to March 31, 2002, Flagstick
   derives substantially all of its revenue from one customer.

           During the twelve months ended March 31, 2001, A and Z Golf derives
substantially all of its revenue from one customer.     

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. There were no accounts receivable as of March 31,
2002.                                                   

REVENUE RECOGNITION                                     

      The companies recognize revenue upon delivery of the goods, in
       accordance with SAB 101, which reflects the basic principles of
     revenue recognition in existing generally accepted accounting
principles.                                             

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 FLAGSTICK VENTURES, INC. & SUBSIDIARY F/K/A
 JEFF A JONES D/B/A A AND Z GOLF
 NOTES TO FINANCIAL STATEMENTS

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)              

NET LOSS PER COMMON 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.                            

            Although A and Z Golf is a proprietorship, net loss per common share
         has been computed on a pro-forma basis as if Flagstick's weighted
           average number of common shares had been outstanding for the twelve
   months ended March 31, 2001, for comparative purposes. Such
information is unaudited.                               

INCOME TAXES                                            

         Flagstick utilizes Statement of Financial 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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS               

       In June 1998, the Financial Accounting Standards Board ("FASB")
       issued SFAS No. 133, "Accounting for Derivative Instruments and
         Hedging Activities." SFAS No. 133 requires companies to recognize
       all derivative contracts as either assets or liabilities in the
   balance sheet and to measure them at fair value. If certain
            conditions are met, a derivative may be specifically designated as a
           hedge, the objective of which is to match the timing of the gain or
          loss recognition on the hedging derivative with the recognition of
         (i) the changes in the fair value of the hedge asset or liability
           that are attributable to the hedge risk or (ii) the earnings effect
            of the hedge forecasted transaction. For a derivative not designated
            as a hedging instrument, the gain or loss is recognized in income in
        the period of change. On June 30, 1999, the FASB issued SFAS No.
            137, "Accounting for Derivative Instruments and Hedging Activities -
           Deferral of the Effective Date of FASB Statement No. 133." SFAS No.
        133 as amended by SFAS No. 137 is effective for all fiscal years
         beginning after June 15, 2000. In June 2000, the FASB issued SFAS
            No. 138, "Accounting for Certain Derivatives Instruments and Certain
            Hedging Activities." SFAS No. 133 as amended by SFAS No. 137 and 138
            is effective for all fiscal quarters of fiscal years beginning after
   June 15, 2000. The Company has not entered into derivatives
      contracts to hedge existing risks or for speculative purposes.
      Accordingly, SFAS 133, 137 and 138 do not affect the Company's
financial statements.                                   

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 FLAGSTICK VENTURES, INC. & SUBSIDIARY F/K/A
 JEFF A JONES D/B/A A AND Z GOLF
 NOTES TO FINANCIAL STATEMENTS

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)              

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)   

          On December 3, 1999 the Securities and Exchange Commission ("SEC")
         staff issued Staff Accounting Bulletin No. 101 (SAB 101) "Revenue
     Recognition in Financial Statements" which reflects the basic
        principles of revenue recognition in existing generally accepted
    accounting principles. SAB 101 does not affect the Company's
          financial statements, as the Company already recognizes revenue in
accordance with SAB 101.                                

 In June 2001, the FASB issued Statement No. 141 "Business
         Combinations". This statement replaces Accounting Principle Board
     ("APB") Opinion No. 16, "Business Combinations", and SFAS 38,
 "Accounting for Preacquisition Contingencies of Purchased
    Enterprises". All business combinations in the scope of this
        statement are to be accounted for using the purchase method. The
  single-method approach used in this statement reflects the
            conclusion that virtually all business combinations are acquisitions
           and, thus, all business combinations should be accounted for in the
           same way that other asset acquisitions are accounted - based on the
    values exchanged. This statement does not change many of the
            provisions of Opinion 16 and Statement 38 related to the application
         of the purchase method. The provisions of this statement apply to
        all business combinations initiated after June 30, 2001, and all
            business combinations accounted for by the purchase method for which
         the date of acquisition is July 1, 2001, or later. FASB Statement
141 does not affect the Company's financial statements. 

           In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
         Intangible Assets." This Statement addresses financial accounting
           and reporting for acquired goodwill and other intangible assets and
            supersedes APB Opinion No. 17, "Intangible Assets." It addresses how
           intangible assets that are acquired individually or with a group of
       other assets (but not those acquired in a business combination)
  should be accounted for in financial statements upon their
         acquisition. This Statement also addresses how goodwill and other
      intangible assets should be accounted for after they have been
            initially recognized in the financial statements. FASB Statement No.
142 does not affect the Company's financial statements. 

        In July 2001, the FASB issued Statement No. 143, "Accounting for
         Asset Retirement Obligations". This statement addresses financial
    accounting and reporting for obligations associated with the
         retirement of tangible long-lived assets and the associated asset
          retirement costs. This statement requires that the fair value of a
         liability for an asset retirement obligation be recognized in the
       period in which it is incurred if a reasonable estimate of fair
    value can be made. The associated asset retirement costs are
          capitalized as part of the carrying amount of the long-lived asset
    and subsequently allocated to expense using a systematic and
          rational method. Adoption of this statement is required for fiscal
          years beginning after June 12, 2002. The adoption of Statement No.
        143 is not expected to materially affect the Company's financial
statements.                                             

           In October 2001, the FASB issued Statement No. 144, "Accounting for
       the Impairment or Disposal of Long-Live Assets". This statement
        supersedes Statement No. 121 but retains many of its fundamental
      provisions. The statement also establishes a single accounting
       model, based on the framework established in Statement 121, for
      long-lived assets to be disposed of by sale. Additionally, the
statement resolves significant                          

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 FLAGSTICK VENTURES, INC. & SUBSIDIARY F/K/A
 JEFF A JONES D/B/A A AND Z GOLF
 NOTES TO FINANCIAL STATEMENTS

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)              

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)   

          implementation issues related to Statement No. 121. The provisions
           of this statement are effective for financial statements issued for
        fiscal years beginning after December 15, 2001. The provision of
            Statement No. 144 is not expected to materially affect the Company's
financial statements.                                   

NOTE 2 -    GOING CONCERN CONSIDERATIONS                                        

           Flagstick's consolidated financial statements have been prepared on
           a going concern basis, which contemplates the realization of assets
   and the satisfaction of liabilities in the normal course of
    business. As shown in the consolidated financial statements,
       accumulated deficit at March 31, 2002 amounted to approximately
           $65,000. These conditions raise substantial doubt as to the ability
of Flagstick to continue as a going concern.            

            Management believes that over the next twelve months, its operations
         will be sustained by its existing cash, and capital financing. As
        previously mentioned, the company is engaged in the wholesale of
         various golf equipment and apparel. Although the company recently
        incorporated, its current management and operations have been in
        existence for several years and have accumulated a great deal of
experience in this industry.                            

        Flagstick's consolidated financial statements do not include any
        adjustments relating to the recoverability and classification of
          assets and liabilities that might be necessary should Flagstick be
unable to continue as a going concern.                  

           The accompanying financial statements do no include any adjustments
    that might result from the eventual outcome of the risks and
uncertainties described above.                          

NOTE 3 -    DEFERRED  INCOME  TAXES                                             

     Flagstick has a carry-forward loss for income tax purposes of
      $65,000 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 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 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, 2002 consist of
the following:                                          

                                                                   Flagstick
                                                                  Ventures, Inc.
                                                                   March 31,
                                                                  2002
                                                                  --------------

         Deferred tax assets arising from net operating losses    $ 24,700
          Less: Valuation allowance                                 (24,700)
                                                                  --------
         Net deferred tax liabilities                                    0
                                                                  --------
         Net Deferred Tax Asset                                   $      0
                                                                  ========

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 FLAGSTICK VENTURES, INC. & SUBSIDIARY F/K/A
 JEFF A JONES D/B/A A AND Z GOLF
 NOTES TO FINANCIAL STATEMENTS

NOTE 3 -    DEFERRED INCOME TAXES (CONTINUED)                                   

         The effective tax rate varies from the U.S. Federal statutory tax
rate principally due to the following:                  

                                                               Flagstick
                                                                Ventures, Inc.
                                                                March 31, 2002
                                                                --------------

      U.S. statutory tax rate                                    34%
     State and local taxes                                       4
       Less: Valuation allowance                                 (38%)
                                                               ---

      Effective rate                                              0%
                                                               ===

NOTE 4 -    ACCRUED EXPENSES                                                    

           Accrued expenses of Flagstick as of March 31, 2002 consisted of the
following:                                              

                                                               Flagstick
                                                                Ventures, Inc.
                                                                March 31, 2002
                                                                --------------

        Accrued professional fees                                $26,500
        Accrued rent expense                                       3,000
        Accrued Payroll                                           10,004
                                                                 -------
        Total accrued expenses                                   $39,504
                                                                 =======
NOTE 5 -    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 period ended March 31, 2002 amounted to $3,000.     

            For comparative purposes, rent of $250 per month has been imputed on
          A and Z Golf's statement of operations for the twelve months ended
           March 31, 2001. This amount is shown as a capital contribution in A
and Z Golf's statement of capital.                      

NOTE 6 -    STOCKHOLDER'S EQUITY                                                

            Flagstick issued 2,000,000 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 $.00763 per share for a
total of $15,262                                        

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FLAGSTICK VENTURES, INC. & SUBSIDIARY F/K/A 
JEFF A JONES D/B/A A AND Z GOLF 
NOTES TO FINANCIAL STATEMENTS 

NOTE 7 -    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 
       approximately $16,673, were recorded as a capital contribution.
         Payroll and payroll related expenses for the period from April 1,
  2001 to March 31, 2002 amounted to approximately $ 40,015.

       For comparative purposes, for the twelve months ended March 31,
           2001, payroll and payroll related expenses of $40,015 were recorded
      on A and Z Golf's statement of operations and deemed a capital
         contribution on the proprietorship's statement of capital for the
      value of Mr. Jones' services for the twelve months then ended.

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FLAGSTICK VENTURES, INC.

 3,000,000 shares of
Common Stock

--------------------

PROSPECTUS

--------------------

August 14, 2002 

 Dealer Prospectus Delivery Obligation

  Until November 12, 2002, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to   
deliver a prospectus. This is in addition to the dealers obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold         
allotments or subscriptions. Moreover, any brokers or dealers effecting         
transactions in these securities should confirm either the registration of these
securities under the securities laws of the states in which transactions occur  
on the existence of an exemption from registration.                             

44

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