FREEDOM GOLF CORP/CO
10KSB, 2001-01-19
METAL MINING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

[ ] Transitional Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the fiscal year ended September 30, 2000

                           Commission File No. 0-25743

                            FREEDOM GOLF CORPORATION
                            ------------------------
                 (Name of small business issuer in its charter)

          Nevada                                              91-1950699
          ------                                              ----------
(State or other jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                        7334 South Alton Way, Bldg. 14-A
                            Englewood, Colorado 80112
                                 (303) 221-0331
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

         Securities registered under Section 12(b) of the Exchange Act:

                                      none

        Securities registered under to Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period that the Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                                   Yes  X   No
                                       ---     ---

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. x
                 ---
Issuer's revenues for its most recent fiscal year: $154,368
                          (Continued on Following Page)


<PAGE>



State the  aggregate  market value of the voting stock held by non-  affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of January 15, 2001: $702,598.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of January 16, 2001 there were
12,008,906 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

                 This Form 10-KSB consists of Forty Eight Pages.
                  Exhibit Index is Located at Page Thirty Nine.



                                                                               2


<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                            FREEDOM GOLF CORPORATION

                                                                           PAGE
                                                                           ----

Facing Page
Index

PART I

Item 1.    Description of Business...................................         4
Item 2.    Description of Property...................................         9
Item 3.    Legal Proceedings.........................................        10
Item 4.    Submission of Matters to a Vote of
               Security Holders......................................        10

PART II

Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.......................        10
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations............................................        11
Item 7     Financial Statements......................................        14
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure..............................        31


PART III

Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.....................        31
Item 10.   Executive Compensation....................................        33
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management.................................        34
Item 12.   Certain Relationships and Related
               Transactions..........................................        35

PART IV

Item 13.   Exhibits and Reports of Form 8-K..........................        36


SIGNATURES...........................................................        38



                                                                               3


<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Freedom Golf Corporation, f/k/a Auric Enterprises, Inc. (the "Company") was
incorporated  in February 1999 under the laws of the State of Nevada.  Effective
January 2000, we engaged in a "reverse merger" with Freedom Golf Corporation,  a
privately held Colorado corporation ("Old Freedom"), whereby we issued 9,820,206
shares of our common stock to the Old Freedom shareholders,  in exchange for all
of  Old  Freedom's  issued  and  outstanding  common  stock.  As  a  result,  we
experienced a change in management  and in our business plan. In this regard and
as of the date of this report, our principal business is to design,  manufacture
and market high  quality  golf clubs.  We also  intend on opening  Golf  Schools
throughout  the  United  States,  each to be  located  at  high-end  daily  fee,
semi-private country clubs or high-end driving ranges. The long range plans also
call for us to acquire  high-end  daily fee golf courses  throughout  the United
States.

     We have five main objectives, including:

     1.   Maximize profits,  acquire/strengthen and maintain assets, and grow on
          a systematic,  internally generated basis to become one of the largest
          marketing and distribution companies of quality golf clubs.

     2.   Create our own Company-labeled golf clubs and products.

     3.   Provide our customers with the very best service possible.

     4.   Establish the very finest golf schools  throughout  the United States,
          to help ensure our growth and diversification.

     5.   Acquire  high-end daily fee and semi-private  golf courses  throughout
          the United States.  Each of the golf courses acquired would ideally be
          revenue  generating and would be able to be purchased for a discounted
          price enabling us to make positive revenues immediately thereafter.

     While no  assurances  can be  provided,  we believe  that,  once funding is
completed, we will offer a skilled management team with the ability necessary to
achieve the initial three objectives cited above, and thereafter, concentrate on
the remaining two objectives.

     Since our inception,  we have spent most of our time  attempting to develop
our  business  plan  and  engage  in  preliminary  marketing  activities  of our
principal  product,  the "Freedom 345" fairway wood.  Relevant thereto,  in July
1998,  we entered into an agreement  with Tourshot  Golf  Company,  Inc.,  Grass
Valley, CA ("Tourshot"),

                                                                               4


<PAGE>



wherein  we  agreed  to pay  Tourshot  $100,000  in cash  for an  assignment  of
Tourshot's  patent  rights in and to the current line of Freedom Golf Clubs,  as
well as all marketing  rights in and to such golf clubs. The final payment under
this Agreement was tendered in August 1998. Mr. Pat Simmons was CEO and Chairman
of  Tourshot.  Mr.  Simmons  is an  internationally  known  golf club  designer,
including the designer of the "Alien Wedge."

     Our current  operations  have  involved  organizational  efforts to include
recruiting   a  management   team   qualified  in  all  areas  of  business  and
specifically,  the golf  industry,  to include  establishing  Golf  Schools (see
below),  designing our business plan, obtaining a portion of the financing which
we  believe  we will  need to  implement  our  business  plan  and  establishing
relationships  which  management  believes  will  assist  the  Company  with the
implementation of our business plan. These contacts include the former Executive
Director  of  the  Colorado  Golf  Association,  the  former  President  of  the
International  Association of Executive Directors, the Executive Director of the
International  Network  of  Golf  Reporters,   the  Executive  Director  of  the
Association of Disabled American Golfers,  the Professional Golfers Association,
the United  States Golf  Association,  as well as  national  and  regional  golf
associations.

     Our management has designed a marketing package for our prospective  retail
distributors,  including pro shops, high end driving ranges and others,  that we
believe is very unique within the golf industry.  Because of the high expense of
traditional  marketing efforts in the golfing industry,  it became very apparent
that traditional  marketing of selling wholesale to the various golf outlets and
golf courses would be potentially  disastrous to our Company. Our management has
devised a marketing program whereas we have no receivables and the "green grass"
accounts (pro shops at golf courses) are not required to carry  inventory.  This
unique  marketing  program was developed in August 2000 and, while no assurances
can be provided, is expected to be well received within the golf industry. Based
upon  our  management's  experience  in  the  industry,  we  believe  that  golf
professionals  would prefer to carry golf clubs in their pro shops, but have not
maintained a significant  inventory  because of their  inability to compete with
the golf discount retail operations which have recently opened nationwide.

     Normal mark up for club sales is typically  18%-22%.  We are offering a 30%
mark-up as an inducement to get the retailers attention. We pay our professional
independent  representatives  a commission of 15% of the wholesale  price. As of
the  date of this  Report,  we have 4  retailers  who  have  agreed  to sell our
products.   We  intend  to  "kick-off"  our  formal  marketing  program  at  the
Professional Golfers Association's ("PGA") show, to be held in Orlando,  Florida
during the last week of January 2001.

                                                                               5


<PAGE>



     All golf clubs marketed by us do or will conform to the Rules of the United
States Golf Association  ("USGA"). We will do ongoing research with Pat and Mark
Simmons to develop  "Specialty  Clubs" which we believe  could have an immediate
impact  within  the golf  industry.  We believe  it is  important  to be able to
satisfy all golf markets,  but for marketing purposes we have earmarked the high
handicappers  (13 and  above),  regardless  of gender,  as the target  market to
market  our  golf  clubs.   This  group  comprises   approximately  95%  of  the
marketplace. The touring Professionals can also enjoy Freedom Clubs.

     Necessary  individuals on our management team are expected to spend a large
majority  of their time on the road for at least the next two years  introducing
the entire line of Freedom  clubs  throughout  the United States via the Freedom
Tour.  The Freedom Tour will  initially  be held at  destination  type  resorts,
high-end  resorts  and/or  semi-private  country  clubs.  The Freedom  Tour will
initially be daily Demo Days with group and individual clinics and training.

     As  mentioned,  the  initial  market is the golfer with a handicap of 13 or
higher.  The female  golfer is quickly  becoming a major  force  within the golf
industry  and the junior or new golfers  are also  growing in  percentages.  The
golfers with  disabilities  could  become a major  market for the Freedom  Swing
concept  because of the  simplicity  and  consistency  the concept  provides all
golfers.  With the  reduction of stress on a golfer's  back when  utilizing  the
Freedom  Swing,  a primary  target  market will also  include  "AARP"  (American
Association of Retired  Persons).  We understand  that  approximately  one third
(1/3) of all golfers have back problems. That figure alone gives us in excess of
nine million golfers who should have an immediate interest in learning our swing
concept.  We have  initiated  contact with members of the American  Chiropractic
Association regarding our swing concept and the response has been very good.

     In addition to the sale of golf clubs,  we hope to diversify  our potential
for growth through the installment of Freedom Golf Schools throughout the United
States. In this regard, in November 1999, we signed a contract with Bill Skully,
formerly the Head  Professional  at the Legacy  Country Club in Port St.  Lucie,
Florida  (the winter home of the PGA) to be the Director of Golf Schools for the
Company.  Our first Golf School became  operational in March 2000. It is located
in Port St. Lucie, Florida at the Cobblestone Country Club. Freedom students may
stay at the PGA Villas  Resort and will have  access to twelve  (12)  additional
golf courses during their stay.

     We intend to pursue the golf school market through corporate  America.  The
Golf Schools will be in what we consider high end daily fee and/or  semi-private
country clubs. We will contact  airlines and other corporate venues to establish
ongoing students

                                                                               6


<PAGE>



at the golf  schools.  Each of the airlines or other  corporate  affiliate  will
hopefully place ads about our golf schools in their inner company  magazines and
newsletters.  In consideration for placing the ads, we will give the corporation
a  discount  to each  of  their  employees  while  attending  the  golf  school.
Considering United Airlines alone has over 70,000 employees, we believe that our
potential to keep all the schools full is  excellent.  However,  there can be no
assurances that this will occur.

     Our goal for our  instructor  to student  ratio will only be 2 to 1 maximum
which is far below the industry  standard.  The John Jacobs Golf School has 5-10
students per  instructor.  We also intend to pay our  instructors  more than the
normal pay scale for their activities. We believe it to be essential to maintain
the same instructors with our teaching philosophy, which is the teaching of Bill
Skully. All instructors will be instructed to maintain a friendly persona,  they
must be PGA Certified, and lastly, they must be able to market our goods.

     The results of the National Golf Foundation  research studies indicate that
golf  participation is growing at the rate of  approximately  4% annually.  Golf
related  spending is projected to increase a minimum of 8% annually for the next
10 to 15 years.  This  explosive  growth  will  continue  to provide us with new
customers well into the next century.  The approximately 26 million plus golfers
in the United  States spend an estimated  $20 billion  annually on golf and golf
products.

     Based on our  marketing  feasibility  studies,  our  management  feels very
confident that we can establish  multiple golf schools and golf courses situated
in key  demographic  areas that will market our club line as well as provide the
additional  essential  items that all golfers need or want.  However,  as of the
date of this  report,  we have  insufficient  capital  available  to us to allow
implementation  of our complete  business plan. We estimate that we will need to
raise up to $2 million,  either  through debt or equity or a combination  of the
two, in order to reach our goals. As of the date of this report,  we do not have
any definitive  agreement with any investment banking firm, venture capital firm
or other  funding  source to  provide us with such  funding.  While we intend to
continue to seek out funding  sources,  there can be no assurances  that we will
obtain the funding  necessary to allow us to fully  implement  our business plan
described herein.  Failure to obtain this necessary funding will have a negative
impact on our business and future success.

Subsequent Events

     Marketing  of the Freedom  Golf product line will be direct to the consumer
through  our  Infomercials,  which  are  to be  televised  nationally  on  cable
channels,  such as, the Golf  Channel and the Fox Sports  Network,  beginning in
March 2001. In this regard, in

                                                                               7


<PAGE>



November  2000,  we  entered  into an  agreement  with  Mr.  Harold  Henning,  a
professional  golfer on the PGA Senior Golf Tour,  wherein Mr. Henning did agree
to  participate  in  the  making  of the  infomercial,  as  well  as to act as a
spokesperson  for us in our marketing of our golf products.  In exchange for Mr.
Henning's  services,  we agreed to issue Mr. Henning an option to purchase up to
20,000  shares of our common stock for a period of three years  ending  November
2003, at an exercise price of $.25 per share.  In addition,  we agreed to tender
to Mr.  Henning  $1.00 for each Freedom 345 club sold as a direct  result of the
infomercial.

     In addition,  effective October 2000, we entered into an agreement with the
Major  League  Baseball  Player's  Alumni  Association,  whereby  we became  the
"Official Golf Club  Manufacturer"  for this  Association.  The Association also
agreed  to  allow us to use  their  Association  in  promotional  materials.  In
addition to other  benefits,  we also received the  Association's  permission to
distribute our  promotional  materials and order forms at all 35 "Swing with the
Legends" golf  tournaments  sponsored by the  Association  throughout the US, as
well  as to demo  our  golf  clubs  at such  tournament  events.  As part of our
obligation in this regard, we are obligated to display a minimum of $5000 of our
merchandise at these tournaments.

Employees

     As of the  date of this  report,  we have  four (4)  full  time  employees,
including our President and Chief  Executive  Officer,  Gaylen P. Johnson,  Bill
Skully,  our Director of Golf Schools,  an administrator  and a golf club fitter
and assembly person. We also employ various  independent sales  representatives.
None of our employees are members of any union. We believe that our relationship
with our  employees  is  excellent.  It is  anticipated  that,  in the event our
business  plan is  accepted  by our  target  market,  of which  there  can be no
assurance,  we will need to retain approximately 6 or 7 additional employees, in
the areas of sales, marketing, administration and manufacturing.

Competition

     We compete  with  publicly  and  privately  held  companies  engaged in the
manufacturing and sales of golf clubs. There are numerous other entities engaged
in this business who have greater resources,  both financial and otherwise, than
the resources  presently available to us.  Specifically,  there are at least two
other entities who market their golf clubs by Infomercial, including Adams Golf,
which did  approximately  $3 million in gross  revenues  the year prior to their
initial infomercial.  The following year Adams Golf did in excess of $32 million
in sales and has  continued  to grow.  Fiscal year ending 1998 annual  operating
revenue was $84.6 million.  Also,  Orlimar Golf, which became one of the fastest
growth stories in golf equipment industry history. Their launch of

                                                                               8


<PAGE>



a  shallow-faced,  multi-material  club took Orlimar from unknown to the highest
ranks of the golf world almost overnight.  The Company went from $1.5 million in
sales in 1997, to more than $65 million in 1998, representing a 4,300% increase,
which has been primarily attributable to the use of their infomercial.

     We also believe that a major source of our competition  could possibly come
from  within.  We intend to do  everything  possible  to groom and keep  quality
people on board. We believe that proper use of bonuses, stock options and profit
sharing  plans  can be used to  maintain  a high  satisfaction  level  among our
personnel.

     We also stress customer satisfaction, which we believe is equally important
when  dealing with the  competition  factor.  We intend to stress tight  quality
control, fast delivery and premier quality and service for our customers.

     Finally, we also stress service and support,  which we believe are our most
important tasks. To consistently provide our customers with quality service will
aid in our efforts against competition. However, there can be no assurances that
our  efforts in the  foregoing  areas will  provide us with the  opportunity  to
successfully compete in our designated marketplace.

Trademarks/Patents

     In July 1998,  we entered into an agreement  with  Tourshot  Golf  Company,
Inc., Grass Valley, CA ("Tourshot"),  wherein we agreed to pay Tourshot $100,000
in cash for an assignment of Tourshot's patent rights in and to the current line
of Freedom Golf Clubs.  The final payment  under this  Agreement was tendered in
August 1998. In October 1998, we were assigned Patent No.  D372512,  relevant to
this transaction. We hold no other patent rights.

     In May 2000, the US Patent and Trademark  Officer issued to us a registered
trademark,  Registration No.  2,352,221,  for our use of the name "Freedom Golf"
for all of our golf related  products,  including golf clubs,  bags, head covers
and  other  related  golf  products.  We do not have  any  other  tradenames  or
trademarks reserved.

Government Regulations

     We are not subject to any extraordinary  governmental  regulations relating
to our business.

ITEM 2.  DESCRIPTION OF PROPERTY

     Facilities.  Our  principal  place of  business is located at 7334 S. Alton
Way,  Building  14-A,  Englewood,  Colorado  80112.  This  location  consists of
approximately  2,761 square feet of executive offices and  manufacturing  space,
which is leased pursuant to a

                                                                               9


<PAGE>



written  lease  providing  for monthly rent of  $2,070.75,  plus a percentage of
operating  expenses,  taxes, common area utility costs and our utility expenses.
This lease expires in January 2002. It is anticipated  that our present premises
will be adequate to meet our needs for the foreseeable future.

     Other  Property.  The  Company  has no  properties  and at this time has no
agreements to acquire any properties.

ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened against the Company of which management is aware.

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

     No matters were submitted to our shareholders for approval during the three
month period ended September 30, 2000.

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

     (a)  Market  Information.  Our  Common  Stock  is  traded  on the  National
Association  of Securities  Dealers OTC Bulletin  Board under the trading symbol
"FGLC".  The table below sets forth the reported high and low bid prices for the
periods  indicated.  The bid prices shown reflect  quotations  between  dealers,
without adjustment for markups, markdowns or commissions,  and may not represent
actual transactions in the Company's securities.

                                           Bid Price
       Quarter Ended                     High       Low
       -------------                    -------    ------

     December 31, 1999                  $1.0625    $.5625

     March 31, 2000                     $2.0000    $.2500
     June 30, 2000                      $ .8125    $.2500
     September 30, 2000                 $ .3750    $.1300
     December 31, 2000                  $ .4800    $.1000

     (b) Holders.  There are one hundred sixty seven (167) holders of our Common
Stock, not including those entities who hold their shares in "street name".

     (c) Dividends.  We did not pay any dividends on our Common Stock during the
two years ended September 30, 2000. Pursuant to the laws of the State of Nevada,
a  corporation  may not issue a  distribution  if, after giving its effect,  the
corporation  would not be able to pay its debts as they  became due in the usual
course of

                                                                              10


<PAGE>



business, or such corporation's total assets would be less than the sum of their
total  liabilities plus the amount that would be needed, if the corporation were
to be dissolved  at the time of the  distribution,  to satisfy the  preferential
rights upon dissolution of shareholders whose  preferential  rights are superior
to those receiving the  distribution.  As a result,  management does not foresee
that we will have the  ability  to pay a  dividend  on our  Common  Stock in the
fiscal  year  ended  September  30,  2001.  See  "Part  II,  Item  7,  Financial
Statements."

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

     The following  discussion  should be read in conjunction with the Company's
audited  financial  statements and notes thereto included herein.  In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond the Company's  control and many of which,  with respect
to future business  decisions,  are subject to change.  These  uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, the Company.  The Company  disclaims any obligation to update forward
looking statements.

RESULTS OF OPERATIONS

     Comparison  of Results of Operations  for the fiscal years ended  September
30, 2000 and 1999

     Total revenues  increased  from $88,736 in the fiscal year ended  September
30, 1999 to $154,368 in 2000, an increase of $65,632 (42.5%).  This increase was
attributable  to more  golfers  becoming  aware  of our  products  line  through
increased  marketing  efforts and new visibility,  including those  professional
golfers who are using our products on the Celebrity Players Tour. Costs of sales
were $86,374 in 2000,  compared to $94,837 in 1999, a decrease of $8,463 (8.9%).
This  was due  primarily  to  management's  ability  to  work  with  vendors  in
generating  better prices on materials  used for the  manufacturing  of our golf
clubs.

                                                                              11


<PAGE>



     Selling,  general and  administrative  expenses  were  $1,067,355  in 2000,
compared to $672,595 in 1999, an increase of $394,760 (36.9%). This increase was
due primarily to increases in  advertising  and promotion of our golf  products,
which increased from $76,720 in 1999, to $173,366 in 2000, as well as consulting
fees,  which  increased  from  $390,063  in 1999,  to  $599,548  in 2000.  Other
applicable  selling,  general and administrative  expenses also increased across
the board as a result of our status as a public company and legal and accounting
costs applicable thereto, travel and entertainment costs, dues and subscriptions
and other related expenses.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2000, we had $15,597 in cash and $103,094 in inventory.

     Also at September 30, 2000, we had notes  payable to  individuals,  some of
whom are shareholders,  amounting to $202,028. All of these notes are due within
one year and bear  interest at from 7.25% to 15% per annum.  See "Part III, Item
12, Certain  Relationships  and Related Party  Transactions" for a more detailed
description of loans made by affiliates of our Company.

     During the year ended  September  30, 2000, we sold an aggregate of 746,000
shares of our common stock for gross proceeds of $291,000.  The shares were sold
to  individuals  at a price of $.50 per  share  prior to the  commencement  of a
public  market for our common stock and at prices  equivalent  to quoted  prices
thereafter. Additionally, during the year ended September 30, 2000, we issued an
aggregate of 1,487,326  shares of our common  stock to certain  individuals  for
services  provided  to the  Company.  The shares were valued at fair value based
upon prices paid by cash investors and /or quoted market prices at the dates the
share issuances were approved by our board of directors.

     During the year ended September 30, 1999, we sold an aggregate of 1,139,280
shares of our common stock for gross proceeds of $239,720 and incurred $8,000 of
costs related to the sales. The shares were sold to unaffiliated  individuals at
a price of $.50 per share through January 1999 and at $.25 per share  thereafter
and to  certain  existing  directors  and  shareholders  at a price of $.125 per
share. The Company has recognized $77,800 as compensation expense related to the
shares  sold at the  discounted  price.  Additionally,  during  the  year  ended
September  30, 1999,  we issued an  aggregate of 1,932,400  shares of our common
stock to certain individuals for services provided to us. The shares were valued
at $.25 per share as they were  issued  after  January  1999.  Additionally,  we
issued  45,600 of our shares to certain  note  holders as repayment of principal
and interest and issued 100,000 shares as additional  interest to a note holder.
These shares were valued at $.25 per share.

                                                                              12


<PAGE>




     Certain of the shares issued for services in 1999 were for services not yet
completed by the shareholder pursuant to a consulting contract.  The shareholder
became one of our directors in connection with the agreement.  Services  charged
to expense  during the year amounted to $48,611 and the unearned  services under
the contract  amounted to $201,389 at September 30, 1999 and are classified as a
reduction of stockholders' equity. During the year ended September 30, 2000, the
contract was  terminated by the parties and the  consultant has agreed to return
950,000  shares to the  Company.  The value of the  shares  to be  returned  was
$187,500 after deducting a $50,000  contract  cancellation  fee. This amount has
been included in the financial  statements as unearned services at September 30,
2000 and will be recorded as treasury stock when the shares are returned.

     Our management  has recognized  that, in order to allow us to implement our
business strategy discussed above in Part I, Item 1, it will be necessary for us
to raise  additional  equity  capital of at least $2 million in  addition to the
funds recently raised by us. We are in discussions  with investment  bankers and
others to provide or assist in providing that financing. However, as of the date
of this Report, we do not have any written  commitments for this financing,  and
no assurance can be given that we will obtain any additional financing.  Failure
to obtain  additional  capital into the Company will force  management to reduce
expense,  which may affect our ability to implement our business plan. If we are
not  successful,  it is doubtful  that we will be able to survive and we will be
forced to liquidate.

TRENDS

     While no assurances can be provided,  we anticipate  that our revenues will
increase  beginning in February  2001, we commence our formal  marketing plan at
the  annual  PGA show to be held in  Orlando,  Florida  during  the last week in
January 2001.  Obviously,  the demand for our products  will be dependent  upon,
among  other  things,  market  acceptance  for our  concept in golf  clubs,  our
operations  and general  economic  conditions  that are  cyclical in nature.  In
addition, our success is also dependent upon our ability to finance our proposed
operations, either with debt or equity.

     We also understand that new designs and changes from  traditional  lines of
golf clubs may meet with consumer  rejection.  We have planned our manufacturing
capabilities  based upon our forecasted  demand for our products.  Actual demand
for such products may exceed or be less that our  forecasted  demand.  If we are
unable to  produce  sufficient  quantities  of our golf clubs in time to fulfill
actual  demand,  such  inability  may limit our sales and  adversely  affect our
financial performance.

                                                                              13


<PAGE>



INFLATION

     Although the operations of the Company are  influenced by general  economic
conditions, the Company does not believe that inflation had a material affect on
the results of operations during the fiscal year ended September 30, 2000.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              14


<PAGE>













                            FREEDOM GOLF CORPORATION

                          Audited Financial Statements

                               For the Years Ended
                           September 30, 2000 and 1999

                                                                              15


<PAGE>







                               FREEDOM GOLF CORP.


                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

Independent Auditors' Report                                                1

Financial Statements

         Balance Sheet                                                      2

         Statement of Operations                                            3

         Statement of Stockholders' Equity                                  4

         Statements of Cash Flows                                          5-6

         Notes to the Financial Statements                               7 to 14




                                                                              16


<PAGE>






                         REPORT OF INDEPENDENT AUDITORS


Board of Directors and Shareholders
Freedom Golf Corporation

We have audited the accompanying balance sheet of Freedom Golf Corporation as of
September  30,  2000,  and the  related  statements  of  operations,  changes in
stockholders' equity, and cash flows for each of the two years 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  audits  in  accordance  with  generally   accepted  auditing
standards.  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  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Freedom Golf Corporation as of
September 30, 2000,  and the results of its  operations,  and its cash flows for
each  of the two  years  then  ended,  in  conformity  with  generally  accepted
accounting principles.

                            James E. Scheifley & Associates, P.C.
                            Certified Public Accountants

Englewood, Colorado
November 24, 2000

                                      -1-
                                                                              17


<PAGE>

<TABLE>


                            FREEDOM GOLF CORPORATION
                                  Balance Sheet
                               September 30, 2000

                                     ASSETS
                                     ------

<CAPTION>
                                                                      2000
                                                                   ----------
<S>                                                                <C>
Current assets:
  Cash                                                             $   15,597
  Accounts receivable - trade                                           1,765
  Inventory                                                           103,094
  Prepaid expenses and deposits                                        38,800
                                                                   ----------
     Total current assets                                             159,256

Property and equipment, at cost, net of
  accumulated depreciation of $7,628                                    9,021

Deposit                                                                 2,000
Patents, net of accumulated amortization of $14,444                    85,554
                                                                   ----------
                                                                   $  255,831
                                                                   ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
  Note payable - bank                                                  17,145
  Note payable - others                                               136,828
  Notes payable - related party                                        65,200
  Accounts payable - trade                                             81,110
  Advances from officer                                                49,927
  Accrued salaries                                                    304,500
  Accured interest - related party                                      5,365
  Accrued expenses                                                     14,785
                                                                   ----------
                                                                      674,860

Stockholders' equity:

  Common stock, $.001 par value,
    50,000,000 shares authorized,
    13,538,906 shares issued and outstanding                           13,539
  Additional paid-in capital                                        2,143,512
  Unearned services                                                  (187,500)
  Accumulated deficit                                              (2,388,580)
                                                                   ----------
                                                                     (419,029)

                                                                   ----------
                                                                   $  255,831
                                                                   ==========

                 See accompanying notes to financial statements.
</TABLE>

                                      -2-

                                                                              18


<PAGE>

<TABLE>


                            FREEDOM GOLF CORPORATION
                            Statements of Operations
                     Years Ended September 30, 2000 and 1999

<CAPTION>
                                                        2000         1999
                                                    -----------   -----------
<S>                                                 <C>           <C>
Sales, net                                          $   154,368   $    88,736
Cost of sales                                            86,374        94,837
                                                    -----------   -----------
                                                         67,994        (6,101)

Selling, general and administrative expenses          1,067,355       672,595
                                                    -----------   -----------
Income (loss) from operations                          (999,361)     (678,696)

Other income and (expense):
  Interest expense                                      (27,285)      (17,875)
  Interest expense - related party                        5,365             -
  Other income                                               85            39
  Interest and dividend income                                -             -
                                                    -----------   -----------
                                                        (21,835)      (17,836)

Income (loss) before income taxes                    (1,021,196)     (696,532)
Provision for income taxes                                    -             -
                                                    -----------   ------------

Net income (loss)                                   $(1,021,196)  $  (696,532)
                                                    ===========   ===========


Basic and fully diluted earnings (loss) per share:

  Net income (loss)                                 $     (0.08)  $     (0.10)
                                                    ===========   ===========

Weighted average shares outstanding                  12,284,457     7,106,240
                                                    ===========   ===========


                 See accompanying notes to financial statements.
</TABLE>

                                       -3-

                                                                              19


<PAGE>

<TABLE>


                            FREEDOM GOLF CORPORATION
                        Statement of Stockholders' Equity
                     Years Ended September 30, 2000 and 1999



<CAPTION>
                                                 Additional
                                 Common Stock      Paid-in    Unearned   Accumulated
                               Shares    Amount    Capital    Services     Deficit      Total
                             ----------  -------  ----------  ---------  -----------  -----------
<S>                          <C>         <C>      <C>        <C>         <C>          <C>
Balance, September 30, 1998   6,467,600  $ 6,468  $  452,592 $        -  $  (670,852) $  (211,792)

Common stock sold for cash    1,139,280    1,139     238,581          -            -      239,720

Compensation value of stock
  sold at discounted price            -        -      77,800          -            -       77,800

Stock issue costs                     -        -      (8,000)         -            -       (8,000)

Common stock issued for
  services                    1,932,400    1,932     466,868   (201,389)           -      267,411

Common stock issued for
  additional interest           100,000      100      24,900          -            -       25,000

Common stock issued for
  debt conversion                45,600       46      25,654          -            -       25,700

Net (loss) for year                   -        -           -          -     (696,532)    (696,532)
                             ----------  -------  ----------  ---------  -----------  -----------
Balance, September 30, 1999   9,684,880    9,685   1,278,395   (201,389)  (1,367,384)    (280,693)

Common stock issued for
  services                    1,447,326    1,447     549,366          -            -      550,813

Common stock issued for cash    746,000      746     290,254          -            -      291,000

Common stock issued for
  debt conversion                55,700       56      15,444          -            -       15,500

Merger with Auric

  Enterprises, Inc.           1,605,000    1,605      10,053          -            -       11,658

Amortize unearned services            -        -           -     13,889            -       13,889

Net (loss) for the year               -        -           -          -   (1,021,196)  (1,021,196)
                             ----------  -------  ----------  ---------  -----------  -----------
Balance, September 30, 2000  13,538,906   13,539   2,143,512   (187,500)  (2,388,580)    (419,029)
                             ==========  =======  ==========  =========  ===========  ===========

                 See accompanying notes to financial statements.
</TABLE>

                                       -4-

                                                                              20


<PAGE>

<TABLE>


                            FREEDOM GOLF CORPORATION
                            Statements of Cash Flows
                     Years Ended September 30, 2000 and 1999

<CAPTION>
                                                        2000         1999
                                                    -----------   -----------
<S>                                                 <C>           <C>
Net income (loss)                                   $(1,021,196)  $  (696,532)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation and amortization                          9,527         8,151
   Stock issued for services                            550,813       337,211
   Stock issued for interest                                  -        25,000
   Amortization of unearned services                     13,889             -
  Changes in assets and liabilities:
   (Increase) decrease in accounts receivable            (1,019)         (528)
   (Increase) decrease in inventory                     (54,909)        1,864
   (Increase) decrease in prepaid expenses               (8,276)      (30,524)
   Increase (decrease) in accounts payable               37,139           709
   Increase (decrease) in accrued salaries               72,000        78,800
   Increase (decrease) in accrued expenses               14,058          (508)
                                                    -----------   -----------
     Total adjustments                                  633,222       420,175
                                                    -----------   -----------
  Net cash provided by operating activities            (387,974)     (276,357)
                                                    -----------   -----------

  Cash flows from investing activities:
   Acquisition of property and equipment                 (4,709)       (2,727)
   Increase in lease deposit                                  -        (1,000)
                                                    -----------   -----------
  Net cash (used in) investing activities                (4,709)       (3,727)
                                                    -----------   -----------

  Cash flows from financing activities:
   Common stock sold for cash                           291,000       239,720
   Cash received for merger shares                       11,658             -
   Repayment of bank loan                                (3,800)       (3,799)
   Officer advance                                       50,000         5,500
   Repayment of officer loans                           (17,726)       (6,154)
   Proceeds from notes payable                           71,032       173,624
   Proceeds fromnotes payable - related party            75,200             -
   Repayment of notes payable                           (69,330)     (128,561)
                                                    -----------   -----------
  Net cash (used in) financing activities               408,034       280,330
                                                    -----------   -----------

Increase (decrease) in cash                              15,351           246
Cash and cash equivalents,
  beginning of period                                       246             -
                                                    -----------   -----------
Cash and cash equivalents,
  end of period                                     $    15,597   $         -
                                                    ===========   ===========

                 See accompanying notes to financial statements.


                                       -5-

                                                                              21


<PAGE>



                            FREEDOM GOLF CORPORATION
                            Statements of Cash Flows
                     Years Ended September 30, 2000 and 1999

<CAPTION>
                                                        2000         1999
                                                    -----------   -----------
<S>                                                 <C>           <C>
Supplemental cash flow information:

  Cash paid for interest                            $     16,612  $    10,661
  Cash paid for income taxes                        $          -  $         -


Non-cash financing activities:
  Loans converted into common stock                 $     15,500  $         -













































                 See accompanying notes to financial statements.
</TABLE>

                                       -6-

                                                                              22


<PAGE>




                            Freedom Golf Corporation
                          Notes to Financial Statements
                               September 30, 2000


Note 1. Organization and Summary of Significant Accounting Policies.

The Company was  originally  incorporated  in Colorado on December 18, 1996. The
Company  has  developed  and is  marketing  a line of custom  fitted golf clubs.
Limited sales of the Company's  products  began in 1998.  The Company has chosen
September 30th as the end of its fiscal year.  During December 1999, the Company
completed a merger with Auric Enterprises, Inc. (Auric), an inactive development
stage company that was  incorporated  in Nevada on February 12, 1999. The merger
was accounted for as a "reverse merger" and the Company was recapitalized  using
the corporate structure of Auric. The domicile of the Company became Nevada as a
result of the merger.

     Inventory:
Inventory is valued at the lower of cost or market on a first-in first-out basis
and consists  primarily of finished  goods,  which includes fully assembled golf
clubs and  promotional  items and raw  materials  for the assembly of additional
golf  clubs.  A  portion  of the  inventory  has been  pledged a  collateral  in
connection with a loan payable to a related party as discussed in Note 8.

     Property, Plant and Equipment:
Property,  plant and  equipment are recorded at cost and are  depreciated  based
upon estimated  useful lives using the  straight-line  method.  Estimated useful
lives range from 3 to 5 years for  furniture and fixtures and from 5 to 10 years
for equipment.

     Revenue Recognition:
Revenue is  recognized  at the time the product is  delivered  or the service is
performed.  Provision  for sales  returns is  estimated  based on the  Company's
historical return experience. Returns to date have not been significant.

     Intangible Assets and Long Lived Assets:
The Company  makes reviews for the  impairment of long-lived  assets and certain
identifiable  intangibles  whenever events or changes in circumstances  indicate
that the carrying amount of an asset may not be recoverable. Under SFAS No. 121,
an impairment loss would be recognized when estimated future cash flows expected
to result from the use of the asset and its  eventual  disposition  is less than
its carrying  amount.  No such  impairment  losses have been  identified  by the
Company for the period ended September 30, 2000.

                                                                              23
<PAGE>



      Cash:
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt  instruments  purchased  with maturity of three months or less to be
cash equivalents.

     Estimates:
The preparation of the Company's  financial  statements  requires  management to
make estimates and assumptions that affect the amounts reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from these
estimates.

     Advertising costs:
Advertising  costs are charged to operations  when the  advertising  first takes
place. Advertising costs charged to operations were $173,366 and $76,720 for the
years ended September 30, 2000 and 1999 respectively.

     Fair value of financial instruments
The  Company's  short-term  financial  instruments  consist  of  cash  and  cash
equivalents,  accounts and loans  receivable,  and payables  and  accruals.  The
carrying amounts of these financial instruments  approximates fair value because
of their short-term  maturities.  Financial instrument that potentially subjects
the Company to a  concentration  of credit risk  consists  principally  of cash.
During  the year  the  Company  did not  maintain  cash  deposits  at  financial
institutions  in excess of the  $100,000  limit  covered by the Federal  Deposit
Insurance Corporation.  The Company does not hold or issue financial instruments
for  trading  purposes  nor does it hold or  issue  interest  rate or  leveraged
derivative financial instruments

     Stock-based Compensation
The Company  adopted  Statement  of Financial  Accounting  Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation at its inception. Upon adoption of
FAS  123,  the  Company  continued  to  measure  compensation  expense  for  its
stock-based  employee  compensation  plans  using  the  intrinsic  value  method
prescribed by APB No. 25, Accounting for Stock Issued to Employees.  The Company
paid stock based compensation during the years ended September 30, 2000 and 1999
as described in Note 5.

                                                                              24
<PAGE>



New Accounting Pronouncements
SFAS No. 130, "Reporting  Comprehensive Income",  establishes guidelines for all
items that are to be  recognized  under  accounting  standards as  components of
comprehensive income to be reported in the financial  statements.  The statement
is  effective   for  all  periods   beginning   after   December  15,  1997  and
reclassification  financial  statements for earlier periods will be required for
comparative  purposes.  The  adoption  of SFAS No.  130 has had no impact on the
Company,  as the  Company has not engaged in  transactions  that would  generate
other comprehensive income as defined in the statement.

In March 1998, the American  Institute of Certified  Public  Accountants  issued
Statement  of  Position  98-1,  Accounting  for the Costs of  Computer  Software
Developed  or  Obtained  for  Internal  Use  ("SOP  98-1").  SOP  98-1  provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs  should be expensed as  incurred.  The Company  adopted SOP
98-1 at its  inception.  The  adoption  of SOP  98-1  has had no  impact  on the
Company,  as the Company has not  engaged in  transactions  that would are whose
accounting treatment is prescribed by the statement.

Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments  of an  Enterprise  and  Related  Information  ("SFAS  131").  SFAS 131
superseded  SFAS  No.  14,  Financial  Reporting  for  Segments  of  a  Business
Enterprise.  SFAS 131  establishes  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating  segments  in interim  financial  reports.  SFAS 131 also  establishes
standards for related disclosures about products and services, geographic areas,
and major  customers.  To date, the Company has operated in one business segment
as defined by the statement.

Effective December 31, 1998, the Company adopted the provisions of SFAS No. 132,
Employers' Disclosures about Pensions and Other Post-retirement  Benefits ("SFAS
132").  SFAS  132  supersedes  the  disclosure  requirements  in  SFAS  No.  87,
Employers' Accounting for Pensions,  and SFAS No. 106, Employers' Accounting for
Post-retirement  Benefits Other Than Pensions. The overall objective of SFAS 132
is  to  improve  and   standardize   disclosures   about   pensions   and  other
post-retirement   benefits   and  to  make   the   required   information   more
understandable.  The Company has to date not  adopted  benefit  plans that would
require the disclosures prescribed by the statement.

                                                                              25
<PAGE>



In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years  beginning after June 15, 1999. SFAS 133 will
require the Company to recognize  all  derivatives  on the balance sheet at fair
value.  Derivatives  that are not hedges must be adjusted to fair value  through
income.  If the  derivative  is a hedge,  depending  on the nature of the hedge,
changes in the fair  value of  derivatives  will  either be offset  against  the
change in fair value of hedged assets,  liabilities, or firm commitments through
earnings or  recognized in other  comprehensive  income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings.

Management believes that the adoption of SFAS No. 133 will have no impact on the
Company,  as the  Company  has not  engaged  in  transactions  whose  accounting
treatment is prescribed by the statement.

Note 2.  Property, Plant and Equipment.

Property, plant and equipment consists of the following at September 30, 2000:

Office furniture an equipment        $  11,319
Manufacturing equipment                  5,330
                                     ---------
                                        16,649

Less accumulated depreciation           (7,628)
                                     ---------
                                     $   9,021

Depreciation  charged to  operations  was $2,859 and $1,484 for the years  ended
September 30, 2000 and 1999, respectively.

Note 3.  Patents

During May 1998,  the Company  purchased the patent for certain of its golf club
technology  from an  unaffiliated  company whose principal owner is a recognized
expert in golf club design. The Company paid $100,000 in cash for the patent and
is amortizing  such cost over a fifteen-year  period,  the remaining term of the
patent.  Amortization  expense  amounted to $6,667 the years ended September 30,
2000 and 1999.

                                                                              26
<PAGE>




Note 4. Notes Payable - Others

The Company has notes payable to individuals  amounting to $136,828 at September
30, 2000.  The notes are all due within one year and bear interest at from 7.25%
to 15%. The notes may be converted into common stock of the Company.  During the
years ended  September 30, 2000 and 1999,  the Company  received  gross proceeds
from new notes of $71,032 and $173,624  respectively and made cash repayments of
$69,330 and $128,561 respectively. During the years ended September 30, 2000 and
1999,  $5,500 and $27,500 of the notes were  converted  into common stock of the
Company.

Note 5. Stockholders' Equity

During the year ended  September  30,  2000,  the Company  sold an  aggregate of
746,000  shares of its common stock for gross  proceeds of $291,000.  The shares
were sold to individuals at a price of $.50 per share prior to the  commencement
of a public  market for the Company's  common stock and at prices  equivalent to
quoted  prices  thereafter.  Additionally,  during the year ended  September 30,
2000, the Company issued an aggregate of 1,447,326 shares of its common stock to
certain individuals for services provided to the Company. The shares were valued
at fair value  based upon prices paid by cash  investors  and /or quoted  market
prices at the dates the share  issuances were approved by the Company's board of
directors.

During  December  1999,  in connection  with the merger with Auric,  the Company
issued an aggregate of 1,605,000  shares of its common stock to the shareholders
of Auric in  exchange  for all of its  outstanding  common  stock.  The  Company
received $11,658 in net assets,  principally cash, in connection with the merger
shares issued.

During the year ended  September  30,  1999 the  Company  sold an  aggregate  of
1,139,280 shares of its common stock for gross proceeds of $239,720 and incurred
$8,000 of costs  related to the  sales.  The  shares  were sold to  unaffiliated
individuals  at a price of $.50 per share  through  January 1999 and at $.25 per
share thereafter and to certain  existing  directors and shareholders at a price
of $.125 per share. The Company has recognized $77,800 as compen1sation  expense
related to the shares sold at the  discounted  price.  Additionally,  during the
year ended  September  30,  1999,  the Company  issued an aggregate of 1,932,400
shares of its common stock to certain  individuals for services  provided to the
Company.  The shares  were  valued at $.25 per share as they were  issued  after
January 1999.  Additionally,  the Company issued 45,600 of its shares to certain
note holders as repayment of principal and interest and issued 100,000 shares as
additional  interest  to a note  holder.  These  shares  were valued at $.25 per
share.

                                                                              27
<PAGE>



Certain of the shares  issued for  services  in 1999 were for  services  not yet
completed by the shareholder pursuant to a consulting contract.  The shareholder
became a director  of the Company in  connection  with the  agreement.  Services
charged to expense during the year amounted to $48,611 and the unearned services
under the contract amounted to $201,389 at September 30, 1999 and are classified
as a reduction of  stockholders'  equity.  During the year ended  September  30,
2000,  the contract was  terminated by the parties and the consultant has agreed
to return 950,000 shares to the Company.

The value of the shares to be returned  was $187,500  after  deducting a $50,000
contract  cancellation  fee.  This  amount has been  included  in the  financial
statements  as unearned  services at September  30, 2000 and will be recorded as
treasury stock when the shares are returned.

Note 6. Income Taxes.

Deferred income taxes may arise from temporary differences resulting from income
and  expense  items  reported  for  financial  accounting  and tax  purposes  in
different  periods.  Deferred  taxes are  classified as current or  non-current,
depending on the  classifications  of the assets and  liabilities  to which they
relate.  Deferred taxes arising from temporary  differences that are not related
to an asset or liability are classified as current or  non-current  depending on
the periods in which the  temporary  differences  are  expected to reverse.  The
Company had no  significant  deferred  tax items arise during any of the periods
presented.

The Company has not provided  for income taxes during the years ended  September
30,  2000  and 1999 as a result  of  operating  losses.  The  Company  has a net
operating loss  carryforward at September 30, 2000 of approximately  $2,525,000,
which will expire in the year 2012 ($230,000),  2013 ($440,000), 2014 ($830,000)
and 2015  ($1,025,000).  The Company has fully  reserved  the deferred tax asset
(approximately  $858,000), that would arise from the loss carryforward since the
Company  believes  that it is more  likely  than not  that  future  income  from
operations will not be available to utilize the deferred tax asset.  The reserve
increased by approximately $348,000 during the year ended September 30, 2000.

                                                                              28
<PAGE>




Note 7. Commitments and contingencies

Operating leases:
The Company leases its office  facilities under an operating lease through April
15, 2002. Minimum future rentals payable under the lease is as follows:

                       Year                         Amount
                       2001                        $24,849
                       2002                         $2,071

Rent expense  amounted to $35,611 and $29,463 for the years ended  September 30,
2000 and 1999, respectively.

Note 8.  Related Party Transactions

At September 30, 1997, the Company had outstanding cash working capital advances
from its president  amounting to $28,094.  During the years ended  September 30,
2000,  1999 and 1998,  the  Company  made  repayments  against  the  advances of
$17,726,  $9,787 and $6,154,  respectively.  Additionally  the officer  advanced
$5,500 and $50,000 in cash to the Company  during the years ended  September 30,
1999 and 2000,  respectively.  The  advances  are  non-interest  bearing and are
expected to be repaid currently.

The Company has notes  payable to an entity  controlled  by one of its directors
amounting  to $65,200 at September  30, 2000.  The notes are due within one year
and bear  interest  at 15% per annum.  A portion of the notes  ($45,200)  may be
converted  into common stock of the Company at the  conversion  rate of $.85 per
share.  During the years ended September 30, 2000 and 1999, the Company received
gross  proceeds  from new notes payable to the entity or the director of $65,200
and $10,000  respectively.  During the year ended  September 30, 2000 $10,000 of
the notes were converted  into 40,000 shares of common stock of the Company.  On
October 16, 2000, the loan was refinanced  whereby the conversion feature of the
notes was removed,  interest  accrued of $5,650 was added to the note  principal
and the lender was  granted a security  interest  in a portion of the  Company's
inventory.  The lender was also  granted an option to purchase an  aggregate  of
339,000  shares of the Company's  common stock at an exercise  price of $.15 per
share.  The  Company  does not  expect to record  additional  interest  or other
compensation  in  connection  with the stock  options as the market price of the
Company's  common  stock  at the  date of the  renegotiation  was  equal  to the
exercise price of the options.

A portion of the refinanced notes ($10,850) has been guaranteed by the Company's
president.

                                                                              29
<PAGE>



Note 9. Statement of Operations Information

Selling,  general and administrative  expenses for the years ended September 30,
2000 and 1999 consisted of the following:

                                               2000            1999

         Advertising and promotion          $  173,366      $  76,720
         Depreciation and amortization           9,527          8,151
         Dues and subscriptions                  8,089            599
         Insurance                               7,498          3,872
         Salaries and wages                    157,290        116,190
         Consulting fees                       599,548        390,063
         Legal fees                             15,063          3,233
         Rent expense                           35,611         29,463
         Travel and entertainment               20,981         12,240
         Other costs and expenses               50,382         32,064
                                            ----------      ---------
                                            $1,077,355      $ 672,595



                                                                              30


<PAGE>



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

     None

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers continue in office at the pleasure of the Board of Directors.

     The Directors and Officers of the Company as of the date of this report are
as follows:

Name                       Age          Position
----------------           ---          -------------------------

Gaylen P. ("John")         51           Chief Executive Officer,
Johnson                                 President, Director

John F. Arney              54           Secretary, Director

Michael S. Gilburd         56           Director

Gary Carter                46           Director

Danny D. Grigsby           53           Director

     All Directors of the Company will hold office until the next annual meeting
of the  shareholders  and until  successors  have been  elected  and  qualified.
Officers of the Company  are elected by the Board of  Directors  and hold office
until their death or until they resign or are removed from office.

     There are no family  relationships among the officers and directors.  There
is no arrangement or understanding  between the Company (or any of its directors
or officers) and any other person  pursuant to which such person was or is to be
selected as a director or officer.

     (b) Resumes:

     Gaylen P. "John" Johnson, has been CEO, President and a director of Freedom
Golf since its inception in December  1996.  He assumed his  positions  with our
Company in December  1999, as part of the reverse  merger  between  Freedom Golf
Corp.  and Auric  Enterprises,  Inc.,  our Company's  former name.  Mr.  Johnson
devotes substantially all of his business time to the business of our Company.

                                                                              31


<PAGE>




     John F.  Arney has been  Secretary  and a  director  of our  Company  since
December  1999. In addition to his position with our Company,  since August 1995
Mr. Arney has also been President of Heritage Real Estate  Development  Company,
Littleton,  Colorado,  a privately  held  Colorado  corporation  engaged in land
acquisition,  real estate sales, marketing and development. Mr. Arney obtained a
Masters  Degree in 1970 from Iowa State  University  and a  Bachelor  of Science
degree from the same  university in 1969. He devotes only such time as necessary
to the business of our Company.

     Michael S. Gilburd has been a director of our Company since  February 2000.
In  addition  to his  position  with our  Company,  Mr.  Gilburd  has been  Vice
President - Corporate  Development of LJ International,  Inc. (NASDAQ-NM "JADE")
since  August  2000.  From April  2000 to October  2000,  Mr.  Gilburd  was also
Chairman and CEO of Earnhart  Co.,  Inc.,  Scottsdale,  Arizona,  an  investment
banking and securities  firm.  Prior,  from July 1995 through  October 1999, Mr.
Gilburd was  managing  director of corporate  finance for two  American  Express
companies,  and previously he was national  director of corporate  finance and a
member of the international  corporate  finance  committee for BDO Seidman.  Mr.
Gilburd  received a Bachelor of Science  degree in  accounting  from Long Island
University and a Masters of Science in Taxation from Bentley  College.  He is an
NASD General Securities  Principal,  an SEC Registered  Investment  Advisor,  an
Accredited Senior Appraiser (Business  Valuation  Specialty) and a CPA (New York
State -  inactive).  Mr.  Gilburd  also  serves as a director  or officer of six
private companies. He devotes only such time as necessary to the business of our
Company.

     Gary Carter has been a director of our Company since September 2000.  Since
January 2000, Mr. Carter has been a member of the Celebrity  Player's Golf Tour.
Prior, from January 1997 through December 1999, Mr. Carter was a broadcaster for
the Montreal Expos baseball franchise.  From January 1993 through December 1996,
Mr. Carter was a broadcaster for the Florida  Marlins  baseball  franchise.  Mr.
Carter devotes only such time as necessary to the business of our Company.

     Danny D.  Grigsby has been a director of our Company  since March 1998.  In
addition to his position with our Company, since 1996, Mr. Grigsby has also been
a senior  staff  safety  engineer  for  Lockheed  Martin  Astronautics,  Denver,
Colorado.  Since  1993 he has  also  been  employed  by DG  Consulting,  Denver,
Colorado,  as a safety  consultant.  Mr. Grigsby  received a Bachelor of Science
degree in Social  Science from the  University of Southern  Colorado in 1977. He
devotes only such time as necessary to the business of our Company.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers,  directors  and person who own more than 10% of the  Company's  Common
Stock to file reports of ownership and changes in ownership  with the Securities
and Exchange Commission.

                                                                              32


<PAGE>



All of the  aforesaid  persons  are  required by SEC  regulation  to furnish the
Company with copies of all Section 16(a) forms they file. During the fiscal year
ended September 30, 2000, the Company experienced changes in management.  From a
review of its  available  information,  it appears that none of our officers and
directors  filed  applicable  Form  3's with the SEC  when  they  assumed  their
respective  positions  with the Company,  nor did they file Form 4's  reflecting
changes in their respective  positions in a timely fashion. All of these reports
were filed late.  However,  upon  information  and belief,  these filings do not
reflect  any sales of our  common  stock by any of our  officers,  directors  or
affiliates.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation  for services to the
Company  for the fiscal  years  ended  September  30, 2000 and 1999 of our chief
executive officer.

                           SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
                                          ----------------------------

                   Annual Compensation          Awards         Payouts
                  ---------------------   -------------------- -------
                                                   Securities
                                  Other                Under-               All
                                 Annual   Restricted  lying               Other
Name and                         Compen-    Stock    Options/    LTIP    Compen-
Principal         Salary  Bonus   sation   Award(s)    SARs    Payouts   sation
Position    Year   ($)     ($)     ($)       ($)       (#)       ($)      ($)
----------  ----  ------  -----  ------   --------   -------   -------   ------

Gaylen P.  (1)(2)
Johnson, CEO
President &
Director    2000  $    0  $   0  $    0   $      0         0   $     0   $    0

Robert
Hinchey,
President   1999  $    0  $   0  $    0   $      0         0   $     0   $    0
-------------------------

(1)  Mr. Johnson,  assumed his positions with us in December 1999, following the
     closing of the "reverse merger" with Auric Enterprises, Inc.

(2)  None of the salary due Mr.  Johnson has been paid, but it has been accrued.
     It is anticipated that Mr. Johnson will begin receiving his salary once our
     revenues increase to a point where the payment of such salary will not have
     a significant negative impact on our financial condition.

                                                                              33


<PAGE>



     It is not  anticipated  that any  executive  officer  of the  Company  will
receive  compensation  exceeding $100,000 during the fiscal year ended September
30, 2001.

     The Company  maintains a policy whereby the directors of the Company may be
compensated  for  out of  pocket  expenses  incurred  by  each  of  them  in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during the fiscal year ended September 30, 2000.

     In  addition  to  the  cash  compensation  set  forth  above,  the  Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out-of-pocket basis. The Company cannot determine,  without undue expense,
the exact amount of such expense  reimbursement.  However,  the Company believes
that such reimbursements did not exceed, in the aggregate,  $1,000 during fiscal
year 2000.

     There  are no bonus  or  incentive  plans  in  effect,  nor are  there  any
understandings  in place  concerning  additional  compensation  to the Company's
officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     (a) and (b) Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the  beneficial  ownership  of the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well as by all directors and officers of the
issuer. Unless otherwise indicated,  the shareholders listed possess sole voting
and investment power with respect to the shares shown.

                    Name and            Amount and
                   Address of           Nature of
 Title             Beneficial           Beneficial     Percent of
of Class              Owner               Owner           Class
--------    -------------------------   ----------     ----------

Common      Gaylen P. Johnson            4,320,200         35.0%
            7308 S. Spruce St.
            Englewood, CO 80112

Common      John F. Arney                  975,726 (1)      7.9%
            3367 E. Geddes Dr.
            Littleton, CO 80122



                                                                              34


<PAGE>



                    Name and            Amount and
                   Address of           Nature of
 Title             Beneficial           Beneficial     Percent of
of Class              Owner               Owner           Class

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

Common      Danny D. Grigsby                26,000          *
            2980 E. 135th Lane
            Thornton, CO 80241

Common      All Officers and             5,321,926 (1)     43.1%
            Directors as a
            Group (5 persons)

* Less than 1%

(1)  Includes an aggregate of 339,000 shares of our common subject to an option,
     exercisable at $.15 per share through  December 3, 2003,  which options are
     held by a pension plan to which Mr. Arney is both trustee and beneficiary.

     The  balance of the  Company's  outstanding  Common  Shares are held by 164
persons, not including those persons who hold their shares in "street name".

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     At September 30, 1997, we had  outstanding  cash working  capital  advances
from our President  amounting to $28,094.  During the years ended  September 30,
1999 and 1998,  we made  repayments  against the  advances of $9,787 and $6,154,
respectively.  Additionally,  our  President  advanced  $5,500 and $32,274 to us
during the years ended September 30, 1999 and 2000,  respectively.  The advances
are non- interest bearing and are expected to be repaid currently.

     In addition,  on December 21, 1999,  Heritage Real Estate Development Corp.
Defined  Benefit  Pension Plan and Trust (the  "Heritage  Trust")  loaned us the
principal  sum of $45,200.  The  Heritage  Trust is a pension plan to which John
Arney, a director of the Company, is trustee and beneficiary.  This loan accrued
interest  at the  rate of 15% per  annum  and was due  December  21,  2000.  The
applicable  loan  provided  for a  conversion  feature,  wherein  the  loan  was
convertible  into shares of our common stock at a  conversion  price of $.85 per
share.  As of the date of this  report,  the loan  has not  been  converted.  On
October 16, 2000, we refinanced this loan. As a result of this refinancing,  the
Heritage Trust currently holds two separate notes.  One note is in the principal
amount of $40,000,  which is secured by 25 complete  regulation sets of graphite
Freedom golf clubs,  including logo head covers.  This note is due March 6, 2001
and  accrues  interest  at the rate of 15% per  annum,  except in the event of a
default, when the interest rate increases to 18% per annum. As additional

                                                                              35


<PAGE>



consideration,  we issued a stock option in favor of Heritage  Trust  whereby it
has the option to  purchase  266,667  shares of our common  stock at an exercise
price of $.15 per share through December 3, 2003.

     Also as a result of this  refinancing,  we owe Heritage Trust the principal
sum of $10,850, the balance of the principal amount due under the original note,
plus accrued  interest.  This note also accrues  interest at the rate of 15% per
annum, with a default interest rate of 18% per annum.  However, this note is not
secured but is guaranteed by our President,  Gaylen Johnson. This note is due on
or before February 15, 2001. As additional  consideration,  we granted  Heritage
Trust an option to  purchase  72,333  shares of our common  stock at an exercise
price of $.15 per share, through December 3, 2003.

     In December 1999, John Arney, individually,  loaned us the principal amount
of $20,000,  which accrues  interest at the rate of 10% per annum.  This note is
currently past due, and the parties expect to renegotiate the repayment terms in
the near future.

     In April 1999, Mr. Arney loaned us the principal sum of $10,000.  This loan
was converted  into 40,000 shares of our common stock in October 1999. Mr. Arney
agreed to waive any claim to additional interest due on this loan at that time.

     There  have  been  no  other  related  party  transactions,  or  any  other
transactions or relationships  required to be disclosed  pursuant to Item 404 of
Regulation S-B.

                                     PART IV

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

     3.1*   Articles of Incorporation

     3.2*   Bylaws

     3.3    Articles of Merger

     4.1*   Sample Common Stock Certificate

     10.4** Agreement  and Plan of Reorganization between the Company  and Auric
Enterprises, Inc. dated November 15, 1999.

      EX-27 Financial Data Schedule

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB, filed on April 9, 1999, and are incorporated by reference herein.

                                                                              36


<PAGE>




** Filed with the SEC as an exhibit to Form 8-K,  filed on or about  January 26,
2000 and incorporated by reference herein.

(b)  Reports on Form 8-K

     We did not file any reports on Form 8-K during the three month period ended
September 30, 2000.

                                                                              37


<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on January 18, 2001.

                                       FREEDOM GOLF CORPORATION
                                       (Registrant)


                                       By:s/ Gaylen P. Johnson
                                          -------------------------------
                                          Gaylen P. Johnson, Chief
                                          Executive Officer & President

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on January 18, 2001.

s/ Gaylen P. Johnson
------------------------------
Gaylen P. Johnson, Director

s/ John F. Arney
------------------------------
John F. Arney, Director

s/ Michael S. Gilburd
------------------------------
Michael S. Gilburd, Director

s/ Gary Carter
------------------------------
Gary Carter, Director

s/ Danny D. Grigsby
------------------------------
Danny D. Grigsby, Director

                                                                              38


<PAGE>



                            FREEDOM GOLF CORPORATION

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000

EXHIBITS                                                                Page No.

  EX-3.3  Articles of Merger.................................................40

  EX-27   Financial Data Schedule............................................48



                                                                              39


<PAGE>

Exhibit 3.3

              FILED

      IN THE OFFICE OF THE
    SECRETARY OF STATE OF THE
         STATE OF NEVADA

           DEC 15 1999
         No. C 3508-99
            ------------
         s/Dean Heller

DEAN HELLER, SECRETARY OF STATE

                               ARTICLES OF MERGER

ARTICLES OF MERGER (these  "Articles")  made and entered into as of December 11,
1999 by and between Auric Enterprises,  Inc., a Nevada corporation ("Auric") and
Freedom Golf Corporation, a Colorado corporation ("Freedom"). These Articles are
adopted  pursuant  to  Section  7-11-101  of  Title  7 of the  Colorado  Revised
Statutes,  1973, as amended and Section 92A of the Nevada Revised  Statutes,  as
amended. All of such laws expressly permit the merger described herein;  subject
to and pursuant to all of the terms and conditions as set forth herein.

                                    ARTICLE I
                              SURVIVOR CORPORATION

Auric, a Nevada corporation, shall be the survivor corporation.

                                   ARTICLE II
                        SHARES AUTHORIZED AND OUTSTANDING

On the date of these Articles of Merger, Auric has authority to issue 50,000,000
shares of Common Stock,  $.001 par value, of which  1,605,000  shares are issued
and outstanding.  On the date of these Articles of Merger, Freedom has authority
to issue  100,000,000  shares of Common Stock, no par value (the "Freedom Common
Stock"),  of which 9,820,206 shares are issued and outstanding.  Freedom has the
authority to issue 10,000,000  shares of Preferred Stock, of which no shares are
issued and outstanding.

                                   ARTICLE III
                                SHAREHOLDER VOTE

On December  1, 1999,  a majority  of the  shareholders  entitled to vote on the
action  constituting  all of the  outstanding  shares of  Freedom  Common  Stock
approved the  Agreement  and Plan of Merger to merge  Freedom  into Auric.  Said
number of votes was  sufficient  for approval by the  shareholders.  The plan of
merger was duly authorized by all action required by the laws under which it was
incorporated and by its constituent documents.

On December 10, 1999,  shareholders  entitled to vote on the action constituting
100% of the outstanding  shares of Auric Common Stock approved the Agreement and
Plan of Merger to merger Freedom into Auric, none opposed.  Said number of votes
was  sufficient  for approval by the  stockholders.  The plan of merger was duly
authorized  by all action  required by the laws under which it was  incorporated
and by its constituent documents.

                                   ARTICLE IV
                                 PLAN OF MERGER

The executed  agreement of merger is on file at the principal  place of business
of the surviving  corporation (Auric).  Said address is 10 Office Park Rd, Suite
222, Carolina Building, Hilton Head, SC 29928. A copy of the agreement of merger
will  be  furnished  by the  surviving  corporation  to any  stockholder  of any
constituent corporation.

                                     Page 1

                                                                              40


<PAGE>



The terms of the Agreement of Merger are as follows:

(1) Merger. Freedom shall be merged with and into Auric, and Auric shall survive
the merger ("merger"), effective upon the date when the Merger Agreement is made
effective in accordance with applicable laws (the "Effective Date").

(2)  Amendment  to  Articles  of  Incorporation.  Article I of the  Articles  of
Incorporation  of  Auric  shall  be  amended  as to  read  -  "The  name  of the
corporation is Freedom Golf Corporation.

(3) Governing  Documents.  The Bylaws of Auric, in effect on the Effective Date,
shall  continue to be the Bylaws of Auric as the surviving  corporation  without
change or amendment  until  further  amended in accordance  with the  provisions
thereof and applicable laws.

(4) Further  Assurances.  From time to time, as and when required by Auric or by
its successors  and assigns,  there shall be executed and delivered on behalf of
Freedom such deeds and other instruments,  and there shall be taken or caused to
be taken by it such  further  and  other  action,  as  shall be  appropriate  or
necessary in order to vest, perfect or confirm, of record or otherwise, in Auric
the title to and  possession of all the  property,  interests,  assets,  rights,
privileges,  immunities,  powers,  franchises  and  authority  of  Freedom,  and
otherwise  to carry out the purposes of the Merger  Agreement,  and the officers
and directors of Auric are fully authorized in the name and on behalf of Freedom
or  otherwise to take any and all such action and to execute and deliver any and
all such deeds and other instruments.

(5) Stock of Freedom.  On and after the Effective  Date, all of the  outstanding
certificates which prior to that time represented securities of Freedom shall be
recalled  and  canceled  and  9,820,206  restricted  Auric  Common  Shares.  The
registered  owner on the books and records of Freedom or its transfer  agents of
any  outstanding  certificate  shall,  until  such  certificate  shall have been
surrendered  for  transfer or otherwise  accounted  for to Auric or its transfer
agents,  have and be  entitled  to exercise  any voting and other  rights  which
respect to and to receive any dividend and other  distributions  upon the shares
of  Auric  Common  Stock  evidenced  by such  outstanding  certificate  as above
provided.

(6) Book Entries. As of the Effective Date, entries shall be made upon the books
of Auric in accordance with the following.

         (a) The assets and  liabilities  of Freedom  shall be  recorded  at the
amounts at which they were carried on the books of Freedom  immediately prior to
the Effective  Date, with  appropriate  adjustments to reflect the retirement of
the Common Shares of Freedom presently issued and outstanding.

         (b) There shall be credited  to the common  stock  account of Auric the
aggregate  amount  of the  stated  value of all  shares  of Auric  Common  Stock
resulting from the conversion of the  outstanding  Freedom Common Stock pursuant
to the merger.

         (c) There shall be credited to the retained  earnings  account of Auric
the aggregate of the amount carried in the retained  earnings account of Freedom
immediately prior to the Effective Date.

(8)  Access to  Documentation.  Prior to the  merger,  Auric and  Freedom  shall
provide  each other full access of their books and  records,  and shall  furnish
financial and operating  data and such other  information  with respect to their
business and assets as may  reasonably  be requested  from time to time.  If the
proposed transaction is not consummated, all parties shall keep confidential any
information (unless ascertainable from public filings or published  information)
obtained concerning each others operations, assets and business.

                                     Page 2

                                                                              41


<PAGE>



(9)  Abandonment.  At any time before the effective Date, the Agreement and Plan
of  Reorganization  and the Agreement of Merger may be terminated and the Merger
may be  abandoned  by the Board of Directors of either Auric or Freedom or both,
notwithstanding approval of the Merger Agreement by the shareholders of Auric or
the shareholders of Freedom or both.

                                     Page 3

                                                                              42


<PAGE>



IN WITNESS WHEREOF, these Articles of Merger, having first been duly approved by
resolution of the Boards of Directors of Auric and Freedom and their  respective
shareholders,  is hereby executed on behalf of each of said two  corporations by
their respective officers thereunto duly authorized.

Freedom Golf Corporation                        ATTEST:
A Colorado corporation

s/Gaylen F. Johnson                             s/John F. Arney
---------------------------------------         --------------------------------
President                                       Secretary


Auric Enterprises, Inc.                         ATTEST:

s/Robert E. Hinchey                             s/Samantha Moody
---------------------------------------         --------------------------------
President                                       Secretary



State of Colorado                   )
                                    ) ss
County of Arapahoe                  )

     On  the 13  day  of  December,  1999,  personally  appeared  before  me the
President of Freedom Golf Corporation, a Colorado corporation, the signer of the
above  instrument,  who duly  acknowledged  to me that he  executed  the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

                                         s/M. J. Rotolo
                                         ---------------------------------------
                                         NOTARY PUBLIC

                                         Englewood CO 80112
                                         ---------------------------------------

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

My Commission Expires 06/25/2001

SEAL

                                     Page 4

                                                                              43


<PAGE>



State of Colorado                   )
                                    ) ss
County of Arapahoe                  )

     On  the 13  day  of  December,  1999,  personally  appeared  before  me the
Secretary of Freedom Golf Corporation, a Colorado corporation, the signer of the
above  instrument,  who duly  acknowledged  to me that he  executed  the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

                                         s/M. J. Rotolo
                                         ---------------------------------------
                                         NOTARY PUBLIC

                                         Englewood CO 80112
                                         ---------------------------------------

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

My Commission Expires 06/25/2001

SEAL

                                     Page 4

                                                                              44


<PAGE>



State of                            )
                                    ) ss
County of                           )

     On  the 13  day  of  December,  1999,  personally  appeared  before  me the
President of Auric Enterprises,  Inc., a Nevada  corporation,  the signer of the
above  instrument,  who duly  acknowledged  to me that he  executed  the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

                                         s/Joline Brown
                                         ---------------------------------------
                                         NOTARY PUBLIC

                                         1040 Wm Hilton Pkwy.
                                         ---------------------------------------

                                         Hilton Head, SC 29928
                                         ---------------------------------------

My Commission Expires March 26, 2008

SEAL

State of California                 )
                                    ) ss
County of Monterey                  )

     On  the 10  day  of  December,  1999,  personally  appeared  before  me the
Secretary of Auric Enterprises,  Inc., a Nevada  corporation,  the signer of the
above  instrument,  who duly  acknowledged  to me that he  executed  the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

                                         s/Jessica Hinrichs
                                         ---------------------------------------
                                         NOTARY PUBLIC

                                         395 Del Monte Center
                                         ---------------------------------------

                                         Monterey CA 93940
                                         ---------------------------------------

My Commission Expires 12/03/02

               JESSICA HINRICHS
              Commission #1203529
SEAL         Notary Public-California
                 Monterey County

         My Comm. Expires Dec 3, 2002

                                     Page 4

                                                                              45


<PAGE>



                                  VERIFICATION

The undersigned,  after being duly sworn,  does hereby depose and state, that he
is the Secretary of Freedom Golf Corporation,  a Colorado corporation,  and that
he has read the foregoing Articles of Merger and knows the contents thereof, and
does hereby certify that these  Articles of Merger contain a truthful  statement
of the Agreement and Plan of Merger as duly adopted by the Board of Directors by
a majority of the stockholders of the corporation.

                                        s/John F. Arney
                                        ---------------------------------------
                                        Secretary

State of Colorado                   )
                                    ) ss
County of Arapahoe                  )

     On  the 13  day  of  December,  1999,  personally  appeared  before  me the
Secretary of Freedom Golf Corporation, a Colorado corporation, the signer of the
above  instrument,  who duly  acknowledged  to me that he  executed  the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

                                         s/M. J. Rotolo
                                         ---------------------------------------
                                         NOTARY PUBLIC

                                         Englewood CO 80112
                                         ---------------------------------------

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

My Commission Expires 06/25/2001

SEAL

                                     Page 5

                                                                              46


<PAGE>


                                  VERIFICATION

The undersigned,  after being duly sworn,  does hereby depose and state, that he
is the Secretary of Auric Enterprises,  Inc., a Nevada corporation,  and that he
has read the foregoing  Articles of Merger and knows the contents  thereof,  and
does hereby certify that these  Articles of Merger contain a truthful  statement
of the Agreement and Plan of Merger as duly adopted by the Board of Directors by
a majority of the stockholders of the corporation.

                                         s/Samantha Moody
                                         ---------------------------------------
                                         Secretary

State of California                 )
                                    ) ss
County of Monterey                  )

     On  the 10  day  of  December,  1999,  personally  appeared  before  me the
Secretary of Auric Enterprises,  Inc., a Nevada  corporation,  the signer of the
above  instrument,  who duly  acknowledged  to me that he  executed  the same on
behalf of said corporation pursuant to duly adopted director's resolutions.

                                         s/Jessica Hinrichs
                                         ---------------------------------------
                                         NOTARY PUBLIC

                                         395 Del Monte Center
                                         ---------------------------------------

                                         Monterey CA 93940
                                         ---------------------------------------

My Commission Expires 12/03/02

               JESSICA HINRICHS
              Commission #1203529
SEAL         Notary Public-California
                 Monterey County

         My Comm. Expires Dec 3, 2002

                                     Page 5

                                                                              47




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