UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended September 30, 2004

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

For the transition period from              to             

Commission file number: 333-82580

DIABETIC TREATMENT CENTERS OF AMERICA, INC.

(Exact name of Registrant as specified in its charter)

Delaware	59-3733133
(State or other Jurisdiction of Incorporation or organization)	(IRS Employer I.D. No.)

975 East 5400 South

Suite 100

Salt Lake City, Utah 84117

(801) 699-9013

(Address, including zip code, and telephone and facsimile numbers, including area code, of registrant’s executive offices)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of November 10, 2004: 22,721,145 shares of common stock, $.0001 par value per share.

DIABETIC TREATMENT CENTERS OF AMERICA, INC.

FORM 10-QSB

INDEX

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheet (unaudited) at September 30, 2004	3
	Consolidated Statements of Operations (unaudited) for the Three Months and Six Months Ended September 30, 2004 and 2003	4
	Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended September 30, 2004 and 2003	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Controls and Procedures	13
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 2.	Changes in Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Security Holders	14
Item 5.	Other Information	14
Item 6.	Exhibits and Reports on Form 8-K	15
SIGNATURE PAGE		16

2

DIABETIC TREATMENT CENTERS OF AMERICA, INC.

Consolidated Balance Sheet

	September 30, 2004
	(unaudited)
Assets
Current assets:
Cash	$	66,731
Total current assets		66,731
Property and equipment, net		20,714
Other assets		4,500
Total assets	$	91,945
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	5,024
Accrued expenses		11,750
Loans from stockholders		195,000
Total current liabilities		211,774
Stockholders’ deficit:
Common stock, $0.0001 par value, 50,000,000 shares authorized, 22,721,145 shares issued and outstanding at September 30, 2004		2,272
Additional paid-in capital		191,695
Accumulated deficit		(313,796	)
Total stockholders’ deficit		(119,829	)
Total liabilities and stockholders’ deficit	$	91,945

See accompanying notes to unaudited consolidated financial statements.

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DIABETIC TREATMENT CENTERS OF AMERICA, INC.

Consolidated Statements of Operations

	Three Months Ended September 30,						Six Months Ended September 30,
	2004			2003			2004			2003
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue	$	—		$	—		$	—		$	—
Cost of revenue		—			—			—			—
Gross profit		—			—			—			—
General and administrative expenses
Marketing and advertising		18,500			—			18,500			—
Depreciation		329			—			329			—
Professional fees		563			—			563			—
Rent		9,000			—			9,000			—
Payroll and related expenses		18,301			—			18,301			—
Investor relations		20,000			—			20,000			—
Other general and administrative expenses		11,772			—			11,772			—
Total expenses		78,465			—			78,465			—
Loss from continuing operations		(78,465	)		—			(78,465	)		—
Interest expense		(1,989	)		—			(2,668	)		—
Net loss from continuing operations	$	(80,454	)	$	—		$	(81,133	)	$	—
Loss from discontinued operations		(8,247	)		(13,267	)		(20,748	)		(33,609	)
Net loss	$	(88,701	)	$	(13,267	)	$	(101,881	)	$	(33,609	)
Weighted average common shares outstanding		22,721,145			22,721,145			22,721,145			22,721,145
Net loss per share from continuing operations - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net loss per share from discontinued operations - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

See accompanying notes to unaudited consolidated financial statements.

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DIABETIC TREATMENT CENTERS OF AMERICA, INC.

Consolidated Statements of Cash Flows

	Six Months Ended September 30,
	2004			2003
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net loss from continuing operations	$	(81,133	)	$	—
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from discontinued operations		(20,748	)		(33,609	)
Depreciation		329			—
Changes in operating assets and liabilities:
Accounts receivable		1,623			(214	)
Other assets		(4,500	)		—
Accounts payable		338			4,140
Accrued expenses		7,651			19,135
Net cash used in operating activities		(96,440	)		(10,548	)
Cash flows from investing activities:
Purchase of property and equipment		(21,043	)		—
Net cash used in investing activities		(21,043	)		—
Cash flows from financing activities:
Loans from stockholders		175,000			—
Net cash provided by financing activities		175,000			—
Net increase (decrease) in cash		57,517			(10,548	)
Cash, beginning of period	$	9,214		$	10,846
Cash, end of period	$	66,731		$	298
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	—		$	—

See accompanying notes to unaudited consolidated financial statements.

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DIABETIC TREATMENT CENTERS OF AMERICA, INC.

Notes to Consolidated Financial Statements

September 30, 2004

NOTE 1 - ORGANIZATION AND PRINCIPLES OF CONSOLIDATION

Reporting Entity. Formerly Flagstick Ventures, Inc., Diabetic Treatment Centers of America, Inc. and subsidiary (collectively the “Company”) was incorporated on April 4, 2001 under the laws of the State of Delaware. The Company’s fiscal year end was changed from August 31 to March 31. The Company is authorized to issue 50,000,000 shares of common stock, par value $.0001. On April 4, 2001, the Company issued 500 shares to Jeff Arthur Jones in consideration for $100. Also on April 4, 2001, A&Z Golf Corp. was incorporated as a wholly owned subsidiary of the Company. On June 5, 2001, the Company issued 10,000,000 shares to Jeff Arthur Jones in exchange for certain receivables purchased from Jeff A. Jones d/b/a A&Z Golf, pursuant to an asset purchase agreement. From inception until August 2004, the Company’s activities were devoted primarily to the wholesaling of golf equipment.

Name Change. On July 1, 2004, the Board of Directors approved changing the name of the Company from Flagstick Ventures, Inc. to Diabetic Treatment Centers of America, Inc. to reflect its new business direction of owning and operating diabetic treatment centers. On August 4, 2004, the Company ceased operating in the wholesale golf industry to fully pursue its new direction of opening diabetic treatment centers.

Principles of Consolidation. The Company’s consolidated financial statements for the three and six months ended September 30, 2004 and 2003, include the accounts of its wholly owned subsidiary A and Z Golf Corp., a Delaware corporation. All intercompany balances and transactions have been eliminated.

Stock Split. On June 1, 2004, the Company declared a five-for-one stock split in the form of a stock dividend, payable June 2, 2004 to stockholders of record as of June 1, 2004. The Company retained the current par value of $0.0001 for all shares of common stock. Stockholders’ deficit has been restated to give retroactive recognition to the stock split in prior periods by reclassifying from additional paid-in-capital to common stock the par value of the 18,176,916 shares arising from the split.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Income Taxes. The Company utilizes Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has net operating loss carryforwards that may be offset against future taxable income. Due to the uncertainty regarding the success of future operations, management has valued the deferred tax asset allowance at 100% of the related deferred tax assets.

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

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

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DIABETIC TREATMENT CENTERS OF AMERICA, INC.

Notes to Consolidated Financial Statements

September 30, 2004

NOTE 3 – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit, pursuant to the rules and regulations of the U. S. Securities and Exchange Commission for Form 10-QSB. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The unaudited consolidated financial statements included herein reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. Interim results are not necessarily indicative of the results that may be expected for the year. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis or plan of operation, for the year ended March 31, 2004, contained in the Company’s March 31, 2004 Annual Report on Form 10-KSB.

The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced net losses since April 4, 2001 (date of inception), which losses have caused an accumulated deficit of approximately $313,800 as of September 30, 2004. In addition, the Company has consumed cash in its operating activities of approximately $96,400 and $10,500 for the six months ended September 30, 2004 and 2003, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management has been able, thus far, to finance the losses through a public offering and loans from stockholders. The Company is continuing to seek other sources of financing and attempting to increase revenues and has changed its core business of wholesale golf equipment to owning and operating diabetic treatment centers. There are no assurances that the Company will be successful in achieving its goals.

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

NOTE 4 – LOAN FROM STOCKHOLDERS

On February 2, 2004, the Company entered into two promissory notes for $10,000 each with certain stockholders. On June 8, 2004, the Company entered into a promissory note for $25,000 with a certain stockholder. On July 12, 2004, the Company entered into a promissory note for $25,000 with a certain stockholder. On August 12, 2004, the Company entered into a promissory note for $25,000 with a certain stockholder. On September 2, 2004, the Company entered into a promissory note for $25,000 with a certain stockholder. On September 29, 2004, the Company entered into a promissory note for $75,000 with a certain stockholder (collectively the “Notes”). The Notes are unsecured, bear interest at 10 percent per annum and are to be repaid no later than six months from the date of issuance. The Company is currently in default on the notes due July 26, 2004 and September 12, 2004. As of September 30, 2004, accrued interest payable of $2,931 is included in accrued expenses in the accompanying consolidated balance sheets.

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DIABETIC TREATMENT CENTERS OF AMERICA, INC.

Notes to Consolidated Financial Statements

September 30, 2004

NOTE 5 – LEASE AGREEMENTS

The Company is currently opening a diabetic treatment center. On August 1, 2004, the Company signed a new lease agreement to occupy approximately 4,000 square feet of office space in Salt Lake City, Utah, and also serve as our executive offices. Our rent for this location is $4,500 per month and our four year lease expires on July 31, 2008.

NOTE 6 – EMPLOYMENT AGREEMENTS

Effective September 1, 2001, A & Z Golf Corp. agreed in principal to compensate Jeff Jones at a rate of $3,000 a month. This agreement is cancelable by either party upon 30 days written notice. Prior to September 1, 2001, Mr. Jones’ services were donated to A & Z Golf Corp. and the value of those services which amounted to $16,673, were recorded as a capital contribution. Payroll and payroll related expenses forgiven during the three months ended June 30, 2004 and 2003 amounted to $0 and $9,900, respectively. As of April 1, 2004, Mr. Jones has agreed to cancel this agreement as the Company searches for new executives.

Employment Agreement – Chief Medical Officer. In accordance with the new direction of the Company, our Board of Directors entered into an employment agreement with Alireza Falahati-Nini, M.D. to be our Chief Medical Officer. The agreement commenced on July 30, 2004 and expires on July 30, 2006. The agreement includes the payment of a base salary of $5,000 per month, an incentive bonus equal to $625 per month for each activation therapy treatment station filled during the month, and up to 1,000,000 shares of restricted stock based upon performance goals defined in the agreement by our Board of Directors. On September 28, 2004, Dr. Falahati-Nini resigned from his position as Chief Medical Officer and as a member of the Board of Directors. During his tenure with the Company, Dr. Falahati-Nini did not achieve any of the performance goals as defined in his employment agreement and therefore was not issued any restricted shares of the Company’s common stock.

Employment Agreement – Chief Executive Officer. In accordance with the new direction of the Company, our Board of Directors entered into an employment agreement with Arden Oliphant to be its Chief Executive Officer. The agreement commenced on July 30, 2004 and expires on July 30, 2006. The agreement includes the payment of a base salary of $3,500 per month and up to 1,000,000 shares of restricted stock based upon performance goals defined in the agreement by the Board of Directors. Per the agreement, the base salary is adjusted to $5,000 per month from the date the clinic opens through the termination date of the agreement. To date, Mr. Oliphant has not met the any of the performance goals defined by his employment agreement and therefore has not been awarded any shares pursuant to the agreement.

NOTE 6 – SUBSEQUENT EVENTS

Promissory Note. On October 7, 2004, the Company entered into a promissory note for $75,000 with a certain stockholder. The Note is unsecured, bears interest at 10 percent per annum and is to be repaid no later than January 7, 2005.

Agreement with DiabMed. On October 7, 2004, the Company entered into an Agreement with Diabetes Medical Development Corporation, d/b/a DiabMed, to secure the exclusive rights to market and sell certain technologies and products used to treat diabetes in Murray, Utah.

Employment Agreement – Treating Physician. The Company entered into an employment agreement with Sherman Johnson, M.D. to be its Treating Physician on October 19, 2004. The agreement commenced on October 13, 2004 and expires on October 13, 2006. The agreement includes the payment of a base salary of $5,000 per month and an incentive bonus equal to $625 per month for each activation therapy treatment station filed during the month.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes,” or similar language. These forward-looking statements, including those with respect to our operating results for 2004, are based upon current expectations and beliefs of the Company’s management and are subject to risks and uncertainties that could cause results to differ materially from those indicated in the forward-looking statements. Some, but not all, of the factors, which could cause actual results to differ materially include those set forth in the risks discussed below under the subheading “Risk Factors” and elsewhere in this report. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, or to explain why actual results differ. Readers should carefully review the risk factors described in this section below and in any reports filed with the Securities and Exchange Commission (“SEC”).

Overview

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

Until August 2004, through our wholly-owned subsidiary, A & Z Golf Corp., we engaged primarily in the business of wholesale distribution of golf-related equipment, accessories and apparel. Our goal was to grow our wholesale customer base through client solicitation efforts and expanded product offerings. Our strategy was to avail ourselves of our management’s experience and relationships in the golf industry to grow our business as a wholesaler by expanding our supplier base and adding customers. Due to the low volume of purchases we made, it was difficult to improve our cost of sales.

Due to our inability to expand our wholesale golf operations, on July 1, 2004, the Board of Directors approved changing the name of the Company from Flagstick Ventures, Inc. to Diabetic Treatment Centers of America, Inc. to reflect our new business direction of owning and operating diabetic treatment centers. On August 4, 2004, the Company ceased operating in the wholesale golf industry to fully pursue its new direction of opening diabetic treatment centers.

On October 7, 2004, the Company entered into an Agreement with Diabetes Medical Development Corporation, d/b/a DiabMed, to secure the exclusive rights to market and sell certain technologies and products used to treat diabetes in Murray, Utah.

We expect that our diabetic treatment center will generate the majority, if not all, of our revenue in fiscal year 2005.

Plan of Operation

In an effort to obtain the financing necessary to implement our business plan, we filed a registration statement with the Securities and Exchange Commission (the “SEC”) registering 15,000,000 shares for sale at $0.0001 per share. The registration statement was declared effective on August 14, 2002. We closed the offering on December 12, 2002 having sold an aggregate of 12,720,645 shares.

As a result of our current lack of available resources, and our declining orders from our sole customer, we ceased wholesale golf operations on August 4, 2004 to fully pursue a new business purpose by opening and operating diabetic treatment centers. On July 30, 2004, we hired Alireaz Falahati-Nini, M.D. and Arden Oliphant.

9

Dr. Falahati-Nini is an experienced endocrinologist that will serve as our Chief Medical Officer and Mr. Oliphant will serve as our Chief Executive Officer. Both Dr. Falahati-Nini and Mr. Oliphant will serve as members of the Board of Directors. On September 28, 2004, Dr. Falahati-Nini resigned from his position as Chief Medical Officer and member of the Board of Directors. Mr. Jeff Jones will remain as our President and Chairman of the Board of Directors.

Our goal is to successfully open our treatment center in the Salt Lake City area and build a model for expanding our operations throughout the United States.

CONSOLIDATED FINANCIAL INFORMATION

	Three Months Ended September 30,						Six Months Ended September 30,
	2004			2003			2004			2003
Revenue	$	—		$	—		$	—		$	—
Cost of Revenue		—			—			—			—
General and Administrative		78,500			—			78,500			—
Interest Expense		2,000			—			2,700			—
Discontinued operations		(8,200	)		(13,300	)		(20,700	)		(33,600	)
Net Loss	$	(88,700	)	$	(13,300	)	$	(101,900	)	$	(33,600	)

Comparison of the Three Months Ended September 30, 2004 and September 30, 2003.

Net Revenue. Net revenue for the three months ended September 30, 2004 and 2003 was $0. The Company ceased operating in the wholesale golf industry in August 2004 to fully pursue its new direction of opening diabetic treatment centers.

Cost of Revenue. Our cost of revenue for the three months ended September 30, 2004 and 2003 was $0. The Company ceased operating in the wholesale golf industry in August 2004 to fully pursue its new direction of opening diabetic treatment centers.

Selling, General and Administrative. Selling, general and administrative expenses increased $78,500 to $78,500 from $0 for the same period in 2003. This increase can be attributed to the increase in costs associated with opening a diabetic treatment center in the Salt Lake City, Utah area.

Loss on Discontinued Operations. Loss on Discontinued Operations decreased $5,100 to $8,200 from $13,300 for the same period in 2003. This decrease can be attributed to the winding down of wholesale golf operations and changing our business plan to begin to open our first diabetic treatment center in the Salt Lake City, Utah area.

Net Loss. Net loss for 2004 was approximately $88,700 compared to $13,300 for 2003. The increase in our net loss was a result of increased selling, general and administrative expenses incurred by us in 2004.

Comparison of the Six Months Ended September 30, 2004 and September 30, 2003.

Net Revenue. Net revenue for the three months ended September 30, 2004 and 2003 was $0. The Company ceased operating in the wholesale golf industry in August 2004 to fully pursue its new direction of opening diabetic treatment centers.

Cost of Revenue. Our cost of revenue for the three months ended September 30, 2004 and 2003 was $0. The Company ceased operating in the wholesale golf industry in August 2004 to fully pursue its new direction of opening diabetic treatment centers.

Selling, General and Administrative. Selling, general and administrative expenses increased $78,500 to $78,500 from $0 for the same period in 2003. This increase can be attributed to the increase in costs associated with opening a diabetic treatment center in the Salt Lake City, Utah area.

10

Loss on Discontinued Operations. Loss on Discontinued Operations decreased $12,900 to $20,700 from $33,600 for the same period in 2003. This decrease can be attributed to the winding down of wholesale golf operations and changing our business plan to begin to open our first diabetic treatment center in the Salt Lake City, Utah area.

Net Loss. Net loss for 2004 was approximately $101,900 compared to $33,600 for 2003. The increase in our net loss was a result of increase selling, general and administrative expenses incurred by us in 2004.

Liquidity and Capital Resources

Net cash used in operating activities totaled approximately $96,400 during the six months ended September 30, 2004, compared to net cash used of approximately $10,500 for the six months ended September 30, 2003. The increase in cash used in operating activities is a result of the decrease in wages paid by us during 2004.

Net cash provided by financing activities totaled approximately $175,000 and $0 during the six months ended September 30, 2004 and 2003, respectively. During the six months ended September 30, 2004, financing activities consisted primarily of the proceeds from promissory notes from certain stockholders.

At September 30, 2004, we had cash balances in the amount of approximately $66,700. Our principal source of funds has been cash generated from financing activities. We believe that over the next twelve months, our operations will be unable to be sustained by our cash flow from operations. We are currently seeking additional capital financing to fund our operations.

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

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

Critical Accounting Policies

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

Net operating loss carryforwards. We have not recognized the benefit in our financial statements with respect to the approximately $313,800 net operating loss carryforward for federal income tax purposes as of September 30, 2004. This benefit was not recognized due to the possibility that the net operating loss carryforward would not be utilized, for various reasons, including the potential that we might not have sufficient profits to use the carryforward or that the carryforward may be limited as a result of changes in our equity ownership. We intend to use this carryforward to offset our future taxable income. If we were to use any of this net operating loss carryforward to reduce our future taxable income and the Internal Revenue Service were to then successfully assert that our carryforward is subject to limitation as a result of capital transactions occurring in 2002 or otherwise, we may be liable for back taxes, interest and, possibly, penalties prospectively.

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Off Balance Sheet Arrangements

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

Forward Looking Statements

This report includes “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be considered “forward looking statements”. These types of statements are included in the section entitled “Management’s Discussion and Analysis or Plan of Operation.” Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. These statements are further qualified by reference to the risks associated with our business as more fully set forth in our annual report under the heading “RISK FACTORS.”

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ITEM 3 - CONTROLS AND PROCEDURES

We have evaluated, with the participation of our Chief Executive Officer and Principal Financial Officer, the effectiveness of our disclosure controls and procedures as of September 30, 2004. Based on this evaluation, our Chief Executive Officer and Principal Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that we record, process, summarize, and report information required to be disclosed by us in our quarterly reports filed under the Securities Exchange Act within the time periods specified by the Securities and Exchange Commission’s rules and forms.

During the quarterly period covered by this report, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have investments, not material in amount, in certain unconsolidated entities. Since we do not control these entities, our disclosure controls and procedures with respect to these entities are necessarily substantially more limited than those we maintain with respect to our consolidated subsidiaries.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any pending legal proceedings nor is any of its property subject to pending legal proceedings.

Item 2. Changes in Securities and Use of Proceeds.

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 5. Other Information.

Not Applicable.

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Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

EXHIBIT NUMBER	DESCRIPTION
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
99.1	Employment Agreement between Diabetic Treatment Centers of America, Inc. and Alireza Falahati-Nini, M.D. dated as of July 30, 2004.**
99.2	Employment Agreement between Diabetic Treatment Centers of America, Inc. and Arden Oliphant dated as of July 30, 2004.**

* Filed herewith.

** Filed in Report 8-K on August 5, 2004

(b) Reports on Form 8-K.

On August 5, 2004, the Company filed a Current Report on Form 8-K, which announced that the Company changed its name to Diabetic Treatment Centers of America, Inc. to reflect its new business direction of owning and operating diabetic treatment centers. On August 4, 2004, the Company ceased operating in the wholesale golf industry to fully pursue its new direction of opening diabetic treatment centers.

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SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 15, 2004

DIABETIC TREATMENT CENTERS OF AMERICA, INC.
By:	/s/ Arden Oliphant
Name:	Arden Oliphant
Title:	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

By:	/s/ Allan Woodlief	November 15, 2004 (Date)
Name:	Allan Woodlief
Title:	Chief Financial Officer
By:	/s/ Jeff Arthur Jones	November 15, 2004 (Date)
Name:	Jeff Arthur Jones
Title:	President and Chairman

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
99.1	Employment Agreement between Diabetic Treatment Centers of America, Inc. and Alireza Falahati-Nini, M.D. dated as of July 30, 2004.**
99.2	Employment Agreement between Diabetic Treatment Centers of America, Inc. and Arden Oliphant dated as of July 30, 2004.**

* Filed herewith.

** Filed in Report 8-K on August 5, 2004

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