UNITED
STATES SECURITIES AND EXCHANGE COMMISSION




Washington,
D.C. 20549




FORM
10-Q




(Mark
One)


þ
            
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended June 30, 2009




o
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934




OR




For
the transition period from 
to




Commission file number3330-153699




FEEL
GOLF COMPANY, INC.


(Exact
name of small business issuer as specified in its charter)




California
            
            77-0532590State
      or other jurisdiction of
            
            (IRS
      EmployerIncorporation
      or organization
            
            Identification
      Number)1354-T
      Dayton Street Salinas, CA
            
            93901(Address
      of principal executive offices)
            
            (Zip
      Code)




(831)
422-9300


(Issuer’s
telephone number, including area code)




(Former
name, former address and former fiscal year, if changed)







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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
              (Do
      not check if a smaller reporting company)
            o
            
            Smaller
      reporting company
            x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.)  Yes o   No
x





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court.    Yes þ   No
o





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 17,128,675 common shares outstanding
as of August 18, 2009.

















FEEL
GOLF COMPANY, INC.






TABLE
OF CONTENTS




PagePart
      I — Financial InformationItem 1 —
      Financial Statements
                      F-1Report
      of Independent Accounting Firm
                      F-2Balance
      Sheets as of March 31, 2009 (Unaudited) and December 31,
      2008
                      F-3Unaudited
      Statements of Operations for the Three Months Ended March 31, 2009 and
      March 31, 2008
                      F-4Unaudited
      Statements of Cash Flows for the Three Months Ended March 31, 2009 and
      March 31, 2008.
                      F-5Notes
      to Financial Statements
                      F-6Item 2 —
      Management’s Discussion and Analysis or Plan of
      Operation
                      1Item 3 —
      Quantitative and Qualitative Disclosures About Market
      Risk
                      4Item
      4T  — Controls and Procedures
                      4Part
      II — Other InformationItem 1 —
      Legal Proceedings
                      5Item 1A
      — Risk Factors
                      5Item 2 —
      Unregistered Sales of Equity Securities and Use of
      Proceeds
                      5Item 3 —
      Defaults Upon Senior Securities
                      5Item 4 —
      Submission of Matters to a Vote of Security Holders
                      5Item 5 —
      Other Information
                      5Item 6
      —Exhibits
                      5Certification
      of CEO Pursuant to Section 302Certification
      of CFO Pursuant to Section 302Certification
      of Officers Pursuant to Section 906












PART
I — FINANCIAL INFORMATION









Index
to Financial Statements






BALANCE
      SHEETS
                F-2STATEMENTS
      OF OPERATIONS
                F-3STATEMENT
      OF STOCKOLDERS' EQUITY
                F-4STATEMENTS
      OF CASH FLOWS
                F-5NOTES
      TO THE FINANCIAL STATEMENTS
                F-6




















F-1




FEEL
GOLF COMPANY, INC.




Balance
      SheetsASSETSJune
      30,
                          
                          December
      31,2009
                          
                          2008(Unaudited)CURRENT
      ASSETSCash
                          
                          $
                          23,579
                          
                          
                          $
                          5,220Accounts
      Receivable, Net (Note 5)
                          
                          
                          27,086
                          
                          
                          
                          33,933Receivable
      from Shareholder (Note 6)
                          
                          
                          17,137
                          
                          
                          
                          18,137Barter
      Receivable (Note 7)
                          
                          
                          56,859
                          
                          
                          
                          65,577Inventory
      (Note 8)
                          
                          
                          159,154
                          
                          
                          
                          159,259Prepaid
      Expenses
                          
                          
                          15,362
                          
                          
                          
                          12,146Total
      Current Assets
                          
                          
                          299,177
                          
                          
                          
                          294,272PROPERTY,
      PLANT and EQUIPMENT, net
                          
                          
                          29,542
                          
                          
                          
                          49,181OTHER
      ASSETS, net
                          
                          
                          3,952
                          
                          
                          
                          4,396TOTAL
      ASSETS
                          
                          $
                          332,671
                          
                          
                          $
                          347,849LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      Payable and Accrued Expenses
                          
                          $
                          358,845
                          
                          
                          $
                          298,652Note
      Payable
                          
                          
                          5,117
                          
                          
                          
                          -Short-Term
      Related Party Payable
                          
                          
                          6,716
                          
                          
                          
                          234,515Total
      Current Liabilities
                          
                          
                          370,678
                          
                          
                          
                          533,167LONG-TERM
      RELATED PARTY NOTES PAYABLE
                          
                          
                          799,960
                          
                          
                          
                          539,195TOTAL
      LIABILITIES
                          
                          
                          1,170,638
                          
                          
                          
                          1,072,362COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.01 par value; 100,000,000 sharesauthorized,
      16,178,675 and 15,845,575 shares issuedand
      outstanding as of June 30, 2009 and December 31, 2008
                          
                          
                          16,179
                          
                          
                          
                          15,846Additional
      Paid-in Capital
                          
                          
                          4,946,197
                          
                          
                          
                          4,630,755Accumulated
      Deficit
                          
                          
                          (5,800,343
                          )
                          
                          
                          (5,371,114
                          )Total
      Stockholders' Equity (Deficit)
                          
                          
                          (837,967
                          )
                          
                          
                          (724,513
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                          
                          $
                          332,671
                          
                          
                          $
                          347,849
  The
accompanying condensed notes are an integral part of these financial
statements.





F-2








FEEL
      GOLF COMPANY, INC.Statements
      of Operations(Unaudited)For
      the Three Months Ended
                          
                          
                          For
      the Six Months EndedJune
      30,
                          
                          
                          June
      30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008REVENUES
                          
                          $
                          183,092
                          
                          
                          $
                          192,632
                          
                          
                          $
                          251,955
                          
                          
                          $
                          366,819COST
      OF SALES
                          
                          
                          38,861
                          
                          
                          
                          40,286
                          
                          
                          
                          67,783
                          
                          
                          
                          75,489GROSS
      MARGIN
                          
                          
                          144,231
                          
                          
                          
                          152,346
                          
                          
                          
                          184,172
                          
                          
                          
                          291,330OPERATING
      EXPENSESStock
      Based Compensation
                          
                          
                          49,032
                          
                          
                          
                          -
                          
                          
                          
                          160,000
                          
                          
                          
                          -Salaries
                          
                          
                          24,371
                          
                          
                          
                          26,142
                          
                          
                          
                          47,199
                          
                          
                          
                          53,214Advertising
                          
                          
                          2,404
                          
                          
                          
                          10,969
                          
                          
                          
                          9,241
                          
                          
                          
                          17,526Rent
                          
                          
                          9,685
                          
                          
                          
                          10,540
                          
                          
                          
                          20,140
                          
                          
                          
                          26,023Professional
      Fees
                          
                          
                          30,012
                          
                          
                          
                          24,453
                          
                          
                          
                          46,595
                          
                          
                          
                          26,472Depreciation
      and Amortization
                          
                          
                          13,347
                          
                          
                          
                          11,894
                          
                          
                          
                          22,839
                          
                          
                          
                          36,716Other
      Selling, General and Administrative Expenses
                          
                          
                          229,716
                          
                          
                          
                          28,778
                          
                          
                          
                          256,953
                          
                          
                          
                          91,199Total
      Operating Expenses
                          
                          
                          358,567
                          
                          
                          
                          112,776
                          
                          
                          
                          562,967
                          
                          
                          
                          251,150INCOME
      (LOSS) FROM OPERATIONS
                          
                          
                          (214,336
                          )
                          
                          
                          39,570
                          
                          
                          
                          (378,795
                          )
                          
                          
                          40,180OTHER
      INCOME AND (EXPENSE)Interest
      expense
                          
                          
                          (27,610
                          )
                          
                          
                          (4,313
                          )
                          
                          
                          (50,434
                          )
                          
                          
                          (25,787
                          )NET
      LOSS BEFORE TAXES
                          
                          
                          (241,946
                          )
                          
                          
                          35,257
                          
                          
                          
                          (429,229
                          )
                          
                          
                          14,393Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (800
                          )NET
      INCOME
                          
                          $
                          (241,946
                          )
                          
                          $
                          35,257
                          
                          
                          $
                          (429,229
                          )
                          
                          $
                          13,593BASIC
      AND DILUTED LOSS PER COMMON SHARE
                          
                          $
                          (0.02
                          )
                          
                          $
                          0.00
                          
                          
                          $
                          (0.03
                          )
                          
                          $
                          0.00WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
                          
                          
                          16,032,363
                          
                          
                          
                          14,582,308
                          
                          
                          
                          15,938,969
                          
                          
                          
                          14,582,308
  The
accompanying condensed notes are an integral part of these financial
statements.




F-3





FEEL
      GOLF COMPANY, INC.Statements
      of Stockholders' Equity (Deficit)AdditionalCommon
      Stock
                  
                  
                  Paid-In
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  TotalBalance,
      December 31, 2007
                  
                  
                  13,537,349
                  
                  
                  $
                  13,537
                  
                  
                  $
                  2,324,838
                  
                  
                  $
                  (4,063,002
                  )
                  
                  $
                  (1,724,627
                  )Common
      stock issued in debt conversionat
      $1.00 per share
                  
                  
                  1,000,000
                  
                  
                  
                  1,000
                  
                  
                  
                  999,000
                  
                  
                  
                  -
                  
                  
                  
                  1,000,000Common
      stock issued for cashat
      $1.00 per share
                  
                  
                  77,500
                  
                  
                  
                  78
                  
                  
                  
                  77,422
                  
                  
                  
                  -
                  
                  
                  
                  77,500Stock
      issued for servicesat
      $1.00 per share
                  
                  
                  1,230,726
                  
                  
                  
                  1,231
                  
                  
                  
                  1,229,495
                  
                  
                  
                  -
                  
                  
                  
                  1,230,726Net
      loss for the year endedDecember
      31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,308,112
                  )
                  
                  
                  (1,308,112
                  )Balance,
      December 31, 2008
                  
                  
                  15,845,575
                  
                  
                  
                  15,846
                  
                  
                  
                  4,630,755
                  
                  
                  
                  (5,371,114
                  )
                  
                  
                  (724,513
                  )Stock
      issued for servicesat
      $1.00 per share (unaudited)
                  
                  
                  310,000
                  
                  
                  
                  310
                  
                  
                  
                  309,690
                  
                  
                  
                  -
                  
                  
                  
                  310,000Stock
      issued for servicesat
      $0.25 per share (unaudited)
                  
                  
                  23,100
                  
                  
                  
                  23
                  
                  
                  
                  5,752
                  
                  
                  
                  -
                  
                  
                  
                  5,775Net
      loss for the six monthsended
      June 30, 2009 (unaudited)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (429,229
                  )
                  
                  
                  (429,229
                  )Balance,
      June 30, 2009 (unaudited)
                  
                  
                  16,178,675
                  
                  
                  $
                  16,179
                  
                  
                  $
                  4,946,197
                  
                  
                  $
                  (5,800,343
                  )
                  
                  $
                  (837,967
                  )
  The
accompanying condensed notes are an integral part of these financial
statements.




F-4




FEEL
GOLF COMPANY, INC.


Statements
      of Cash Flows(Unaudited)For
      the Six Months EndedJune
      30,2009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (Loss)
                    
                    $
                    (429,229
                    )
                    
                    $
                    13,593Adjustments
      to Reconcile Net Income (Loss) to NetCash
      Used by Operating Activities:Depreciation
                    
                    
                    22,839
                    
                    
                    
                    36,716Stock
      Issued for Services
                    
                    
                    315,775
                    
                    
                    
                    -Changes
      in operating assets and liabilities:Accounts
      receivable
                    
                    
                    15,797
                    
                    
                    
                    (44,764
                    )Barter
      Receivable
                    
                    
                    8,718
                    
                    
                    
                    (16,606
                    )Inventory
                    
                    
                    105
                    
                    
                    
                    (9,119
                    )Prepaid
      Expenses
                    
                    
                    (3,216
                    )
                    
                    
                    (15,994
                    )Accounts
      Payable and Accrued Expenses
                    
                    
                    51,243
                    
                    
                    
                    116,422Other
      Assets
                    
                    
                    444
                    
                    
                    
                    (438
                    )Net
      Cash Provided by (Used in) Operating Activities
                    
                    
                    (17,524
                    )
                    
                    
                    79,810CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from Receivable from Shareholder
                    
                    
                    1,000
                    
                    
                    
                    -Purchase
      of Intangible Assets
                    
                    
                    -
                    
                    
                    
                    (44,614
                    )Purchase
      of Property and Equipment
                    
                    
                    (3,200
                    )
                    
                    
                    (7,244
                    )Net
      Cash Used in Investing Activities
                    
                    
                    (2,200
                    )
                    
                    
                    (51,858
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      Proceeds from Sale of Common Stock
                    
                    
                    -
                    
                    
                    
                    77,500Repayment
      of Related Party Payable
                    
                    
                    (49,877
                    )
                    
                    
                    (133,810
                    )Repayment
      of Notes Payable
                    
                    
                    -
                    
                    
                    
                    (4,434
                    )Proceeds  from
      Notes Payable
                    
                    
                    5,117
                    
                    
                    
                    -Proceeds
      from Related Party Notes Payable
                    
                    
                    82,843
                    
                    
                    
                    59,878Net
      Cash Provided by (Used in) Financing Activities
                    
                    
                    38,083
                    
                    
                    
                    (866
                    )NET
      DECREASE IN CASH
                    
                    
                    18,359
                    
                    
                    
                    27,086CASH
      AT BEGINNING OF PERIOD
                    
                    
                    5,220
                    
                    
                    
                    6,606CASH
      AT END OF PERIOD
                    
                    $
                    23,579
                    
                    
                    $
                    33,692SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                    
                    $
                    18,272
                    
                    
                    $
                    25,787Income
      Taxes
                    
                    
                    -
                    
                    
                    
                    -NON
      CASH FINANCING ACTIVITIESNone
                    
                    
                    -
                    
                    
                    
                    -
  The
accompanying condensed notes are an integral part of these financial
statements.




F-5




FEEL
GOLF COMPANY, INC.


CONDENSED
FOOTNOTES TO THE FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008




NOTE
1 - DESCRIPTION OF BUSINESS





Feel Golf
Company, Inc. (the "Company") was incorporated on February 14, 2000 under the
laws of the State of California in the United States of America. The Company
designs, manufactures and conducts international marketing and sales of its golf
clubs and golf club grips.  The Company's products are based on
proprietary patented technology that is used to produce golf clubs and golf
grips which the Company believes have the best "feel" of any golf clubs and golf
grips in the market.




Control
by Principal Stockholders





The
Company’s directors, executive officers and their affiliates or related parties,
own beneficially and in the aggregate, the majority of the voting power of the
outstanding shares of the common stock of the Company. Accordingly, if voting
their respective shares uniformly, the directors, executive officers and their
affiliates would have the ability to control the approval of most corporate
actions, including increasing the authorized capital stock of the Company and
the dissolution, merger or sale of the Company’s assets or
business.





NOTE
2 – BASIS OF PRESENTATION





In the
opinion of management, the accompanying balance sheets and related interim
statements of income, cash flows, and stockholders' equity include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation in conformity with accounting principles generally accepted in the
United States of America ("U.S. GAAP").  Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue and expenses.  Actual
results and outcomes may differ from management's estimates and
assumptions.





Interim
results are not necessarily indicative of results for a full
year.  The information included in this Form 10-Q should be read in
conjunction with information included n the Form 10-K.





NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Recent Accounting
Pronouncements





In May
2009, the FASB issued FAS 165, “Subsequent Events”.  This pronouncement
establishes standards for accounting for and disclosing subsequent events
(events which occur after the balance sheet date but before financial statements
are issued or are available to be issued). FAS 165 requires and entity to
disclose the date subsequent events were evaluated and whether that evaluation
took place on the date financial statements were issued or were available to be
issued. It is effective for interim and annual periods ending after June 15,
2009. The adoption of  FAS 165 did not have a material impact on the
Company’s financial condition or results of operation.






F-6




In June
2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an
amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s  first annual reporting period
that begins after November 15,  2009. The Company does not expect the
adoption of  FAS 166 to have an impact on the Company’s results of
operations, financial condition or cash flows.





In June
2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R) ”.
FAS 167 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise’s involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entity’s  first annual reporting period
that begins after November 15,  2009. The Company does not expect the
adoption of  FAS 167 to have an impact on the Company’s results of
operations, financial condition or cash flows.





In June
2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become
the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.The Company does not expect the adoption of  FAS
168 to have an impact on the Company’s results of operations, financial
condition or cash flows.





NOTE
4 – GOING CONCERN





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The Company has an accumulated deficit of
$5,800,343 as of June 30, 2009, and had a generated a loss from operations of
$241,946 and $429,229 for the three and six months ended June 30, 2009,
respectively, which raises substantial doubt about the Company’s ability to
continue as a going concern.  There is no guarantee that the Company
will achieve profitable operations in the next fiscal year. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.





The
future of the Company is dependent upon its ability to obtain debt or equity
financing and the profitable expansion of the Company's operations. Management
has plans to seek additional capital through a private placement or public
offering of its common stock.  The Company has an extensive marketing
plan that it hopes to implement in 2009 and expects the marketing plan will
generate increased sales with new customers and within new
demographics.





The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.





NOTE
5 – ACCOUNTS RECEIVABLE





The
following table provides details on changes within the Company’s allowance for
doubtful accounts during the six months ended June 30, 2009 and 2008,
respectively.





2009
                
                2008Beginning
      allowance for doubtful accounts
                
                $
                5,000
                
                
                $
                5,000Additional
      charge to bad debt expense
                
                
                -
                
                
                
                -Ending
      allowance for doubtful accounts
                
                $
                5,000
                
                
                $
                5,000




NOTE
6 – OTHER RECEIVABLE




In
accordance with an August 4, 2008 investment banking agreement with Criterion
Capital Partners LLC (“Criterion”), the Company is to be reimbursed for certain
accounting and legal costs incurred during 2008.  The Company
completed a self registration under the Exchange Act of 1933 with the United
States Securities and Exchange Commission on February 12, 2009.  As a
result, the Company is expecting reimbursement of these costs which totaled
$17,137 and $18,137 as of June 30, 2009 and December 31, 2008,
respectively.  The Company has no reason to believe it cannot collect
on this receivable.




NOTE
7 – BARTER RECEIVABLE




The
Company is involved in two barter organizations that involve the sale of the
Company’s products and the Company has access to goods and services of member
organizations of the barter organizations.  As of June 30, 2009 and
December 31, 2008, the Company had built up a receivable of goods and services
through the barter organizations of $56,859 and $65,577
respectively.






F-7




NOTE
8 – INVENTORY




Inventories
are stated at the lower of the cost (determined using the first-in, first-out
method) and are comprised of the following:




June
      30, 2009
                    
                    December
      31, 2008Raw
      Materials
                    
                    $
                    120,533
                    
                    
                    $
                    114,943Finished
      Goods
                    
                    
                    17,957
                    
                    
                    
                    24,967Overhead
      Allocation
                    
                    
                    20,664
                    
                    
                    
                    19,349$
                    159,154
                    
                    
                    $
                    159,259




NOTE 9 - PROPERTY AND
EQUIPMENT





Property
and equipment consisted of the following:




June
      30, 2009
                          
                          
                          December
      31, 2008Furniture
      & Fixtures
                          
                          $
                          290,994
                          
                          
                          $
                          291,830Office
      Equipment
                          
                          
                          82,472
                          
                          
                          
                          78,376Trade
      Show Booth
                          
                          
                          53,138
                          
                          
                          
                          53,138Leasehold
      Improvements
                          
                          
                          6,219
                          
                          
                          
                          6,219432,763
                          
                          
                          
                          429,563Less:
      Accumulated Depreciation
                          
                          
                          (403,221
                          )
                          
                          
                          (380,382
                          )$
                          29,542
                          
                          
                          $
                          49,181




Depreciation
and amortization totaled $13,347 and $22,839 for the three and six months ended
June 30, 2009 and $11,894 and $36,716 for the same periods ended June 30, 2008,
respectively.




NOTE
10 - RELATED PARTY PAYABLE





On
September 30, 2008, the Company entered into a balloon promissory note for
$525,826 with the Company’s Chief Executive Officer. The promissory note carries
interest at 7% and the balloon payment is due in full on December 31,
2012.





The table
below details transactions related to the advances and repayments to the
Company's Chief Executive Officer during the six months ended June 30,
2009:




Beginning
      Balance Payable (Principal and Interest), as of December 31,
      2008
                    
                    $
                    539,195Repayments
      and Adjustments to Reduce Principal Balance
                    
                    
                    (49,877
                    )Accrued
      Interest
                    
                    
                    18,800Advances
      From Chief Executive Officer
                    
                    
                    35,150Ending
      Balance Payable, as of June 30, 2009
                    
                    $
                    543,268





On
February 28, 2009, the Company entered into a convertible promissory note with
an unaffiliated individual for $5,000.  The convertible promissory
note carries interest at 7% per annum and is due on demand on November 25,
2009.  Upon maturity and if not paid in full, the convertible
promissory note is convertible into the Company's common stock at the current
market value of Company’s common stock at the holder’s discretion.





On
February 13, 2008, the Company entered into a promissory note for $30,000 with a
trust controlled by a member of the Company’s Board of Directors.  The
promissory note carries interest at 7% and was due in full on February 12,
2009.  The Company defaulted on this promissory note and as of May 30,
2009 has renegotiated this note into a balloon note that is due on December 31,
2011.  The stated interest rate of this note is seven
percent.





On
December 31, 2005, the Company entered into a promissory note for $185,198 with
a member of the Company’s Board of Directors.  The promissory note
carries interest at 7%, required payments on the principle balance outstanding
of $2,100 a month and was due in full in approximately March,
2013.  The Company defaulted on this promissory note, which caused the
promissory note to be due on demand and as of May 30, 2009 has renegotiated this
note into a balloon note that is due on December 31, 2011.  The stated
interest rate of this note is seven percent.





F-8





On March
10, 2009, the Company entered into a short term note payable with a trust
controlled by a shareholder for $20,000.  The short term note payable
carries interest at 10% per annum and is due in full on December 31,
2009.  The holder of the short term note payable also has an option to
convert the outstanding balance on the note subsequent to June 30,
2009.  The conversion price will be calculated based on a 20% discount
to the average of the previous 30 days’ closing price of the Company’s common
stock.  As of May 30, 2009 the Company has renegotiated this note into
a balloon note and combined it with the two previous notes that were in
default.  The balloon note is due on December 31, 2011 and accrues
interest at seven percent.





Interest
expense for the three and six months ended June 30, 2009 and 2008, was $27,610
and $50,434, respectively.





NOTE
11 - STOCKHOLDERS’ EQUITY




Feel Golf
Company, Inc. is authorized to issue 100,000,000 shares, in aggregate,
consisting of 100,000,000 shares of common stock.  The Company's
Certificate of Incorporation authorizes the Board of Directors (the “Board”) to
determine the preferences, limitations and relative rights of any class or
series of Company preferred stock prior to issuance and each such class or
series must be designated with a distinguishing designation prior to issuance.
As of June 30, 2009, 16,178,675 shares of the Company’s common stock were issued
and outstanding.





On March
7, 2009, the Company hired James Crane, of Crane & Company, as its Chief
Financial Officer.  Mr. Crane received cash compensation on a monthly
basis and was awarded 160,000 shares of the Company’s common
stock.  The Company issued 160,000 shares of the Company’s common
stock to James Crane on May 3, 2009.  The agreement with Crane &
Company was terminated on July 27, 2009.





On March
11, 2009, the Company entered into an Investor Relations Agreement with Cirrus
Financial Communications, LLC (“Cirrus”).  In accordance with the
Investor Relations Agreement, the Company agreed to issue 110,000 shares of the
Company’s common stock to Cirrus immediately. An additional issuance of 140,000
shares of the Company’s common stock was to be earned over the subsequent four
months beginning on April 13, 2009.  The agreement with Cirrus was
terminated as of May 27, 2009 with a total of 150,000 shares being earned and
issued.





On May
22, 2009 the Company issued 23,100 shares of restricted common stock to Anslow
& Jaclin, the Company’s legal counsel.  The shares were issued as
payment for legal services performed.





NOTE
12 - COMMITMENTS & CONTINGENCIES





Operating
Leases





On
February 1, 2007, the Company entered into a thirty six month lease agreement
with an unrelated party for approximately 5,500 square feet of manufacturing and
office space in Salinas, California.  The following table summarizes
the Company’s future minimum lease payments under operating lease agreements for
the five years subsequent to June 30, 2009:





2009
              
              $
              21,6812010
              
              
              42,8652011
              
              
              43,937$
              108,483





The
Company recognizes lease expense on a straight-line basis over the life of the
lease agreement. Contingent rent expense is recognized as it is incurred. Total
rent expense in continuing operations from operating lease agreements was $9,685
and $20,140 for the three and six months ended June 30, 2009.




Contingent
Liabilities




On August
4, 2008, the Company entered into a consulting agreement with Criterion for
investment banking services.  Under the terms of the contract,
Criterion received 1,205,726 shares of the Company's common stock, valued at
$1,205,726, as the base compensation for Criterion's
services.  Additionally, if the Company’s common stock should be
listed on the NASDAQ Global Select market by November 1, 2009, then Criterion
would immediately be entitled to purchase up to 1% of the Company’s fully
diluted common stock at a 20% discount to the average closing price of the
Company’s common stock for the 30 trading days prior to November 1,
2009.  Or, at the option of Criterion, Criterion would receive
cashless warrants representing 1% of the Company’s current fully diluted
outstanding common stock at an exercise price equal to a 20% discount to the
average closing price of the Company’s common stock for the 30 trading days
prior to November 1, 2009.






F-9





Litigation




The
Company may be involved from time to time in ordinary litigation that will not
have a material effect on its operations or finances. The Company is not aware
of any pending or threatened litigation against the Company or the Company's
officers and directors in their capacity as such that could have a material
impact on the Company's operations or finances.





NOTE
13 - RELATED PARTY TRANSACTIONS





Through
the date of these financial statements, the Company had significant related
party transactions with its majority stockholder and Chief Executive Officer, or
entities controlled by the Chief Executive Officer.





On
January 2, 2008, a trust controlled by the Company’s Chief Executive Officer
agreed to convert $1,000,000 in debt the Company owed to the trust into
1,000,000 shares of the Company's common stock valued at
$1,000,000.





On May
30, 2009 the Company renegotiated a promissory note of $256,692 with a trust
controlled by a member of the Company’s Board of Directors.  The new
promissory note is a balloon note with payment due on December 31,
2011.  The note carries interest at 7% per
annum.





As of
June 30, 2009 the Company has a promissory note of $543,268 with the Company’s
Chief Executive Officer. The promissory note is a balloon note that matures on
December 31, 2012.  The stated interest rate on the loan is 7% per
annum.





NOTE
14 – STOCK BASED COMPENSATION





The
Company recognizes stock issued to employees and officers of the Company either
in lieu of salary or as a bonus as stock based compensation.  On March
7, 2009 the Company agreed to issue 160,000 shares of common stock to its acting
CFO, Crane & Company, in exchange for services performed.  The
total estimated value of these shares was $160,000.  Accordingly, the
Company recognized stock based compensation expense of $160,000 during the six
months ended June 30, 2009.





NOTE
15 – SUBSEQUENT EVENTS





On July
23, 2009 the Company issued a total of 950,000 shares of restricted common stock
to various employees as compensation.  The shares were issued for
services to be performed subsequent to the issuance thus no deferred
compensation was recorded during the six months ended June 30,
2009.





On July
27, 2009 the Company signed an agreement with Security Research Associates, Inc.
(SRA) to perform various investment banking services.  The Company has
agreed to pay SRA an upfront retainer fee of 100,000 shares of common stock, has
agreed to reimburse expenses up to $15,000 and various other fees related to the
successful completion of aforementioned mergers and financing activities
completed by the Company.  The agreement will expire on October 30,
2009.





On August
3, 2009 the Company entered into an agreement with Caldwell Golf Corporation to
purchase 100% of the assets of Caldwell Golf Corporation.  The asset
purchase come with no assumption of the liabilities of Caldwell Golf
Corporation.  In exchange for the assets, the Company agrees to issue
1,250,000 shares of restricted common stock.  The Company further
agrees to pay the seller a net earned royalty of 10% of the sales of the
acquired assets in an amount not to exceed $250,000.





F-10




ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS.





CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS




This
report contains forward-looking statements that involve risks and uncertainties.
We generally use words such as “believe,” “may,” “could,” “will,” “intend,”
“expect,” “anticipate,” “plan,” and similar expressions to identify
forward-looking statements, including statements regarding our ability to
continue to create innovative technology products, our ability to continue to
generate new business based on our sales and marketing efforts, referrals and
existing relationships, our financing strategy and ability to access the capital
markets and other risks discussed in our Risk Factor section included in our
Form 10-K, as amended, for the year ended December 31, 2008, as filed with the
Securities and Exchange Commission on April 23, 2009. Although we believe the
expectations expressed in the forward-looking statements included in this Form
10-Q are based on reasonable assumptions within the bounds of our knowledge of
our business, a number of factors could cause our actual results to differ
materially from those expressed in any forward-looking statements. We cannot
assure you that the results or developments expected or anticipated by us will
be realized or, even if substantially realized, that those results or
developments will result in the expected consequences for us or affect us, our
business or our operations in the way we expect. We caution readers not to place
undue reliance on these forward-looking statements, which speak only as of their
dates. We do not intend to update any of the forward-looking statements after
the date of this document to conform these statements to actual results or to
changes in our expectations, except as required by law.




Company
Overview





Our
financial statements for the three and six months ended June 30, 2009 and 2008
reflect net operating losses of $241,946 and $429,229 for 2009 and net operating
income of $35,257 and $13,593, respectively.  This is based on gross
revenues of $68,684 and $174,187 in 2009 and $192,632 and $366,819 in
2008.




Plan
of Operation





While we
make golf clubs and golf grips, our primary business and marketing plans will
initially be focused on our golf grips and wedges. We believe we can launch an
aggressive but well-directed marketing campaign to rapidly grow our revenue and
significantly maximize our market potential.  To reach the mass
market, we will more frequently advertise our grips, the Full ReleaseTM
Performance grips in particular, on The Golf Channel in the U.S.
We plan to develop additional strategic advertising and promotion plans
including key industry endorsements, press releases, additional TV spots, major
golf magazine print ads, our sponsored media days for major magazine equipment
writers, weekly schedules with retailer demo days, enhanced and continual
in-store support programs, open-to-the public as well as privately sponsored
clinics, annual trade-shows, and continuous in-house productions of articles and
editorials.




As noted
previously, we currently do not have the necessary capital to implement our
marketing campaign and if successful in raising sufficient capital for
marketing, there can be no assurance that this capital and/or increased
marketing efforts will increase revenues.   There can also be no
assurance we will be successful in raising sufficient marketing capital to
implement this campaign. Assuming we are able to raise sufficient capital in
support of our marketing strategy, we plan to develop five distinct sales
channels:





·         Direct
to Consumer: We plan to use direct response marketing in advertisement and
infomercials, running primarily on Golf Channel, websites and national print
media.





·         Wholesale
Distribution: We plan to employ a well-trained and efficient sales staff to sell
and provide ongoing marketing and in-store support to U.S. major golf
retailers.





·         Internet
Sales: We plan to hire two (2) skilled employees to aggressively market our line
of products on the Internet at retail prices on our website.





·         International:
Asia is a prominent international market where golf as a sport is rapidly
growing. We plan to hire two (2) Company Representatives to be responsible for
continuous training our distributors in Asia and Europe, although our
international distributors are responsible for their own marketing
expenditures.




·         Call Center
and Inside Sales: We plan to further assemble an effective in house
telemarketing sales force to sell direct to our consumers and handle both
inbound and outbound customer communications and sales.





Results of
Operations





The
following table sets forth our results of the operations for the three and six
months ended on June 30, 2009 and 2008.





1




Three
Months Ended June 30, 2009 and 2008




June
      30, 2009
                  
                  
                  June
      30, 2008
                  
                  
                  Increase
                    (Decrease)
                  
                  
                  Percentage
                    Increase
                    (Decrease)Revenues
                  
                  $
                  183,092
                  
                  
                  $
                  192,632
                  
                  
                  $
                  (9,540
                  )
                  
                  
                  (5)
                  %Cost
      of Sales
                  
                  
                  38,861
                  
                  
                  
                  40,286
                  
                  
                  
                  (1,425
                  )
                  
                  
                  (4)
                  %Gross
      Profit
                  
                  
                  144,231
                  
                  
                  
                  152,346
                  
                  
                  
                  (8,115
                  )
                  
                  
                  (5)
                  %Operating
      Expenses
                  
                  
                  358,567
                  
                  
                  
                  112,776
                  
                  
                  
                  245,791
                  
                  
                  
                  218
                  %Other
      Expenses
                  
                  
                  (27,610
                  )
                  
                  
                  (4,313)
                  
                  
                  
                  23,297
                  
                  
                  
                  540
                  %Income
      Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  %Net
      Loss
                  
                  
                  (241,946
                  )
                  
                  
                  35,257
                  
                  
                  
                  (277,203)
                  
                  
                  
                  (786)
                  %Basic
      and Fully Diluted Loss Per Common Share
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.00)Weighted
      Average Basic and Fully Diluted Common Share
    Outstanding
                  
                  
                  16,032,363
                  
                  
                  
                  14,582,308





Six
Months Ended June 30, 2009 and 2008





June
      30, 2009
                  
                  
                  June
      30, 2008
                  
                  
                  Increase
                    (Decrease)
                  
                  
                  Percentage
                    Increase
                    (Decrease)Revenues
                  
                  $
                  251,955
                  
                  
                  $
                  366,819
                  
                  
                  $
                  (114,864
                  )
                  
                  
                  (31)
                  %Cost
      of Sales
                  
                  
                  67,783
                  
                  
                  
                  75,489
                  
                  
                  
                  (7,706
                  )
                  
                  
                  (10)
                  %Gross
      Profit
                  
                  
                  184,172
                  
                  
                  
                  291,330
                  
                  
                  
                  (107,158
                  )
                  
                  
                  (37)
                  %Operating
      Expenses
                  
                  
                  562,967
                  
                  
                  
                  251,150
                  
                  
                  
                  311,817
                  
                  
                  
                  124
                  %Other
      Expenses
                  
                  
                  (50,434
                  )
                  
                  
                  (26,587
                  )
                  
                  
                  23,847
                  
                  
                  
                  90
                  %Income
      Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  %Net
      Loss
                  
                  
                  (429,229
                  )
                  
                  
                  13,593
                  
                  
                  
                  (442,822
                  )
                  
                  
                  (3,256)
                  %Basic
      and Fully Diluted Loss Per Common Share
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Basic and Fully Diluted Common Share
    Outstanding
                  
                  
                  15,938,969
                  
                  
                  
                  14,582,308





Revenues




For the
three and six months ended June 30, 2009, revenues decreased 5% and 31% from the
three and six months ended June 30, 2008.  The Company's sales have
been significantly impacted by the overall negative economic climate in late
2008 and into 2009.  Revenues generated by the sales of the Company’s
golf clubs increase by approximately $62,400 in the three months ended June 30,
2009 as compared to 2008.  Revenues from golf grip sales decreased by
approximately $52,500 in the three months ended June 30, 2009 as compared to
2008. The Company is intent on implementing a targeted marketing and advertising
campaign in 2009 and will focus on expanding sales of its highly profitable golf
grip products as opposed to its golf clubs.  However, the Company will
require capital, likely in the form of an equity issuance, if it is to finalize
and implement its marketing and advertising plans.  If capital is
raised to fund advertising and marketing expenditures then the Company's
revenues could increase dramatically.  If the Company is unable to
raise capital then the Company is intent on maintaining revenues within a
similar range as 2008 assuming the Company is able to continue
operations.




2




Cost
of Sales




For the
three and six months ended June 30, 2009, our costs of sales decreased 4% and
10% over the three and six months ended June 30, 2008. During the six months
ended June 30, 2009, we imported more product by air than by sea and implemented
a call center at our headquarters in July 2008.  The call center
allowed us to sell more products at retail price, as opposed to wholesale
price.  Our new targeted marketing and advertising plan will focus on
retail pricing opportunities both domestically and abroad.  If our
plans are implemented and successful, we believe we can maintain our current
gross margins.  However, if wholesale pricing opportunities present
themselves, we will likely be aggressive with our pricing in the hope of
obtaining significant wholesale contracts which further expand our
operations.  If we succeed in obtaining significant wholesale
contracts, our gross margins may decrease in 2009.




Gross
Profit




For the
three and six months ended June 30, 2009, our gross profit decreased 5% and 37%
over the same periods ended June 30, 2008. Our sales decreased by 5% and 31% in
2009, which contributed significantly to the 5% and 37% decrease in gross margin
in 2009.




Operating
Expenses




For the
three and six months ended June 30, 2009, our operating expenses increased by
$245,791 and $311,817, or 218% and 124%.  Stock based compensation
occurred in 2009 as we issued a total of 160,000 shares of our common stock,
valued at approximately $160,000, to Chief Financial Officer.  Stock
based compensation was approximately $160,000 in 2009 as compared to $0 in
2008.  In addition to stock based compensation, the Company issued
stock for consulting and legal services totaling approximately $156,000 during
the six months ended June 30, 2009.  These expenses combined with the
stock based compensation account for a majority of the increased operating
expenses.





In 2009,
we began to focus on improving our operating efficiencies and selling through
our current contact base and distributors rather than spending significantly on
advertising.  However, we incurred substantial additional costs
associated with operating as a public company during 2009.  If we are
able to raise capital, we expect to increase of expenditures for advertising and
marketing purposes in 2009.  Otherwise, management is intent to ensure
the Company’s other operating expenses are comparable to 2008.




Other
Expenses




For the
three and six months ended June 30, 2009, our other expenses increased $23,297
and $23,847 over the three and six months ended June 30, 2008. We recorded
interest expense on debts owed to a trust controlled by our Chief Executive
Officer and a trust controlled by a former member of the Company's Board of
Directors. Interest expense on all debts outstanding in 2009 and 2008 was
calculated using the simple interest method and a 7% interest rate per
annum.  Interest expense decreased in the second quarter of 2009 as
compared to the first quarter of 2009 as a result of the decrease in the
effective interest rates charged on most of the Company's unsecured credit card
debts.




Net
Loss




For the
three and six months ended June 30, 2009, our net loss increased 786% and 3,258%
over the same periods ended June 30, 2008. The net loss was generated by the
approximate $315,775 in stock based compensation and services in 2009 as
compared to $0 in 2008.  Additionally, our revenues are not large
enough to create a breakeven scenario.  We need capital to expand
operations and develop new contacts to function as distributors.  If
we are able to raise capital in 2009, then revenue will likely increase as a
result of advertising and marketing and a break even scenario will be more
likely.




Liquidity
and Capital Resources




For
the Six Months Ended June 30, 2009 and December 31, 2008




At June
30, 2009, we had cash and cash equivalents of $23,579 as compared to cash and
cash equivalents of $5,220 as of December 31, 2008. Net cash used in operating
activities for the six months ended June 30, 2009 was $17,524, as compared to
net cash provided by operating activities of $79,810 for the six months ended
June 30, 2008.  This decrease of $97,334, in cash used in operating
activities as compared to the comparable period of the prior year is reflective
of a decrease in revenues and the resulting cash flows associated with the
collection of accounts receivable balances from customers as well as the
increased expenditures resulting from the Company operating as a public company
in 2009.  The Company is incurring approximately $12,000 in additional
expenses per month as result of being a public company.  Additionally,
when the stock based compensation and services paid in stock is not included in
the analysis, our net loss for 2009, decreased to be approximately
$106,000.  We are intent on conserving the Company’s cash and
generating additional revenues and profits through current contacts and
distributors.  However, if we are successful raising capital we will
likely utilize the capital to increase advertising and marketing efforts in the
hope that the expenditures will drive sales growth.




Cash
flows used in investing activities totaled $2,200 and $51,858 for the six months
ended June 30, 2009 and 2008, respectively. We purchased property and equipment
in 2009 and 2008.




Cash
flows provided by financing activities totaled $38,083 during the six months
ended June 30, 2009 as compared to net cash used in financing activities of $866
in 2008.  During the six months ended June 30, 2009, the Company made
repayments to a trust controlled by our Chief Executive Officer of
$41,854.  The trust also advanced a total of $20,744 during the same
period.  No cash was raised through the sale of stock during the six
months ended June 30, 2009 as compared to 77,500 in 2008.




3




At the
present level of business activity, our ongoing monthly gross operating cash
disbursements are expected to average approximately $30,000. As of June 30,
2009, we have negative working capital of $71,501.




FINANCING
ACTIVITIES




On
February 28, 2009, the Company entered into a convertible promissory note with
an unaffiliated individual for $5,000.  The convertible promissory
note carries interest at 7% per annum and is due on demand on November 25,
2009.  Upon maturity and if not paid in full, the convertible
promissory note is convertible into the Company's common stock at the current
market value of Company’s common stock at the holder’s discretion.





On March
10, 2009, the Company entered into a short term note payable with a trust
controlled by a shareholder for $20,000.  The short term note payable
carries interest at 10% per annum and is due in full on December 31,
2009.  The holder of the short term note payable also has an option to
convert the outstanding balance on the note subsequent to June 30,
2009.  The conversion price will be calculated based on a 20% discount
to the average of the previous 30 days’ closing price of the Company’s common
stock.  This note was subsequently renegotiated on May 30, 2009 with
other notes held by the same party into a balloon note with a 7% per annum
interest rate due on December 31, 2011.




MATERIAL
TRENDS AND UNCERTAINTIES




Should
our cash flow shortfalls continue, and should we be unsuccessful in raising
capital, it will have an adverse impact on our business, which in turn will have
an adverse impact on our financial condition and results of operations. While we
are actively assessing our cash flow needs and pursuing multiple avenues of
financing and cash flow generation, there can be no assurance that our
activities will be successful. If our fundraising efforts are not successful, it
is likely that we will not be able to meet our obligations as they come
due.




ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required for smaller reporting companies.




ITEM
4T.  CONTROLS AND PROCEDURES




a)  
Evaluation of Disclosure
Controls. Our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our disclosure controls and procedures as of the
end of our fiscal quarter ended June 30, 2009 pursuant to Rule 13a-15(b) of the
Securities and Exchange Act. Disclosure controls and procedures are controls and
other procedures that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, as appropriate to allow
timely decisions regarding required disclosure. Based on his evaluation, the CEO
concluded that our disclosure controls and procedures were not effective to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the Securities and Exchange Commission’s
rules based on the material weakness described below:





1.        Management's
conclusion is based on, among other things, the audit adjustments recorded for
fiscal years 2008 and 2007, and for the lack of segregation of duties and
responsibilities within the Organization.





It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions.





(b)
  Changes in internal
control over financial reporting.  In order to rectify our
ineffective disclosure controls and procedures, we are developing a plan to
ensure that all information will be recorded, processed, summarized and reported
accurately, and as of the date of this report, we have taken the following steps
to address the above-referenced material weaknesses in our internal control over
financial reporting:




1.
            We
      will continue to educate our management personnel to comply with the
      disclosure requirements of Securities Exchange Act of 1934 and Regulation
      S-K; and2.
            We
      will increase management oversight of accounting and reporting functions
      in the future.




4




PART
II — OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS.





We may be
involved in litigation, negotiation and settlement matters that may occur in our
day-to-day operations. Management does not believe the implication of this type
of litigation will have a material impact on our financial
statements.




ITEM
1A.  RISK FACTORS





Not
required for smaller reporting companies.





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.





On May
22, 2009, we agreed to issue 23,100 shares of common stock to Anslow Jaclin in
exchange for legal services provided.  Such securities were not registered
under the Securities Act of 1933. The issuance of these shares was exempted from
registration pursuant to Section 4(2) of the Securities Act of
1933.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES.





NONE.





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





NONE.





ITEM
5. OTHER INFORMATION.





NONE.




Item
6. Exhibits and Reports of Form 8-K.
  (a)           Exhibits
  31.1    Certification pursuant to Section 302 of Sarbanes
Oxley Act of 2002
  32.1     Certification pursuant to Section 906 of
Sarbanes Oxley Act of 2002
  (b)          
Reports of Form 8-K
 
 On April 3, 2009, the Company filed a
Form 8-k with the SEC for the change in accountant.
 
 On June 25, 2009, the Company filed a
Form 8-k with the SEC for its investment agreement with Auctus.






5




SIGNATURE




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




FEEL
      GOLF COMPANY, INC.
                  (Registrant)Date:
      August  18, 2009
                
                By:
                
                /s/
      Lee MillerLee
      Miller
                  Chief
      Executive Officer and Chief Financial Officer