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 September 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





o x





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: 19,206,175 common shares outstanding
as of November 16, 2009.







FEEL
GOLF COMPANY, INC.





TABLE
OF CONTENTS





PagePart
      I — Financial InformationItem 1
      — Financial Statements
            F-1Balance Sheets as of September 30, 2009 (Unaudited) and December 31,
      2008
            F-2Unaudited Statements of Operations for the Three Months and Nine Months
      Ended September 30, 2009 and March 31, 2008
            F-3Unaudited Statements of Cash Flows for the Nine Months Ended September 30,
      2009 and September 31, 2008.
            F-5Notes to Financial Statements
            F-6Item 2
      — Management’s Discussion and Analysis or Plan of
      Operation
            13Item 3
      — Quantitative and Qualitative Disclosures About Market
      Risk
            13Item
      4T  — Controls and Procedures
            13Part
      II — Other InformationItem 1
      — Legal Proceedings
            16Item
      1A — Risk Factors
            16Item 2
      — Unregistered Sales of Equity Securities and Use of
      Proceeds
            17Item 3
      — Defaults Upon Senior Securities
            17Item 4
      — Submission of Matters to a Vote of Security
Holders
            17Item 5
      — Other Information
            17Item 6
      —Exhibits
            17Certification
      of CEO Pursuant to Section 302
            18Certification
      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-3STATEMENTS
      OF CASH FLOWS
            F-4NOTES
      TO THE FINANCIAL STATEMENTS
            F-5






F-1


FEEL
GOLF COMPANY, INC.
 Balance
Sheets


ASSETSSeptember
      30,
                
                
                December
      31,2009
                
                
                2008(Unaudited)CURRENT ASSETSCash
                
                $
                2,737
                
                
                $
                5,220Accounts
      Receivable, Net (Note 5)
                
                
                1,637
                
                
                
                33,933Receivable
      from Shareholder (Note 6)
                
                
                17,137
                
                
                
                18,137Barter
      Receivable (Note 7)
                
                
                56,759
                
                
                
                65,577Non-trade
      Receivable
                
                
                24,089
                
                
                
                -Inventory
      (Note 8)
                
                
                2,018,759
                
                
                
                159,259Prepaid
      Expenses
                
                
                56,667
                
                
                
                12,146Total
      Current Assets
                
                
                2,177,785
                
                
                
                294,272PROPERTY,
      PLANT and EQUIPMENT, net
                
                
                555,311
                
                
                
                49,181OTHER
      ASSETS, netIntellectual
      Property
                
                
                871,620
                
                
                
                -Other
      Assets
                
                
                3,952
                
                
                
                4,396TOTAL
      ASSETS
                
                $
                3,608,668
                
                
                $
                347,849LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      Payable and Accrued Expenses
                
                $
                377,053
                
                
                $
                298,652Note
      Payable
                
                
                5,205
                
                
                
                -Short-Term
      Related Party Payable
                
                
                -
                
                
                
                234,515Total
      Current Liabilities
                
                
                382,258
                
                
                
                533,167LONG-TERM
      RELATED PARTY NOTES PAYABLE
                
                
                801,009
                
                
                
                539,195TOTAL
      LIABILITIES
                
                
                1,183,267
                
                
                
                1,072,362COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.01 par value; 100,000,000 sharesauthorized,
      19,206,175 and 15,845,575 shares issued andoutstanding
      as of September 30, 2009 and December 31, 2008
                
                
                19,206
                
                
                
                15,846Additional
      Paid-in Capital
                
                
                8,508,052
                
                
                
                4,630,755Accumulated
      Deficit
                
                
                (6,101,857
                )
                
                
                (5,371,114
                )Total
      Stockholders' Equity (Deficit)
                
                
                2,425,401
                
                
                
                (724,513
                )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                
                $
                3,608,668
                
                
                $
                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 Nine Months EndedSeptember
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008REVENUES,
      NET
              
              $
              127,061
              
              
              $
              151,462
              
              
              $
              378,919
              
              
              $
              517,843COST
      OF SALES
              
              
              58,939
              
              
              
              142,089
              
              
              
              125,406
              
              
              
              217,578GROSS
      PROFIT
              
              
              68,122
              
              
              
              9,373
              
              
              
              253,513
              
              
              
              300,265OPERATING
      EXPENSESSalaries
              
              
              113,459
              
              
              
              40,701
              
              
              
              177,903
              
              
              
              93,915Advertising
              
              
              4,190
              
              
              
              33,652
              
              
              
              13,431
              
              
              
              52,860Rent
              
              
              9,300
              
              
              
              15,455
              
              
              
              29,440
              
              
              
              36,280Professional
      Fees
              
              
              182,112
              
              
              
              1,257,879
              
              
              
              577,900
              
              
              
              1,312,926Depreciation
      and Ammortization
              
              
              10,825
              
              
              
              9,539
              
              
              
              33,664
              
              
              
              28,523Other
      Selling, General and Administrative Expenses
              
              
              33,104
              
              
              
              72,276
              
              
              
              77,512
              
              
              
              156,948Total
      Operating Expenses
              
              
              352,990
              
              
              
              1,429,502
              
              
              
              909,850
              
              
              
              1,681,452LOSS
      FROM OPERATIONS
              
              
              (284,868
              )
              
              
              (1,420,129
              )
              
              
              (656,337
              )
              
              
              (1,381,187
              )OTHER
      INCOME AND (EXPENSE)Interest
      income
              
              
              -
              
              
              
              -
              
              
              
              97
              
              
              
              316Interest
      expense
              
              
              (24,069
              )
              
              
              (26,766
              )
              
              
              (74,503
              )
              
              
              (52,432
              )NET
      LOSS BEFORE TAXES
              
              
              (308,937
              )
              
              
              (1,446,895
              )
              
              
              (730,743
              )
              
              
              (1,433,303
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (308,937
              )
              
              $
              (1,446,895
              )
              
              $
              (730,743
              )
              
              $
              (1,433,303
              )BASIC
      AND DILUTED LOSS PER COMMON SHARE
              
              $
              (0.02
              )
              
              $
              (0.10
              )
              
              $
              (0.04
              )
              
              $
              (0.10
              )WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
              
              
              17,796,054
              
              
              
              14,582,308
              
              
              
              16,626,581
              
              
              
              14,596,021


The
accompanying condensed notes are a integral part of these financials
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)
                
                
                710,600
                
                
                
                710
                
                
                
                176,940
                
                
                
                -
                
                
                
                177,650Stock
      issued for servicesat
      $0.05 per share (unaudited)
                
                
                750,000
                
                
                
                750
                
                
                
                36,750
                
                
                
                -
                
                
                
                37,500Stock
      issued for servicesat
      $0.05 per share (unaudited)
                
                
                200,000
                
                
                
                200
                
                
                
                45,800
                
                
                
                -
                
                
                
                46,000Stock
      issued for servicesat
      $0.10 per share (unaudited)
                
                
                50,000
                
                
                
                50
                
                
                
                4,950
                
                
                
                -
                
                
                
                5,000Stock
      issued for servicesat
      $0.33 per share (unaudited)
                
                
                90,000
                
                
                
                90
                
                
                
                29,910
                
                
                
                -
                
                
                
                30,000Stock
      issued for purchase of assetsat
      $2.62 per share (unaudited)
                
                
                1,250,000
                
                
                
                1,250
                
                
                
                3,273,257
                
                
                
                -
                
                
                
                3,274,507Net
      loss for the nine monthsended
      September 30, 2009 (unaudited)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (730,743
                )
                
                
                (730,743
                )Balance,
      September 30, 2009 (unaudited)
                
                
                19,206,175
                
                
                $
                19,206
                
                
                $
                8,508,052
                
                
                $
                (6,101,857
                )
                
                $
                2,425,401


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 Nine Months EndedSeptember
      30,2009
                
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (Loss)
                
                $
                (730,743
                )
                
                $
                (1,433,303
                )Adjustments
      to Reconcile Net Income (Loss) to NetCash
      Used by Operating Activities:Depreciation
                
                
                33,664
                
                
                
                28,521Stock
      Issued for Services
                
                
                606,150
                
                
                
                1,230,726Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                8,207
                
                
                
                10,362Barter
      Receivable
                
                
                8,818
                
                
                
                (3,648
                )Inventory
                
                
                19,153
                
                
                
                71,658Prepaid
      Expenses
                
                
                (44,521
                )
                
                
                (3,508
                )Accounts
      Payable and Accrued Expenses
                
                
                78,401
                
                
                
                125,085Other
      Assets
                
                
                444
                
                
                
                2,701Net
      Cash Provided by (Used in) Operating Activities
                
                
                (20,427
                )
                
                
                28,594CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from Receivable from Shareholder
                
                
                1,000
                
                
                
                -Purchase
      of Property and Equipment
                
                
                (15,562
                )
                
                
                (12,121
                )Net
      Cash Used in Investing Activities
                
                
                (14,562
                )
                
                
                (12,121
                )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      Proceeds from Sale of Common Stock
                
                
                -
                
                
                
                77,500Repayment
      of Related Party Payable
                
                
                (73,987
                )
                
                
                (134,949
                )Repayment
      of Notes Payable
                
                
                -
                
                
                
                (5,774
                )Proceeds  from
      Notes Payable
                
                
                5,205
                
                
                
                -Proceeds
      from Related Party Notes Payable
                
                
                101,288
                
                
                
                50,190Net
      Cash Provided by (Used in) Financing Activities
                
                
                32,506
                
                
                
                (13,033
                )NET
      INCREASE (DECREASE) IN CASH
                
                
                (2,483
                )
                
                
                3,440CASH
      AT BEGINNING OF PERIOD
                
                
                5,220
                
                
                
                6,606CASH
      AT END OF PERIOD
                
                $
                2,737
                
                
                $
                10,046SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                
                $
                18,272
                
                
                $
                -Income
      Taxes
                
                
                -
                
                
                
                -NON
      CASH FINANCING ACTIVITIESCommon
      stock issued for purchase of assets
                
                $
                3,275,507
                
                
                $
                -Debt
      conversion
                
                
                -
                
                
                
                1,000,000
 
 The
accompanying condensed notes are an integral part of these financial
statements.
  F-5




FEEL
GOLF COMPANY, INC.


NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 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.
Management has reviewed and evaluated material subsequent events from the
balance sheet date of September 30, 2009, through the financial statements issue
date of November 16, 2009.  All appropriate subsequent event disclosures
have been made in the notes to our unaudited condensed financial
statements.





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 in the Form 10-K for our year ended
December 31, 2008.




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 April
2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies, to
address some of the application issues under SFAS 141(R). The FSP deals with the
initial recognition and measurement of an asset acquired or a liability assumed
in a business combination that arises from a contingency provided the asset or
liability’s fair value on the date of acquisition can be determined. When the
fair value cannot be determined, the FSP requires using the guidance under SFAS
No. 5, Accounting for Contingencies, and FASB Interpretation (FIN) No. 14,
Reasonable Estimation of the Amount of a Loss. This FSP was effective for assets
or liabilities arising from contingencies in business combinations for which the
acquisition date is on or after January 1, 2009. The adoption of this FSP has
not had a material impact on our financial position, results of operations, or
cash flows.





In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107,
Disclosures about Fair Value of Financial Instruments, to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. This FSP
also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods.
This FSP is effective for interim reporting periods ending after June 15, 2009.
The adoption of this FSP has not had a material impact on our financial
position, results of operations, or cash flows.




F-6


FEEL
GOLF COMPANY, INC.
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008





NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements (continued)





In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP is effective for interim and annual reporting periods ending
after June 15, 2009. The Company currently does not have any financial assets
that are other-than-temporarily impaired.





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 an 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.





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 has 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
superseded all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification became non-authoritative. This statement is effective for financial
statements issued for interim and annual periods ending after September 15,
2009.The Company’s adoption of FAS 168 will not have an impact on the Company’s
results of operations, financial condition or cash flows.





Reclassification of
Financial Statement Accounts





Certain
amounts in the September 30, 2008 financial statements have been reclassified to
conform to the presentation in the September 30, 2009 financial
statements.





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
$6,101,857 as of September 30, 2009, and generated a loss from operations of
$730,743 for the nine months ended September 30, 2009 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.





F-7





FEEL
GOLF COMPANY, INC.


NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008





NOTE
4 – GOING CONCERN (CONTINUED)





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 2010 and expects the marketing plan will
generate increased sales with new customers and will reach 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 nine months ended September 30, 2009 and 2008,
respectively.




2009
            
            2008Beginning
      allowance for doubtful accounts
            
            $
            5,000
            
            
            $
            -0-Additional
      charge to bad debt expense
            
            
            -
            
            
            
            -Ending
      allowance for doubtful accounts
            
            $
            5,000
            
            
            $
            -0-





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.   As a result, the
Company is expecting reimbursement of these costs which totaled $17,137 and
$18,137 as of September 30, 2009 and December 31, 2008,
respectively.





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 September 30, 2009
and December 31, 2008, the Company had built up a receivable of goods and
services through the barter organizations of $56,759 and $65,577
respectively.





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:




September
      30, 2009
            
            December
      31,
              2008Raw
      Materials
            
            $
            1,571,974
            
            
            $
            114,943Finished
      Goods
            
            
            446,785
            
            
            
            44,316$
            2,018,759
            
            
            $
            159,259





The
dramatic increase in inventory is due to the purchase of inventory from Caldwell
Golf Corporation detailed in footnote 13.




F-8




FEEL
GOLF COMPANY, INC.


NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008





NOTE 9 - PROPERTY AND
EQUIPMENT





Property
and equipment consisted of the following:




September
      30, 2009
            
            
            December
      31, 2008Furniture
      & Fixtures
            
            $
            303,296
            
            
            $
            291,830Production
      and Office Equipment
            
            
            606,704
            
            
            
            78,376Trade
      Show Booth
            
            
            53,138
            
            
            
            53,138Leasehold
      Improvements
            
            
            6,219
            
            
            
            6,219969,357
            
            
            
            429,563Less:
      Accumulated Depreciation
            
            
            (414,046
            )
            
            
            (380,382
            )$
            555,311
            
            
            $
            49,181





Depreciation
and amortization totaled $10,825 and $33,664 for the three and nine months ended
September 30, 2009 and $9,539 and $28,523 for the same periods ended September
30, 2008, respectively.





NOTE
10 - RELATED PARTY TRANSACTIONS





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 nine months ended September 30,
2009:





Beginning
      Balance Payable (Principal and Interest), as of December 31,
      2008
            
            $
            539,195Repayments
      and Adjustments to Reduce Principal Balance
            
            
            (73,987
            )Accrued
      Interest
            
            
            28,115Advances
      From Chief Executive Officer
            
            
            39,529Ending
      Balance Payable, as of September 30, 2009
            
            $
            532,853





The below
table details the notes currently held by related parties.





Balance
            
            
            Balance
            
            MaturityName
            
            9/30/09
            
            
            12/31/08
            
            DateMiller
      Family Trust 7% Loan
            
            $
            532,853
            
            
            $
            539,195
            
            12/31/2012Mitchell
      Family Trust 7% Loan
            
            
            -
            
            
            
            202,678
            
            12/31/2011Mitchell
      Family Trust 7% Loan
            
            
            -
            
            
            
            31,837
            
            12/31/2011Mitchell
      Family Trust 7% Loan
            
            
            -
            
            
            
            -
            
            12/31/2011Mitchell
      Family Trust 7% Balloon Note
            
            
            268,157
            
            
            
            
            
            12/31/2011$
            801,009
            
            
            $
            773,710





Interest
expense for the three and nine months ended September 30, 2009 was $24,069 and
$74,503, respectively. Interest expense for the three and nine months ended
September 30, 2008 was $26,766 and $52,432, respectively.





On March
7, 2009, the Company hired an outside consultant as its Chief Financial Officer
who was awarded 160,000 shares of the Company’s common stock.  The
Company issued 160,000 shares of the Company’s restricted common stock on May 3,
2009.  The agreement with the consultant was terminated on July 27,
2009.  The transaction was recorded at $160,000, based on the value of
the shares issued.




F-9


FEEL
GOLF COMPANY, INC.


NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008





NOTE
11 - STOCKHOLDERS’ EQUITY (DEFICIT)





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 restricted 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. The transaction was recorded at $150,000 based on the
value of the shares issued.





On May
22, 2009 the Company issued 23,100 shares of restricted common stock to the
Company’s legal counsel.  The shares were issued as payment for legal
services totaling $5,775 and the transaction was recorded based on the value of
the services performed.





On July
23, 2009 the Company issued 450,000 shares of restricted common stock to members
of the board of directors in exchange for their services and an additional
300,000 to employees for services and these transactions were recorded at
$37,500 based on the value of the shares issued.





On July
29, 2009 the Company issued 200,000 shares of restricted common stock to an
employee in exchange for their services and this transaction was recorded at
$46,000 based on the value of the shares issued.





On August
6, 2009 the Company issued 50,000 shares of restricted common stock to J&J
Consultants, LLC and 100,000 shares of restricted common stock to Security
Research Associates, Inc in exchange for services provided.  These
transactions were recorded at $30,000 based on the value of the services
performed.





On August
6, 2009 the Company issued 1,250,000 shares of restricted common stock to
purchase assets from Caldwell Golf Corporation and additional 100,000 shares of
restricted common stock to Franklin Gage for services associated with the
purchase.  The transaction with Caldwell Golf Corporation was recorded
at $3,274,505 based on the appraised value of the assets received, as described
in Note 13. The transaction with Franklin Gage was recorded at $25,000 based on
the value of the services performed.





On August
24, 2009 the Company issued 577,500 total shares of restricted common stock to
the following: Anslow & Jaclin (87,500), Aquiline Group (300,000), The Media
Group (100,000), and Golfing Magazine (90,000) for services provided and/or to
be provided to the Company.  These transactions were recorded at
$151,875 based on the value of the services provided or to be
provided.





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 September 30, 2009:





2009
            
            $
            12,3812010
            
            
            42,8652011
            
            
            43,937Thereafter
            
            
            -0-$
            99,183





The
Company recognizes rent 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 were
$9,300 and $29,440 for the three and nine months ended September 30, 2009. Total
rent expense in continuing operations from operating lease agreements were
$15,455 and $36,280 for the three and nine months ended September 30,
2008.





F-10




FEEL
GOLF COMPANY, INC.


NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008





NOTE
12 - COMMITMENTS & CONTINGENCIES (CONTINUED)





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 – ASSET PURCHASE AGREEMENT





On August
3, 2009 the Company entered into an asset purchase agreement with Caldwell Golf
Corporation (“Caldwell”) to purchase 100% of the product inventory, its rights,
title, and interest as well as specific tangible and intangible assets in
exchange for one million two hundred fifty thousand (1,250,000) sharesof
the Company’s common stock.  The Company reported this event in the 8K
filed August 5, 2009.





The
tangible acquired assets include Caldwell’s;


·
            golf
      club inventory,


·
            components,
      golf club heads, hand tools,
fixtures,


·
            production
      tooling for  Caldwell Golf,
etc.,


·
            miscellaneous
      items including, productionassembly tables,
      storage racks, pallet jacks, and fork
lifts.





The
intangible acquired assets include Caldwell’s


·
            Company
      patents,


·
            Company
      trademarks


·
            Research
      & Development product files





The
Company valued the total purchase of the assets at $3,274,505 based on a fair
market valuation obtained from a qualified third party business valuation
specialist.  The Company received inventory valued at $1,878,653 of
inventory, $524,232 of property and equipment, and $871,620 in patents, and
trademarks and other intangible assets.  These valuations were
conducted pursuant to the Uniform Standards of Professional Valuation Practice
(USAP), the code of Ethics and Business Valuation Standards of the Institute of
Business Analysts, and the regulations of the Financial Accounting Standards
Board (FASB).





The
Company accounted for this transaction as an asset purchase as opposed to a
business acquisition on the grounds that the primary revenue-producing activity
of Caldwell Golf, Corp did not remain generally the same.  Prior to
the acquisition, Caldwell Golf was primarily a research and development
firm.  The Company purchased the assets as a means to bring Caldwell
Golf’s developed patents to market and not to continue to develop new
technologies.





NOTE 14 – FAIR VALUE OF ASSETS AND
LIABILITIES





Determination of Fair
Value





At
September 30, 2009, the Company calculated the fair value of its assets and
liabilities for disclosure purposes only.





Valuation
Hierarchy





ASC 820
establishes a three-level valuation hierarchy for the use of fair value
measurements based upon the transparency of inputs to the valuation of an asset
or liability as of the measurement date:





Level 1:     Inputs
to the valuation methodology are quoted prices (unadjusted) for identical assets
or liabilities in active markets. Level 1 assets and liabilities include
debt and equity securities and derivative financial instruments actively traded
on exchanges, as well as U.S. Treasury securities and U.S. Government and agency
mortgage-backed securities that are actively traded in highly liquid over the
counter markets.





F-11


FEEL
GOLF COMPANY, INC.


NOTES
TO THE FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008





NOTE
14 – FAIR VALUE OF ASSETS AND LIABILITIES (CONTINUED)





Level 2:     Observable
inputs other than Level 1 prices such as quoted prices for similar assets
and liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active, and inputs that are observable or
can be corroborated, either directly or indirectly, for substantially the full
term of the financial instrument. Level 2 assets and liabilities include
debt instruments that are traded less frequently than exchange traded securities
and derivative instruments whose model inputs are observable in the market or
can be corroborated by market observable data. Examples in this category are
certain variable and fixed rate non-agency mortgage-backed securities, corporate
debt securities and derivative contracts.





Level 3:    Inputs
to the valuation methodology are unobservable but significant to the fair value
measurement. Examples in this category include interests in certain securitized
financial assets, certain private equity investments, and derivative contracts
that are highly structured or long-dated.





Application of Valuation
Hierarchy





A
financial instrument's categorization within the valuation hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement. The following is a description of the valuation methodology used to
measure fair value, as well as the general classification of such instruments
pursuant to the valuation hierarchy.





Notes
Payable – Related Party & Other Notes
Payable:     Market prices are not available for the
Company's loans due to related parties, nor are market prices of similar loans
available. The Company assessed that the fair value of this asset approximates
its carrying value.





The
method described above may produce a current fair value calculation that may not
be indicative of net realizable value or reflective of future fair values. If
readily determined market values became available or if actual performance were
to vary appreciably from assumptions used, assumptions may need to be adjusted,
which could result in material differences from the recorded carrying amounts.
The Company believes its method of determining fair value is appropriate and
consistent with other market participants. However, the use of different
methodologies or different assumptions to value certain financial instruments
could result in a different estimate of fair value.





The
following tables present the fair value of financial instruments as of September
30, 2009, by caption on the condensed balance sheet and by ASC 820 valuation
hierarchy described above.





Assets
      and liabilities measured at fairvalue
      on a recurring and nonrecurring
            
            
            
            
            
            
            
            
            
            Totalbasis at
      September 30, 2009:
            
            
            
            
            
            
            
            
            
            CarryingNonrecurring:
            Level 1
            
            Level 2
            
            Level 3
            
            ValueNotes
      Payable – Related Party
            
            
            -
            
            
            
            -
            
            
            $
            (801,009
            )
            
            $
            (801,009
            )Other
      Notes Payable
            
            
            -
            
            
            
            -
            
            
            
            (5,205
            )
            
            
            (5,205
            )Total
      assets and liabilities at fair value
            
            $
            -
            
            
            $
            -
            
            
            $
            65,406
            
            
            $
            65,406





Level
      3 Reconciliation:
            
            Notes
      Payable – Related Party
            
            
            Other
      Notes PayableLevel
      3 assets and liabilities at December 31, 2008:
            
            $
            (773,710
            )
            
            $
            -Purchases,
      sales, issuances and settlements (net)
            
            
            (27,299
            )
            
            
            (5,205
            )Total
      level 3 assets and liabilities at September 30, 2009
            
            $
            (801,009
            )
            
            $
            (5,205
            )








NOTE
16 – SUBSEQUENT EVENT





On
November 1, 2009, the Company approved the issuance of 200,000 shares of
restricted common stock to J&J Consultants for services to be performed for
the Company.





F-12





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 nine months ended September 30, 2009 and
2008 reflect net operating losses of $284,868 and $656,337 for 2009 and
$1,420,195and $1,381,187, respectively.  This is based on gross revenues
of $126,964 and $378,919 for the three and nine months ended September 30,
2009, respectively and $151,755 and $523,453 for the three and nine months ended
September 30, 2008, respectively.





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.




13





Results of
Operations





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





Three
Months Ended September 30, 2009 and 2008


September
      30, 2009
            
            
            September
      30, 2008
            
            
            Increase
              (Decrease)
            
            
            Percentage
              Increase
              (Decrease)Revenues
            
            $
            127,061
            
            
            $
            151,462
            
            
            $
            (24,401
            )
            
            
            (16)
            %Cost
      of Sales
            
            
            58,939
            
            
            
            142,089
            
            
            
            (83,150)
            
            
            
            (59)
            %Gross
      Profit
            
            
            68,122
            
            
            
            9,373
            
            
            
            58,456
            
            
            
            627
            %Operating
      Expenses
            
            
            352,990
            
            
            
            1,429,502
            
            
            
            (1,076,512)
            
            
            
            (75)
            %Other
      Expenses
            
            
            (24,069
            )
            
            
            (26,766)
            
            
            
            2,697
            
            
            
            (10)
            %Income
      Taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            %Net
      Loss
            
            
            (308,937
            )
            
            
            (1,446,895)
            
            
            
            1,137,958
            
            
            
            (79)
            %Basic
      and Diluted Loss Per Common Shares
            
            $
            (0.02
            )
            
            $
            (0.10)Weighted
      Average Basic and Diluted Common Shares Outstanding
            
            
            17,796,054
            
            
            
            14,582,308





Nine
Months Ended September 30, 2009 and 2008


September
      30, 2009
            
            
            September
      30, 2008
            
            
            Increase
              (Decrease)
            
            
            Percentage
              Increase
              (Decrease)Revenues
            
            $
            378,919
            
            
            $
            517,843
            
            
            $
            (138,924
            )
            
            
            (27)
            %Cost
      of Sales
            
            
            125,406
            
            
            
            217,578
            
            
            
            (92,172
            )
            
            
            (42)
            %Gross
      Profit
            
            
            253,513
            
            
            
            300,265
            
            
            
            (46,752)
            
            
            
            (16)
            %Operating
      Expenses
            
            
            909,850
            
            
            
            1,681,452
            
            
            
            (771,602)
            
            
            
            (46)
            %Other
      Expenses
            
            
            (74,
      406
            )
            
            
            (52,116
            )
            
            
            (22,290)
            
            
            
            43
            %Income
      Taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            %Net
      Loss
            
            
            (730,743
            )
            
            
            (1,433,303)
            
            
            
            702,560
            
            
            
            (49
            )%Basic
      and Diluted Loss Per Common Shares
            
            $
            (0.04
            )
            
            $
            (0.10
            )Weighted
      Average Basic and Diluted Common Shares Outstanding
            
            
            16,626,581
            
            
            
            14,596,021





For
the Three Months Ended September 30, 2009 and 2008





Revenues





For the
three months ended September 30, 2009, revenues decreased by 16% from the three
months ended September 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 decreased by approximately $41,300 in the three months ended September 30,
2009 as compared to 2008.  Revenues from golf grip sales decreased by
approximately $17,700 in the three months ended September 30, 2009 as compared
to 2008. These decreases were partially offset by increased sales of inventory
acquired from Caldwell Golf, Corp.  Sales from Caldwell Golf inventory
were approximately $28,000 during the three month period ended September 30,
2009.  The Company is intent on implementing a targeted marketing and
advertising campaign in 2010 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.





14




Cost of Sales





For the
three months ended September 30, 2009, our costs of sales decreased 59% over the
three months ended September 30, 2008. During the three months ended September
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 months ended September 30, 2009, our gross profit increased 58,456 over
the same periods ended September 30, 2008.





Operating
Expenses





For the
three months ended September 30, 2009, our operating expenses decreased by
$1,076,512 or 75%.  Our company incurred significant expenses
surrounding taking the company public during the third quarter of
2008.  The majority of these expenses were non-cash stock based
payments.  These expenses are what account for the drastic reduction
in 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.





Net
Loss





For the
three months ended September 30, 2009, our net loss decreased 79% over the same
periods ended September 30, 2008. The net loss in 2008 was generated by the
significant expenses surrounding taking the company public.  Our
revenues are currently 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 and into 2010, 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 Nine Months Ended September 30, 2009 and December 31, 2008





At
September 30, 2009, we had cash and cash equivalents of $2,737 as compared to
cash and cash equivalents of $5,220 as of December 31, 2008. Net cash used in
operating activities for the nine months ended September 30, 2009 was $20,427,
as compared to net cash provided by operating activities of $28,594 for the nine
months ended September 30, 2008.  This decrease of $49,021, 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.  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 $14,562 and $12,121 for the nine
months ended September 30, 2009 and 2008, respectively.





Cash
flows provided by financing activities totaled $32,506 during the nine months
ended September 30, 2009 as compared to cash used by financing activities of
$13,033 in 2008.  During the nine months ended September 30, 2009, the
Company made repayments to a trust controlled by our Chief Executive Officer of
$73,987.  The trust also advanced a total of $39,529 along with
proceeds from other related parties of $61,759 during the same
period.  During 2008 the Company had total related party borrowings of
$50,190 and repayments of $134,949. No cash was raised through the sale of stock
during the nine months ended September 30, 2009 as compared to $77,500 in
2008.





At the
present level of business activity, our ongoing monthly gross operating cash
disbursements are expected to average approximately $30,000. As of September 30,
2009, we have working capital of $1,795,527.





15





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.





All
separate notes formerly held by a trust controlled by a shareholder were
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 September 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.








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.





16





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




On July
23, 2009 the Company issued 450,000 shares of restricted common stock to members
of the board of directors in exchange for their services and an additional
300,000 to employees for services to be performed. 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.





On July
29, 2009 the Company issued 200,000 shares of restricted common stock to an
employee in exchange for their services. 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.





On August
6, 2009 the Company issued 150,000 total shares of restricted common stock to
J&J Consultants, LLC (50,000), Security Research Associates, Inc (100,000)
in exchange for 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.





On August
6, 2009 the Company issued 1,250,000 shares of restricted common stock to
purchase assets from Caldwell Golf, Corp and additional 100,000 shares of
restricted common stock to Franklin Gage for services associated with the
purchase.  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.





On August
24, 2009 the Company issued 577,500 total shares of restricted common stock to
the following: Anslow & Jaclin (87,500), Aquiline Group (300,000), The Media
Group (100,000), and Golfing Magazine (90,000) for services provided to the
Company.  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.





Exhibits.
      No.
            
            Description31.1
            
            Certification
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
      filed herewith.32.1
            
            Certification
      of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.





17





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:
      November  16, 2009
            By:
            /s/
      Lee MillerLee
      Miller
              Chief
      Executive Officer and Chief Financial Officer