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 March 31, 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 CO.,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)
  (847)
565-9732
 (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 þ   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: 16,005,575 common shares outstanding
as of May 12, 2009.
 
  
  
 
  FEEL
GOLF CO., 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-3STATEMENTS
      OF CASH FLOWS
                  F-4NOTES
      TO THE FINANCIAL STATEMENTS
                  F-5
 
     F-1
   FEEL
GOLF CO., INC.
 CONDENSED
BALANCE SHEETS
  March
      31, 2009
                                  
                                  
                                  December
      31, 2008(Unaudited)
                                  
                                  
                                  (Audited)ASSETSCurrent
      AssetsCash
                                  
                                  $
                                  16,327
                                  
                                  
                                  $
                                  5,220Accounts
      Receivable, Net (Note 4)
                                  
                                  
                                  14,148
                                  
                                  
                                  
                                  33,933Receivable
      From Shareholder (Note 5)
                                  
                                  
                                  18,137
                                  
                                  
                                  
                                  18,137Barter
      Receivable (Note 6)
                                  
                                  
                                  63,227
                                  
                                  
                                  
                                  65,577Inventory
      (Note 7)
                                  
                                  
                                  150,604
                                  
                                  
                                  
                                  159,259Prepaid
      Expenses
                                  
                                  
                                  14,653
                                  
                                  
                                  
                                  12,146Total
      Current Assets
                                  
                                  
                                  277,096
                                  
                                  
                                  
                                  294,272Property
      & Equipment, Net (Note 8)
                                  
                                  
                                  42,389
                                  
                                  
                                  
                                  49,181Other
      Assets
                                  
                                  
                                  3,700
                                  
                                  
                                  
                                  4,396TOTAL
      ASSETS
                                  
                                  $
                                  323,185
                                  
                                  
                                  $
                                  347,849LIABILITIES
      & STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      Payable and Accrued Expenses
                                  
                                  $
                                  305,370
                                  
                                  
                                  $
                                  298,652Note
      Payable (Note 9)
                                  
                                  
                                  5,029
                                  
                                  
                                  
                                  -Related
      Party Notes Payable (Note 9)
                                  
                                  
                                  258,732
                                  
                                  
                                  
                                  234,515Total
      Current Liabilities
                                  
                                  
                                  569,131
                                  
                                  
                                  
                                  533,167Related
      Party Payable, Net of Current Portion (Note 9)
                                  
                                  
                                  554,882
                                  
                                  
                                  
                                  539,195Total
      Liabilities
                                  
                                  
                                  1,124,013
                                  
                                  
                                  
                                  1,072,362Commitments
      and Contingencies (Note 12)Stockholders’
      Deficit (Note 10)Common
      Stock, $.001 par value; 100,000,000 shares authorized, 15,845,575 shares
      issued and outstanding at March 31, 2009 and December 31, 2008,
      respectively
                                  
                                  
                                  15,846
                                  
                                  
                                  
                                  15,846Shares
      to be Issued
                                  
                                  
                                  270
                                  
                                  
                                  
                                  -Additional
      Paid-in Capital
                                  
                                  
                                  4,900,485
                                  
                                  
                                  
                                  4,630,755Deferred
      Stock Based Compensation
                                  
                                  
                                  (159,032
                                  )
                                  
                                  
                                  -Accumulated
      Deficit
                                  
                                  
                                  (5,558,397
                                  )
                                  
                                  
                                  (5,371,114
                                  )Total
      Stockholders’ Deficit
                                  
                                  
                                  (800,828
                                  )
                                  
                                  
                                  (724,513
                                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                  
                                  $
                                  323,185
                                  
                                  
                                  $
                                  347,849
  The
Accompanying Notes Are an Integral Part of these Financial
Statements
   F-2
  FEEL
GOLF CO., INC.
 CONDENSED STATEMENTS
OF OPERATIONS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 
 2009
                      
                      
                      2008Revenues
                      
                      $
                      68,864
                      
                      
                      $
                      174,187Costs
      of Sales
                      
                      
                      28,923
                      
                      
                      
                      35,203Gross
      Profit
                      
                      
                      39,941
                      
                      
                      
                      138,984Operating
      ExpensesStock
      Based Compensation
                      
                      
                      110,968
                      
                      
                      
                      -Salaries
                      
                      
                      22,828
                      
                      
                      
                      22,380Advertising
                      
                      
                      6,837
                      
                      
                      
                      7,312Rent
                      
                      
                      10,455
                      
                      
                      
                      10,285Professional
      Fees
                      
                      
                      16,584
                      
                      
                      
                      6,343Depreciation
                      
                      
                      9,492
                      
                      
                      
                      24,821Other
      Selling, General and Administrative Expenses
                      
                      
                      27,237
                      
                      
                      
                      58,262Total
      Operating Expenses
                      
                      
                      204,401
                      
                      
                      
                      129,403(Loss)
      Income From Operations
                      
                      
                      (164,460
                      )
                      
                      
                      9,581Other
      Income and ExpensesInterest
      Expense
                      
                      
                      (22,823
                      )
                      
                      
                      (31,247
                      )Total
      Other Income and Expenses
                      
                      
                      (22,823
                      )
                      
                      
                      (31,247
                      )Net
      Loss From Operations
                      
                      
                      (187,283
                      )
                      
                      
                      (21,666
                      )Provision
      for Income Taxes
                      
                      
                      –
                      
                      
                      
                      –Net
      Loss
                      
                      $
                      (187,283
                      )
                      
                      $
                      (21,666
                      )Basic
      and Diluted Net Loss Per Common Share
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.00
                      )Number
      of Common Shares Used to Compute Basic and Diluted Weighted
      Average
                      
                      
                      15,845,745
                      
                      
                      
                      14,569,190
 
 The
Accompanying Notes Are an Integral Part of these Financial
Statements
   F-3
  FEEL
GOLF CO., INC.
 CONDENSED
STATEMENTS OF CASHFLOWS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
  2009
                        
                        
                        2008CASH
      USED IN OPERATING ACTIVITIESNet
      Loss
                        
                        $
                        (187,283
                        )
                        
                        $
                        (21,666
                        )Adjustments
      to Reconcile Net Income to Net Cash Used in Operating
      ActivitiesStock
      Based Compensation
                        
                        
                        110,968
                        
                        
                        
                        -Depreciation
                        
                        
                        9,492
                        
                        
                        
                        24,821Changes
      in Operating Assets and Liabilities(Increase)
      Decrease in Accounts Receivable
                        
                        
                        19,785
                        
                        
                        
                        (2,550
                        )(Increase)
      Decrease in  Barter Receivable, Net
                        
                        
                        2,350
                        
                        
                        
                        (8,756
                        )(Increase)
      Decrease in Inventory
                        
                        
                        8,655
                        
                        
                        
                        12,751(Increase)
      Decrease in Prepaid Expenses
                        
                        
                        (2,507
                        )
                        
                        
                        (6,636
                        )Increase
      (Decrease) in Accounts Payable and Accrued Expenses
                        
                        
                        6,718
                        
                        
                        
                        58,274Increase
      (Decrease) in Deposits
                        
                        
                        696
                        
                        
                        
                        589NET
      CASH USED IN OPERATING ACTIVITIES
                        
                        
                        (31,126
                        )
                        
                        
                        56,827CASH
      USED IN INVESTING ACTIVITIES:Purchase
      of Property & Equipment
                        
                        
                        (2,700
                        )
                        
                        
                        (561
                        )NET
      CASH USED IN FINANCING ACTIVITIES
                        
                        
                        (2,700
                        )
                        
                        
                        (561
                        )CASH
      PROVIDED BY FINANCING ACTIVITIES:Net
      Proceeds from Sale of Common Stock
                        
                        
                        -
                        
                        
                        
                        37,501Repayment
      of Related Party Notes Payable
                        
                        
                        (8,023
                        )
                        
                        
                        (2,525
                        )Payment
      on Stock Purchase Transaction
                        
                        
                        -
                        
                        
                        
                        (5,774
                        )Proceeds
      from Related Party Notes Payable
                        
                        
                        52,956
                        
                        
                        
                        27,179NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                        
                        
                        44,933
                        
                        
                        
                        7,073NET
      DECREASE IN CASH & CASH EQUIVALENTS
                        
                        
                        11,107
                        
                        
                        
                        63,339BEGINNING
      CASH & CASH EQUIVALENTS
                        
                        
                        5,220
                        
                        
                        
                        6,606ENDING
      CASH & CASH EQUIVALENTS
                        
                        $
                        16,327
                        
                        
                        $
                        69,945SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCash
      Paid for Interest
                        
                        $
                        5,311
                        
                        
                        $
                        -Cash
      Paid for Income Taxes
                        
                        $
                        -
                        
                        
                        $
                        -Non Cash Investing and
      Financing Activities:None
                        
                        $
                        -
                        
                        
                        $ -
  The
Accompanying Notes Are an Integral Part of these Financial
Statements
   F-4
   FEEL
GOLF CO., INC.
 CONDENSED
FOOTNOTES TO THE FINANCIAL STATEMENTS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
  NOTE
1 - DESCRIPTION OF BUSINESS
 
 Feel Golf
Co., 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 – 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 $5,558,397 as of March 31, 2009, and had a generated a loss from operations
of $187,283 for the three months ended March 31, 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.
 
 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
4 – ACCOUNTS RECEIVABLE
 
 The
following table provides details on changes within the Company’s allowance for
doubtful accounts during the three months ended March 31, 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
   F-5
   NOTE
5 – 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
$18,137 as of March 31, 2009 and  December 31, 2008,
respectively.  The Company has no reason to believe it can not collect
on this receivable and is in communications with Criterion regarding collection
of the balance and for other business purposes.
  NOTE
6 – 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 March 31, 2009 and
December 31, 2008, the Company had built up a receivable of goods and services
through the barter organizations of $63,277 and $65,577
respectively.
  NOTE
7 – INVENTORY
  Inventories
are stated at the lower of the cost (determined using the first-in, first-out
method) and are comprised of the following:
  2008
                    
                    2007Raw
      Materials
                    
                    $
                    106,282
                    
                    
                    $
                    114,943Finished
      Goods
                    
                    
                    24,973
                    
                    
                    
                    24,967Overhead
      Allocation
                    
                    
                    19,349
                    
                    
                    
                    19,349$
                    150,604
                    
                    
                    $
                    159,259
  NOTE 8 - PROPERTY AND
EQUIPMENT
 
 Property
and equipment consisted of the following:
  2008
                    
                    
                    2007Furniture
      & Fixtures
                    
                    $
                    291,830
                    
                    
                    $
                    291,830Office
      Equipment
                    
                    
                    81,076
                    
                    
                    
                    78,376Trade
      Show Booth
                    
                    
                    53,138
                    
                    
                    
                    53,138Leasehold
      Improvements
                    
                    
                    6,219
                    
                    
                    
                    6,219432,263
                    
                    
                    
                    429,563Less:
      Accumulated Depreciation
                    
                    
                    (389,874
                    )
                    
                    
                    (380,382
                    )$
                    42,389
                    
                    
                    $
                    49,181
 
 Depreciation
and amortization totaled $9,492 and $24,821 for the three months ended March 31,
2009 and 2008, respectively.
  NOTE
9 - RELATED PARTY PAYABLE
 
 On
September 30, 2008, the Company entered into a promissory note for $525,826 with
the Company’s Chief Executive Officer. The promissory note carries interest at
7% and 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 year ended December 31,
2008:
  Beginning
      Balance Payable (Principal and Interest), as of December 31,
      2007
                    
                    $
                    539,195Repayments
      and Adjustments to Reduce Principal Balance
                    
                    
                    (8,023
                    )Accrued
      Interest
                    
                    
                    9,304Advances
      From Chief Executive Officer
                    
                    
                    14,406Ending
      Balance Payable, as of December 31, 2008
                    
                    $
                    554,882
 
 The
remaining balance on the loan payable to the Chief Executive Officer as of
December 31, 2008 is due in full as of December 31, 2012.
   F-6
 
 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 is currently
in the process of negotiating with the lender for an extension or modification
to the loan terms.
 
 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 is currently in the process of
negotiating with the lender for an extension or modification to the loan
terms.
 
 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.
 
 Interest
expense for the three months ended March 31, 2009 and 2008, was $22,823 and
$31,247, respectively.
 
 NOTE
10 - 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 March 31, 2009, 15,845,575 shares of the Company’s common stock were
issued and outstanding.
 
 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.
 
 On March
7, 2009, the Company hired James Crane as its Chief Financial
Officer.  Mr. Crane will receive cash compensation on a monthly basis
and was awarded 160,000 shares of the Company’s common stock, subject to vesting
restrictions.  An initial 80,000 shares of common stock are to be
fully vested upon the Company entering into the contract with Mr.
Crane.  The remaining 80,000 shares of the Company’s common stock will
vest over the twelve month period ending March 22, 2010.  The Company
issued 160,000 shares of the Company’s common stock to James Crane on May 3,
2009.  The Company has classified this share issuance as shares to be
issued in the accompanying balance sheets.
 
 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 will be earned over the subsequent four
months beginning on April 13, 2009.  The Company has classified the
share issuance of 110,000 shares of the Company’s common stock as shares to be
issued in the accompanying balance sheets.
  NOTE
11 - TAXES
 
 The FASB
has issued Statement of Financial Accounting Standards No. 109 (“SFAS
109”), “Accounting for Income Taxes”, which requires the asset and liability
method of accounting for income taxes. Under the asset and liability method,
deferred income taxes are recognized for the tax consequences of “temporary
differences” by applying enacted statutory tax rates applicable to future years
to differences between the financial statement carrying amounts and the tax
basis of existing assets and liabilities.
  The
Company's net deferred tax asset as of March 31, 2009 and December 31, 2008
consisted of the following:
  March
      31, 2009
                      
                      
                      December
      31, 2008Net
      operating loss carry forward
                      
                      $
                      292,000
                      
                      
                      $
                      226,000Valuation
      allowance
                      
                      
                      (292,000
                      )
                      
                      
                      (226,000
                      )Net
      deferred tax asset
                      
                      $
                      -
                      
                      
                      $
                      -
   F-7
  
 Total net
operating losses of approximately $66,000 generated for the three months ended
March 31, 2009 will begin to expire in 2029.
 
 Total net
operating losses of approximately $226,000 generated for the year ended December
31, 2008 will begin to expire in 2028.
  The
components of current income tax expense for the three months ended March 31,
2009 and 2008, consisted of the following:
 
 March
      31, 2009
                    
                    
                    March
      31, 2008Current
      federal tax expense
                    
                    $
                    —
                    
                    
                    $
                    —Current
      state tax expense
                    
                    
                    —
                    
                    
                    
                    —Change
      in NOL benefits
                    
                    
                    66,000
                    
                    
                    
                    -Change
      in valuation allowance
                    
                    
                    (66,000
                    )
                    
                    
                    -Income
      tax expense
                    
                    $
                    —
                    
                    
                    $
                    —
  The following is a reconciliation of the provision for income taxes at the
United States federal income tax rate to the income taxes reflected in the
Statement of Operations:
  March
      31,
                      2009
                    
                    March
      31,
                      2008Tax
      expense (credit) at statutory rate-federal
                    
                    
                    (35
                    %)
                    
                    
                    (35
                    %)State
      tax expense net of federal tax
                    
                    
                    (6
                    %)
                    
                    
                    (6
                    %)Changes
      in valuation allowance
                    
                    
                    41
                    %
                    
                    
                    41
                    %Tax
      expense at actual rate
                    
                    
                    0
                    %
                    
                    
                    0
                    %
 
 Deferred
income taxes reflect the net tax effect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. Through June 30, 2008, the Internal
Revenue Service classified the Company as an S Corporation for tax purposes. As
a result, all gains and losses were passed through to the Company's
shareholders.
 
 The
Internal Revenue Service granted the Company's request to elect classification
as a C Corporation.  The C Corporation status was effective on July 1,
2008.
 
 There is
no provision for income taxes as of March 31, 2009 and December 31, 2008 due to
the significant loss incurred by the Company from July 1, 2008 through March 31,
2009.
 
 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 March 31, 2009:
 
 Year
      Ended December 31,2009
                    
                    $
                    31,3662010
                    
                    
                    42,8652011
                    
                    
                    43,937$
                    118,168
 
 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
$10,455 and $10,285 for the three months ended March 31, 2009 and 2008,
respectively.
   F-8
  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.
 
 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
September 30, 2008, the Company entered into a promissory note for $525,826 with
the Company’s Chief Executive Officer. The promissory note carries interest at
7% and is due in full on December 31, 2012.
 
 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 is currently
in the process of negotiating with the lender for an extension or modification
to the loan terms.
 
 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.
 
 NOTE
14 – SUBSEQUENT EVENTS
 
 On April
1, 2009, the Company entered into a seven year licensing and distribution
agreement with a distributor based in South Korea.  The minimum value
of the contract is approximately $4.2 million.
 
 
 F-9
 
  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 months ended March 31, 2009 and 2008 reflect
net operating losses of $187,283 and $21,666, respectively.  This is based
on gross revenues of $68,684 and $174,187.
  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 months
ended on March 31, 2009 and 2008.
   -1-
 
 Three
Months Ended March 31, 2009 and 2008
  March
      31, 2009
                
                
                March
      31, 2008
                
                
                Increase
                  (Decrease)
                
                
                Percentage
                  Increase
                  (Decrease)Revenues
                
                $
                68,864
                
                
                $
                174,187
                
                
                $
                (105,323
                )
                
                
                (60)
                %Cost
      of Sales
                
                
                28,923
                
                
                
                35,203
                
                
                
                (6,280
                )
                
                
                (17)
                %Gross
      Profit
                
                
                39,941
                
                
                
                138,984
                
                
                
                (99,043
                )
                
                
                (72)
                %Operating
      Expenses
                
                
                204,401
                
                
                
                129,403
                
                
                
                74,998
                
                
                
                58
                %Other
      Expenses
                
                
                (22,823
                )
                
                
                (31,247
                )
                
                
                (8,424
                )
                
                
                (27)
                %Income
      Taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                %Net
      Loss
                
                
                (187,283
                )
                
                
                (21,666
                )
                
                
                (165,617
                )
                
                
                (764)
                %Basic
      and Fully Diluted Loss Per Common Share
                
                $
                (0.01
                )
                
                $
                (0.00
                )Weighted
      Average Basic and Fully Diluted Common Share
    Outstanding
                
                
                15,845,745
                
                
                
                14,569,190
  Revenues
  For the
three months ended March 31, 2009, revenues decreased 60% from the three months
ended March 31, 2008.  Our sales have been significantly impacted by
the overall negative economic climate in late 2008 and early
2009.  Revenues generated by the sales of our golf clubs decreased by
approximately $78,000 in 2009 as compared to 2008.  Revenues from golf
grip sales decreased by approximately $19,000 in 2009 as compared to 2008. We
are intent on implementing a targeted marketing and advertising campaign in 2009
and will focus on expanding sales of our highly profitable golf grip products as
opposed to our golf clubs.  However, we will require capital, likely
in the form of an equity issuance, if we are to finalize and implement our
marketing and advertising plans.  If capital is raised to fund
advertising and marketing expenditures then our revenues could increase
dramatically.  If we are unable to raise capital then our is
intent on maintaining revenues within a similar range as 2008 assuming we are is
able to continue operations.
  Cost
of Sales
  For the
three months ended March 31, 2009, our costs of sales decreased 17% over the
three months ended March 31, 2008. During the three months ended March 31, 2009,
we shipped more sold products by sea as opposed to air 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 March 31, 2009, our gross profit decreased 72% over the three
months ended March 31, 2008. Our sales decreased by 60% in 2009, which
contributed significantly to the 72% decrease in gross margin in
2009.
  Operating
Expenses
  For the
three months ended March 31, 2009, our operating expenses increased by $74,998,
or 58%.  Stock based compensation occurred in 2009 as we issued a
total of 270,000 shares of our common stock, valued at approximately $270,000,
to our investor relations consultants and Chief Financial Officer.  No
stock issuances for compensation occurred during the three months ended March
31, 2008.  Stock based compensation was approximately $110,000 in 2009
as compared to $0 in 2008.  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
our other operating expenses are comparable to 2008.
   -2-
  Other
Expenses
  For the
three months ended March 31, 2009, our other expenses decreased $8,424 over the
three months ended March 31, 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 our 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 2009 as
compared to 2008 as a result of the decrease in the effective interest rates
charged on most of our unsecured credit card debts.
 Net
Loss
  For the
three months ended March 31, 2009, our net loss increased 764% over the three
months ended March 31, 2008. The net loss was generated by the approximate
$110,000 in stock based compensation 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 Three Months Ended March 31, 2009 and 2008
  At March
31, 2009, we had cash and cash equivalents of $16,327 as compared to cash and
cash equivalents of $5,220 as of December 31, 2008. Net cash used in operating
activities for the three months ended March 31, 2009 was $(31,126), as compared
to net cash provided by operating activities of $56,827 for the three months
ended March 31, 2008. This decrease of $87,953, 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 cashflows 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 quarter as result of being a public company. Additionally, when the stock
based compensation is not included in the analysis, our net loss for 2009,
decreased to be approximately $76,000. 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.
  Cashflows
used in investing activities totaled $2,700 and $561 for the three months ended
March 31, 2009 and 2008, respectively. We purchased property and equipment in
2009 and 2008.
  Cashflows
provided by financing activities totaled $44,933 and $7,073 in 2009 and 2008,
respectively.  During the three months ended March 31, 2009, the
Company made repayments to a trust controlled by our Chief Executive Officer of
$8,023.  The trust also advanced a total of $14,406 during the three
months ended March 31, 2009.  In 2008, we raised a total of $37,501 in
capital through a private placement.
  At the
present level of business activity, our ongoing monthly gross operating cash
disbursements are expected to average approximately $30,000. As of March 31,
2009, we had negative working capital of $(292,035). Assuming that current sales
continue at the average rate experienced during the three months ended March 31,
2009, which was approximately $23,000 per month, and gross operating cash
expenditures continue at $30,000 per month; this would give rise to a monthly
negative cash flow of approximately $7,000. Actual results may be better or
worse than anticipated, depending upon our actual sales results, fundraising
success or failure and capital expenditures, in particular, in future
months.
  FINANCING
ACTIVITIES
  On
February 28, 2009, we 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 our common stock at the current market value
of our common stock at the holder’s discretion.
 
 On March
10, 2009, we 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  our common stock.
  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.
  -3-
  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 March 31, 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 March
7, 2009, we agreed to issue 160,000 to James Crane as compensation pursuant to
the terms of his consulting agreement.  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 March
11, 2009, we agreed to issue 250,000 to Cirrus Financial as compensation
pursuant to the terms of Cirrus' consulting agreement.  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 ON FORM 8-K.
 Exhibits.No.
                    
                    Description31.1
                      31.2
                    
                    Certification
      of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002, filed herewith.
                      Certification
      of Chief Financial Officer pursuant to Section 3.02 of the Sarbanes-Oxley
      Act of 2002, filed herewith.32.2
                    
                    Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
      filed herewith.32.1
                    
                    Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
      filed herewith.
  (b)     Reports
of Form 8-K
  On March
6, 2009 we filed a Form 8-K with the SEC based on the resignation of a member of
our Board of Directors.
   -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 CO., INC.
                    (Registrant)Date:
      May 12 , 2009
                  
                  By:
                  
                  /s/
      Lee MillerLee
      Miller
                    Chief
      Executive OfficerDate:
      May 12, 2009
                  
                  By:
                  
                  /s/
      James CraneJames
      Crane
                    Chief
      Financial Officer
 
 
    -6-