UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-Q/A 
AMENDMENT NO. 1

|                                              |                                                                                          
|--------------------------------------------- | -----------------------------------------------------------------------------------------
|(Mark One)                                   
|                                              |                                                                                          
|x                                             | QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                              |                                                                                          
|For the quarterly period
 ended June 30, 2008
|                                              |                                                                                          
|or                                           
|                                              |                                                                                          
|o                                             | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|                                |   
|------------------------------- | --
|For the transition period
 from | To
|                                |   

|                        |           
|----------------------- | ----------
|Commission File Number: | 333-140685
|                        |           

|                                                       
|-------------------------------------------------------
|World
 Series of Golf, Inc.                            
|                                                       
|(Exact
 name of registrant as specified in its charter)

|                                                                |                                      
|--------------------------------------------------------------- | -------------------------------------
|Nevada                                                          | 87-0719383                           
|                                                                |                                      
|(State or other
 jurisdiction of incorporation or organization) | (I.R.S.
 Employer Identification No.)

|                                                |            
|----------------------------------------------- | -----------
|10161 Park Run Drive, Suite
 150, Las Vegas, NV | 89145      
|                                                |            
|(Address of principal
 executive offices)       | (Zip
 Code)

|                                                                                   
|-----------------------------------------------------------------------------------
|702-740-1744                                                                       
|                                                                                   
|(Registrants
 telephone number, including area code)                              
|                                                                                   
|Not
 Applicable                                                                    
|                                                                                   
|(Former
 name, former address and former fiscal year, if changed since last report)

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 ninety (90) days. YES x  NO o

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

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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
definition of accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check One):

|                          |                     |                         |                            
|------------------------- | ------------------- | ----------------------- | ---------------------------
|Large accelerated filer o | Accelerated filer o | Non-accelerated filer 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

As
of August 12, 2008, 23,623,999 shares of the registrants common stock were
outstanding.

---



WORLD SERIES OF GOLF, INC.

FORM 10-Q/A

INDEX

|           |  |                       |                                 |                                                                                                                         |   |     
|---------- |  | --------------------- | ------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | - | ----
|           |  |                       |                                 |                                                                                                                         |   | Page
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  |                       |                                 |                                                                                                                         |   |     
|Part I     |  | Financial Information |                                
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  | Item 1.               | Unaudited Financial Statements: |                                                                                                                         | 2
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  |                       |                                 | Condensed Consolidated Balance Sheets as of
 June 30, 2008 (unaudited) and December 31, 2007                            |   | 2   
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  |                       |                                 | Condensed Consolidated Statements of
 Operations (unaudited) for the three and six months ended June 30, 2008 and 2007  |   | 3   
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  |                       |                                 | Condensed Consolidated Statement of
 Stockholders Equity (Deficit) (unaudited) for the six months ended June 30,
 2008 |   | 4   
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  |                       |                                 | Condensed Consolidated Statements of Cash
 Flows (unaudited) for the six months ended June 30, 2008 and 2007            |   | 5   
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  |                       |                                 | Notes to Condensed Consolidated Financial
 Statements (unaudited)                                                       |   | 6   
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  | Item 2.               |                                 | Managements Discussion and Analysis of
 Financial Condition and Results of Operations                                  |   | 13  
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  | Item 4T.              |                                 | Controls and Procedures                                                                                                 |   | 17  
|           |  |                       |                                 |                                                                                                                         |   |     
|Part II    |  | Other Information     |                                 |                                                                                                                        
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  | Item 2.               |                                 | Unregistered Sales of Equity Securities and Use of Proceeds                                                             |   | 18  
|           |  |                       |                                 |                                                                                                                         |   |     
|           |  | Item 6.               |                                 | Exhibits                                                                                                                |   | 18  
|           |  |                       |                                 |                                                                                                                         |   |     
|Signatures |  |                       |                                 | 19                                                                                                                     

---



Explanatory Note Regarding Amendment

We
are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 2008 to amend our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2008 originally filed with the U.S. Securities and
Exchange Commission on August 14, 2008, to correct the following items:

| |    |                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------
| | 1. | Part I, Item
 1: Financial Statements and Notes to Financial Statements.                                
| |    |                                                                                                         
| | 2. | Part I, Item
 2: Managements Discussion and Analysis of Financial Condition and Results of
 Operations.
| |    |                                                                                                         
| | 3. | Part I, Item
 4T: Controls and Procedures.                                                              
| |    |                                                                                                         
| | 4. | Part II,
 Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                           

As
reported in our Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission on April 13, 2009, our management determined it was
necessary to restate our unaudited interim financial statements as of June 30,
2008 and for the three and six months ended June 30, 2008 and 2007, which were
included in our Quarterly Report on Form 10-Q for the period ended June 30,
2008.

Subsequent
to issuance of the June 30, 2008 condensed consolidated financial statements
(the 2008 Interim Financial Statements), our management concluded that it was
necessary to restate the 2008 Interim Financial Statements to correct for
errors. These errors included non-recognition of $300,000 of sales and
marketing expense and prepaid expense of $300,000, accounting errors relating
to $141,000 in revenue and other errors, primarily with regard to cut-off
related to cost of sales which totaled approximately $725,000. The accompanying
2008 Interim Financial Statements for the three and six months ended June 30,
2008 have been restated to give effect to correction of these and other errors
(primarily with regard to cut-off) as well as revision of classification, which
together have the result of increasing total assets and total liabilities by
approximately $255,000 and $60,000, respectively, increasing total
stockholders deficit by approximately $315,000, and increasing net loss for
the three and six months ended June 30, 2008 by approximately $812,000 and
$808,000, respectively, with an increase to net loss per share of approximately
$0.04 and $0.05 per share.

In
addition, subsequent to the issuance of the June 30, 2007 condensed
consolidated financial statements (the 2007 Interim Financial Statements),
our management concluded that it was necessary to restate the 2007 Interim
Financial Statements to correct for errors. These errors were primarily with
regard to cut-off of approximately $0.4 million in revenue for both the three
and six months ended June 30, 2007, errors in cut-off of approximately $1.2
million in production and media expenses, and $0.1 million in write off of
previously capitalized signage costs which were determined to have no future
benefit, which together with other errors had the effect of increasing net loss
for the three and six months ended June 30, 2007 by approximately $1.5 million
and $1.3 million, respectively, with an increase of $0.14 and $0.13 in net loss
per share, respectively for the three and six month periods.

Pursuant
to Rule 1b-15 promulgated under the Securities Exchange Act of 1934, as amended
(the Exchange Act), this amendment presents new certifications pursuant to
Rule 13a-14(a)/15d-14(a) and Rules 13a-14(b)/15d-14(b) under the Exchange Act.
Except as described above, no substantive change has been made to the Quarterly
Report as originally filed. This amendment does not reflect events occurring
after the filing of the Quarterly Report as originally filed or modify or
update those disclosures affected by subsequent events.

1

---



PART I  FINANCIAL
INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WORLD SERIES OF GOLF, INC. 
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                                                                                   |  |                                      |        |                               |   |        |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | ----------------------------- | - | ------ | -
|                                                                                                   |  | June 30, 2008(RESTATED)              |        | December 31, 2007
 (RESTATED) |  
|                                                                                                   |  |                                      |        |                               |  
|                                                                                                   |  | (in thousands, except share amounts) |       
|ASSETS                                                                                            
|Current assets:                                                                                    |  |                                      |        |                               |   |        |  
|Cash                                                                                               |  | $                                    | 122    |                               | $ | 255    |  
|Accounts receivable                                                                                |  |                                      | 295    |                               |   |       |  
|Prepaid expenses and other assets                                                                  |  |                                      | 536    |                               |   | 400    |  
|                                                                                                   |  |                                      |        |                               |   |        |  
|Total current assets                                                                               |  |                                      | 953    |                               |   | 655    |  
|Equipment, net                                                                                     |  |                                      | 30     |                               |   | 12     |  
|                                                                                                   |  |                                      |        |                               |   |        |  
|Total assets                                                                                       |  | $                                    | 983    |                               | $ | 667    |  
|                                                                                                   |  |                                      |        |                               |   |        |  
|                                                                                                   |  |                                      |        |                               |   |        |  
|LIABILITIES AND STOCKHOLDERS EQUITY
 (DEFICIT)                                                   
|                                                                                                   |  |                                      |        |                               |   |        |  
|Current liabilities:                                                                               |  |                                      |        |                               |   |        |  
|Accounts payable                                                                                   |  | $                                    | 369    |                               | $ | 284    |  
|Player deposits                                                                                    |  |                                      | 6      |                               |   | 52     |  
|Note and interest payable to related party                                                         |  |                                      | 1,019  |                               |   | 961    |  
|Convertible notes payable, net of discount                                                         |  |                                      | 285    |                               |   |       |  
|Other current liabilities                                                                          |  |                                      | 410    |                               |   |       |  
|                                                                                                   |  |                                      |        |                               |   |        |  
|Total current liabilities                                                                          |  |                                      | 2,089  |                               |   | 1,297  |  
|                                                                                                   |  |                                      |        |                               |   |        |  
|Commitments and contingencies                                                                      |  |                                      |        |                               |   |        |  
|                                                                                                   |  |                                      |        |                               |   |        |  
|Stockholders equity (deficit):                                                                    |  |                                      |        |                               |   |        |  
|Preferred stock, $0.001 par value;
 10,000,000 shares authorized: no shares issued and outstanding |  |                                      |       |                               |   |       |  
|Common stock and additional paid in
 capital, $0.001 par value; 90,000,000 shares authorized:      |  |                                      |        |                               |   |        |  
|21,783,999 and 14,130,000 shares issued and
 outstanding, respectively                             |  |                                      | 7,965  |                               |   | 5,664  |  
|Accumulated deficit                                                                                |  |                                      | (9,071 | )                             |   | (6,294 | )
|                                                                                                   |  |                                      |        |                               |   |        |  
|Total stockholders equity (deficit)                                                               |  |                                      | (1,106 | )                             |   | (630   | )
|                                                                                                   |  |                                      |        |                               |   |        |  
|Total liabilities and stockholders equity
 (deficit)                                              |  | $                                    | 983    |                               | $ | 667    |  
|                                                                                                   |  |                                      |        |                               |   |        |  

See notes to condensed consolidated financial
statements

2

---



WORLD SERIES OF GOLF, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|---------------------------------------------------------------- |  | ------------------------------------------------ | ---------- | -------------------------- | - | ---------------- | - | ---------------- | ---------- | - | - | --------- | -
|                                                                 |  | Three Months Ended
 June 30,                     |            | Six Months Ended
 June 30, |  
|                                                                 |  |                                                  |            |                            |  
|                                                                 |  | 2008
 (RESTATED)                                 |            | 2007
 (RESTATED)           |   | 2008
 (RESTATED) |   | 2007
 (RESTATED) |           
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |           
|                                                                 |  | (in thousands, except share
 and per share data) |           
|Revenue:                                                         |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Sponsorship and advertising                                      |  | $                                                | 864        |                            | $ | 783              |   | $                | 864        |   | $ | 783       |  
|Licensing                                                        |  |                                                  | 200        |                            |   |                 |   |                  | 797        |   |   |          |  
|Player entry fees                                                |  |                                                  | 543        |                            |   | 261              |   |                  | 543        |   |   | 261       |  
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Total revenue                                                    |  |                                                  | 1,607      |                            |   | 1,044            |   |                  | 2,204      |   |   | 1,044     |  
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Operating expenses:                                              |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Cost of revenue                                                  |  |                                                  | 2,639      |                            |   | 2,880            |   |                  | 2,671      |   |   | 2,942     |  
|Sales and marketing                                              |  |                                                  | 612        |                            |   | 182              |   |                  | 916        |   |   | 444       |  
|General and administrative                                       |  |                                                  | 577        |                            |   | 226              |   |                  | 1,045      |   |   | 438       |  
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Total operating expenses                                         |  |                                                  | 3,828      |                            |   | 3,288            |   |                  | 4,632      |   |   | 3,824     |  
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Loss from operations                                             |  |                                                  | (2,221     | )                          |   | (2,244           | ) |                  | (2,428     | ) |   | (2,780    | )
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Interest expense                                                 |  |                                                  | (320       | )                          |   | (23              | ) |                  | (349       | ) |   | (23       | )
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Net loss                                                         |  | $                                                | (2,541     | )                          | $ | (2,267           | ) | $                | (2,777     | ) | $ | (2,803    | )
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Loss per common share  basic and diluted:                       |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Net loss per common share  basic and
 diluted                   |  | $                                                | (0.12      | )                          | $ | (0.23            | ) | $                | (0.14      | ) | $ | (0.30     | )
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  
|Shares used in computing net loss per share
  basic and diluted |  |                                                  | 21,671,252 |                            |   | 9,910,606        |   |                  | 20,291,889 |   |   | 9,411,556 |  
|                                                                 |  |                                                  |            |                            |   |                  |   |                  |            |   |   |           |  

See notes to condensed consolidated financial statements

3

---



WORLD SERIES OF GOLF, INC. 
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)For the Six Months Ended June 30, 2008
(Unaudited)

|                                                                                           |  |                                              |            |                      |   |                                        |  |   |        |   |   |        |  
|------------------------------------------------------------------------------------------ |  | -------------------------------------------- | ---------- | -------------------- | - | -------------------------------------- |  | - | ------ | - | - | ------ | -
|                                                                                           |  | Common Stock and Additional
 Paid-In Capital |            | Accumulated
 Deficit |   | Total
 Stockholders
 Equity (Deficit) | 
|                                                                                           |  |                                              |            |                      |  
|                                                                                           |  | Shares                                       |            | Amount               |   |                                        | 
|                                                                                           |  |                                              |            |                      |   |                                        |  |   |       
|                                                                                           |  | (In thousands, except share data)            |           
|Balance December 31, 2007 (RESTATED)                                                       |  |                                              | 14,130,000 |                      | $ | 5,664                                  |  | $ | (6,294 | ) | $ | (630   | )
|Recapitalization                                                                           |  |                                              | 6,999,999  |                      |   |                                       |  |   |       |   |   |       |  
|Issuance of common stock and warrants for
 cash, net                                       |  |                                              | 304,000    |                      |   | 380                                    |  |   |       |   |   | 380    |  
|Issuance of common stock for services                                                      |  |                                              | 350,000    |                      |   | 786                                    |  |   |       |   |   | 786    |  
|Value of beneficial conversion feature and
 warrants issued with convertible notes payable |  |                                              |           |                      |   | 1,135                                  |  |   |       |   |   | 1,135  |  
|Net loss                                                                                   |  |                                              |           |                      |   |                                       |  |   | (2,777 | ) |   | (2,777 | )
|                                                                                           |  |                                              |            |                      |   |                                        |  |   |        |   |   |        |  
|Balance June 30, 2008 (RESTATED)                                                           |  |                                              | 21,783,999 |                      | $ | 7,965                                  |  | $ | (9,071 | ) | $ | (1,106 | )
|                                                                                           |  |                                              |            |                      |   |                                        |  |   |        |   |   |        |  

See notes to condensed consolidated financial statements

4

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WORLD SERIES OF GOLF, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                             |  |                            |        |                  |   |        |  
|---------------------------------------------------------------------------- |  | -------------------------- | ------ | ---------------- | - | ------ | -
|                                                                             |  | Six Months Ended
 June 30, |       
|                                                                             |  |                            |       
|                                                                             |  | 2008
 (RESTATED)           |        | 2007
 (RESTATED) |  
|                                                                             |  |                            |        |                  |  
|                                                                             |  | (In thousands)             |       
|Operating activities:                                                        |  |                            |        |                  |   |        |  
|Net loss                                                                     |  | $                          | (2,777 | )                | $ | (2,803 | )
|Adjustments to reconcile net loss to net
 cash used in operating activities: |  |                            |        |                  |   |        |  
|Depreciation                                                                 |  |                            | 3      |                  |   | 7      |  
|Amortization of debt discount                                                |  |                            | 285    |                  |   | 3      |  
|Share-based payments of consulting and
 other expenses                       |  |                            | 786    |                  |   | 573    |  
|Changes in assets and liabilities:                                           |  |                            |        |                  |   |        |  
|Accounts receivable                                                          |  |                            | (295   | )                |   | (9     | )
|Prepaid expenses and other assets                                            |  |                            | (136   | )                |   | (486   | )
|Accounts payable                                                             |  |                            | 85     |                  |   | 308    |  
|Player deposits                                                              |  |                            | (46    | )                |   | (13    | )
|Accrued interest on related party note
 payable                              |  |                            | 58     |                  |   | 19     |  
|Other current liabilities                                                    |  |                            | 410    |                  |   | 245    |  
|                                                                             |  |                            |        |                  |   |        |  
|Net cash used in operating activities                                        |  |                            | (1,627 | )                |   | (2,156 | )
|                                                                             |  |                            |        |                  |   |        |  
|Investing activities:                                                        |  |                            |        |                  |   |        |  
|Purchases of property and equipment                                          |  |                            | (21    | )                |   | (1     | )
|                                                                             |  |                            |        |                  |   |        |  
|Net cash used in investing activities                                        |  |                            | (21    | )                |   | (1     | )
|                                                                             |  |                            |        |                  |   |        |  
|Financing activities:                                                        |  |                            |        |                  |   |        |  
|Proceeds from issuance of convertible notes
 payable and warrants            |  |                            | 1,135  |                  |   |       |  
|Proceeds from note payable to related party                                  |  |                            |       |                  |   | 985    |  
|Proceeds from sale of common shares and
 warrants, net                       |  |                            | 380    |                  |   | 1,070  |  
|                                                                             |  |                            |        |                  |   |        |  
|Net cash provided by financing activities                                    |  |                            | 1,515  |                  |   | 2,055  |  
|                                                                             |  |                            |        |                  |   |        |  
|Net decrease in cash and cash equivalents                                    |  |                            | (133   | )                |   | (102   | )
|Cash and cash equivalents  beginning of
 period                             |  |                            | 255    |                  |   | 299    |  
|                                                                             |  |                            |        |                  |   |        |  
|Cash and cash equivalents  end of period                                    |  | $                          | 122    |                  | $ | 197    |  
|                                                                             |  |                            |        |                  |   |        |  
|Supplemental disclosure:                                                     |  |                            |        |                  |   |        |  
|Cash paid for interest                                                       |  | $                          |       |                  | $ |       |  
|                                                                             |  |                            |        |                  |   |        |  

See notes to condensed consolidated financial
statements

5

---



WORLD SERIES OF GOLF, INC. 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
For the three and six months ended June 30, 2008 and 2007 (Unaudited)

Note 1. Business and Organization

On
January 31, 2008, Innovative Consumer Products, Inc. (ICP), a public Nevada
shell corporation, acquired all of the outstanding capital stock of World
Series of Golf, Inc., a privately-held Nevada corporation (WSG-NV) engaged in
the sports entertainment industry.

The
acquisition was consummated pursuant to an Agreement and Plan of Merger, dated
January 31, 2008, whereby WSG-NV merged with and into Acquisition Sub, a newly
formed wholly-owned Nevada subsidiary of ICP. This transaction is commonly
referred to as a reverse acquisition in which all of the outstanding capital
stock of WSG-NV was effectively exchanged for a controlling interest in ICP.
This type of transaction is considered to be a recapitalization rather than a
business combination. Accordingly, for accounting purposes, no goodwill or other
intangible assets were recorded. On February 1, 2008, we merged with
Acquisition Sub in a short form merger under Nevada law and changed our name to
World Series of Golf, Inc.

We
are a sports entertainment company that hosts amateur golf tournaments and
events and seeks to create branded products, games, media and entertainment
based on our proprietary golf tournament method of play which we call The
World Series of Golf. We have held three-day World Series of Golf tournaments
in Las Vegas, Nevada during May in 2007, 2008 and 2009. Through our media
partners, we broadcast our tournaments on domestic and international television
and via other media outlets, as live events or as a produced series. We also
sell sponsorships for our live tournaments and television coverage.

Note 2: Going Concern

We
have prepared our condensed consolidated financial statements assuming that we
will continue as a going concern, which contemplates realization of assets and
the satisfaction of liabilities in the normal course of business. As of June
30, 2008, we had an accumulated deficit of approximately $9.1 million, negative
cash flows from operations and expect to incur additional losses in the future
as we continue to develop and grow our business. We have funded our losses
primarily through sales of common stock and warrants in private placements and
borrowings from related parties and other investors and revenue provided by our
sponsorships and advertising contracts, licensing arrangements and tournaments.
The further development of our business will require capital. At June 30, 2008,
we had a working capital deficit (current assets less current liabilities) of
approximately $1.1 million and approximately $122,000 in cash.

We
are dependent on existing cash resources and external sources of financing to
meet our working capital needs. Current sources of liquidity are insufficient
to provide for budgeted and anticipated working capital requirements. We will
therefore be required to seek additional financing to satisfy our working
capital requirements. No assurances can be given that such capital will be
available to us on acceptable terms, if at all. In addition to equity financing
and strategic investments, we may seek additional related party loans. If we
are unable to obtain any such additional financing or if such financing cannot
be obtained on terms acceptable to us, we may be required to delay or scale
back our operations, including the development of our online game, which would
adversely affect our ability to generate future revenues and may force us to
curtail or cease our operating activities.

To
attain profitable operations, managements plan is to execute its strategy of
(i) increasing the number of tournaments; (ii) leveraging the existing
tournament to generate ancillary revenue streams via Internet TV or other
venues; (iii) continuing the ongoing development of the online game; and (iv)
continuing to build sponsorship, advertising and related revenue, including license
fees related to the sale of branded merchandise. We will continue to be
dependent on outside capital to fund our operations for the foreseeable future,
and continue to be involved in discussions and negotiations with investors in
order to raise additional funds to provide sufficient working capital for
operations with a near-term goal of generating positive cash flow from
operations. Any financing we obtain may further dilute or otherwise impair the
ownership interest of our current stockholders. If we fail to generate positive
cash flows or fail to obtain additional capital when required, we could modify,
delay or abandon some or all of our plans. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. Our condensed
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

6

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Note 3. Summary of Critical Accounting
Policies and Recently Issued Accounting Standards

Basis
of Preparation The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and in accordance with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and note disclosures required by U.S. generally accepted
accounting principles for complete financial statements. The accompanying
unaudited financial information should be read in conjunction with the audited
consolidated financial statements, including the notes thereto, as of and for
the year ended December 31, 2008, included in our 2008 Annual Report on Form
10-K filed with the Securities and Exchange Commission (the SEC). The
information furnished in this report reflects all adjustments (consisting of
normal recurring adjustments), which are, in the opinion of management,
necessary for a fair presentation of our financial position, results of operations
and cash flows for each period presented. The results of operations for the
interim periods ended June 30, 2008 are not necessarily indicative of the
results for the year ending December 31, 2008 or for any future period.

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 reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The more significant accounting estimates inherent in preparation of our
financial statements include estimates as to valuation of fair value for goods
and services received in barter transactions, valuation of equity related
instruments issued, and valuation allowance for deferred income tax assets.

Financial
InstrumentsOur financial instruments consist of cash,
accounts receivable, accounts payable, other current liabilities, convertible
notes payable and note payable to related party. The fair value of financial
instruments other than note payable to related party approximate the recorded
value based on the short-term nature of these financial instruments. The fair
value of note payable to related party is presently undeterminable due to the
related party nature of the obligations.

In
February 2008, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position No. FAS 157-2, Effective Date
of FASB Statement No. 157, which provides a one year deferral of the
effective date of Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements (SFAS
157), to January 1, 2009 for non-financial assets and non-financial
liabilities, except those that are recognized or disclosed in the financial
statements at fair value at least annually. We adopted the provisions of SFAS
157 as of January 1, 2008 with respect to our financial assets and liabilities
only. At June 30, 2008, we have no financial assets or liabilities subject to
fair value measurement.

Concentration
of Credit Risk and Significant Customers During 2008
and 2007, a significant portion of our revenue was derived from a small number
of customers, as follows (as a percentage of total revenue):

|                                |  |                    |     |                  |  |      |   |      |     |   |  |     |  
|------------------------------- |  | ------------------ | --- | ---------------- |  | ---- | - | ---- | --- | - |  | --- | -
|                                |  | Three Months Ended |     | Six Months Ended | 
|                                |  |                    |     |                  | 
|                                |  | June 30,           |     | June 30,         | 
|                                |  |                    |     |                  | 
|                                |  | 2008               |     | 2007             |  | 2008 |   | 2007 |    
|                                |  |                    |     |                  |  |      |   |      |    
|Custom Group, Ltd.              |  |                    | 12  | %                |  | 0    | % |      | 36  | % |  | 0   | %
|Pocket Kings, Ltd.              |  |                    | 18  | %                |  | 0    | % |      | 13  | % |  | 0   | %
|The Mirage Casino Hotel         |  |                    | 28  | %                |  | 39   | % |      | 21  | % |  | 39  | %
|Revlon Consumer Corp.s Mitchum |  |                    | 0   | %                |  | 18   | % |      | 0   | % |  | 18  | %
|Blue Ocean Worldwide            |  |                    | 0   | %                |  | 13   | % |      | 0   | % |  | 13  | %
|Other                           |  |                    | 42  | %                |  | 30   | % |      | 30  | % |  | 30  | %
|                                |  |                    |     |                  |  |      |   |      |     |   |  |     |  
|                                |  |                    | 100 | %                |  | 100  | % |      | 100 | % |  | 100 | %
|                                |  |                    |     |                  |  |      |   |      |     |   |  |     |  

Net
loss per common share  Basic and diluted net loss per common share is computed by
dividing the net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per share excludes the effect of
common stock equivalents (convertible notes and warrants) since such inclusion
in the computation would be anti-dilutive. The following numbers of shares have
been excluded (in thousands):

7

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|                   |  |          |       |      |  |   | 
|------------------ |  | -------- | ----- | ---- |  | - | 
|                   |  | June 30, |      
|                   |  |          |      
|                   |  | 2008     |       | 2007 | 
|                   |  |          |       |      | 
|Convertible
 notes |  |          | 2,096 |      |  |  | 
|Warrants           |  |          | 1,439 |      |  |  | 
|                   |  |          |       |      |  |   | 
|Total              |  |          | 3,535 |      |  |  | 
|                   |  |          |       |      |  |   | 

Share-Based
PaymentsWe have granted shares of our common stock
and warrants to purchase shares of our common stock to various parties for
services and in connection with financing activities. The fair values of shares
issued have been based on closing market prices for periods after January 31,
2008 and at prices of recent cash transactions for periods prior. Grants of
stock purchase warrants to employees and non-employees are accounted for in
accordance with SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS 123R) and with the Emerging Issues Task Force
(EIFT) Issue No. 96-18, Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods and Services (EITF 96-18). To
calculate the value of share-based payments, we used the Black-Scholes option-pricing
model. The Black-Scholes option pricing model requires the input of highly
subjective assumptions, and other reasonable assumptions could provide
differing results. Our determination of the fair value of stock-based awards on
the date of grant using an option pricing model is affected by our stock price
as well as assumptions regarding a number of highly complex and subjective
variables. These variables include, but are not limited to, the expected life
of the award and expected stock price volatility over the term of the award.

Reclassifications Certain reclassifications have been made to our 2007
condensed consolidated financial statements to conform to the presentation of
our 2008 condensed consolidated financial statements. Such reclassifications had no effect on stockholders equity
(deficit), net loss, or net increase (decrease) in cash.

Recently
Issued Accounting Standards In December 2007, the
FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements  an amendment of Accounting
Research Bulletin No. 51 (SFAS 160). SFAS 160 amends Accounting
Research Bulletin No. 51 to establish accounting and reporting standards for
the non-controlling ownership interests in a subsidiary and for the deconsolidation
of a subsidiary, and changes the way the consolidated statement of operations
is presented by requiring consolidated net income (loss) to be reported at
amounts that include the amounts attributable to both the parent and the
non-controlling interest, as well as disclosure, on the face of the statement
of operations of those amounts. SFAS 160 also establishes a single method of
accounting for changes in a parents ownership interest in a subsidiary that do
not result in deconsolidation, and requires gain recognition in income when a
subsidiary is deconsolidated. SFAS 160 also requires expanded disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the non-controlling owners. SFAS 160 is effective for fiscal years
beginning after December 15, 2008. In the absence of possible future
investments, the adoption of SFAS 160 will have no effect on our consolidated
financial statements.

In
March 2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities  an amendment of SFAS No.
133(SFAS 161). This
statement changes the disclosure requirements for derivative instruments and
hedging activities. SFAS 161 requires enhanced disclosures about (a) how and why
an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. SFAS 161 is effective for our interim
financial reporting period beginning January 1, 2009. We do not use derivative
financial instruments nor do we engage in hedging activities. We are currently
evaluating the impact, if any, of implementation of SFAS 161 on our
consolidated financial position, results of operations and cash flows.

In
May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt Instruments That May
Be Settled In Cash Upon Conversion (Including Partial Cash Settlement)
(FSP APB 14-1). FSP APB 14-1 requires separate accounting for the liability
and equity components of convertible debt instruments in a manner that reflects
the entitys non-convertible debt borrowing rate. FSP APB 14-1 is effective for
reporting periods beginning after December 15, 2008. The implementation of FSP
APB 14-1 did not have a material impact on our consolidated financial position,
results of operations and cash flows.

In
June 2008, the FASB issued SFAS No. 162, The
Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the sources of
generally accepted accounting principles and provides a framework, or
hierarchy, for selecting the principles to be used in preparing U.S. GAAP
financial statements for nongovernmental entities, and makes the GAAP hierarchy
explicitly and directly applicable to preparers of financial statements. The
hierarchy of authoritative accounting guidance is not expected to change
current practice but is expected to facilitate the FASBs plan to designate as
authoritative its forthcoming codification of accounting standards. This
statement is effective for reporting periods ending after September 15, 2009.

8

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In
June 2008, the Emerging Issues Task Force of the FASB issued EITF Issue No.
07-5, Determining Whether an Instrument (or
Embedded Feature) Is Indexed to an Entitys Own Stock (EITF 07-5),
which is effective for fiscal years ending after December 15, 2008, with
earlier application not permitted by entities that have previously adopted an
alternative accounting policy. The adoption of EITF 07-5s requirements will
affect accounting for convertible instruments and warrants with provisions that
protect holders from declines in the stock price (down-round provisions).
Warrants with such provisions will no longer be recorded in equity. EITF 07-5
guidance is to be applied to outstanding instruments as of the beginning of the
fiscal year in which the EITF 07-5 is applied. The cumulative effect of the
change in accounting principle shall be recognized as an adjustment to the
opening balance of retained earnings (or other appropriate components of
equity) for that fiscal year, presented separately. The cumulative-effect
adjustment is the difference between the amounts recognized in the statement of
financial position before initial application of EITF 07-5 and the amounts
recognized in the statement of financial position upon its initial application.
The amounts recognized in the statement of financial position as a result of
the initial application are determined based on the amounts that would have
been recognized if the guidance in EITF 07-5 had been applied from the issuance
date of the instrument. In connection with warrants issued together with the
convertible notes in the second quarter of 2008, the financial reporting
(non-cash) effect of initial adoption of this accounting requirement for future
financial statements is expected to result in an initial estimated fair value
liability of approximately $102,000, which was recorded as an increase in
liabilities and increase in stockholders deficit on January 1, 2009 and which
will be adjusted quarterly thereafter during the period the warrants remain
outstanding.

In
June 2008, the Emerging Issues Task Force of the FASB issued EITF Issue No.
08-4, Transition Guidance for Conforming
Changes to Issue No. 98-05(EITF 08-4), which is effective for
fiscal years ending after December 15, 2008, with earlier application
permitted. EITF 08-4 provides for, among other things, revisions to certain
provisions of EITF 98-5, Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios, including nullification of guidance
under EITF 98-5 that upon conversion, unamortized discounts for instruments
with beneficial conversion features should be included in the carrying value of
the convertible security that is transferred to equity at the date of
conversion. This nullification was made to update guidance to acknowledge the
issuance of EITF Issue No. 00-27, The
Application of Issue No. 98-5 to Certain Convertible Instruments,
which revised accounting guidance to require immediate recognition of interest
expense for the unamortized discount. There were no changes in our consolidated
financial statements required pursuant to following EITF 08-4 guidance.

In
April 2009, the FASB issued FSP FAS No. 107 and APB 28-1, Interim Disclosures About Fair Value of Financial
Instruments (FSP FAS No. 107 and APB 28-1), which amends SFAS No. 107, Disclosures About Fair Value of
Financial Instruments,
and Accounting Principles Board Opinion No. 28, Interim Financial Reporting, to require disclosures about
the fair value of financial instruments for interim reporting periods. FSP FAS
No. 107 and APB 28-1 is effective for reporting periods ending after June 15,
2009.

In
May 2009, the FASB issued SFAS No. 165, Subsequent
Events (SFAS 165).
SFAS 165 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. In particular, SFAS 165 sets forth
the period after the balance sheet date during which management should evaluate
events or transactions that may occur for potential recognition or disclosure
in the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date, and
the disclosures that should be made about such events or transactions. SFAS 165
is effective for reporting periods ending after June 15, 2009, and should not
result in significant changes in subsequent events that an entity reports,
either through recognition or disclosure, in its financial statements. This
statement introduces the concept of financial statements being available to be
issued,and requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date, that is, whether that date represents the date the
financial statements were issued or were available to be issued.

Note 4. Convertible Notes

Convertible
notes payable at June 30, 2008 and December 31, 2007 consist of the following
(in thousands):

|                                                       |  |                |       |                  |   |     | 
|------------------------------------------------------ |  | -------------- | ----- | ---------------- | - | --- | 
|                                                       |  | June 30,
 2008 |       | December 31,2007 |  
|                                                       |  |                |       |                  |  
|Note payable
 to related party                         |  | $              | 961   |                  | $ | 961 | 
|Convertible
 notes payable due others, net of discount |  |                | 285   |                  |   |    | 
|                                                       |  |                |       |                  |   |     | 
|Total                                                  |  | $              | 1,246 |                  | $ | 961 | 
|                                                       |  |                |       |                  |   |     | 

Note
payable to related party In January 2008, the
original promissory note due to the chairman of our board of directors in the
amount of $985,000 was replaced by a second promissory note issued in the
principal amount of $961,000, bearing interest at a rate of 12% per annum, with
monthly payments of interest only of $9,606.87 due on the first day of each
month beginning February 1, 2008. The second promissory note was due on January
1, 2009. The note (principal and accrued interest) was convertible at the sole

9

---



option of the
holder into common shares at a conversion price of $1.00 per common share,
subject to customary adjustments. In November 2008, the conversion price was
changed to $0.50 per share. Obligations under the second promissory note were
collateralized by all of the tangible and intangible assets of the Company.
During the three and six months ended June 30, 2008, we recorded interest
expense of $29,000 and $58,000, respectively, related to the second promissory
note.

Convertible
notes payable due others In May and June 2008, we
issued convertible promissory notes in an aggregate amount of $1,135,000. The
notes bear interest at 6% per annum, are unsecured and are repayable on or
before October 31, 2008. The notes and related accrued interest were originally
convertible into shares of our common stock at $1.00 per share at the option of
the holder. The convertible promissory notes were issued together with warrants
to purchase 1,135,000 shares of our common stock at an original exercise price
of $1.05 per share, exercisable for three years. The terms of the convertible
notes and warrants provide that the conversion price of the notes and the
exercise price of the warrants will be reduced in the event of subsequent
financings at an effective price per share less than the conversion or exercise
price, subject to certain exceptions. The convertible notes when issued
included a beneficial conversion feature because they allowed the holders to
acquire common shares of the company at an effective conversion price that was
less than their fair value per share of our common stock of $2.05 on May 15,
2008 and of $1.51 on June 9, 2008. The discount on the convertible notes
payable related to the allocation of value of the warrants and the beneficial
conversion feature was valued at $635,000 and $500,000 in May and June 2008
based on the effective conversion price for purposes of calculating the
beneficial conversion feature of $0.328 and $0.399, respectively. The fair
value of the warrants was computed using the Black-Scholes option pricing model
with the following assumptions: expected term of three years (contractual
term), volatility of 400% (based on historical volatility), 0% dividend rate
and interest rate of 3%. We recognized interest expense related to the
amortization of the discount of $285,000 during the three and six months ended
June 30, 2008.

Note 5. Stockholders Equity (Deficit)

Preferred
Stock Our board of directors has the authority,
without action by the stockholders, to designate and issue up to 10,000,000
shares of preferred stock in one or more series and to designate the rights,
preferences and privileges of each series, any or all of which may be greater
than the rights of our common stock. No shares of preferred stock have been
designated or issued.

Common
Stock  Holders of our common stock are entitled to
one vote for each share held of record on all matters submitted to a vote of
the holders of our common stock. Subject to the rights of the holders of any
class of our capital stock having any preference or priority over our common
stock, the holders of shares of our common stock are entitled to receive
dividends that are declared by our board of directors out of legally available
funds. In the event of our liquidation, dissolution or winding-up, the holders
of common stock are entitled to share ratably in our net assets remaining after
payment of liabilities, subject to prior rights of preferred stock, if any,
then outstanding. Our common stock has no preemptive rights, conversion rights,
redemption rights or sinking fund provisions, and there are no dividends in
arrears or default. All shares of our common stock have equal distribution,
liquidation and voting rights, and have no preferences or exchange rights.

Common
Stock Issuances  In February, March and May 2008, we
raised net proceeds of approximately $380,000 through the issuance of 304,000
units at $1.25 per unit, with each unit comprised of one share of common stock
and one three-year warrant to purchase one share of common stock at an exercise
price of $2.00 per share.

We
evaluated the warrants under the guidance set forth in EITF 00-19, Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Companys Own Stock and determined that the warrants do not contain any
provisions equivalent to net-cash settlement provisions and accordingly are
accounted for as equity.

In
connection with our 2007 private placement, we issued 88,200 shares of common
stock to our placement agent who was related to our former Chief Financial
Officer.

In
2007, we issued 200,000 shares of common stock to our former chief executive
officer (CEO) and current president for services. The shares were valued at
$150,000 based on the price of our common stock in recent stock sales.

Stock
Incentive Plans  In May 2008, our stockholders
adopted and approved our 2007 Stock Option Plan (the 2007 Plan). The 2007
Plan allowed for awards of qualified and non-qualified stock options for up to
2,000,000 shares of common stock. As of June 30, 2008, no options were granted
under the 2007 Plan.

Non-Employee
Grants  In February 2008, we issued 200,000 shares of
our common stock to Fusion Consulting for public relations services. The shares
were recorded at their fair value of $600,000 and the value was amortized on a
straight line basis during the performance period in 2008.

10

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In
May 2008, we issued 150,000 shares of our common stock to Emerging Growth
Advisors for financial advisory services. The shares were recorded at their
fair value of $188,000 and the expense was recorded to general and administrative
expense during the second quarter 2008.

In
May 2007, we issued 534,400 shares to Greenspun Media Group for future
advertising space valued at $400,000 based on the price of our common stock in
recent stock sales.

Warrants
 We issued warrants in connection with our 2008 private placements and our
convertible notes. The following summarizes warrant activity during the six
months ended June 30, 2008 (in thousands).

|                                                |  |   |       | 
|----------------------------------------------- |  | - | ----- | 
|Warrants
 outstanding, December 31, 2007        |  |   |      | 
|Warrants
 issued                                |  |   | 1,439 | 
|Warrants
 exercised                             |  |   |      | 
|Warrants
 expired                               |  |   |      | 
|                                                |  |   |       | 
|Warrants
 outstanding, June 30, 2008            |  |   | 1,439 | 
|                                                |  |   |       | 
|Weighted
 average exercise price, June 30, 2008 |  | $ | 1.25  | 
|                                                |  |   |       | 

Note 6. Related Party Transactions

As
described in Note 5, in connection with our 2007 private placement, we issued
88,200 shares of common stock to our placement agent who was related to our
former Chief Financial Officer.

As
further described in Note 4, in 2007, we borrowed $985,000 from the chairman of
our board of directors, pursuant to terms of a promissory note, subsequently
replaced in 2008 by a second promissory note in the principal amount of
$961,000.

As
described in Note 5, in 2007, we issued 200,000 shares of common stock to our
former CEO and current president for services. The shares were valued at
$150,000 based on the price of our common stock in recent stock sales.

Note 7. Income Taxes

We
continue to record a valuation allowance in the full amount of deferred tax
assets since realization of such tax benefits has not been determined by our
management to be more likely than not. At the end of each interim period, we
make our best estimate of the effective tax rate expected to be applicable for
the full fiscal year, and the rate so determined is used in providing for
income taxes on a current year-to-date basis. The difference between the
expected provision or benefit computed using the statutory tax rate and the
recorded provision or benefit of zero, is primarily due to the estimated change
in valuation allowance more likely to result due to taxable losses anticipated
for the applicable fiscal year.

Note 8. Commitments and Contingencies

Contingencies
 We are subject to various legal proceedings and claims that arise in the
ordinary course of business. Our management currently believes that resolution
of such legal matters will not have a material adverse impact on our
consolidated financial position, results of operations or cash flows.

Note 9. Restatement

Subsequent
to issuance of the June 30, 2008 condensed consolidated financial statements
(the 2008 Interim Financial Statements), our management concluded that it was
necessary to restate the 2008 Interim Financial Statements to correct for
errors. These errors included non-recognition of $300,000 of sales and
marketing expense and prepaid expense of $300,000, accounting errors relating
to $141,000 in revenue and other errors, primarily with regard to cut-off
related to cost of sales which totaled approximately $725,000. The accompanying
2008 Interim Financial Statements for the three and six months ended June 30,
2008 have been restated to give effect to correction of these and other errors
(primarily with regard to cut-off) as well as revision of classification, which
together have the result of decreasing total assets and increasing total
liabilities by approximately $255,000 and $60,000, respectively, increasing
total stockholders deficit by approximately $315,000, and increasing net loss
for the three and six months ended June 30, 2008 by approximately $812,000 and
$808,000, respectively, with an increase to net loss per share of approximately
$0.04 and $0.05 per share.

11

---



In
addition, subsequent to the issuance of the June 30, 2007 condensed
consolidated financial statements (the 2007 Interim Financial Statements),
our management concluded that it was necessary to restate the 2007 Interim
Financial Statements to correct for errors. These errors were primarily with
regard to cut-off of approximately $0.4 million in revenue for both the three
and six months ended June 30, 2007, errors, of approximately $1.2 million in
production and media expenses, and $0.1 million in write off of previously
capitalized signage costs which were determined to have no future benefit,
which together with other errors had the effect of increasing net loss for the
three and six months ended June 30, 2007 by approximately $1.5 million and $1.3
million, respectively, with an increase of $0.14 and $0.13 in net loss per
share, respectively for the three and six month periods.

Note 10. Events Subsequent to Date of Initial
Issuance of These Interim Condensed Consolidated Financial Statements

Disclosures
with respect to events occurring subsequent to the date of initial issuance of
these interim condensed consolidated financial statements in 2008 are included
in our December 31, 2008 annual consolidated financial statements included in
our December 31, 2008 Annual Report on Form 10-K (our 2008 Annual Financial
Statements) and our March 31, 2009 interim condensed consolidated financial
statements included in our March 31, 2009 Quarterly Report on Form 10-Q (our
2009 Interim Financial Statements). These interim 2008 condensed consolidated
financial statements should be read in conjunction with our 2008 Annual
Financial Statements, including, but not limited to, Note 10 - Subsequent
Events through June 8, 2009, and with our 2009 Interim Financial Statements,
including, but not limited to, Note 10 - Subsequent Events through June 15,
2009.

12

---



ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This
Amendment No. 1 to our Quarterly Report on Form 10-Q/A and the documents
incorporated herein by reference, if any, contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, an amended
(the Securities Act), and Section 21E of the Securities Exchange Act of 1934,
as amended (the Exchange Act). These forward-looking statements reflect our
current views with respect to future events or our financial performance, and
involve certain known and unknown risks, uncertainties and other factors,
including those identified below, which may cause our or our industrys actual
or future results, levels of activity, performance or achievements to differ
materially from those expressed or implied by any forward-looking statements or
from historical results. We intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements include information concerning
our possible or assumed future results of operations and statements preceded
by, followed by, or that include the words may, will, could, would,
should, believe, expect, plan, anticipate, intend,
estimate,
predict, potential or similar expressions.

Forward-looking
statements are inherently subject to risks and uncertainties, many of which we
cannot predict with accuracy and some of which we might not even anticipate.
Although we believe that the expectations reflected in such forward-looking
statements are based upon reasonable assumptions at the time made, we can give
no assurance that such expectations will be achieved. Future events and actual
results, financial and otherwise, may differ materially from the results
discussed in the forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements. We have no duty to update,
supplement or revise any forward-looking statements after the date of this
report or to conform them to actual results, new information, future events or
otherwise.

The
following factors, among others, could cause our or our industrys future
results to differ materially from historical results or those anticipated: (1)
the availability of additional funds to enable us to successfully pursue our
business plan; (2) the uncertainties related to the appeal and acceptance of
our proprietary method of play and our planned online products; (3) the success
or failure of our development of additional products and services; (4) our
ability to maintain, attract and integrate management personnel; (5) our
ability to secure suitable broadcast and sponsorship agreements; (6) our
ability to effectively market and sell our services to current and new
customers; (7) changes in the rules and regulations governing our business; (8)
the intensity of competition; and (9) general economic conditions. As a result
of these and other factors, we may experience material fluctuations in future
operating results on a quarterly or annual basis, which could materially and
adversely affect our business, financial condition, operating results and stock
price.

On
January 31, 2008, Innovative Consumer Products, Inc. (ICP), a public Nevada
shell corporation, acquired all of the outstanding capital stock of World
Series of Golf, Inc., a privately-held Nevada corporation (WSG-NV) engaged in
the sports entertainment industry.

The
acquisition was consummated pursuant to an Agreement and Plan of Merger, dated
January 31, 2008, whereby WSG-NV merged with and into WSG Acquisition, Inc.
(Acquisition Sub), a newly formed wholly-owned Nevada subsidiary. This
transaction is commonly referred to as a reverse acquisition in which all of
the outstanding capital stock of WSG-NV was effectively exchanged for a
controlling interest in ICP. This type of transaction is considered to be a
recapitalization rather than a business combination. Accordingly, for
accounting purposes, no goodwill or other intangible assets were recorded and
WSG-NV was considered to be the acquirer for financial reporting purposes. Our
historical financial statements for any period prior to January 31, 2008 are
those of WSG-NV. On February 1, 2008, we merged with Acquisition Sub in a short
form merger under Nevada law and changed our name to World Series of Golf,
Inc.

We
are a sports entertainment company that hosts amateur golf tournaments and
events and seeks to create branded products, games, media and entertainment
based on our proprietary golf tournament method of play which we call The
World Series of Golf. We believe our unique method of play enhances the
entertainment value of the skilled game of golf by incorporating elements of
strategy similar to those found in Texas Hold Em, a popular style of the
card game poker.

We
have held a three-day World Series of Golf tournament in Las Vegas, Nevada
during May in each of 2007, 2008 and 2009. Through our media partners, we
broadcast our tournaments on domestic and international television and via
other media outlets, as live events or as a produced series. We also sell
sponsorships for our live tournaments and television coverage. Beginning in the
second half of 2009, we plan to offer through our website, www.worldseriesofgolf.com, a multi-player, online video game based on our
unique method of play and a social network/web community where interested
players can communicate with one another.

13

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We
generate revenue primarily through sponsorship and advertising fees, brand
licensing fees and entry fees paid by the amateur players entering our tournaments.
Once we fully implement our online game strategy, management expects revenue
from subscription fees for online games and sponsorship fees to become a
material percentage of our total revenue.

Cash Position, Going Concern and Recent
Financing Activities

We
have prepared our condensed consolidated financial statements assuming that we
will continue as a going concern, which contemplates realization of assets and
the satisfaction of liabilities in the normal course of business. As of June 30,
2008, we had an accumulated deficit of approximately $9.1 million, negative
cash flows from operations and expect to incur additional losses in the future
as we continue to develop and grow our business. We have funded our losses
primarily through sales of common stock and warrants in private placements and
borrowings from related parties and other investors and revenue provided by our
sponsorships and advertising contracts, licensing arrangements and tournaments.
The further development of our business will require capital. At June 30, 2008,
we had a working capital deficit (current assets less current liabilities) of
approximately $1.1 million and approximately $122,000 in cash. Our operating
expenses will consume a material amount of our cash resources.

We
are still in the early stages of executing our business strategy. Our current
cash levels, together with the cash flows we generate from operating
activities, are not sufficient to enable us to execute our business strategy.
We require additional financing to execute our business strategy and to satisfy
our near-term working capital requirements. In the event that we cannot obtain
additional funds, on a timely basis or our operations do not generate
sufficient cash flow, we may be forced to curtail or cease our activities,
which would likely result in the loss to investors of all or a substantial
portion of their investment. We are actively seeking to raise additional
capital through the sale of shares of our capital stock to institutional investors
and through strategic investments. If management deems necessary, we might also
seek additional loans from related parties. However, there can be no assurance
that we will be able to consummate any of these transactions, or that these
transactions will be consummated on a timely basis or on terms favorable to us.

Discussion of Cash Flows

We
used cash of approximately $1.6 million in our operating activities in the
first half of 2008, compared to $2.2 million in the first half of 2007. Cash
used in operating activities relates primarily to funding net losses and the
change in prepaid and other assets and accounts receivable, partially offset by
the change in accounts payable and other current liabilities, amortization of
discount on debt and share-based payments of consulting and other expenses. We
expect to use cash for operating activities in the foreseeable future as we
continue our operating activities.

Our
investing activities used cash of approximately $21,000 in the first half of
2008 compared to $1,000 in the first half of 2007. Changes in cash from
investing activities are due to purchases of equipment.

Our
financing activities provided cash of approximately $1.5 million in the first
half of 2008 compared to approximately $2.1 million in the first half of 2007.
Changes in cash from financing activities are due to proceeds from issuance of
common stock and warrants and proceeds from issuance of convertible notes
payable and warrants.

Recent Financing Activities

In
May and June 2008, we issued convertible promissory notes in an aggregate
amount of $1,135,000. The notes bore interest at 6% per annum and are repayable
on or before October 31, 2008. The notes and related accrued interest were
convertible into shares of our common stock at $1.00 per share at the option of
the holder. The convertible promissory notes were issued together with warrants
with an exercise price of $1.05 per share, exercisable for three years. Terms
of the convertible notes and warrants provide that the conversion price of the
notes and the exercise price of the warrant will be reduced in the event of
subsequent financings at an effective price per share less than the conversion
or exercise price, subject to certain exceptions. In September 2008, the
conversion price of certain of the convertible notes in an aggregate principal
amount of $235,000 was reduced from $1.00 to $0.50. In addition, the conversion
price of certain of the warrants to purchase an aggregate of 235,000 shares of
common stock was reduced from $1.05 to $0.50. In December 2008, $900,000 of the
convertible notes were converted into common stock at $1.00 per share. The
remaining $235,000 convertible notes are currently in default.

In
February, March and May 2008, we raised net proceeds of approximately $380,000
through the issuance of 304,000 units at $1.25 per unit, each unit comprised of
one share of common stock and one three-year warrant to purchase one share of
common stock at an exercise price of $2.00 per share. In addition, in October
2008, we issued 120,000 shares of our common stock to a consultant in
connection with the offering.

14

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Going Concern

In
our Annual Report on Form 10-K for the year ended December 31, 2008, our
independent auditors included an explanatory paragraph in its report relating
to our consolidated financial statements for the years ended December 31, 2008
and 2007, which states that we have incurred negative cash flows from
operations since inception and have a substantial accumulated deficit. These
conditions give rise to substantial doubt about our ability to continue as a
going concern. Our ability to expand operations and generate additional revenue
and our ability to obtain additional funding will determine our ability to
continue as a going concern. Our condensed consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

Summary

We
are dependent on existing cash resources and external sources of financing to
meet our working capital needs. Current sources of liquidity are insufficient
to provide for budgeted and anticipated working capital requirements through
the third quarter of 2009. We will therefore be required to seek additional
financing to satisfy our working capital requirements. No assurances can be
given that such capital will be available to us on acceptable terms, if at all.
In addition to equity financing and strategic investments, we may seek
additional related party loans. If we are unable to obtain any such additional
financing or if such financing cannot be obtained on terms acceptable to us, we
may be required to delay or scale back our operations, including the
development of our online game, which would adversely affect our ability to
generate future revenues and may force us to curtail or cease our operating
activities.

To
attain profitable operations, managements plan is to execute its strategy of
(i) increasing the number of tournaments; (ii) leveraging the existing
tournament to generate ancillary revenue streams via Internet TV or other
venues; (iii) continuing the ongoing development of the online game; and (iv)
continuing to build sponsorship, advertising and related revenue, including
license fees related to the sale of branded merchandise. We will continue to be
dependent on outside capital to fund our operations for the foreseeable future.
Any financing we obtain may further dilute or otherwise impair the ownership
interest of our current stockholders. If we fail to generate positive cash
flows or fail to obtain additional capital when required, we could modify,
delay or abandon some or all of our plans. These factors, among others, raise
substantial doubt about our ability to continue as a going concern.

Consolidated Results of Operations

Percentage
comparisons have been omitted within the following table where they are not
considered meaningful. All amounts, except amounts expressed as a percentage,
are presented in thousands in the following table.

|                             |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |       |   |    |   
|---------------------------- |  | ---------------------------- | ------ | ---------------- | - | -------------------------- | - | ------ | ---- | ---------------- | --- | ---------------- |  | - | ------ | - | - | ------ | - | - | ----- | - | -- | --
|                             |  | Three Months Ended
 June 30, |        | Change           |   | Six Months Ended
 June 30, |   | Change
|                             |  |                              |        |                  |   |                            |   |       
|                             |  | 2008
 (RESTATED)             |        | 2007
 (RESTATED) |   | $                          |   | %      |      | 2008
 (RESTATED) |     | 2007
 (RESTATED) |  | $ |        | %
|                             |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |  
|Revenue                      |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |       |   |    |   
|Sponsorship and
 advertising |  | $                            | 864    |                  | $ | 783                        |   | $      | 81   |                  | 10  | %                |  | $ | 864    |   | $ | 783    |   | $ | 81    |   | 10 | % 
|Licensing                    |  |                              | 200    |                  |   |                           |   |        | 200  |                  |     |                  |  |   | 797    |   |   |       |   |   | 797   |   |    |   
|Player entry fees            |  |                              | 543    |                  |   | 261                        |   |        | 282  |                  |     |                  |  |   | 543    |   |   | 261    |   |   | 282   |   |    |   
|                             |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |       |   |    |   
|Total revenue                |  |                              | 1,607  |                  |   | 1,044                      |   |        | 563  |                  | 54  | %                |  |   | 2,204  |   |   | 1,044  |   |   | 1,160 |   |    |   
|                             |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |       |   |    |   
|Operating expenses           |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |       |   |    |   
|Cost of revenue              |  |                              | 2,639  |                  |   | 2,880                      |   |        | (241 | )                | (8  | )%               |  |   | 2,671  |   |   | 2,942  |   |   | (271  | ) | (9 | )%
|Sales and marketing          |  |                              | 612    |                  |   | 182                        |   |        | 430  |                  |     |                  |  |   | 916    |   |   | 444    |   |   | 472   |   |    |   
|General and administrative   |  |                              | 577    |                  |   | 226                        |   |        | 351  |                  |     |                  |  |   | 1,045  |   |   | 438    |   |   | 607   |   |    |   
|                             |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |       |   |    |   
|Total operating expenses     |  |                              | 3,828  |                  |   | 3,288                      |   |        | 540  |                  | 16  | %                |  |   | 4,632  |   |   | 3,824  |   |   | 808   |   | 21 | % 
|Interest expense             |  |                              | (320   | )                |   | (23                        | ) |        | (297 | )                |     |                  |  |   | (349   | ) |   | (23    | ) |   | (326  | ) |    |   
|                             |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |       |   |    |   
|Net loss                     |  | $                            | (2,541 | )                | $ | (2,267                     | ) | $      | (274 | )                | (12 | )%               |  | $ | (2,777 | ) | $ | (2,803 | ) | $ | 26    |   | 1  | % 
|                             |  |                              |        |                  |   |                            |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |       |   |    |   

15

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Comparison of the Three and Six Months
Ended June 30, 2008 to the Three and Six Months Ended June 30, 2007

Restatement. Subsequent to issuance of the
June 30, 2008 condensed consolidated
financial statements (the 2008 Interim Financial Statements), our management
concluded that it was necessary to restate the 2008 Interim Financial
Statements to correct for errors. These errors included non-recognition of
$300,000 of sales and marketing expense and prepaid expense of $300,000,
accounting errors relating to $141,000 in revenue and other errors, primarily
with regard to cut-off, related to cost of sales which totaled approximately
$725,000. The accompanying 2008 Interim Financial Statements for the three and
six months ended June 30, 2008 have been restated to give effect to correction
of these and other errors (primarily with regard to cut-off) as well as
revision of classification, which together have the result of increasing total
assets and total liabilities by approximately $255,000 and $60,000,
respectively, increasing total stockholders deficit by approximately $315,000,
and increasing net loss for the three and six months ended June 30, 2008 by
approximately $812,000 and $808,000, respectively, with an increase to net loss
per share of approximately $0.04 and $0.05 per share.

In
addition, subsequent to the issuance of the June 30, 2007 condensed
consolidated financial statements (the 2007 Interim Financial Statements),
our management concluded that it was necessary to restate the 2007 Interim
Financial Statements to correct for errors. These errors were primarily with
regard to cut-off of approximately $0.4 million in revenue for both the three
and six months ended June 30, 2007, errors in cutoff of approximately $1.2
million in production and media expenses, and $0.1 million in write off of
previously capitalized signage costs which were determined to have no future
benefit, which together with other errors had the effect of increasing net loss
for the three and six months ended June 30, 2007 by approximately $1.5 million
and $1.3 million, respectively, with an increase of $0.14 and $0.13 in net loss
per share, respectively for the three and six month periods.

Revenue. We generate revenue primarily
through a
combination of (i) the sale of sponsorships and advertising in connection with
our tournaments, (ii) the license of our proprietary marks/brands, and (iii)
entry fees paid by the players entering our golf tournaments. During 2008, a
significant portion of our revenue was derived from a small number of
customers, as follows (as a percentage of total revenue):

|                                 |  |                    |     |                  |  |      |   |      |     |   |  |     |  
|-------------------------------- |  | ------------------ | --- | ---------------- |  | ---- | - | ---- | --- | - |  | --- | -
|                                 |  | Three Months Ended |     | Six Months Ended | 
|                                 |  |                    |     |                  | 
|                                 |  | June 30,           |     | June 30,         | 
|                                 |  |                    |     |                  | 
|                                 |  | 2008               |     | 2007             |  | 2008 |   | 2007 |    
|                                 |  |                    |     |                  |  |      |   |      |    
|Custom Group, Ltd.               |  |                    | 12  | %                |  | 0    | % |      | 36  | % |  | 0   | %
|Pocket Kings, Ltd.               |  |                    | 18  | %                |  | 0    | % |      | 13  | % |  | 0   | %
|The Mirage Casino Hotel          |  |                    | 28  | %                |  | 39   | % |      | 21  | % |  | 39  | %
|Revlon Consumer Corp.s
 Mitchum |  |                    | 0   | %                |  | 18   | % |      | 0   | % |  | 18  | %
|Blue Ocean Worldwide             |  |                    | 0   | %                |  | 13   | % |      | 0   | % |  | 13  | %
|Other                            |  |                    | 42  | %                |  | 30   | % |      | 30  | % |  | 30  | %
|                                 |  |                    |     |                  |  |      |   |      |     |   |  |     |  
|                                 |  |                    | 100 | %                |  | 100  | % |      | 100 | % |  | 100 | %
|                                 |  |                    |     |                  |  |      |   |      |     |   |  |     |  

In
2008 and 2007, approximately 70% and 100%, respectively, of our annual revenue
was earned in the second quarter of the year due to the fact that we hold our
tournament during the month of May.

Sponsorship
and advertising revenue.
Sponsorship and advertising revenue is comprised of in-kind barter and trade
revenue and advertising revenue from our sponsors. We record barter and in-kind
revenue at gross, and record the related sponsorship expenses to cost of sales
when used. Revenue from our sponsorship partners increased in the three and six
months ended June 30, 2008 compared to the three and six months ended June 30,
2007.

Sponsorship
and advertising revenue was primarily comprised of our contracts with The
Mirage Casino and Hotel (the Mirage) and Pocket Kings, Ltd. During the three
and six months ended June 30, 2008, we recognized revenue of approximately

16

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$454,000 related to our sponsorship and advertising package with
The Mirage and $295,000 related to our contract with Pocket Kings, Ltd.
Sponsorship and advertising revenue in the three and six months ended June 30,
2007 primarily represented the fair value of our sponsorship and advertising
package with The Mirage, which we recorded at $405,000, $188,000 for our
sponsorship package with Mitchum (through Van Wagner, a sales agent), and
$134,000 in additional barter revenue recorded in trade for vendor credits.

Licensing
revenue. During the
first half of 2008, we recorded revenue related to our licensing contract with
the Custom Group. There was no licensing revenue recorded during 2007.

Player
entry fees revenue.
Player entry fees revenue is comprised of the tournament entry fees paid by the
amateur players in our live events, which were $10,000 per player for our 2007
and 2008 events. We record player entry fees revenue on a net basis, in that we
do not record gifted or sponsored buy-ins to player entry fees revenue with an
offset to expense. Revenue from player entry fees increased in the three and
six months ended June 30, 2008 compared to the three and six months ended June
30, 2007. In 2008, we had 80 playing positions, with 54 players paying the full
entry fee and 23 sponsored players. In 2007, the year in which we held our
inaugural event, we had 60 players, with 26 players paying the full entry fee
and 28 sponsored players.

Cost
of revenue. Cost
of revenue primarily consists of barter transactions, player payout (tournament
prizes), media production costs and other event costs. Cost of revenue
decreased slightly in the three and six months ended June 30, 2008 compared to
the three and six months ended June 30, 2007. Our inaugural event was held in
2007, which resulted in costs being higher for the tournament.

Sales
and marketing.
Sales and marketing expense consists primarily of consulting, public relations,
sales materials and advertising. Sales and marketing increased in the three and
six months ended June 30, 2008 compared to the three and six months ended June
30, 2007 resulting primarily from the inclusion in the three and six months
ended June 30, 2008 of $150,000 and $300,000, respectively, of fair value of
shares of our common stock issued to a consulting group which provided public
relations and promotional services. This was offset by higher sales and
marketing expenses in 2007 related to promotional activities related to the
inaugural event.

General
and administrative.
General and administrative expense consists primarily of salaries and other
personnel-related expenses to support our tournament operations, non-cash
stock-based compensation for general and administrative personnel, professional
fees, such as accounting and legal, corporate insurance and facilities costs.
The significant increase in general and administrative expenses in the three
and six months ended June 30, 2008 compared to the three and six months ended
June 30, 2007 resulted primarily from an overall increase in 2008 as compared
to 2007 in consulting fees and salaries paid to administrative personnel in
support of tournament operations.

Interest
Expense. In 2007,
we borrowed a total of $985,000 pursuant to a promissory note with the chairman
of our board of directors. The note bore interest at a rate of 12% per annum
and matured on November 9, 2007. An origination fee of $10,000 was recorded as
debt discount and amortized over the life of the debt, and 197,000 shares of
common stock were also issued as an origination fee and recorded at their fair
value of $1.00 per share as determined by our board of directors after taking
into account recent stock sales and amortized to interest expense during 2007.

In
January 2008, the note was replaced by a second promissory note in the principal
amount of $961,000, bearing interest at a rate of 12% per annum. This new note
was due on January 1, 2009. During the three and six months ended June 30,
2008, we recorded interest expense of approximately $29,000 and $58,000 related
to this note.

In
addition, in the second quarter of 2008, we borrowed an aggregate of $1,135,000
pursuant to convertible promissory notes, bearing interest at 6% per annum,
with a discount of $1.1 million that was recorded and is being amortized to
interest expense during 2008. We recognized interest expense related to the
amortization of the discount of $285,000 during the three and six months ended
June 30, 2008.

Off-Balance Sheet Arrangements

As
of June 30, 2008, we did not have any off-balance sheet arrangements, as
defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

ITEM 4T. CONTROLS AND PROCEDURES.

(a)
Disclosure Controls and Procedures. As described above in the Explanatory
Note to this Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 2008 and Note 9 to our unaudited consolidated financial
statements,

17

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our management determined it
was necessary to restate our unaudited interim financial statements as of and
for the three and six months ended June 30, 2008 and 2007.

As
stated in our Quarterly Report on Form 10-Q for the period ended June 30, 2008
as originally filed, our management evaluated, under the supervision and with
the participation of our then Chief Executive Officer/Chief Financial Officer
(CEO/CFO), the effectiveness of our disclosure controls and procedures as of
June 30, 2008. Based on that initial evaluation, our then CEO/CFO concluded
that, as of June 30, 2008, our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), were
effective.

Subsequent
to that evaluation and in connection with the restatement and filing of this
Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended
June 30, 2008, our management, under the supervision and with the participation
of our current CEO/CFO, reevaluated the effectiveness of our disclosure
controls and procedures and concluded that our disclosure controls and
procedures were not effective as of June 30, 2008 in light of the need for the
restatements reported herein. Under Item 9A(T) of our Annual Report on Form
10-K for the year ended December 31, 2008 (the Annual Report), we described
the remediation efforts we are undertaking in order to correct the deficiencies
in our disclosure controls.

(b)
Internal Control over Financial Reporting. There were no changes in our
internal controls over financial reporting or in other factors during the
fiscal quarter ended June 30, 2008 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting. As
previously reported in Item 9A(T) of the Annual Report, we still had numerous
material weaknesses in our internal control over financial reporting as of
December 31, 2008. In the Annual Report we described the remediation efforts we
have begun to undertake in order to correct such material weaknesses.

PART II  OTHER INFORMATION

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

The
following sets forth certain information for all securities we sold during the
quarter ended June 30, 2008 without registration under the Securities Act of
1933, as amended (the Securities Act), other than those sales previously
reported in a Current Report on Form 8-K:

In
May and June 2008, we issued convertible promissory notes to six investors in
an aggregate principal amount of $1,135,000. These notes were convertible into
shares of common stock at a conversion price of $1.00 per share. The
convertible notes provide that the conversion price of the notes will be
reduced in the event of subsequent financings at an effective price per share
less than the conversion price of the convertible notes, subject to certain
exceptions. The convertible promissory notes were issued together with warrants
to purchase an aggregate of 1,135,000 shares of common stock at an exercise
price of $1.05 per share. Copies of the form of Convertible Promissory Note and
form of Warrant issued to the investors are filed as Exhibits 10.5 and 10.6,
respectively, to our Annual Report on Form 10-K for the year ended December 31,
2008. This offering was exempt from registration provided by Rule 506
promulgated under the Securities Act, and each of the investors was an
accredited investor as defined in Rule 501promulgated under the Securities
Act.

In
May 2008, we issued 150,000 shares of our common stock to a financial
consultant in payment of services rendered. This transaction was exempt from
registration provided by Section 4(2) of the Securities Act.

ITEM 6. EXHIBITS

The
exhibits required by this item are listed on the Exhibit Index attached hereto.

18

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SIGNATURES

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

|                      |                            |                                                   
|--------------------- | -------------------------- | --------------------------------------------------
|Dated: August 5, 2009 | WORLD SERIES OF GOLF, INC.
|                      |                            |                                                   
|                      | By:                        | /s/ Joseph F. Martinez                            
|                      |                            |                                                   
|                      |                            | Joseph F. Martinez                                
|                      |                            | Chief Executive Officer,
 Chief Financial Officer,
|                      |                            | and Principal Accounting
 Officer                 

19

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EXHIBIT INDEX

|            |  |                                                                                                                                       | 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit No. |  | Description
 of Exhibit                                                                                                               | 
|            |  |                                                                                                                                       | 
|            |  |                                                                                                                                       | 
|31.1        |  | Certification of our Chief
 Executive Officer and Chief Financial Officer pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002.
|            |  |                                                                                                                                       | 
|32.1        |  | Certification of our Chief
 Executive Officer and Chief Financial Officer pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.

20

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