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

AMENDMENT NO. 1 
TO 
FORM 10-QSB 
ON 
FORM 10-Q/A

|                                               |                                                                                          
|---------------------------------------------- | -----------------------------------------------------------------------------------------
|(Mark One)                                    
|                                               |                                                                                          
|x                                              | QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                               |                                                                                          
|For the quarterly period
 ended March 31, 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 April 18, 2008, 21,623,999 shares of the registrants common stock were
outstanding.

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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 March 31,
 2008 (unaudited) and December 31, 2007                             |  | 2   
|           |  |                        |  |                                                                                                                           |  |     
|           |  |                        |  | Condensed Consolidated Statements of Operations
 (unaudited) for the three months ended March 31, 2008 and 2007           |  | 3   
|           |  |                        |  |                                                                                                                           |  |     
|           |  |                        |  | Condensed Consolidated Statement of Stockholders
 Equity (Deficit) (unaudited) for the three months ended March 31, 2008 |  | 4   
|           |  |                        |  |                                                                                                                           |  |     
|           |  |                        |  | Condensed Consolidated Statements of Cash Flows
 (unaudited) for the three months ended March 31, 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                                    |  | 11  
|           |  |                        |  |                                                                                                                           |  |     
|           |  | Item 4T.               |  | Controls
 and Procedures                                                                                                  |  | 14  
|           |  |                        |  |                                                                                                                           |  |     
|Part II    |  | Other
 Information     |  |                                                                                                                          
|           |  |                        |  |                                                                                                                           |  |     
|           |  | Item 2.                |  | Unregistered Sales of Equity Securities and Use of
 Proceeds                                                              |  | 15  
|           |  |                        |  |                                                                                                                           |  |     
|           |  | Item 6.                |  | Exhibits                                                                                                                  |  | 15  
|           |  |                        |  |                                                                                                                           |  |     
|Signatures |  |                        |  | 16                                                                                                                       

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Explanatory
Note Regarding Amendment

We
are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 2008 to amend our Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2008 originally filed with the U.S. Securities and
Exchange Commission on May 20, 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 March 31, 2008 and for the
three months ended March 31, 2008 and 2007, which were included in our Quarterly
Report on Form 10-QSB for the period ended March 31, 2008.

Subsequent
to issuance of the March 31, 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 $150,000 of sales and
marketing expense and $350,000 of prepaid expense relating to share-based
payments of consulting and other expenses and the correction of cut-off and
accounting entry errors regarding $155,000 in revenue. The accompanying 2008
Interim Financial Statements have been restated to give effect to correction of
these and other errors, primarily with regard to cut-off, which together have
the result of increasing total assets and total liabilities by approximately
$766,000 and $379,000, respectively, increasing total stockholders deficit by
approximately $387,000, increasing revenues by approximately $155,000 and
decreasing net loss by approximately $4,000, with no material impact on net
loss per share.

In
addition, subsequent to the issuance of the March 31, 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 expenses (previously
classified as management fees and restated to be recorded as prepaid expenses),
which together with other errors had the effect of decreasing net loss by
approximately $0.2 million, with a decrease of $0.02 in net loss per share.

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

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|                                     
|-------------------------------------
|PART I  FINANCIAL INFORMATION       
|                                     
|ITEM 1.
 FINANCIAL STATEMENTS        
|                                     
|WORLD
 SERIES OF GOLF, INC.          
|CONDENSED CONSOLIDATED BALANCE SHEETS
|(Unaudited)                          

|                                                                                                    |  |                                      |        |                               |   |        |  
|--------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | ----------------------------- | - | ------ | -
|                                                                                                    |  | March 31, 2008
 (RESTATED)           |        | December 31, 2007
 (RESTATED) |  
|                                                                                                    |  |                                      |        |                               |  
|                                                                                                    |  | (in thousands, except share amounts) |       
|ASSETS                                                                                              | 
|Current assets:                                                                                     |  |                                      |        |                               |   |        |  
|Cash                                                                                                |  | $                                    | 453    |                               | $ | 255    |  
|Prepaid expenses
 and other assets                                                                  |  |                                      | 1,021  |                               |   | 400    |  
|                                                                                                    |  |                                      |        |                               |   |        |  
|Total current
 assets                                                                               |  |                                      | 1,474  |                               |   | 655    |  
|Equipment, net                                                                                      |  |                                      | 30     |                               |   | 12     |  
|                                                                                                    |  |                                      |        |                               |   |        |  
|Total assets                                                                                        |  | $                                    | 1,504  |                               | $ | 667    |  
|                                                                                                    |  |                                      |        |                               |   |        |  
|                                                                                                    |  |                                      |        |                               |   |        |  
|LIABILITIES
 AND STOCKHOLDERS EQUITY (DEFICIT)                                                     | 
|Current
 liabilities:                                                                               |  |                                      |        |                               |   |        |  
|Accounts payable                                                                                    |  | $                                    | 281    |                               | $ | 284    |  
|Player deposits                                                                                     |  |                                      | 79     |                               |   | 52     |  
|Note payable to
 related party                                                                      |  |                                      | 961    |                               |   | 961    |  
|Other current
 liabilities                                                                          |  |                                      | 120    |                               |   |       |  
|                                                                                                    |  |                                      |        |                               |   |        |  
|Total current
 liabilities                                                                          |  |                                      | 1,441  |                               |   | 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:       |  |                                      |        |                               |   |        |  
|21,593,999 and
 14,130,000 shares issued and outstanding, respectively                              |  |                                      | 6,594  |                               |   | 5,664  |  
|Accumulated
 deficit                                                                                |  |                                      | (6,531 | )                             |   | (6,294 | )
|                                                                                                    |  |                                      |        |                               |   |        |  
|Total
 stockholders equity (deficit)                                                               |  |                                      | 63     |                               |   | (630   | )
|                                                                                                    |  |                                      |        |                               |   |        |  
|Total liabilities
 and stockholders equity (deficit)                                               |  | $                                    | 1,504  |                               | $ | 667    |  
|                                                                                                    |  |                                      |        |                               |   |        |  

See notes to
condensed consolidated financial statements

2

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

|                                                                 |  |                                                    |            |                  |   |           |  
|---------------------------------------------------------------- |  | -------------------------------------------------- | ---------- | ---------------- | - | --------- | -
|                                                                 |  | Three Months Ended
 March 31,                      |           
|                                                                 |  |                                                    |           
|                                                                 |  | 2008
 (RESTATED)                                   |            | 2007
 (RESTATED) |  
|                                                                 |  |                                                    |            |                  |  
|                                                                 |  | (in thousands, except share and per share amounts) |           
|                                                                 |  |                                                    |            |                  |   |           |  
|Licensing
 revenue                                               |  | $                                                  | 597        |                  | $ |          |  
|Operating
 expenses:                                             |  |                                                    |            |                  |   |           |  
|Cost of revenue                                                  |  |                                                    | 32         |                  |   | 62        |  
|Sales and
 marketing                                             |  |                                                    | 304        |                  |   | 262       |  
|General and
 administrative                                      |  |                                                    | 469        |                  |   | 212       |  
|                                                                 |  |                                                    |            |                  |   |           |  
|Total operating
 expenses                                        |  |                                                    | 805        |                  |   | 536       |  
|                                                                 |  |                                                    |            |                  |   |           |  
|Loss from
 operations                                            |  |                                                    | (208       | )                |   | (536      | )
|                                                                 |  |                                                    |            |                  |   |           |  
|Interest expense                                                 |  |                                                    | (29        | )                |   |          |  
|                                                                 |  |                                                    |            |                  |   |           |  
|Net loss                                                         |  | $                                                  | (237       | )                | $ | (536      | )
|                                                                 |  |                                                    |            |                  |   |           |  
|Loss per common
 share  basic and diluted:                      |  |                                                    |            |                  |   |           |  
|Net loss per
 common share  basic and diluted                   |  | $                                                  | (0.01      | )                | $ | (0.06     | )
|                                                                 |  |                                                    |            |                  |   |           |  
|Shares used in
 computing net loss per share  basic and diluted |  |                                                    | 18,907,670 |                  |   | 8,906,960 |  
|                                                                 |  |                                                    |            |                  |   |           |  

See notes to
condensed consolidated financial statements

3

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|                                                                   
|-------------------------------------------------------------------
|WORLD
 SERIES OF GOLF, INC.                                        
|CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 (DEFICIT)
|For
 the Three Months Ended March 31, 2008                         
|(Unaudited)                                                        

|                                                     |  |                                              |            |                      |   |                                        |  |   |        |   |   |      |  
|---------------------------------------------------- |  | -------------------------------------------- | ---------- | -------------------- | - | -------------------------------------- |  | - | ------ | - | - | ---- | -
|                                                     |  | Common Stock and Additional
 Paid-In Capital |            |                      |   | Total
 Stockholders
 Equity (Deficit) | 
|                                                     |  |                                              |            | Accumulated
 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 |  |                                              | 264,000    |                      |   | 330                                    |  |   |       |   |   | 330  |  
|Common stock
 issued for services                    |  |                                              | 200,000    |                      |   | 600                                    |  |   |       |   |   | 600  |  
|Net loss                                             |  |                                              |           |                      |   |                                       |  |   | (237   | ) |   | (237 | )
|                                                     |  |                                              |            |                      |   |                                        |  |   |        |   |   |      |  
|Balance
 March 31, 2008 (RESTATED)                   |  |                                              | 21,593,999 |                      | $ | 6,594                                  |  | $ | (6,531 | ) | $ | 63   |  
|                                                     |  |                                              |            |                      |   |                                        |  |   |        |   |   |      |  

See notes to
condensed consolidated financial statements

4

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

|                                                                             |  |                               |      |                  |   |      |  
|---------------------------------------------------------------------------- |  | ----------------------------- | ---- | ---------------- | - | ---- | -
|                                                                             |  | Three Months Ended
 March 31, |     
|                                                                             |  |                               |     
|                                                                             |  | 2008
 (RESTATED)              |      | 2007
 (RESTATED) |  
|                                                                             |  |                               |      |                  |  
|                                                                             |  | (In thousands)                |     
|Operating
 activities:                                                       |  |                               |      |                  |   |      |  
|Net loss                                                                     |  | $                             | (237 | )                | $ | (536 | )
|Adjustments to
 reconcile net loss to net cash used in operating activities: |  |                               |      |                  |   |      |  
|Depreciation                                                                 |  |                               | 1    |                  |   | 6    |  
|Share-based payments of
 consulting and other expenses                       |  |                               | 600  |                  |   | 173  |  
|Changes in
 assets and liabilities:                                          |  |                               |      |                  |   |      |  
|Prepaid expenses and
 other assets                                           |  |                               | (621 | )                |   | (436 | )
|Accounts payable                                                             |  |                               | (3   | )                |   | 231  |  
|Player deposits                                                              |  |                               | 27   |                  |   | (9   | )
|Other current
 liabilities                                                   |  |                               | 120  |                  |   | 14   |  
|                                                                             |  |                               |      |                  |   |      |  
|Net cash used in
 operating activities                                       |  |                               | (113 | )                |   | (557 | )
|                                                                             |  |                               |      |                  |   |      |  
|Investing
 activities:                                                       |  |                               |      |                  |   |      |  
|Purchases of
 equipment                                                      |  |                               | (19  | )                |   | (2   | )
|                                                                             |  |                               |      |                  |   |      |  
|Net cash used in
 investing activities                                       |  |                               | (19  | )                |   | (2   | )
|                                                                             |  |                               |      |                  |   |      |  
|Financing
 activities:                                                       |  |                               |      |                  |   |      |  
|Proceeds from
 the issuance of common shares and warrants, net               |  |                               | 330  |                  |   | 360  |  
|                                                                             |  |                               |      |                  |   |      |  
|Net cash
 provided by financing activities                                   |  |                               | 330  |                  |   | 360  |  
|                                                                             |  |                               |      |                  |   |      |  
|Net increase
 (decrease) in cash and cash equivalents                        |  |                               | 198  |                  |   | (199 | )
|Cash and cash
 equivalents  beginning of period                             |  |                               | 255  |                  |   | 299  |  
|                                                                             |  |                               |      |                  |   |      |  
|Cash and cash
 equivalents  end of period                                   |  | $                             | 453  |                  | $ | 100  |  
|                                                                             |  |                               |      |                  |   |      |  
|Supplemental
 disclosure:                                                    |  |                               |      |                  |   |      |  
|Cash paid for
 interest                                                      |  | $                             |     |                  | $ |     |  
|                                                                             |  |                               |      |                  |   |      |  

See notes to
condensed consolidated financial statements

5

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WORLD SERIES OF GOLF, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
For the three months ended March 31, 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 March
31, 2008, we had an accumulated deficit of approximately $6.5 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 March 31,
2008, we had working capital (current assets less current liabilities) of
$33,000 and $453,000 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.

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

6

---



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 period ended March 31, 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 payable, other current liabilities, 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
March 31, 2008, we have no financial assets or liabilities subject to fair
value measurement.

Concentration of Credit Risk and Significant
CustomersAll of our revenues for the three months ended March 31,
2008 were derived from the Custom Group (a licensing customer). For the three
months ended March 31, 2007, there were no revenues.

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):

|                   |  |           |       |      |  |   | 
|------------------ |  | --------- | ----- | ---- |  | - | 
|                   |  | March 31, |      
|                   |  |           |      
|                   |  | 2008      |       | 2007 | 
|                   |  |           |       |      | 
|Convertible
 notes |  |           | 961   |      |  |  | 
|Warrants           |  |           | 264   |      |  |  | 
|                   |  |           |       |      |  |   | 
|Total              |  |           | 1,225 |      |  |  | 
|                   |  |           |       |      |  |   | 

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 (EITF) 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.

7

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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.

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

8

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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 Note Payable To Related
Party

Notes
payable to related party at March 31, 2008 and December 31, 2007 consist of the
following (in thousands):

|                              |  |                 |     |                    |   |     | 
|----------------------------- |  | --------------- | --- | ------------------ | - | --- | 
|                              |  | March 31,
 2008 |     | December 31,
 2007 |  
|                              |  |                 |     |                    |  
|Note payable to related party |  | $               | 961 |                    | $ | 961 | 
|                              |  |                 |     |                    |   |     | 
|Total                         |  | $               | 961 |                    | $ | 961 | 
|                              |  |                 |     |                    |   |     | 

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 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 months ended March 31, 2008, we
recorded interest expense of $29,000 related to the second promissory note.

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 and
March 2008, we raised net proceeds of approximately $330,000 through the
issuance of 264,000 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.

9

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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
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.

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.

Warrants
 We issued warrants in connection with our 2008 private placement. The
following summarizes warrant activity during the three months ended March 31,
2008 (in thousands).

|                                                 |  |   |      | 
|------------------------------------------------ |  | - | ---- | 
|Warrants outstanding, December 31, 2007          |  |   |     | 
|Warrants issued                                  |  |   | 264  | 
|Warrants exercised                               |  |   |     | 
|Warrants expired                                 |  |   |     | 
|                                                 |  |   |      | 
|Warrants outstanding, March 31, 2008             |  |   | 264  | 
|                                                 |  |   |      | 
|Weighted average exercise price, March 31,
 2008 |  | $ | 2.00 | 
|                                                 |  |   |      | 

Note 6. Related Party Transactions

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 March 31, 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 $150,000 of sales and marketing expense and $350,000 of
prepaid expense relating to share-based payments of consulting and other
expenses and the correction of cut-off and accounting entry errors regarding
$155,000 in revenue. The accompanying 2008 Interim Financial Statements have
been restated to give effect to correction of these and other errors, primarily
with regard to cut-off, which together have the result of increasing total
assets and total liabilities by approximately $766,000 and $379,000,
respectively, increasing total stockholders deficit by approximately $387,000,
increasing revenues by approximately $155,000 and decreasing net loss by
approximately $4,000, with no impact on net loss per share.

10

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In
addition, subsequent to the issuance of the March 31, 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 expenses (previously
classified as management fees and currently recorded as prepaid expenses),
which together with other errors had the effect of decreasing net loss by
approximately $0.2 million, with a decrease of $0.02 in net loss per share.

Note 10. Subsequent Events

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.

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

Disclosure Regarding Forward-Looking
Statements

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

11

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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.

We
generate revenue primarily through sponsorship and advertising fees, brand
licensing fees and entry fees paid by the amateur players entering our
tournaments. For the three months ended March 31, 2008, 100% of our revenue was
derived from our licensing contract with the Custom Group. There was no revenue
for the three months ended March 31, 2007. 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 March
31, 2008, we had an accumulated deficit of approximately $6.5 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 March 31,
2008, we had working capital (current assets less current liabilities) of
$33,000 and $453,000 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 $113,000 in our operating activities in the first
quarter of 2008, compared to $557,000 in the first quarter of 2007. Cash used
in operating activities relates primarily to funding net losses and the change
in prepaid and other assets, partially offset by non-cash stock-based compensation
related to 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 $19,000 in the first quarter of
2008 compared to $2,000 in the first quarter of 2007. Changes in cash from
investing activities are due to purchases of equipment.

Our
financing activities provided cash of approximately $330,000 in the first
quarter of 2008 compared to approximately $360,000 in the first quarter of
2007. Changes in cash from financing activities are due to proceeds from
issuance of common stock and warrants.

12

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Recent Financing Activities

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, we issued
120,000 shares of our common stock to a consultant in connection with the
offering.

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 recurring 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. 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
 March 31, |      | Change           |  
| |                            |  |                               |      |                  |  
| |                            |  | 2008
 (RESTATED)              |      | 2007
 (RESTATED) |   | $    |   | % |    
| |                            |  |                               |      |                  |   |      |   |   |    
| | Licensing revenue          |  | $                             | 597  |                  |   |     |   |   | 597 |   |       | 
| | Operating expenses         |  |                               |      |                  |   |      |   |   |     |   |       | 
| | Cost of revenue            |  |                               | 32   |                  |   | 62   |   |   | (30 | ) | (48)% | 
| | Sales and marketing        |  |                               | 304  |                  |   | 262  |   |   | 42  |   | 16%   | 
| | General and administrative |  |                               | 469  |                  |   | 212  |   |   | 257 |   |       | 
| |                            |  |                               |      |                  |   |      |   |   |     |   |       | 
| | Total operating expenses   |  |                               | 805  |                  |   | 536  |   |   | 269 |   | 50%   | 
| | Loss from operations       |  |                               | (208 | )                |   | (536 | ) |   | 328 |   | 61%   | 
| | Interest expense           |  |                               | (29  | )                |   |     |   |   | (29 | ) |       | 
| |                            |  |                               |      |                  |   |      |   |   |     |   |       | 
| | Net loss                   |  | $                             | (237 | )                | $ | (536 | ) | $ | 299 |   | 56%   | 
| |                            |  |                               |      |                  |   |      |   |   |     |   |       | 

Comparison of the
Three Months Ended March 31, 2008 to the Three Months Ended March 31, 2007

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Restatement.
Subsequent to issuance of the
March 31, 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 $150,000 of sales and marketing expense and
$350,000 of prepaid expense relating to share-based payments of consulting and
other expenses and the correction of cut-off and accounting entry errors
regarding $155,000 in revenue. The accompanying 2008 Interim Financial
Statements have been restated to give effect to correction of these and other
errors, primarily with regard to cut-off, which together have the result of
increasing total assets and total liabilities by approximately $766,000 and
$379,000, respectively, increasing total stockholders deficit by approximately
$387,000, increasing revenues by approximately $155,000 and decreasing net loss
by approximately $4,000, with no impact on net loss per share.

In
addition, subsequent to the issuance of the March 31, 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 expenses (previously
classified as management fees and currently recorded as prepaid expenses),
which together with other errors had the effect of decreasing net loss by
approximately $0.2 million, with a decrease of $0.02 in net loss per share.

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. In the three months
ended March 31, 2008, the Custom Group (a licensing customer), accounted for
100% of total revenue. In the second quarter of 2009, we terminated this
contract due to the Custom Groups default. There was no revenue recognized
during the three months ended March 31, 2007. In 2008 and 2007, 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.

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 months
ended March 31, 2008 compared to the three months ended March 31, 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 slightly in the three months ended
March 31, 2008 compared to the three months ended March 31, 2007 resulting
primarily from the inclusion in 2008 of $150,000 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 months ended March 31, 2008
compared to the three months ended March 31, 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 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 in the principal amount of $961,000,
bearing interest at a rate of 12% per annum. During the three months ended
March 31, 2008, we recorded interest expense of approximately $29,000 related
to this note.

Off-Balance Sheet Arrangements

As
of March 31, 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 March 31, 2008 and Note 9 to our unaudited consolidated financial
statements, our management determined it was necessary to restate our unaudited
interim financial statements as of and for the three months ended March 31,
2008 and 2007.

As
stated in our Quarterly Report on Form 10-QSB for the period ended March 31,
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),

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the
effectiveness of our disclosure controls and procedures as of March 31, 2008.
Based on that initial evaluation, our then CEO/CFO concluded that, as of March
31, 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 to our Quarterly Report on Form 10-Q/A for the quarter ended March
31, 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 March 31, 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 March 31, 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 March 31, 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
February 2008, we issued 200,000 shares of our common stock to a public
relations firm as payment for services rendered pursuant to a consulting
agreement. 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.

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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                 

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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.

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