UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the
quarterly period ended March 31, 2010

or

oTRANSITION 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 xNo 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 oNo x

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
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 oNo x

As
of May 18, 2010, 22,151,561 shares of the registrants common stock were outstanding.

---



WORLD SERIES OF GOLF, INC.

FORM 10-Q

INDEX

|           |                       |                                                                                                                            |  |     
|---------- | --------------------- | -------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |                       |                                                                                                                            |  | Page
|           |                       |                                                                                                                            |  |     
|Part I     | Financial Information |                                                                                                                            | 
|           |                       |                                                                                                                            | 
|           | Item 1.               | Unaudited Financial Statements:                                                                                            |  |     
|           |                       |                                                                                                                            |  |     
|           |                       | Condensed
 Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31,
 2009                             |  |     
|           |                       |                                                                                                                            |  |     
|           |                       | Condensed
 Consolidated Statements of Operations (unaudited) for the three months ended
 March 31, 2010 and 2009           |  |     
|           |                       |                                                                                                                            |  |     
|           |                       | Condensed
 Consolidated Statement of Stockholders Equity (Deficit) (unaudited) for the
 three months ended March 31, 2010 |  |     
|           |                       |                                                                                                                            |  |     
|           |                       | Condensed
 Consolidated Statements of Cash Flows (unaudited) for the three months ended
 March 31, 2010 and 2009           |  |     
|           |                       |                                                                                                                            |  |     
|           |                       | Notes to
 Condensed Consolidated Financial Statements (unaudited)                                                          |  |     
|           |                       |                                                                                                                            |  |     
|           | Item 2.               | Managements
 Discussion and Analysis of Financial Condition and Results of Operations                                     |  |     
|           |                       |                                                                                                                            |  |     
|           | Item 4T.              | Controls and Procedures                                                                                                    |  |     
|           |                       |                                                                                                                            |  |     
|Part II    | Other Information     |                                                                                                                            | 
|           |                       |                                                                                                                            | 
|           | Item 1.               | Legal Proceedings                                                                                                          |  |     
|           |                       |                                                                                                                            |  |     
|           | Item 2.               | Unregistered
 Sales of Equity Securities and Use of Proceeds                                                               |  |     
|           |                       |                                                                                                                            |  |     
|           | Item 3.               | Defaults Upon Senior Securities                                                                                            |  |     
|           |                       |                                                                                                                            |  |     
|           | Item 4.               | Submission of Matters to a Vote of Security Holders                                                                        |  |     
|           |                       |                                                                                                                            |  |     
|           | Item 5.               | Other Information                                                                                                          |  |     
|           |                       |                                                                                                                            |  |     
|           | Item 6.               | Exhibits                                                                                                                   |  |     
|           |                       |                                                                                                                            |  |     
|Signatures |                       |                                                                                                                           

---



PART I 
FINANCIAL INFORMATION

ITEM 1. FINANCIAL
STATEMENTS

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

|                                                                                                   |  |                                      |         |                   |   |         |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | ----------------- | - | ------- | -
|                                                                                                   |  | March 31, 2010                       |         | December 31, 2009 |  
|                                                                                                   |  |                                      |         |                   |  
|                                                                                                   |  | (in thousands, except share amounts) |        
|ASSETS                                                                                            
|Current
 assets:                                                                                   |  |                                      |         |                   |   |         |  
|Cash                                                                                               |  | $                                    | 12      |                   | $ | 1       |  
|Prepaid expenses and other assets                                                                  |  |                                      | 204     |                   |   | 217     |  
|                                                                                                   |  |                                      |         |                   |   |         |  
|Total current assets                                                                               |  |                                      | 216     |                   |   | 218     |  
|Equipment,
 net of accumulated depreciation of $20 and $18, respectively                           |  |                                      | 21      |                   |   | 22      |  
|                                                                                                   |  |                                      |         |                   |   |         |  
|Total assets                                                                                       |  | $                                    | 237     |                   | $ | 240     |  
|                                                                                                   |  |                                      |         |                   |   |         |  
|                                                                                                   |  |                                      |         |                   |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY
 (DEFICIT)                                                   
|Current
 liabilities:                                                                              |  |                                      |         |                   |   |         |  
|Accounts payable                                                                                   |  | $                                    | 1,108   |                   | $ | 1,080   |  
|Unearned revenue and player deposits                                                               |  |                                      | 12      |                   |   | 37      |  
|Convertible note and interest payable to
 related party                                            |  |                                      | 2,184   |                   |   | 1,234   |  
|Convertible notes payable                                                                          |  |                                      | 235     |                   |   | 235     |  
|Advance from Green Life, Inc.                                                                      |  |                                      | 50      |                   |   |        |  
|Derivative liability for price adjustable
 warrants                                                |  |                                      | 9       |                   |   | 10      |  
|Due to related parties                                                                             |  |                                      | 520     |                   |   | 1,285   |  
|Other current liabilities                                                                          |  |                                      | 466     |                   |   | 467     |  
|                                                                                                   |  |                                      |         |                   |   |         |  
|Total current liabilities                                                                          |  |                                      | 4,584   |                   |   | 4,348   |  
|                                                                                                   |  |                                      |         |                   |   |         |  
|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:      |  |                                      |         |                   |   |         |  
|22,151,561 shares issued and outstanding                                                           |  |                                      | 9,030   |                   |   | 9,018   |  
|Accumulated deficit                                                                                |  |                                      | (13,377 | )                 |   | (13,126 | )
|                                                                                                   |  |                                      |         |                   |   |         |  
|Total stockholders equity (deficit)                                                               |  |                                      | (4,347  | )                 |   | (4,108  | )
|                                                                                                   |  |                                      |         |                   |   |         |  
|Total liabilities and stockholders equity (deficit)                                               |  | $                                    | 237     |                   | $ | 240     |  
|                                                                                                   |  |                                      |         |                   |   |         |  

See notes to condensed consolidated financial statements

---



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

|                                                                                              |  |                                                  |            |      |   |            |  
|--------------------------------------------------------------------------------------------- |  | ------------------------------------------------ | ---------- | ---- | - | ---------- | -
|                                                                                              |  | Three Months Ended
 March 31,                    |           
|                                                                                              |  |                                                  |           
|                                                                                              |  | 2010                                             |            | 2009 |  
|                                                                                              |  |                                                  |            |      |  
|                                                                                              |  | (in thousands, except share
 and per share data) |           
|Revenue:                                                                                      |  |                                                  |            |      |   |            |  
|Sponsorship and advertising                                                                   |  | $                                                | 25         |      | $ |           |  
|Licensing                                                                                     |  |                                                  |           |      |   |           |  
|Player entry fees                                                                             |  |                                                  |           |      |   |           |  
|                                                                                              |  |                                                  |            |      |   |            |  
|Total revenue                                                                                 |  |                                                  | 25         |      |   |           |  
|                                                                                              |  |                                                  |            |      |   |            |  
|Operating expenses:                                                                           |  |                                                  |            |      |   |            |  
|Cost of revenue                                                                               |  |                                                  |           |      |   | 23         |  
|Sales and marketing                                                                           |  |                                                  |           |      |   | 3          |  
|General and administrative                                                                    |  |                                                  | 244        |      |   | 351        |  
|                                                                                              |  |                                                  |            |      |   |            |  
|Total operating expenses                                                                      |  |                                                  | 244        |      |   | 377        |  
|                                                                                              |  |                                                  |            |      |   |            |  
|Loss from operations                                                                          |  |                                                  | (219       | )    |   | (377       | )
|                                                                                              |  |                                                  |            |      |   |            |  
|Other income (expense):                                                                       |  |                                                  |            |      |   |            |  
|Interest expense                                                                              |  |                                                  | (33        | )    |   | (114       | )
|Change in fair value of derivative
 liability for price adjustable warrants                   |  |                                                  | 1          |      |   | 91         |  
|                                                                                              |  |                                                  |            |      |   |            |  
|Total other expense                                                                           |  |                                                  | (32        | )    |   | (23        | )
|                                                                                              |  |                                                  |            |      |   |            |  
|Net loss                                                                                      |  | $                                                | (251       | )    | $ | (400       | )
|                                                                                              |  |                                                  |            |      |   |            |  
|Loss per common share  basic and diluted:                                                    |  |                                                  |            |      |   |            |  
|Net loss per common share  basic and
 diluted                                                |  | $                                                | (0.01      | )    | $ | (0.02      | )
|                                                                                              |  |                                                  |            |      |   |            |  
|Weighted average shares outstanding used in
 computing net loss per share  basic and diluted |  |                                                  | 22,151,561 |      |   | 22,803,999 |  
|                                                                                              |  |                                                  |            |      |   |            |  

See notes to condensed consolidated financial
statements

---



WORLD SERIES OF GOLF, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT)
For the Three Months Ended March 31, 2010
(Unaudited)

|                                                    |  |                                              |            |        |   |                      |  |                                        |         |   |   |        |  
|--------------------------------------------------- |  | -------------------------------------------- | ---------- | ------ | - | -------------------- |  | -------------------------------------- | ------- | - | - | ------ | -
|                                                    |  |                                              |            |        |   | Accumulated
 Deficit |  | Total
 Stockholders
 Equity (Deficit) |        
|                                                    |  | Common Stock and Additional
 Paid-In Capital |            |        |  
|                                                    |  |                                              |            |        |  
|                                                    |  | Shares                                       |            | Amount |   |                      | 
|                                                    |  |                                              |            |        |   |                      |  |                                        |        
|                                                    |  | (In thousands, except share data)            |           
|Balance December 31, 2009                           |  |                                              | 22,151,561 |        | $ | 9,018                |  | $                                      | (13,126 | ) | $ | (4,108 | )
|Compensation related to stock options and
 warrants |  |                                              |           |        |   | 12                   |  |                                        |        |   |   | 12     |  
|Net loss                                            |  |                                              |           |        |   |                     |  |                                        | (251    | ) |   | (251   | )
|                                                    |  |                                              |            |        |   |                      |  |                                        |         |   |   |        |  
|Balance March 31, 2010                              |  |                                              | 22,151,561 |        | $ | 9,030                |  | $                                      | (13,377 | ) | $ | (4,347 | )
|                                                    |  |                                              |            |        |   |                      |  |                                        |         |   |   |        |  

See notes to condensed consolidated financial
statements

---



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

|                                                                             |  |                               |      |      |   |      |  
|---------------------------------------------------------------------------- |  | ----------------------------- | ---- | ---- | - | ---- | -
|                                                                             |  | Three Months Ended
 March 31, |     
|                                                                             |  |                               |     
|                                                                             |  | 2010                          |      | 2009 |  
|                                                                             |  |                               |      |      |  
|                                                                             |  | (In thousands)                |     
|Operating activities:                                                        |  |                               |      |      |   |      |  
|Net loss                                                                     |  | $                             | (251 | )    | $ | (400 | )
|Adjustments to reconcile net loss to net
 cash used in operating activities: |  |                               |      |      |   |      |  
|Depreciation                                                                 |  |                               | 2    |      |   | 2    |  
|Share-based payments of consulting and
 other expenses                       |  |                               | 12   |      |   |     |  
|Amortization of debt discount                                                |  |                               |     |      |   | 11   |  
|Change in fair value of derivative
 liability for price adjustable warrants  |  |                               | (1   | )    |   | (91  | )
|Changes in operating assets and
 liabilities:                                |  |                               |      |      |   |      |  
|Prepaid expenses and other assets                                            |  |                               | 13   |      |   | (52  | )
|Accounts payable                                                             |  |                               | 28   |      |   | 145  |  
|Player deposits and unearned revenue                                         |  |                               | (25  | )    |   | 136  |  
|Accrued interest on related party note
 payable                              |  |                               | 29   |      |   | 103  |  
|Due to related parties                                                       |  |                               | 150  |      |   |     |  
|Other current liabilities                                                    |  |                               | (1   | )    |   | (5   | )
|                                                                             |  |                               |      |      |   |      |  
|Net cash used in operating activities                                        |  |                               | (44  | )    |   | (151 | )
|                                                                             |  |                               |      |      |   |      |  
|Investing activities:                                                        |  |                               |      |      |   |      |  
|Purchases of property and equipment                                          |  |                               | (1   | )    |   | (1   | )
|                                                                             |  |                               |      |      |   |      |  
|Net cash used in investing activities                                        |  |                               | (1   | )    |   | (1   | )
|                                                                             |  |                               |      |      |   |      |  
|Financing activities:                                                        |  |                               |      |      |   |      |  
|Advance from Green Life, Inc.                                                |  |                               | 50   |      |   |     |  
|Proceeds from advances from related parties                                  |  |                               | 6    |      |   | 110  |  
|                                                                             |  |                               |      |      |   |      |  
|Net cash provided by financing activities                                    |  |                               | 56   |      |   | 110  |  
|                                                                             |  |                               |      |      |   |      |  
|Net increase
 (decrease) in cash                                             |  |                               | 11   |      |   | (42  | )
|Cash 
 beginning of period                                                  |  |                               | 1    |      |   | 121  |  
|                                                                             |  |                               |      |      |   |      |  
|Cash  end
 of period                                                        |  | $                             | 12   |      | $ | 79   |  
|                                                                             |  |                               |      |      |   |      |  
|Supplemental
 disclosure:                                                    |  |                               |      |      |   |      |  
|Cash paid for interest                                                       |  | $                             |     |      | $ |     |  
|                                                                             |  |                               |      |      |   |      |  

See notes to condensed consolidated financial
statements

---



WORLD SERIES OF GOLF, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2010 and 2009 (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.

On
April 13, 2010, we entered into a securities purchase agreement with Green Life
Inc. (Green Life) pursuant to which Green Life agreed to purchase 2,000
shares of our Series A convertible preferred stock (Preferred Shares),
representing a controlling interest in our company, for an aggregate purchase
price of $200,000 and a convertible debenture in the principal amount of
$50,000, representing an amendment of the terms of the $50,000 advance
previously received from Green Life in March 2010. The total investment was
$250,000 and the transaction closed on April 14, 2010.

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, 2010, we had an accumulated deficit of approximately $13.4 million,
negative cash flows from operations since inception 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, 2010, we had a working capital deficit
(current assets less current liabilities) of approximately $4.4 million and
approximately $12,000 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 development of our 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 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, 2009, included in our 2009 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, 2010 are not necessarily indicative of the
results for the year ending December 31, 2010 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
consolidated 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 and other current liabilities, due to related parties and
convertible notes payable to a related party and certain investors. The fair
value of financial instruments other than due to related parties and
convertible notes payable to related party approximate the recorded value based
on the short-term nature of these financial instruments. The fair value of
convertible note and interest payable to related party and due to related
parties is presently undeterminable due to the related party nature of the
obligations.

We
currently measure and report at fair value the derivative liability for price
adjustable warrants. The following table summarizes our financial liabilities
measured at fair value on a recurring basis as of March 31, 2010 (in
thousands):

|                                                    |  |                             |   |                                                               |  |                                              |  |                                          |   |  |   |   | 
|--------------------------------------------------- |  | --------------------------- | - | ------------------------------------------------------------- |  | -------------------------------------------- |  | ---------------------------------------- | - |  | - | - | 
|                                                    |  | Balance at
 March 31,
 2010 |   | Level 1Quoted prices in
 active markets for
 identical assets |  | Level 2Significant other
 observable
 inputs |  | Level 3Significant
 unobservable
 inputs |  
|                                                    |  |                             |   |                                                               |  |                                              |  |                                          |  
|Liabilities:                                        |  |                             |   |                                                               |  |                                              |  |                                          |   |  |   |   | 
|Derivative liability for price adjustable
 warrants |  | $                           | 9 |                                                               |  |                                             |  |                                          |  |  | $ | 9 | 
|                                                    |  |                             |   |                                                               |  |                                              |  |                                          |   |  |   |   | 
|Total
 financial liabilities at fair value          |  | $                           | 9 |                                                               |  |                                             |  |                                          |  |  | $ | 9 | 
|                                                    |  |                             |   |                                                               |  |                                              |  |                                          |   |  |   |   | 

The
following table summarizes our financial liabilities measured at fair value on
a recurring basis as of December 31, 2009 (in thousands):

|                                                    |  |                                |    |                                                               |  |                                              |  |                                          |   |  |   |    | 
|--------------------------------------------------- |  | ------------------------------ | -- | ------------------------------------------------------------- |  | -------------------------------------------- |  | ---------------------------------------- | - |  | - | -- | 
|                                                    |  | Balance at
 December 31,
 2009 |    | Level 1Quoted prices in
 active markets for
 identical assets |  | Level 2Significant other
 observable
 inputs |  | Level 3Significant
 unobservable
 inputs |  
|                                                    |  |                                |    |                                                               |  |                                              |  |                                          |  
|Liabilities:                                        |  |                                |    |                                                               |  |                                              |  |                                          |   |  |   |    | 
|Derivative liability for price adjustable
 warrants |  | $                              | 10 |                                                               |  |                                             |  |                                          |  |  | $ | 10 | 
|                                                    |  |                                |    |                                                               |  |                                              |  |                                          |   |  |   |    | 
|Total
 financial liabilities at fair value          |  | $                              | 10 |                                                               |  |                                             |  |                                          |  |  | $ | 10 | 
|                                                    |  |                                |    |                                                               |  |                                              |  |                                          |   |  |   |    | 

The
following table is a roll forward for the three months ended March 31, 2010 of
the derivative liability for price adjustable warrants, as to which fair value
is determined by Level 3 inputs (in thousands):

---



|                                           |  |   |    |  
|------------------------------------------ |  | - | -- | -
|Beginning balance at
 January 1, 2010      |  | $ | 10 |  
|Change in fair value
 included in net loss |  |   | (1 | )
|                                           |  |   |    |  
|Ending balance at March 31,
 2010          |  | $ | 9  |  
|                                           |  |   |    |  

The
following table is a roll forward for the three months ended March 31, 2009 of
the derivative liability of price adjustable warrants, as to which fair value
is determined by Level 3 inputs (in thousands):

|                                           |  |   |     |  
|------------------------------------------ |  | - | --- | -
|Beginning balance at
 January 1, 2009      |  | $ | 102 |  
|Change in fair value
 included in net loss |  |   | (91 | )
|                                           |  |   |     |  
|Ending balance at March 31,
 2009          |  | $ | 11  |  
|                                           |  |   |     |  

Concentration
of Credit Risk and Significant Customers During the three months ended March 31,
2010, all of our revenue was derived from one customer, Pocket Kings Ltd.
(operator of FullTiltPoker.net). Revenues were nil for the three months ended
March 31, 2009.

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, stock options and
warrants) since such inclusion in the computation would be anti-dilutive. The
following numbers of shares have been excluded (in thousands):

|                  |  |           |        |      |  |       | 
|----------------- |  | --------- | ------ | ---- |  | ----- | 
|                  |  | March 31, |       
|                  |  |           |       
|                  |  | 2010      |        | 2009 | 
|                  |  |           |        |      | 
|Convertible notes |  |           | 48,820 |      |  | 2,770 | 
|Stock options     |  |           | 2,085  |      |  |      | 
|Warrants          |  |           | 3,429  |      |  | 2,639 | 
|                  |  |           |        |      |  |       | 
|Total             |  |           | 54,334 |      |  | 5,409 | 
|                  |  |           |        |      |  |       | 

Share-Based
PaymentsWe have
granted shares of our common stock and stock options 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 of our common stock. We use the Black-Scholes
option-pricing model as our method of valuation for share-based awards.
Share-based compensation expense is based on the value of the portion of the
stock-based award that will vest during the period, adjusted for expected
forfeitures. Our determination of the fair value of share-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, expected stock price volatility over the term of the award and
historical and projected exercise behaviors. The estimation of share-based
awards that will ultimately vest requires judgment, and to the extent actual or
updated results differ from our current estimates, such amounts will be
recorded in the period estimates are revised. We use the simplified method for
estimating expected term for all of our grants of option awards, as we do not
have sufficient historical exercise data to provide a reasonable basis upon
which to estimate expected term. Although the fair value of share-based awards
is determined in accordance with authoritative guidance, the Black-Scholes
option pricing model requires the input of highly subjective assumptions and
other reasonable assumptions could provide differing results. Non-cash
compensation expense is recognized on a straight-line basis over the applicable
vesting periods of one to three years (deemed the requisite service periods),
based on the fair value of such share-based awards on the grant date.

Recently
Issued Accounting StandardsIn October 2009, the Financial Accounting Standards Board (FASB)
issued authoritative guidance on revenue arrangements with multiple deliverables
that are outside the scope of the software revenue recognition guidance (which
does not have an impact on our accounting). Under the new guidance, when vendor
specific objective evidence or third party evidence for deliverables in an
arrangement cannot be determined, a best estimate of a selling price is
required to separate deliverables and allocate arrangement consideration using
the relative selling price method. The new guidance includes new disclosure
requirements on how the application of the relative selling price method
affects the timing and amount of revenue recognition. The adoption of this
authoritative guidance on January 1, 2010 did not have a material effect on our
condensed consolidated financial statements.

In
January 2010, the FASB issued an amendment regarding improving disclosures
about fair value measurements. This new guidance requires some new disclosures
and clarifies some existing disclosure requirements about fair value
measurement. The new

---



disclosures
and clarifications of existing disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances and settlements in the roll forward of
activity in Level 3 fair value measurements. Those disclosures are effective
for fiscal years beginning after December 15, 2010 and for interim periods
within those fiscal years. The adoption of this guidance did not have a
material impact on our condensed consolidated financial statements.

Note 4. Convertible Notes and Advance from Green Life, Inc.

Convertible
notes payable at March 31, 2010 and December 31, 2009 consist of the following
(in thousands):

|                                            |  |               |       |                  |   |       | 
|------------------------------------------- |  | ------------- | ----- | ---------------- | - | ----- | 
|                                            |  | March 31,2010 |       | December 31,2009 |  
|                                            |  |               |       |                  |  
|Convertible notes payable
 to related party |  | $             | 2,071 |                  | $ | 1,150 | 
|Convertible notes payable
 due others       |  |               | 235   |                  |   | 235   | 
|                                            |  |               |       |                  |   |       | 
|Total                                       |  | $             | 2,306 |                  | $ | 1,385 | 
|                                            |  |               |       |                  |   |       | 

Convertible
notes 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 interest-only payments 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. The
conversion price was changed to $0.50 per share in November 2008. Obligations
under the second promissory note were collateralized by all of the tangible and
intangible assets of our company.

In
February 2009, as amended May 2009, the existing obligations (principal and
accrued interest) under the second promissory note were replaced by a third
promissory note in the principal amount of $1,150,000. In connection with the
refinancing of the obligations under the second promissory note, we recorded
$78,000 in February 2009 as a financing fee. The new note is payable within
five days after the demand of the holder, and bears interest at 8% per annum.
The note is convertible at the option of the holder, and conversion is at $0.50
per share. In addition, in connection with the third promissory note, we issued
the holder warrants to purchase 1,150,000 shares of our common stock at an
exercise price of $0.50 per share through February 1, 2016. The fair value of
the warrants of $11,000 was computed using the Black-Scholes option pricing
model with the following assumptions: expected term of 6 years (contractual
term), volatility of 400% (based on historical volatility), 0% dividend rate
and interest rate of 2.3%. In the first quarter 2009, we recorded interest
expense of $11,000 to fully amortize the discount on the convertible notes
payable related to the allocation of value to the warrants.

During
the three months ended March 31, 2010 and 2009, we recorded interest expense of
approximately $23,000 and $114,000, respectively, related to our obligations
under this convertible note payable to related party. As of March 31, 2010 and
December 31, 2009, we have recorded accrued interest payable of approximately
$107,000 and $84,000 related to this convertible note payable to related party,
respectively. The obligations under the third promissory note, as amended, are
secured pursuant to a Security Agreement dated February 1, 2009 which grants to
the Slitz Family Trust (of which John Slitz, Jr., our Secretary and Chairman of
the Board serves as trustee) a security interest in substantially all of our
assets.

In
February 2010, certain advances from our chairman of the board, which totaled
$921,000, were replaced by a promissory note in the principal amount of
$921,000, with a stated interest rate of 8% per annum. The note is convertible
at the option of the holder at a conversion price of $0.02 per share. The note
is payable within five (5) days after demand by holder. If the note is not paid
upon demand, a default interest rate of 18% per annum applies. As of March 31,
2010, we have recorded accrued interest payable of approximately $6,000 related
to this convertible note payable to related party. The obligations under this
additional promissory note are secured pursuant to a Security Agreement which
grants to the Slitz Family Trust (of which John Slitz, Jr., our Secretary and
Chairman of the Board serves as trustee) a security interest in substantially
all of our assets.

In
connection with the Green Life transactions described in Note 9, Subsequent
Events, John F. Slitz, our Secretary and Chairman of the Board agreed to sell
$1,000,000 of Company indebtedness payable to him to a non-affiliate designee
of Green Life in exchange for $10,000. As of the date of this filing, the sale
has not been consummated.

Convertible
notes payable due to certain investors In May and June 2008, we issued convertible promissory notes in an aggregate
amount of $1,135,000 to certain investors. In December 2008, $900,000 of the
convertible notes were converted into common stock at $1.00 per share. The
remaining notes in principal amount of $235,000 bear interest at 6% per annum
and were

---



repayable on or before
October 31, 2008 and are currently past due. 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 to purchase 1,135,000 shares of our common stock at an original
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. 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 common share. The discount on the
convertible notes payable related to the allocation of value of the warrants
and the beneficial conversion feature was valued at $1,135,000 and was
amortized to interest expense in 2008. 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
approximately 3%.

In
September 2008, the conversion price of certain of the convertible notes in an
aggregate 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 our common stock was reduced from $1.05 to $0.50. On September 4,
2008, the fair value of the companys stock was $0.50, so the beneficial
conversion feature was not reset. Interest expense recorded related to these
notes during the three months ended March 31, 2010 and 2009 was not material.
In addition, we have recorded accrued interest of approximately $70,000 and
$66,000 related to the convertible notes, which remains unpaid, as of March 31,
2010 and December 31, 2009, respectively. On March 24, 2010, a summons and
complaint was filed against us by Walter Rausch in a matter entitled Walter
Rausch v. World Series of Golf, Inc., United States District Court,
District of Nevada, Case No: 2:10-cv-00412. Mr. Rausch, a purchaser of a
convertible note in a private placement of our notes in May 2008 alleges
damages in the amount of $93,925, representing the principal of $85,000 plus accrued
interest through March 9, 2010 of $8,925. We did not respond to the complaint
and Mr. Rausch subsequently filed a Notice to Take by Default, which seeks a
default judgment against us. We are not aware if a default judgment was entered
against us but, if so, no enforcement of the judgment has occurred. Management
is reviewing the merits of the complaint and will take appropriate action.

Advance
from Green Life, Inc. 
In March 2010, we received an advance from Green Life in the amount of $50,000
under unspecified terms. In connection with the Green Life transactions
described in Note 9, Subsequent Events, the Company and Green Life agreed to
amend their understanding with respect to the advance and provide for terms
which were substantially similar to the terms specified under the transaction
(See Note 9).

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.

Stock
Incentive Plans In
April 2009, we adopted our 2009 Equity Incentive Plan (2009 Plan), which
allows for awards of qualified and non-qualified stock options for up to
3,000,000 shares of our common stock. In August 2009, our board of directors
approved the adoption of our Amended and Restated 2009 Equity Incentive Plan
(the Amended 2009 Plan). Our board of directors amended the 2009 Plan to
increase the number of shares issuable under the 2009 Plan to 4,000,000 shares
of our common stock.

At
March 31, 2010, options to purchase up to 2,085,000 shares of our common stock
were outstanding and 1,565,000 shares were available for future grants or
awards under our Amended 2009 Plan.

Stock-based Compensation
 Certain option and share awards provide for accelerated vesting if there is a
change in control (as defined in the applicable plan and certain employment
agreements we have with key officers). During the three months ended March 31,
2010, we recorded $11,000 in stock-based compensation expense, classified as
general and administrative, related to options. There was no stock based
compensation expense related to options recognized during the three months
ended March 31, 2009.

---



There were no option grants
during the three months ended March 31, 2010 and 2009.

Stock
Options Stock
options to purchase shares of our common stock are granted under our existing
stock-based incentive plan to certain employees and consultants, at prices at
or above the fair market value on the date of grant.

Option
activity was as follows during the three months ended March 31, 2010:

|                               |  |                |       |                                    |   |                                                 |  |                             |            |  |   |   | 
|------------------------------ |  | -------------- | ----- | ---------------------------------- | - | ----------------------------------------------- |  | --------------------------- | ---------- |  | - | - | 
|                               |  | Options        |       | Weighted
 Average
 Exercise
 Price |   | Weighted
 Average
 Remaining
 Contractual
 Life |  | Aggregate
 Intrinsic
 Value |           
|                               |  |                |       |                                    |   |                                                 |  |                             |           
|                               |  | (in thousands) |       |                                    |   |                                                 |  | (in thousands)              |           
|Outstanding December 31,
 2009 |  |                | 2,085 |                                    | $ | 0.07                                            |  |                             |            |  |   |   | 
|Options granted                |  |                |      |                                    |   |                                                |  |                             |            |  |   |   | 
|Options exercised              |  |                |      |                                    |   |                                                |  |                             |            |  |   |   | 
|Options expired                |  |                |      |                                    |   |                                                |  |                             |            |  |   |   | 
|Options forfeited              |  |                |      |                                    |   |                                                |  |                             |            |  |   |   | 
|Options cancelled              |  |                |      |                                    |   |                                                |  |                             |            |  |   |   | 
|                               |  |                |       |                                    |   |                                                 |  |                             |            |  |   |   | 
|Outstanding at March 31,
 2010 |  |                | 2,085 |                                    | $ | 0.07                                            |  |                             | 9.1
 years |  | $ |  | 
|                               |  |                |       |                                    |   |                                                 |  |                             |            |  |   |   | 
|Exercisable at March 31,
 2010 |  |                | 675   |                                    | $ | 0.08                                            |  |                             | 9.1
 years |  | $ |  | 
|                               |  |                |       |                                    |   |                                                 |  |                             |            |  |   |   | 

As
of March 31, 2010, we had approximately $93,000 of total unrecognized compensation
cost related to unvested stock options. Total unrecognized compensation cost
will be adjusted for future changes in estimated forfeitures. We expect to
recognize this cost over a weighted average period of approximately two years.

The
intrinsic value of stock options outstanding and exercisable at March 31, 2010
is based on the $0.01 closing market price of our common stock on that date,
and is calculated by aggregating the difference between $0.01 and the exercise
price of each of the outstanding vested and unvested stock options which have
an exercise price less than $0.01. The total fair value of options that vested
during the three months ended March 31, 2010 was approximately $11,000. There
were no options which vested during the three months ended March 31, 2009.
There were no options exercised during the three months ended March 31, 2010
and 2009.

Warrants In connection with warrants issued together
with the convertible notes in 2008, the financial reporting (non-cash) effect
of initial adoption of the authoritative guidance related to warrants with
down-round protection resulted in a cumulative effect of change in accounting
principle of approximately $0.1 million, based on a per share price of $0.09
per share at January 1, 2009, which increased accumulated deficit and recorded
a derivative liability for price adjustable warrants. At adoption, January 1,
2009, the weighted average assumptions used in our Black-Scholes calculation
were: expected life of 2.4 years, volatility equal to 400%, risk-free rate of
3.0% and dividend rate of 0%. The derivative liability is revalued quarterly
utilizing Black-Scholes valuation model computations with the increase or
decrease in fair value being reported in the consolidated statement of
operations as other income (expense). At March 31, 2009, the weighted average
assumptions used in our Black-Scholes calculation were: expected life of 2.15
years, volatility equal to 400%, risk-free rate of 3.00% and dividend rate of
0%. During the three months ended March 31, 2009, the fair value decreased
approximately $91,000, based on a per share price of $0.01 per share at March
31, 2009, which was recorded as other income. At March 31, 2010, the weighted average assumptions used in our
Black-Scholes calculation were: expected life of 1.15 years, volatility equal
to 400%, risk free rate of .40% and a dividend rate of 0%. During the three
months ended March 31, 2010, the fair value decreased approximately $1,000,
based on a per share price of $0.01 per share at March 31, 2010, which was
recorded as other income.

The
following summarizes warrant activity during the three months ended March 31,
2010 (in thousands):

|                                                 |  |   |       | 
|------------------------------------------------ |  | - | ----- | 
|Warrants outstanding,
 December 31, 2009         |  |   | 3,429 | 
|Warrants issued                                  |  |   |      | 
|Warrants exercised                               |  |   |      | 
|Warrants expired                                 |  |   |      | 
|                                                 |  |   |       | 
|Warrants outstanding, March
 31, 2010            |  |   | 3,429 | 
|                                                 |  |   |       | 
|Weighted average exercise
 price, March 31, 2010 |  | $ | 0.77  | 
|                                                 |  |   |       | 

---



Note 6. Related Party Transactions

As
further described in Note 4, 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 and subsequently replaced in 2009 by a third promissory note in the
principal amount of $1,150,000. In February 2010, certain advances from our
chairman of the board, which totaled $921,000, were replaced by a promissory
note in the principal amount of $921,000.

In
February 2009, we entered into a three-year consulting agreement with the
chairman of our board of directors, pursuant to which we will pay him monthly
cash payments of $15,000, and, as further described in Note 5, in June 2009, we
granted warrants to purchase 540,000 shares of our common stock at an exercise
price of $0.50 per share, with warrants for 60,000 shares vested immediately
and warrants for 15,000 shares vesting in monthly installments beginning on the
first monthly anniversary of the date of the consulting agreement. The warrants
expire on February 6, 2015. Upon a change of control of our company, which
occurred on April 13, 2010 in connection with the Green Life transaction as
described in Note 9, Subsequent Events, all obligations under the consulting
agreement become immediately due and payable. The amounts due under the
consulting agreement of $180,000 as of December 31, 2009, along with advances
made to us by the chairman of our board of directors totaling $915,000 through
December 31, 2009, are included in due to related parties on the accompanying
condensed consolidated balance sheet as of December 31, 2009. As of February
12, 2010, these advances made to us by the chairman of our board of directors,
which totaled $921,000, were replaced by a promissory note in the principal
amount of $921,000, with a stated interest rate of 8% per annum. The note is
convertible at the option of the holder at a conversion price of $0.02 per
share. The note is payable within five (5) days after demand by holder. If the
note is not paid upon demand, a default interest rate of 18% per annum applies.
Amounts due under the consulting agreement of $225,000 as of March 31, 2010 are
included in due to related parties on the accompanying condensed consolidated
balance sheet as of March 31, 2010.

In
April 2009, we entered into an employment agreement with our CEO, pursuant to
which, among other things, the officer will be entitled to annual base
compensation of $240,000. As of March 31, 2010 and December 31, 2009, amounts
due under the employment agreement, which total $220,000 and $160,000,
respectively, remain unpaid and are included in due to related parties on the
accompanying condensed consolidated balance sheet. Pursuant to the terms of a
consulting agreement with Core Ventures Partners, LLC, a company owned by our
CEO, we are obligated to pay aggregate cash consulting fees of $50,000 in
consideration for the services our CEO provided to us during the period from
January 1, 2009 in his capacity as a consultant until his appointment as an
officer of our company on April 21, 2009. As of March 31, 2010 and December 31,
2009, such amounts remain unpaid. In April 2009, we also issued incentive
options under the 2009 Plan to purchase 1,000,000 shares of our common stock at
an exercise price of $0.09 per share to our CEO pursuant to his employment
agreement. The options vest in 1/36 monthly installments beginning on the first
monthly anniversary of the grant date, over a period of three years. The
options have a term of ten years. Upon a change of control of our company,
which occurred on April 13, 2010 in connection with the Green Life transaction
as described in Note 9, Subsequent Events, such options became immediately
vested.

In
October 2009, we entered into an employment agreement (the Daly Agreement)
with Mr. John Daly, pursuant to which Mr. Daly will serve as our Vice President
of Broadcast Operations for a term beginning on October 6, 2009 (the Effective
Date) and ending at any time upon termination by either party. Pursuant
to the Daly Agreement, Mr. Daly will be entitled to annual base compensation of
$180,000. Mr. Dalys base salary shall accrue monthly, on the first business
day of each calendar month, beginning on the Effective Date and payment of all
or any portion of base salary shall be deferred by the Company until
consummation of our sale of 10% convertible secured promissory notes,
convertible into shares of our common stock, par value $0.001 per share, for
aggregate proceeds of at least $5,000,000. Mr. Daly is also eligible to receive
a target annual bonus of $50,000, with the actual amount to be determined by
our board of directors. As of March 31, 2010 and December 31, 2009, amounts due
under the Daly Agreement, which total $75,000 and $30,000, respectively, remain
unpaid and are included in due to related parties on the accompanying condensed
consolidated balance sheets. In October 2009, we also issued incentive options
under the 2009 Plan to purchase up to 500,000 shares of our common stock at an
exercise price of $0.02 per share to Mr. Daly pursuant to the Daly Agreement.
The options vest in 1/36 monthly installments beginning on the first monthly
anniversary of the grant date, over a period of three years. The options have a
term of ten years. Upon a change of control of our company, which occurred on
April 13, 2010 in connection with the Green Life transaction as described in
Note 9, Subsequent Events, such options became immediately vested.

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

Operating
leases We lease
space for our corporate office in Las Vegas, Nevada on a month-to-month basis.
Our rent expense under our operating lease was not material in the three months
ended March 31, 2010 or 2009.

Consulting
Agreements  As
discussed in Note 6, in February 2009, we entered into a three-year consulting
agreement with the chairman of our board of directors, pursuant to which we
will pay him monthly cash payments of $15,000, and in June 2009, we granted
warrants to purchase 540,000 shares of our common stock at an exercise price of
$0.50 per share, with warrants for 60,000 shares vesting immediately and
warrants for 15,000 shares vesting in monthly installments beginning on the
first month anniversary of the date of the consulting agreement. The warrants
expire on February 6, 2015. Upon a change of control of our company, which
occurred on April 13, 2010 in connection with the Green Life transaction as
described in Note 9, Subsequent Events, all obligations under the consulting
agreement become immediately due and payable.

Severance
Agreement In August
2009, we entered into a severance agreement with our former President, pursuant
to which we will pay him severance of $112,500, comprised of a cash payment of
$12,500 upon completion of a financing or series of financings totaling at
least $1.0 million, additional seven monthly cash payments of $10,000 each, and
a final payment on the seventh month of $30,000, after we have consummated a
financing or series of financings of at least $2.0 million. We believe it is
reasonably possible we will pay the full $112,500, but no amounts have been
accrued as of March 31, 2010 or December 31, 2009 given the contingent nature
of the payments.

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.

WGT
 In January 2009, we,
through our wholly owned subsidiary, WSG Online, Inc., entered into a
Development, Hosting, and License Agreement (the WGT Agreement) with World
Golf Tour, Inc. (WGT). WGT is the developer of an online simulated golf game.
Pursuant to the WGT Agreement, WGT will create, host, operate and manage an
online version of the World Series of Golf game format using a modified version
of WGTs online simulated golf game (the WSGO Game). WSGO will pay WGT an
aggregate of $300,000 for its services provided pursuant to the WGT Agreement,
and the parties will share revenues generated by the WSGO Game and other
products lines related to the WSGO game, including advertising and sponsorship
of the WSGO game. The WGT Agreement has an initial term of two years from the
date of the live launch of the WSGO Game, which term will be automatically
extended for additional one year terms unless terminated by either party.

The
WGT Agreement provides that WGT will retain all right, title and interest in
and to the intellectual property rights of the online WGT game, the golf course
visuals, and any content provided by WGT, all software and technology,
derivative works, embellishments, modifications and translations thereof,
except for unique aspects, features and functionality created specifically for
the WSGO Game. We retain all right, title and interest in and to the
intellectual property rights to the World Series of Golf format, WSGO
trademarks and content, and the WSGO website URL name. Furthermore, WSGO grants
WGT a worldwide, limited, non-exclusive license to use, reproduce, adapt,
incorporate, integrate, and display the World Series of Golf format and the
WSGO trademarks in connection with the WSGO Game, and to provide links from the
WGT website to the WSGO Game. Conversely, WGT grants WSGO a worldwide, limited,
non-exclusive license to use, reproduce, display, and publicly perform the WSGO
Game visuals in advertising and in any television broadcasts of live golf
tournament events sponsored by WSGO, WGT or their affiliates. The WGT Agreement
contemplates that WGT will create a hyperlink directly from its website to the
WSGO Game. WSGO will create a hyperlink from its website to the WGT game site.
During the three months ended March 31, 2010 and 2009, there were no fees
incurred under this agreement, which has been placed on hold due to our funding
constraints.

Compass
 On October 30, 2009, we entered into a letter
agreement (the Compass Agreement) with Compass Entertainment LLC, a
diversified entertainment production company based in Las Vegas, Nevada
(Compass). Pursuant to the Compass Agreement, we granted to Compass an
exclusive, worldwide license to produce and distribute the television content
we generate from our annual World Series of Golf amateur golf tournament and
from a series of live regional or satellite amateur golf tournaments that
Compass will organize, promote and produce on our behalf. Compass is required
to secure national television broadcasting for the programming content derived
from our tournaments. Compass will pay all of the costs incurred to stage the
live satellite tournaments and all costs to produce and distribute the
television programming derived from each our tournaments. We also granted
Compass the right to represent us for ninety days, subject to an additional
ninety day extension period, in the promotion and commercialization of
previously recorded programming derived from our past annual tournaments. Under
the Compass Agreement, Compass will pay us the following amounts in
consideration of the rights granted under the agreement: (i) 30% of the net
aggregate

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player entry fees for each tournament staged by
Compass, such amount to be calculated after deduction of all production costs
and expenses incurred by Compass relating to such tournament, payable once
annually following our annual championship tournament and (ii) 15% of all gross
advertising and sponsorship revenue received in connection with the
tournaments. The Compass Agreement has a term of five years and can be renewed
annually by Compass for up to an additional five years. During the three months
ended March 31, 2010 there were no payments under this agreement.

Rausch
Matter  On
March 24, 2010, a summons and complaint was filed against us by Walter Rausch
in a matter entitled Walter Rausch v. World Series of Golf, Inc., United
States District Court, District of Nevada, Case No: 2:10-cv-00412. Mr. Rausch,
a purchaser of a convertible note in a private placement of our notes in May
2008 (see Note 4, above) alleges damages in the amount of $93,925, representing
the principal of $85,000 plus accrued interest through March 9, 2010 of $8,925.
We did not respond to the complaint and Mr. Rausch subsequently filed a Notice
to Take by Default, which seeks a default judgment against us. We are not aware
if a default judgment was entered against us but, if so, no enforcement of the
judgment has occurred. Management is reviewing the merits of the complaint and
will take appropriate action.

Note 9 
Subsequent Events

On
April 13, 2010, we entered into a securities purchase agreement with Green Life
Inc. (Green Life) pursuant to which Green Life agreed to purchase 2,000
shares of our Series A convertible preferred stock (Preferred Shares),
representing a controlling interest in our company, for an aggregate purchase
price of $200,000 and a convertible debenture in the principal amount of
$50,000. The total investment was $250,000 and the transaction closed on April
14, 2010.

In
connection with the purchase agreement, we executed a Certificate of
Designation, Preference and Rights of the Series A Convertible Preferred Stock
which will be filed with the Secretary of State of Nevada (Certificate of
Designation). Under the Certificate of Designation, at any time after
September 1, 2010, the Preferred Shares are convertible into shares of common
stock at a price equal to the average of the closing volume weighted average
price of our common stock for the five (5) consecutive trading days prior to
conversion. The Certificate of Designation provides that the Preferred Shares
shall vote together with the common stock and have 51% of the voting power. It
also contains certain approval rights of the holders of the Preferred Shares
which require us to obtain the consent of at least 75% of the outstanding
Preferred Shares before taking certain corporate actions such as a merger,
payment of dividends, making certain capital expenditures and the like.

The
convertible debenture has a stated interest rate of 8% and is due on April 13,
2011, unless earlier converted. The debenture (principal or interest, any
portion thereof) is convertible either at the holders or our option at a price
equal to 50% of the closing price of our common stock on the date of
conversion. The note contains a blocker provision which restricts Green Lifes
conversion of the note to the extent that the conversion would result in Green
Life beneficially owning more than 4.99% of our outstanding common stock.

Pursuant
to the purchase agreement with Green Life, we are required a file a
registration statement with the Securities and Exchange Commission for the
resale of our common stock underlying the convertible Preferred Stock and
convertible debenture.

On
April 13, 2010, we also entered into an exchange agreement with Green Life
whereby we agreed to amend our understanding with regards to an advance in the
amount of $50,000 from Green Life to the Company and exchange this advance for
a new convertible debenture in the same form as the debenture described above.
We are obligated to register the conversion shares for resale.

In
connection with the transactions above, John F. Slitz, our Secretary and
Chairman of the Board agreed to sell $1,000,000 of Company indebtedness payable
to him to a non-affiliate designee of Green Life in exchange for $10,000. As of
the date of this filing, the sale has not been consummated.

In
connection with the Green Life transactions above, certain change of control
provisions in employment and other contracts were triggered causing additional
liability to the company. We have not accrued these additional liabilities as
of March 31, 2010. In addition, under the 2009 Plan, all outstanding unvested
options were immediately vested as of the date of the change of control.

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

Statements
contained herein may be 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

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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. 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. Additional factors that
would cause actual results to differ materially from those projected or
suggested in any forward-looking statements are contained in our filings with
the Securities and Exchange Commission, including those factors discussed under
the caption Forward-Looking Information in our most recent Annual Report on
Form 10-K, as may be supplemented or amended from time to time, which we urge
investors to consider. 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
discussion and analysis should be read in conjunction with our condensed
consolidated financial statements and notes appearing elsewhere in this Report.

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 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, 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. Due to insufficient capital, we will
not host a tournament in May 2010, as we previously anticipated. We anticipate
holding a series of tournaments at satellite locations and are contemplating a
tournament in Las Vegas in 2010, although as of the date of this filing, these
plans are uncertain due to our need for additional funding and, to a lesser
degree, due to venue availability such as golf courses and hotel accommodations
and transportation logistics. 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. Due to our funding constraints,
we have delayed the launch of our multi-player online video game that we are
building with our partner, The World Golf Tour, operator of www.wgt.com.
We plan to offer through our website, www.worldseriesofgolf.com, a
multi-player online video game which we intend to launch during the fourth
quarter of 2010. The multi-player online video game is based on our unique
method of play and is tied into a social network/web community where interested
players can not only play the online version of The World Series of Golf but
will also be able to communicate with each other, share information and buy
related products online.

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

Recent
Developments

As
we previously reported in our Current Report on Form 8-K, on April 13, 2010, we
entered into a securities purchase agreement with Green Life Inc. (Green
Life) pursuant to which Green Life agreed to purchase 2,000 shares of our
Series A convertible preferred stock (Preferred Shares), representing a
controlling interest in our company, for an aggregate purchase price of
$200,000 and a convertible debenture in the principal amount of $50,000. The
total investment was $250,000 and the transaction

---



closed on April 14, 2010. The proceeds of the
investment were used primarily to pay certain past due trade payables and
professional fees, which allowed us to prepare and file our annual report.

In
connection with the purchase agreement, we executed a Certificate of
Designation, Preference and Rights of the Series A Convertible Preferred Stock
which will be filed with the Secretary of State of Nevada (Certificate of
Designation). Under the Certificate of Designation, at any time after
September 1, 2010, the Preferred Shares are convertible into shares of common
stock at a price equal to the average of the closing volume weighted average
price of our common stock for the five (5) consecutive trading days prior to
conversion. The Certificate of Designation provides that the Preferred Shares
shall vote together with the common stock and have 51% of the voting power. It
also contains certain approval rights of the holders of the Preferred Shares
which require us to obtain the consent of at least 75% of the outstanding
Preferred Shares before taking certain corporate actions such as a merger,
payment of dividends, making certain capital expenditures and the like.

The
convertible debenture has a stated interest rate of 8% and is due on April 13,
2011, unless earlier converted. The debenture (principal or interest, any
portion thereof) is convertible either at the holders or our option at a price
equal to 50% of the closing price of our common stock on the date of conversion.
The note contains a blocker provision which restricts Green Lifes conversion
of the note to the extent that the conversion would result in Green Life
beneficially owning more than 4.99% of our outstanding common stock.

Pursuant
to a registration rights agreement with Green Life also executed on April 13,
2010, we are required a file a registration statement with the Securities and
Exchange Commission for the resale of our common stock underlying the
convertible Preferred Stock and convertible debenture.

On
April 13, 2010, we also entered into an exchange agreement with Green Life
whereby we agreed to amend our understanding with regards to an advance in the
amount of $50,000 from Green Life to the Company and exchange this advance for
a new convertible debenture in the same form as the debenture described above.
We are obligated to register the conversion shares for resale.

In
connection with the transactions above, John F. Slitz, our Secretary and
Chairman of the Board agreed to sell $1,000,000 of Company indebtedness payable
to him to a non-affiliate designee of Green Life in exchange for $10,000. As of
the date of this filing, the sale has not been consummated.

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, 2010, we had an accumulated deficit of approximately $13.4 million,
negative cash flows from operations since inception 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, 2010, we had a working capital deficit
(current assets less current liabilities) of approximately $4.4 million and
approximately $12,000 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 $44,000 and $151,000 in our operating activities in
the three months ended March 31, 2010 and 2009, respectively. Cash used in
operating activities relates primarily to funding net losses, partially offset
by 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.

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Our
investing activities used cash of approximately $1,000 in both the three months
ended March 31, 2010 and 2009. Changes in cash from investing activities are
due to purchases of equipment.

Our
financing activities provided cash of approximately $56,000 and $110,000 in the
three months ended March 31, 2010 and 2009, respectively. Changes in cash from
financing activities are proceeds from related party advances and proceeds from
issuance of convertible notes payable.

Recent
Financing Activities

In
March 2010, we received an advance from Green Life in the amount of $50,000
under unspecified terms. In connection with the Green Life transactions
described below, the Company and Green Life agreed to amend their understanding
with respect to the advance and provide for terms which were substantially
similar to the terms specified under the transaction.

On
April 13, 2010, we entered into a securities purchase agreement with Green Life
pursuant to which Green Life agreed to purchase 2,000 shares of our Series A
convertible preferred stock, representing a controlling interest in our
company, for an aggregate purchase price of $200,000 and a convertible
debenture in the principal amount of $50,000, representing an amendment of the
terms of the $50,000 advance previously received from Green Life in March 2010.
The total investment was $250,000 and the transaction closed on April 14, 2010.

In
February 2010, certain advances from our chairman of the board, which totaled
$921,000, were replaced by a promissory note in the principal amount of
$921,000, with a stated interest rate of 8% per annum. The note is convertible
at the option of the holder at a conversion price of $0.02 per share. The note is
payable within five (5) days after demand by holder. If the note is not paid
upon demand, a default interest rate of 18% per annum applies. As of March 31,
2010, we have recorded accrued interest payable of approximately $6,000 related
to this convertible note payable to related party. The obligations under this
additional promissory note are secured pursuant to a Security Agreement which
grants to the Slitz Family Trust (of which John Slitz, Jr., our Secretary and
Chairman of the Board serves as trustee) a security interest in substantially
all of our assets.

Going
Concern

In
our Annual Report on Form 10-K for the year ended December 31, 2009, our
independent auditors included an explanatory paragraph in its report relating
to our consolidated financial statements for the years ended December 31, 2009
and 2008, which states that we have incurred negative cash flows from
operations since inception, expect to incur additional losses in the future 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 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.

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|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|------------------------------------------------------------ |  | -------------------------------------- | ---- | ---- | - | ---- | - | - | ---- | - |  | ---- | -
|                                                             |  | For
 the three months ended
 March 31, |      |      |   |      |  
|                                                             |  |                                        |      |      |   |      |  
|                                                             |  | 2010                                   |      | 2009 |   | $    |   | % |     
|                                                             |  |                                        |      |      |   |      |   |   |     
|                                                             |  | (in
 thousands)                        |      |     
|Revenue                                                      |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Sponsorship and advertising                                  |  | $                                      | 25   |      | $ |     |   | $ | 25   |   |  |      |  
|Licensing                                                    |  |                                        |     |      |   |     |   |   |     |   |  |      |  
|Player fees                                                  |  |                                        |     |      |   |     |   |   |     |   |  |      |  
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Total revenue                                                |  |                                        | 25   |      |   |     |   |   | 25   |   |  |      |  
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Cost of sales                                                |  |                                        |     |      |   | 23   |   |   | (23  | ) |  | -100 | %
|Sales and marketing                                          |  |                                        |     |      |   | 3    |   |   | (3   | ) |  | -100 | %
|General and administrative                                   |  |                                        | 244  |      |   | 351  |   |   | (107 | ) |  | -30  | %
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Total expenses                                               |  |                                        | 244  |      |   | 377  |   |   | (133 | ) |  | -35  | %
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Operating loss                                               |  |                                        | (219 | )    |   | (377 | ) |   | 158  |   |  | 42   | %
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Other income (expense)                                       |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Interest expense                                             |  |                                        | (33  | )    |   | (114 | ) |   | 81   |   |  | -71  | %
|Change in derivative liability for price adjustable warrants |  |                                        | 1    |      |   | 91   |   |   | (90  | ) |  | -99  | %
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Total other expense                                          |  |                                        | (32  | )    |   | (23  | ) |   | (9   | ) |  | 39   | %
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  
|Net loss                                                     |  | $                                      | (251 | )    | $ | (400 | ) | $ | 149  |   |  | 37   | %
|                                                             |  |                                        |      |      |   |      |   |   |      |   |  |      |  

Comparison of the Three Months Ended March 31, 2010 to the
Three Months Ended March 31, 2009

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 the three months ended March 31, 2010 all of our
revenue was derived from the recognition of an upfront non-refundable payment
received from Pocket Kings, Ltd., operator of FullTilt.net, in 2009. The
balance in unearned revenue related to this upfront payment has been completely
amortized and we do not expect to recognize further revenue related to this
contract. There were no revenues recognized in the three months ended March 31,
2009.

In
2009, approximately 87% 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. Due to our current shortage of working capital, we do not expect to hold
our tournament in the second quarter of 2010.

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 in the three months ended March 31, 2010 compared to March 31, 2009.
In the current year, we have not incurred any costs related to a planned
tournament.

Sales and marketing.
Sales and marketing expense consists primarily of consulting, public relations,
sales materials and advertising. Sales and marketing decreased in the three
months ended March 31, 2010 compared to March 31, 2009 due to continued cost
reductions in the current year.

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.
General and administrative expenses decreased in the three months ended March
31, 2010 compared to March 31, 2009 due to continued cost reductions in the
current year.

Interest Expense. In February 2009, as amended May 2009,
the existing obligations (principal and accrued interest) under our second
promissory note with the chairman of our board of directors were replaced by a
third promissory note for $1,150,000. In connection with the refinancing of the
obligations under the promissory note, we recorded $78,000 in February 2009 as
a financing fee. The new note is payable within five days after the demand of
the holder, and bears interest at 8% per annum and is convertible at the option
of the holder at $0.50 per share. During the three months ended March 31, 2010
and 2009, we recorded interest expense of approximately $23,000 and $114,000,
respectively, related to this note.

---



In
addition, during the three months ended March 31, 2010 and 2009, we recorded
interest expense of approximately $4,000 and nil related to the $235,000
aggregate principal amount of convertible notes issued to certain investors.

Change in Fair Value of Derivative Liability for Price
Adjustable Warrants.In connection with warrants
issued together with the convertible notes in 2008, the financial reporting
(non-cash) effect of initial adoption of the accounting requirement under
related authoritative guidance resulted in a cumulative effect of change in
accounting principle of approximately $102,000, based on a per share price of
our common stock of $0.09 at January 1, 2009, which increased accumulated
deficit and recorded a derivative liability for price adjustable warrants. The
fair value of the derivative liability is revalued quarterly utilizing
Black-Scholes valuation model computations with the increase or decrease in
fair value being reported in the statement of operations as other income
(expense). During the three months ended March 31, 2010, the fair value
decreased approximately $1,000 based upon a per share price of our common stock
of $0.01 at March 31, 2010, which was recorded as other income. During the
three months ended March 31, 2009, the fair value decreased approximately
$91,000, based on a per share price of our common stock of $0.01 at
March 31, 2009, which was recorded as other income.

Off-Balance
Sheet Arrangements

As
of March 31, 2010, 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 of the end of the period covered by this
Quarterly Report on Form 10-Q, we carried out an evaluation, under the
supervision and with the participation of senior management, including Mr.
Joseph F. Martinez, our Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of the design and operation of our
disclosure controls and procedures (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934,
as amended (the Exchange Act). Based upon that evaluation, our CEO/CFO concluded
that our disclosure controls and procedures were not effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by us in the reports that we file or submit under the Exchange
Act. As previously reported under Item 9A(T) in our Annual Report on Form 10-K
for the year ended December 31, 2009 (the Annual Report), we had numerous
deficiencies in our disclosures controls as of December 31, 2009. In the Annual
Report we described the remediation efforts we have begun to undertake in order
to correct such deficiencies. As of March 31, 2010, the deficiencies described
in the Annual Report still existed since the remediation efforts had not yet
been fully implemented as of such date.

(b)
Internal Control over Financial Reporting. There have been no changes in our
internal controls over financial reporting or in other factors during the
fiscal quarter ended March 31, 2010 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting
subsequent to the date we carried out our most recent evaluation. As previously
reported in Item 9A(T) of the Annual Report, we had numerous material
weaknesses in our internal control over financial reporting as of December 31,
2009. In the Annual Report we described the remediation efforts we have begun
to undertake in order to correct such material weaknesses. As of March 31,
2010, the material weaknesses described in the Annual Report still existed since
the remediation efforts had not yet been fully implemented as of such date.

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PART II  OTHER
INFORMATION

ITEM 1. LEGAL
PROCEEDINGS

On
March 24, 2010, a summons and complaint was filed against us by Walter Rausch
in a matter entitled Walter Rausch v. World Series of Golf, Inc., United States
District Court, District of Nevada, Case No: 2:10-cv-00412. Mr. Rausch, a
purchaser of a convertible note in a private placement of our notes in May 2008
alleges damages in the amount of $93,925, representing the principal of $85,000
plus accrued interest through March 9, 2010 of $8,925. We did not respond to
the complaint and Mr. Rausch subsequently filed a Notice to Take by Default,
which seeks a default judgment against us. We are not aware if a default
judgment was entered against us but, if so, no enforcement of the judgment has
occurred. Management is reviewing the merits of the complaint and will take
appropriate action.

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

None.

ITEM 3. DEFAULTS
UPON SENIOR SECURITIES

None.

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

No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the period ended March 31, 2010.

ITEM 5. OTHER
INFORMATION

None.

ITEM 6. EXHIBITS

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

---



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: May
 24, 2010 | WORLD SERIES
 OF GOLF, INC.
|                     |                             |                                                   
|                     | By:                         | /s/ 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.

---