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

FORM 10-Q/A 
AMENDMENT NO. 1

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

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

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

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

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

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

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

Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days. YES x  NO o

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

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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check One):

|                          |                     |                         |                            
|------------------------- | ------------------- | ----------------------- | ---------------------------
|Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES o NO x

As
of November 12, 2008, 22,109,999 shares of the registrants common stock were
outstanding.

---



WORLD SERIES OF GOLF, INC.

FORM 10-Q/A

INDEX

|           |  |                        |  |                                                                                                                              |  |     
|---------- |  | ---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                        |  |                                                                                                                              |  | Page
|           |  |                        |  |                                                                                                                              |  |     
|           |  |                        |  |                                                                                                                              |  |     
|Part I     |  | Financial
 Information |  |                                                                                                                             
|           |  |                        |  |                                                                                                                              |  |     
|           |  | Item 1.                |  | Unaudited Financial
 Statements:                                                                                             |  | 2   
|           |  |                        |  |                                                                                                                              |  |     
|           |  |                        |  | Condensed Consolidated Balance Sheets as of
September 30, 2008 (unaudited) and December 31, 2007                             |  | 2   
|           |  |                        |  |                                                                                                                              |  |     
|           |  |                        |  | Condensed Consolidated Statements of
Operations (unaudited)
 for the three and nine months ended September 30, 2008 and 2007 |  | 3   
|           |  |                        |  |                                                                                                                              |  |     
|           |  |                        |  | Condensed Consolidated Statement of Stockholders
 Equity (Deficit) (unaudited) for the nine months ended September 30, 2008 |  | 4   
|           |  |                        |  |                                                                                                                              |  |     
|           |  |                        |  | Condensed Consolidated Statements of Cash Flows
 (unaudited) for the nine months ended September 30, 2008 and 2007           |  | 5   
|           |  |                        |  |                                                                                                                              |  |     
|           |  |                        |  | Notes to Condensed Consolidated Financial Statements
 (unaudited)                                                            |  | 6   
|           |  |                        |  |                                                                                                                              |  |     
|           |  | Item 2.                |  | Managements Discussion and Analysis of Financial
 Condition and Results of Operations                                       |  | 12  
|           |  |                        |  |                                                                                                                              |  |     
|           |  | Item 4T.               |  | Controls and Procedures                                                                                                      |  | 17  
|           |  |                        |  |                                                                                                                              |  |     
|Part II    |  | Other Information      |  |                                                                                                                             
|           |  |                        |  |                                                                                                                              |  |     
|           |  | Item 6.                |  | Exhibits                                                                                                                     |  | 18  
|           |  |                        |  |                                                                                                                              |  |     
|Signatures |  |                        |  | 19                                                                                                                          

---



Explanatory Note Regarding Amendment

We are
filing this Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 2008 to amend our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2008 originally filed with the U.S. Securities
and Exchange Commission on November 13, 2008, to correct the following items:

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

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

Subsequent
to issuance of the September 30, 2008 condensed consolidated financial
statements (the 2008 Interim Financial Statements), our management concluded
that it was necessary to restate the 2008 Interim Financial Statements to
correct for errors. These errors included non-recognition of $450,000 of sales
and marketing expense and prepaid expense of $150,000, accounting errors
relating to $236,000 in revenue and other errors, primarily with
regard to cut-off related to cost of sales which totaled approximately $758,000. The accompanying 2008 Interim
Financial Statements for the three and nine months ended September 30, 2008
have been restated to give effect to correction of these and other errors
(primarily with regard to cut-off) as well as revision of classification, which
together have the result of decreasing total assets by approximately $780,000
and increasing total liabilities and total stockholders deficit by
approximately $673,000 and $1.5 million, respectively, and increasing net loss
for the three and nine months ended September 30, 2008 by approximately
$930,000 and $1.7 million, respectively, with an increase to net loss per share
of approximately $0.04 and $0.09 per share, respectively.

In
addition, subsequent to the issuance of the September 30, 2007 condensed
consolidated financial statements (the 2007 Interim Financial Statements),
our management concluded that it was necessary to restate the 2007 Interim
Financial Statements to correct for errors. These errors were primarily with
regard to inappropriate revenue recognition of $0.2 million for the three and
nine months ended September 30, 2007, inappropriate
capitalization of tournament signage of approximately $175,000, net of
depreciation expense of approximately $45,000, inappropriate recording of $1.4
million of general and administrative expense relating to share-based
compensation, and non-recognition of $800,000 of sales and marketing expense
relating to share-based compensation. The accompanying 2007 Interim Financial
Statements have been restated to give effect to correction of these and other
errors, primarily with regard to cut-off, which together have the effect of
decreasing revenue for the three and nine months ended September 30, 2007 by
approximately $520,000 and $126,000, respectively and decreasing net loss for
the three and nine months ended September 30, 2007 by approximately $1.8
million and $450,000, respectively, with a decrease of $0.30 and $0.36 in net
loss per share, respectively.

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

1

---



PART I  FINANCIAL
INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

|                                                                                                   |  |                                      |         |                               |   |        |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | ----------------------------- | - | ------ | -
|                                                                                                   |  | September 30, 2008(RESTATED)         |         | December 31, 2007
 (RESTATED) |  
|                                                                                                   |  |                                      |         |                               |  
|                                                                                                   |  | (in thousands, except share amounts) |        
|ASSETS                                                                                            
|Current
 assets:                                                                                   |  |                                      |         |                               |   |        |  
|Cash                                                                                               |  | $                                    | 401     |                               | $ | 255    |  
|Prepaid expenses and other assets                                                                  |  |                                      | 364     |                               |   | 400    |  
|                                                                                                   |  |                                      |         |                               |   |        |  
|Total current assets                                                                               |  |                                      | 765     |                               |   | 655    |  
|Equipment,
 net                                                                                    |  |                                      | 28      |                               |   | 12     |  
|                                                                                                   |  |                                      |         |                               |   |        |  
|Total assets                                                                                       |  | $                                    | 793     |                               | $ | 667    |  
|                                                                                                   |  |                                      |         |                               |   |        |  
|                                                                                                   |  |                                      |         |                               |   |        |  
|LIABILITIES AND STOCKHOLDERS EQUITY
 (DEFICIT)                                                   
|                                                                                                   |  |                                      |         |                               |   |        |  
|Current
 liabilities:                                                                              |  |                                      |         |                               |   |        |  
|Accounts payable                                                                                   |  | $                                    | 531     |                               | $ | 284    |  
|Player deposits                                                                                    |  |                                      | 49      |                               |   | 52     |  
|Note and interest payable to related party                                                         |  |                                      | 1,047   |                               |   | 961    |  
|Convertible notes payable, net of discount                                                         |  |                                      | 967     |                               |   |       |  
|Other current liabilities                                                                          |  |                                      | 440     |                               |   |       |  
|                                                                                                   |  |                                      |         |                               |   |        |  
|Total current liabilities                                                                          |  |                                      | 3,034   |                               |   | 1,297  |  
|                                                                                                   |  |                                      |         |                               |   |        |  
|Commitments
 and contingencies                                                                     |  |                                      |         |                               |   |        |  
|                                                                                                   |  |                                      |         |                               |   |        |  
|Stockholders
 equity (deficit):                                                                   |  |                                      |         |                               |   |        |  
|Preferred stock, $0.001 par value; 10,000,000
 shares authorized: no shares issued and outstanding |  |                                      |        |                               |   |       |  
|Common stock and additional paid in
 capital, $0.001 par value; 90,000,000 shares authorized:      |  |                                      |         |                               |   |        |  
|21,783,999 and 14,130,000 shares issued and
 outstanding, respectively                             |  |                                      | 7,990   |                               |   | 5,664  |  
|Accumulated deficit                                                                                |  |                                      | (10,231 | )                             |   | (6,294 | )
|                                                                                                   |  |                                      |         |                               |   |        |  
|Total stockholders equity (deficit)                                                               |  |                                      | (2,241  | )                             |   | (630   | )
|                                                                                                   |  |                                      |         |                               |   |        |  
|Total liabilities and stockholders equity
 (deficit)                                              |  | $                                    | 793     |                               | $ | 667    |  
|                                                                                                   |  |                                      |         |                               |   |        |  

See notes to condensed consolidated financial
statements

2

---



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

|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|---------------------------------------------------------------- |  | ------------------------------------------------ | ---------- | -------------------------------- | - | ---------------- | - | ---------------- | ---------- | - | - | --------- | -
|                                                                 |  | Three Months Ended
 September 30,                |            | Nine Months Ended
 September 30, |  
|                                                                 |  |                                                  |            |                                  |  
|                                                                 |  | 2008
 (RESTATED)                                 |            | 2007
 (RESTATED)                 |   | 2008
 (RESTATED) |   | 2007
 (RESTATED) |           
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |           
|                                                                 |  | (in thousands, except share
 and per share data) |           
|Revenue:                                                         |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Sponsorship and advertising                                      |  | $                                                | 100        |                                  | $ |                 |   | $                | 964        |   | $ | 783       |  
|Licensing                                                        |  |                                                  | 95         |                                  |   |                 |   |                  | 892        |   |   |          |  
|Player entry fees                                                |  |                                                  |           |                                  |   |                 |   |                  | 543        |   |   | 261       |  
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Total
 revenue                                                   |  |                                                  | 195        |                                  |   |                 |   |                  | 2,399      |   |   | 1,044     |  
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Operating
 expenses:                                             |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Cost of revenue                                                  |  |                                                  | 27         |                                  |   | 72               |   |                  | 2,698      |   |   | 3,014     |  
|Sales and marketing                                              |  |                                                  | 217        |                                  |   | 853              |   |                  | 1,133      |   |   | 1,297     |  
|General and administrative                                       |  |                                                  | 383        |                                  |   | 232              |   |                  | 1,428      |   |   | 670       |  
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Total
 operating expenses                                        |  |                                                  | 627        |                                  |   | 1,157            |   |                  | 5,259      |   |   | 4,981     |  
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Loss from
 operations                                            |  |                                                  | (432       | )                                |   | (1,157           | ) |                  | (2,860     | ) |   | (3,937    | )
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Interest
 expense                                                |  |                                                  | (728       | )                                |   | (30              | ) |                  | (1,077     | ) |   | (53       | )
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Net loss                                                         |  | $                                                | (1,160     | )                                | $ | (1,187           | ) | $                | (3,937     | ) | $ | (3,990    | )
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Loss per common share  basic and diluted:                       |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Net loss per common share  basic and
 diluted                   |  | $                                                | (0.05      | )                                | $ | (0.11            | ) | $                | (0.19      | ) | $ | (0.40     | )
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  
|Shares used in computing net loss per share
  basic and diluted |  |                                                  | 21,783,999 |                                  |   | 11,023,259       |   |                  | 20,794,724 |   |   | 9,954,694 |  
|                                                                 |  |                                                  |            |                                  |   |                  |   |                  |            |   |   |           |  

See notes to condensed consolidated financial
statements

3

---



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

|                                                                                           |  |                                              |            |                      |                                      |       |  |   |         |   |   |        |  
|------------------------------------------------------------------------------------------ |  | -------------------------------------------- | ---------- | -------------------- | ------------------------------------ | ----- |  | - | ------- | - | - | ------ | -
|                                                                                           |  | Common Stock and Additional
 Paid-In Capital |            |                      |                                      |       | 
|                                                                                           |  |                                              |            |                      | Total
 StockholdersEquity (Deficit) |      
|                                                                                           |  |                                              |            | Accumulated
 Deficit |                                      |      
|                                                                                           |  | Shares                                       |            | Amount               |                                      |       | 
|                                                                                           |  |                                              |            |                      |                                      |       |  |   |        
|                                                                                           |  | (In thousands, except share data)            |           
|Balance December 31, 2007 (RESTATED)                                                       |  |                                              | 14,130,000 |                      | $                                    | 5,664 |  | $ | (6,294  | ) | $ | (630   | )
|Recapitalization                                                                           |  |                                              | 6,999,999  |                      |                                      |      |  |   |        |   |   |       |  
|Issuance of common stock and warrants for
 cash, net                                       |  |                                              | 304,000    |                      |                                      | 380   |  |   |        |   |   | 380    |  
|Issuance of common stock for services                                                      |  |                                              | 350,000    |                      |                                      | 786   |  |   |        |   |   | 786    |  
|Value of beneficial conversion feature and
 warrants issued with convertible notes payable |  |                                              |           |                      |                                      | 1,135 |  |   |        |   |   | 1,135  |  
|Issuance of warrants for services                                                          |  |                                              |           |                      |                                      | 25    |  |   |        |   |   | 25     |  
|Net loss                                                                                   |  |                                              |           |                      |                                      |      |  |   | (3,937  | ) |   | (3,937 | )
|                                                                                           |  |                                              |            |                      |                                      |       |  |   |         |   |   |        |  
|Balance September 30, 2008 (RESTATED)                                                      |  |                                              | 21,783,999 |                      | $                                    | 7,990 |  | $ | (10,231 | ) | $ | (2,241 | )
|                                                                                           |  |                                              |            |                      |                                      |       |  |   |         |   |   |        |  

See notes to condensed consolidated financial
statements

4

---



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

|                                                                             |  |                                  |        |                  |   |        |  
|---------------------------------------------------------------------------- |  | -------------------------------- | ------ | ---------------- | - | ------ | -
|                                                                             |  | Nine Months Ended
 September 30, |       
|                                                                             |  |                                  |       
|                                                                             |  | 2008
 (RESTATED)                 |        | 2007
 (RESTATED) |  
|                                                                             |  |                                  |        |                  |  
|                                                                             |  | (In thousands)                   |       
|Operating activities:                                                        |  |                                  |        |                  |   |        |  
|Net loss                                                                     |  | $                                | (3,937 | )                | $ | (3,990 | )
|Adjustments to reconcile net loss to net
 cash used in operating activities: |  |                                  |        |                  |   |        |  
|Depreciation                                                                 |  |                                  | 5      |                  |   | 7      |  
|Amortization of debt discount                                                |  |                                  | 966    |                  |   | 6      |  
|Share-based payments of consulting and
 other expenses                       |  |                                  | 812    |                  |   | 1,373  |  
|Changes in assets and liabilities:                                           |  |                                  |        |                  |   |        |  
|Accounts receivable                                                          |  |                                  |       |                  |   | (9     | )
|Prepaid expenses and other assets                                            |  |                                  | 36     |                  |   | (446   | )
|Accounts payable                                                             |  |                                  | 247    |                  |   | 386    |  
|Player deposits                                                              |  |                                  | (3     | )                |   | 18     |  
|Accrued interest on related party note
 payable                              |  |                                  | 86     |                  |   | 42     |  
|Other current liabilities                                                    |  |                                  | 440    |                  |   |       |  
|                                                                             |  |                                  |        |                  |   |        |  
|Net cash used in operating activities                                        |  |                                  | (1,348 | )                |   | (2,613 | )
|                                                                             |  |                                  |        |                  |   |        |  
|Investing activities:                                                        |  |                                  |        |                  |   |        |  
|Purchases of property and equipment                                          |  |                                  | (21    | )                |   | (5     | )
|                                                                             |  |                                  |        |                  |   |        |  
|Net cash used in investing activities                                        |  |                                  | (21    | )                |   | (5     | )
|                                                                             |  |                                  |        |                  |   |        |  
|Financing activities:                                                        |  |                                  |        |                  |   |        |  
|Proceeds from issuance of convertible notes
 payable and warrants            |  |                                  | 1,135  |                  |   |       |  
|Proceeds from note payable to related party                                  |  |                                  |       |                  |   | 985    |  
|Proceeds from sale of common shares and
 warrants, net                       |  |                                  | 380    |                  |   | 1,406  |  
|                                                                             |  |                                  |        |                  |   |        |  
|Net cash provided by financing activities                                    |  |                                  | 1,515  |                  |   | 2,391  |  
|                                                                             |  |                                  |        |                  |   |        |  
|Net increase
 (decrease) in cash and cash equivalents                        |  |                                  | 146    |                  |   | (227   | )
|Cash and
 cash equivalents  beginning of period                             |  |                                  | 255    |                  |   | 299    |  
|                                                                             |  |                                  |        |                  |   |        |  
|Cash and
 cash equivalents  end of period                                   |  | $                                | 401    |                  | $ | 72     |  
|                                                                             |  |                                  |        |                  |   |        |  
|Supplemental
 disclosure:                                                    |  |                                  |        |                  |   |        |  
|Cash paid for interest                                                       |  | $                                |       |                  | $ |       |  
|                                                                             |  |                                  |        |                  |   |        |  

See notes to condensed consolidated financial statements

5

---



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

Note 1. Business and Organization

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

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

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

Note 2: Going Concern

We
have prepared our condensed consolidated financial statements assuming that we
will continue as a going concern, which contemplates realization of assets and
the satisfaction of liabilities in the normal course of business. As of
September 30, 2008, we had an accumulated deficit of approximately $10.2
million, negative cash flows from operations and expect to incur additional
losses in the future as we continue to develop and grow our business. We have
funded our losses primarily through sales of common stock and warrants in
private placements and borrowings from related parties and other investors and
revenue provided by our sponsorships and advertising contracts, licensing
arrangements and tournaments. The further development of our business will
require capital. At September 30, 2008, we had a working capital deficit
(current assets less current liabilities) of approximately $2.3 million and
approximately $0.4 million in cash.

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

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

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

Basis
of Preparation  The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and in

6

---



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

Use
of EstimatesThe preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The more significant accounting estimates inherent in preparation of our
financial statements include estimates as to valuation of fair value for goods
and services received in barter transactions, valuation of equity related
instruments issued, and valuation allowance for deferred income tax assets.

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

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

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

|                                 |  |                    |     |                   |  |      |   |      |     |   |  |     |  
|-------------------------------- |  | ------------------ | --- | ----------------- |  | ---- | - | ---- | --- | - |  | --- | -
|                                 |  | Three Months Ended |     | Nine Months Ended | 
|                                 |  |                    |     |                   | 
|                                 |  | September 30,      |     | September 30,     | 
|                                 |  |                    |     |                   | 
|                                 |  | 2008               |     | 2007              |  | 2008 |   | 2007 |    
|                                 |  |                    |     |                   |  |      |   |      |    
|Custom
 Group, Ltd.              |  |                    | 49  | %                 |  | 0    | % |      | 37  | % |  | 0   | %
|Pocket
 Kings, Ltd.              |  |                    | 51  | %                 |  | 0    | % |      | 17  | % |  | 0   | %
|The Mirage
 Casino Hotel         |  |                    | 0   | %                 |  | 39   | % |      | 19  | % |  | 39  | %
|Revlon
 Consumer Corp.s Mitchum |  |                    | 0   | %                 |  | 18   | % |      | 0   | % |  | 18  | %
|Blue Ocean
 Worldwide            |  |                    | 0   | %                 |  | 13   | % |      | 0   | % |  | 13  | %
|Other                            |  |                    | 0   | %                 |  | 30   | % |      | 27  | % |  | 30  | %
|                                 |  |                    |     |                   |  |      |   |      |     |   |  |     |  
|                                 |  |                    | 100 | %                 |  | 100  | % |      | 100 | % |  | 100 | %
|                                 |  |                    |     |                   |  |      |   |      |     |   |  |     |  

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

|                   |  |               |       |      |  |   | 
|------------------ |  | ------------- | ----- | ---- |  | - | 
|                   |  | September 30, |      
|                   |  |               |      
|                   |  | 2008          |       | 2007 | 
|                   |  |               |       |      | 
|Convertible
 notes |  |               | 2,331 |      |  |  | 
|Warrants           |  |               | 1,489 |      |  |  | 
|                   |  |               |       |      |  |   | 
|Total              |  |               | 3,820 |      |  |  | 
|                   |  |               |       |      |  |   | 

7

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

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

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

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

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

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

In
June 2008, the Emerging Issues Task Force of the FASB issued EITF Issue No.
07-5, Determining Whether an Instrument (or
Embedded Feature) Is Indexed to an Entitys Own Stock (EITF 07-5),
which is effective for fiscal years ending after December 15, 2008, with
earlier application not permitted by entities that have previously adopted an
alternative accounting policy. The adoption of EITF 07-5s requirements will
affect accounting for convertible instruments and warrants with provisions that
protect holders from declines in the stock price (down-round provisions).
Warrants with such provisions will no longer be recorded in equity. EITF 07-5
guidance is to be applied to outstanding instruments as of the beginning of the
fiscal year in which the EITF 07-5 is applied. The cumulative effect of the
change in accounting principle shall be recognized as an adjustment to the
opening balance of

8

---



retained
earnings (or other appropriate components of equity) for that fiscal year,
presented separately. The cumulative-effect adjustment is the difference
between the amounts recognized in the statement of financial position before
initial application of EITF 07-5 and the amounts recognized in the statement of
financial position upon its initial application. The amounts recognized in the
statement of financial position as a result of the initial application are
determined based on the amounts that would have been recognized if the guidance
in EITF 07-5 had been applied from the issuance date of the instrument. In
connection with warrants issued together with the convertible notes in the
second quarter of 2008, the financial reporting (non-cash) effect of initial
adoption of this accounting requirement for future financial statements is
expected to result in an initial estimated fair value liability of
approximately $102,000, which was recorded as an increase in liabilities and
increase in stockholders deficit on January 1, 2009 and which will be adjusted
quarterly thereafter during the period the warrants remain outstanding.

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

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

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

Note 4. Convertible Notes

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

|                                                       |  |               |       |              |   |     | 
|------------------------------------------------------ |  | ------------- | ----- | ------------ | - | --- | 
|                                                       |  | September 30, |       | December 31, |  
|                                                       |  | 2008          |       | 2007         |  
|                                                       |  |               |       |              |  
|Note payable
 to related party                         |  | $             | 961   |              | $ | 961 | 
|Convertible notes
 payable due others, net of discount |  |               | 967   |              |   |    | 
|                                                       |  |               |       |              |   |     | 
|Total                                                  |  | $             | 1,928 |              | $ | 961 | 
|                                                       |  |               |       |              |   |     | 

Note
payable to related party In January 2008, the
original promissory note due to the chairman of our board of directors in the
amount of $985,000 was replaced by a second promissory note issued in the
principal amount of $961,000, bearing interest at a rate of 12% per annum, with
monthly payments of interest only of $9,606.87 due on the first day of each
month beginning February 1, 2008. The second promissory note was due on January
1, 2009. The note (principal and accrued interest) was convertible at the sole
option of the holder into common shares at a conversion price of $1.00 per
common share, subject to customary adjustments. In November 2008, the
conversion price was changed to $0.50 per share. Obligations under the second
promissory note were collateralized by all of the tangible and intangible
assets of the Company. During the three and nine months ended September 30,
2008, we recorded interest expense of approximately $28,000 and $86,000,
respectively, related to the second promissory note.

9

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Convertible
notes payable due others In May and June 2008, we
issued convertible promissory notes in an aggregate amount of $1,135,000. The
notes bear interest at 6% per annum, are unsecured and are repayable on or
before October 31, 2008. The notes and related accrued interest were originally
convertible into shares of our common stock at $1.00 per share at the option of
the holder. The convertible promissory notes were issued together with warrants
to purchase 1,135,000 shares of our common stock at an original exercise price
of $1.05 per share, exercisable for three years. The terms of the convertible
notes and warrants provide that the conversion price of the notes and the
exercise price of the warrants will be reduced in the event of subsequent
financings at an effective price per share less than the conversion or exercise
price, subject to certain exceptions. The convertible notes when issued
included a beneficial conversion feature because they allowed the holders to
acquire common shares of the company at an effective conversion price that was
less than their fair value per share of our common stock of $2.05 on May 15,
2008 and of $1.51 on June 9, 2008. The discount on the convertible notes
payable related to the allocation of value of the warrants and the beneficial
conversion feature was valued at $635,000 and $500,000 in May and June 2008
based on the effective conversion price for purposes of calculating the
beneficial conversion feature of $0.328 and $0.399, respectively. The fair value
of the warrants was computed using the Black-Scholes option pricing model with
the following assumptions: expected term of three years (contractual term),
volatility of 400% (based on historical volatility), 0% dividend rate and
interest rate of 3%. We recognized interest expense related to the amortization
of the discount of approximately $0.7 million and approximately $1.0 million
during the three and nine months ended September 30, 2008.

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 totaling 235,000 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.

Note 5.Stockholders Equity (Deficit)

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

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

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

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

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

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

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

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

10

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

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

During
2007, we issued 2.0 million shares for marketing-related services to be
provided during 2007 by the Custom Group under an operating agreement. In June
2009, we cancelled 1.2 million shares previously treated as issued to the
Custom Group as services were not provided. The value related to the
uncancelled shares was $800,000 based on the fair value of our common stock of
$1.00 as determined by recent stock sales and is recorded as sales and
marketing expense in 2007 in the condensed consolidated financial statements.

Warrants 
We issued warrants in connection with our 2008 private placements and our
convertible notes. In September 2008, we issued five-year warrants to purchase
50,000 shares of our common stock at an exercise price of $0.51 per share to an
investment capital firm under a placement agency services agreement (for a
future offering). The warrants may be net-cash settled (cashless exercised). The
warrants were recorded at their fair value of $25,000, which was determined
using the Black-Scholes model using the following assumptions: stock price of
$0.50, volatility of 400%, risk free rate of 2.28%, expected term of five
years, dividend yield of 0.0%. The following summarizes warrant activity during
the nine months ended September 30, 2008 (in thousands).

|                                                     |  |   |       | 
|---------------------------------------------------- |  | - | ----- | 
|Warrants
 outstanding, December 31, 2007             |  |   |      | 
|Warrants
 issued                                     |  |   | 1,489 | 
|Warrants
 exercised                                  |  |   |      | 
|Warrants
 expired                                    |  |   |      | 
|                                                     |  |   |       | 
|Warrants outstanding,
 September 30, 2008            |  |   | 1,489 | 
|                                                     |  |   |       | 
|Weighted
 average exercise price, September 30, 2008 |  | $ | 1.14  | 
|                                                     |  |   |       | 

Note 6. Related Party Transactions

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

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

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

Note 7. Income Taxes

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

Note 8. Commitments and Contingencies

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

11

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Note 9. Restatement

Subsequent
to issuance of the September 30,
2008 condensed consolidated financial statements (the 2008 Interim Financial
Statements), our management concluded that it was necessary to restate the
2008 Interim Financial Statements to correct for errors. These errors included
non-recognition of $450,000 of sales and marketing expense and prepaid expense
of $150,000, accounting errors relating to $236,000 in revenue and other
errors, primarily with regard to cut-off related to cost of sales which totaled
approximately $758,000. The
accompanying 2008 Interim Financial Statements for the three and nine months
ended September 30, 2008 have been restated to give effect to correction of
these and other errors (primarily with regard to cut-off) as well as revision
of classification, which together have the result of decreasing total assets by
approximately $780,000 and increasing total liabilities and total stockholders
deficit by approximately $673,000 and $1.5 million, respectively, and
increasing net loss for the three and nine months ended September 30, 2008 by
approximately $930,000 and $1.7 million, respectively, with an increase to net
loss per share of approximately $0.04 and $0.09 per share, respectively.

In
addition, subsequent to the issuance of the September 30, 2007 condensed
consolidated financial statements (the 2007 Interim Financial Statements),
our management concluded that it was necessary to restate the 2007 Interim
Financial Statements to correct for errors. These errors were primarily with
regard to inappropriate revenue recognition of $0.2 million for the three and
nine months ended September 30, 2007, inappropriate
capitalization of tournament signage of approximately $175,000, net of
depreciation expense of approximately $45,000, inappropriate recording of $1.4
million of general and administrative expense relating to share-based
compensation, and non-recognition of $800,000 of sales and marketing expense
relating to share-based compensation. The accompanying 2007 Interim Financial
Statements have been restated to give effect to correction of these and other
errors, primarily with regard to cut-off, which together have the effect of
decreasing revenue for the three and nine months ended September 30, 2007 by
approximately $520,000 and $126,000, respectively and decreasing net loss for
the three and nine months ended September 30, 2007 by approximately $1.8
million and $450,000, respectively, with a decrease of $0.30 and $0.36 in net
loss per share, respectively.

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

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

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

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

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

12

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

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

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

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

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

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

Cash Position, Going Concern and Recent
Financing Activities

We
have prepared our condensed consolidated financial statements assuming that we
will continue as a going concern, which contemplates realization of assets and
the satisfaction of liabilities in the normal course of business. As of
September 30, 2008, we had an accumulated deficit of approximately $10.2
million, negative cash flows from operations and expect to incur additional
losses in the future as we continue to develop and grow our business. We have
funded our losses primarily through sales of common stock and warrants in
private placements and borrowings from related parties and other investors and
revenue provided by our sponsorships and advertising contracts, licensing
arrangements and tournaments. The further development of our business will
require capital. At September 30, 2008, we had a working capital deficit
(current assets less current liabilities) of approximately $2.3 million and
approximately $0.4 million 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.

13

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Discussion of Cash Flows

We
used cash of approximately $1.3 million in our operating activities in the nine
months ended September 30, 2008, compared to $2.6 million in the nine months
ended September 30, 2007. Cash used in operating activities relates primarily
to funding net losses, partially offset by amortization of discount on debt and
share-based payments of consulting and other expenses. We expect to use cash
for operating activities in the foreseeable future as we continue our operating
activities.

Our
investing activities used cash of approximately $21,000 in the nine months
ended September 30, 2008 compared to $6,000 in the nine months ended September
30, 2007. Changes in cash from investing activities are due to purchases of
equipment.

Our
financing activities provided cash of approximately $1.5 million in the nine
months ended September 30,2008 compared to approximately $2.4 million in the
nine months ended September 30,2007. Changes in cash from financing activities
are due to proceeds from issuance of common stock and warrants and proceeds
from issuance of convertible notes payable and warrants.

Recent Financing Activities

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

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

Going Concern

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

Summary

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

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

14

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Consolidated Results of Operations

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

|                            |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |        |   |     |    | 
|--------------------------- |  | --------------------------------- | ------ | ---------------- | - | -------------------------------- | - | ------ | ---- | ---------------- | --- | ---------------- |  | - | ------ | - | - | ------ | - | - | ------ | - | --- | -- | 
|                            |  | Three Months Ended
 September 30, |        | Change           |   | Nine Months Ended
 September 30, |   | Change |     
|                            |  |                                   |        |                  |   |                                  |   |        |     
|                            |  | 2008
 (RESTATED)                  |        | 2007
 (RESTATED) |   | $                                |   | %      |      | 2008
 (RESTATED) |     | 2007
 (RESTATED) |  | $ |        | % |  
|                            |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |  
|Revenue                     |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |        |   |     |    | 
|Sponsorship and advertising |  | $                                 | 100    |                  | $ |                                 |   | $      | 100  |                  |     |                  |  | $ | 964    |   | $ | 783    |   | $ | 181    |   | 23  | %  | 
|Licensing                   |  |                                   | 95     |                  |   |                                 |   |        | 95   |                  |     |                  |  |   | 892    |   |   |       |   |   | 892    |   |     |    | 
|Player entry fees           |  |                                   |       |                  |   |                                 |   |        |     |                  |     |                  |  |   | 543    |   |   | 261    |   |   | 282    |   |     |    | 
|                            |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |        |   |     |    | 
|Total revenue               |  |                                   | 195    |                  |   |                                 |   |        | 195  |                  |     |                  |  |   | 2,399  |   |   | 1,044  |   |   | 1,355  |   |     |    | 
|                            |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |        |   |     |    | 
|Operating
 expenses         |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |        |   |     |    | 
|Cost of revenue             |  |                                   | 27     |                  |   | 72                               |   |        | (45  | )                | (63 | )%               |  |   | 2,698  |   |   | 3,014  |   |   | (316   | ) | (10 | )% | 
|Sales and marketing         |  |                                   | 217    |                  |   | 853                              |   |        | (636 | )                | (75 | )%               |  |   | 1,133  |   |   | 1,297  |   |   | (164   | ) | (13 | )% | 
|General and administrative  |  |                                   | 383    |                  |   | 232                              |   |        | 151  |                  | 65  | %                |  |   | 1,428  |   |   | 670    |   |   | 758    |   |     |    | 
|                            |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |        |   |     |    | 
|Total operating expenses    |  |                                   | 627    |                  |   | 1,157                            |   |        | (530 | )                | (46 | )%               |  |   | 5,259  |   |   | 4,981  |   |   | 278    |   | 6   | %  | 
|Interest expense            |  |                                   | (728   | )                |   | (30                              | ) |        | (698 | )                |     |                  |  |   | (1,077 | ) |   | (53    | ) |   | (1,024 | ) |     |    | 
|                            |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |        |   |     |    | 
|Net loss                    |  | $                                 | (1,160 | )                | $ | (1,187                           | ) | $      | 27   |                  | 2   | %                |  | $ | (3,937 | ) | $ | (3,990 | ) | $ | 53     |   | 1   | %  | 
|                            |  |                                   |        |                  |   |                                  |   |        |      |                  |     |                  |  |   |        |   |   |        |   |   |        |   |     |    | 

Comparison of the
Three and Nine Months Ended September 30, 2008 to the Three and Nine Months
Ended September 30, 2007

Restatement.
Subsequent to issuance of the September 30, 2008 condensed consolidated
financial statements (the 2008 Interim Financial Statements), our management
concluded that it was necessary to restate the 2008 Interim Financial
Statements to correct for errors. These errors included non-recognition of
$450,000 of sales and marketing expense and prepaid expense of $150,000,
accounting errors relating to $236,000 in revenue and other errors, primarily
with regard to cut-off related to cost of sales which totaled approximately
$758,000. The accompanying 2008 Interim Financial Statements for the three and
nine months ended September 30, 2008 have been restated to give effect to
correction of these and other errors (primarily with regard to cut-off) as well
as revision of classification, which together have the result of decreasing
total assets by approximately $780,000 and increasing total liabilities and
total stockholders deficit by approximately $673,000 and $1.5 million,
respectively, and increasing net loss for the three and nine months ended
September 30, 2008 by approximately $930,000 and $1.7 million, respectively,
with an increase to net loss per share of approximately $0.04 and $0.09 per
share, respectively.

In
addition, subsequent to the issuance of the September 30, 2007 condensed
consolidated financial statements (the 2007 Interim Financial Statements),
our management concluded that it was necessary to restate the 2007 Interim
Financial Statements to correct for errors. These errors were primarily with
regard to inappropriate revenue recognition of $0.2 million for the three and
nine months ended September 30, 2007, inappropriate capitalization of
tournament signage of approximately $175,000, net of depreciation expense of
approximately $45,000, inappropriate recording of $1.4 million of general and
administrative expense relating to share-

15

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based
compensation, and non-recognition of $800,000 of sales and marketing expense
relating to share-based compensation. The accompanying 2007 Interim Financial
Statements have been restated to give effect to correction of these and other
errors, primarily with regard to cut-off, which together have the effect of
decreasing revenue for the three and nine months ended September 30, 2007 by
approximately $520,000 and $126,000, respectively and decreasing net loss for
the three and nine months ended September 30, 2007 by approximately $1.8
million and $450,000, respectively, with a decrease of $0.30 and $0.36 in net
loss per share, respectively.

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

|                                 |  |                    |     |                   |  |      |   |      |     |   |  |     |  
|-------------------------------- |  | ------------------ | --- | ----------------- |  | ---- | - | ---- | --- | - |  | --- | -
|                                 |  | Three Months Ended |     | Nine Months Ended | 
|                                 |  |                    |     |                   | 
|                                 |  | September 30,      |     | September 30,     | 
|                                 |  |                    |     |                   | 
|                                 |  | 2008               |     | 2007              |  | 2008 |   | 2007 |    
|                                 |  |                    |     |                   |  |      |   |      |    
|Custom
 Group, Ltd.              |  |                    | 49  | %                 |  | 0    | % |      | 37  | % |  | 0   | %
|Pocket
 Kings, Ltd.              |  |                    | 51  | %                 |  | 0    | % |      | 17  | % |  | 0   | %
|The Mirage
 Casino Hotel         |  |                    | 0   | %                 |  | 39   | % |      | 19  | % |  | 39  | %
|Revlon
 Consumer Corp.s Mitchum |  |                    | 0   | %                 |  | 18   | % |      | 0   | % |  | 18  | %
|Blue Ocean
 Worldwide            |  |                    | 0   | %                 |  | 13   | % |      | 0   | % |  | 13  | %
|Other                            |  |                    | 0   | %                 |  | 30   | % |      | 27  | % |  | 30  | %
|                                 |  |                    |     |                   |  |      |   |      |     |   |  |     |  
|                                 |  |                    | 100 | %                 |  | 100  | % |      | 100 | % |  | 100 | %
|                                 |  |                    |     |                   |  |      |   |      |     |   |  |     |  

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

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

Sponsorship
and advertising revenue in the third quarter of 2008 was comprised of the
european production rights portion of our contract with Pocket Kings, Ltd.
During the nine months ended September 30, 2008, we recognized revenue of
approximately $454,000 related to our sponsorship and advertising package with
The Mirage Casino and Hotel and $395,000 related to our contract with Pocket
Kings, Ltd. Sponsorship and advertising revenue in the three and nine months
ended September 30, 2007 primarily represented the fair value of our
sponsorship and advertising package with The Mirage, which we recorded at
$405,000, $188,000 for our sponsorship package with Mitchum (through Van
Wagner, a sales agent), and $134,000 in additional barter revenue recorded in
trade for vendor credits.

Licensing
revenue. During the three and nine months ended
September 30, 2008, we recorded revenue related to our licensing contract with
the Custom Group. There was no licensing revenue recorded during 2007.

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

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

Sales and marketing.
Sales and marketing expense consists primarily of consulting, public relations,
sales materials and advertising. Sales and marketing decreased in the three and
nine months ended September 30, 2008 compared to the three and nine months
ended September 30, 2007 due to higher sales and marketing expenses in 2007
related to promotional activities related to the

16

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inaugural
event and the inclusion during 2007 of $800,000 in non-cash sales and marketing
expense related to the fair value of shares of our common stock issued pursuant
to the Custom Group agreement. This was partially offset in the current year by
the inclusion in the three and nine months ended September 30, 2008 of $150,000
and $450,000, respectively, of fair value of shares of our common stock issued
to a consulting group which provided public relations and promotional services.

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

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

In
January 2008, the note was replaced by a second promissory note in the
principal amount of $961,000, bearing interest at a rate of 12% per annum. This
new note was due on January 1, 2009. During the three and nine months ended
September 30, 2008, we recorded interest expense of approximately $28,000 and
$86,000 related to this note.

In
addition, in the second quarter of 2008, we borrowed an aggregate of $1,135,000
pursuant to convertible promissory notes, bearing interest at 6% per annum,
with a discount of $1.1 million that was recorded and is being amortized to
interest expense during 2008. We recognized interest expense related to the
amortization of the discount of approximately $0.7 million and approximately
$1.0 million during the three and nine months ended September 30, 2008,
respectively.

Off-Balance Sheet Arrangements

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

ITEM
4T. CONTROLS AND PROCEDURES.

(a)
Disclosure Controls and Procedures. As described above in the Explanatory
Note to this Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 2008 and Note 9 to our unaudited consolidated
financial statements, our management determined it was necessary to restate our
unaudited interim financial statements as of and for the three and nine months
ended September 30, 2008 and 2007.

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

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

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

17

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PART II  OTHER INFORMATION

ITEM
6. EXHIBITS

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

18

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SIGNATURES

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

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

19

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EXHIBIT
INDEX

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

20

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