UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-KSB






[X]
      ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December
      31, 2007[  ]TRANSITION REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACTFor
      the transition period from _________ to ________Commission
      file number 333-140685




World Series of Golf,
      Inc.(Name
      of small business issuer in its charter)Nevada
            87-0719383(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)5340
      S. Procyon St.Las Vegas,
      NV
            89118(Address
      of principal executive offices)
            (Zip
      Code)Issuer’s
      telephone number:  (702)
      740-1740




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredNone
            Not
      ApplicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredNone
            Not
      Applicable





Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past  12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.    Yes
[X]       No
[   ]





Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [   ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes
[  ]   No [ x ]





State
issuer’s revenue for its most recent fiscal year.  $980,414.00





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of a specified date within the past 60 days.  $29,429,106.75 as of March 3,
2008.





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. 21,399,999  Common Shares
as of February 4, 2008.





Transitional
Small Business Disclosure Format (Check One):  Yes: __; No X




Table of Contents





TABLE OF
CONTENTS





PagePART
      IItem 1.
            Description of Business
            3Item 2.
            Description of Property
            9Item 3.
            Legal Proceedings
            9Item 4.
            Submission of Matters to a Vote of Security
      Holders
            9PART
      IIItem 5.
            Market for Common Equity and Related Stockholder
      Matters
            10Item 6.
            Plan of Operation
            12Item 7.
            Financial Statements
            19Item 8.
            Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
            20Item 8A.
            Controls and Procedures
            20Item 8B.
            Other Information
            21PART
      IIIItem 9.
            Directors, Executive Officers, Promoters and Control Persons;
      Compliance With Section 16(a) of the Exchange Act
            21Item 10.
            Executive Compensation
            25Item 11.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            28Item 12.
            Certain Relationships and Related
    Transactions
            29Item 13.
            Exhibits
            29Item 14.
            Principal Accountant Fees and Services
            30




2
 Table of Contents




PART I


Item 1.   Description of Business




We were
originally incorporated on June 30, 2006 in Nevada. Our original plan of
operations was to complete manufacture of several alternative prototypes of the
Purse Hook, which is a proprietary clamp/hook device that attaches to the edge
of a table or other surface to provide a safe and elevated place to store a
purse.  We had planned to secure U.S. and non-U.S. patent protection
of its design, and to begin marketing of the product to manufacturers and
wholesalers worldwide.





Subsequent
to the end of the reporting period on January 31, 2008, we entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with World Series of Golf,
Inc., a privately held Nevada corporation (“World Series”), and WSG Acquisition,
Inc. (“Acquisition Sub”), a newly formed wholly-owned Nevada subsidiary. In
connection with the closing of this merger transaction, World Series merged with
and into Acquisition Sub (the “Merger”) on January 31, 2008, with the filing of
articles of merger with the Nevada Secretary of State.  Subsequently,
on February 1, 2008, we merged with our Acquisition Sub in a short-form merger
transaction under Nevada law and, in connection with this short form merger,
changed our name to World Series of Golf, Inc. effective February 1,
2008.





Following
the Merger, we will no longer pursue development of the Purse hook product and
have assigned all intellectual property related to the product back to its
inventor, who has agreed to indemnify us against any related
liabilities.  The Merger was accounted for as a “reverse merger”
because the stockholders of World Series owned a majority of the outstanding
shares of our common stock immediately following the Merger and now control our
board of directors. World Series was deemed to be the accounting acquirer in the
reverse merger.  The financial statements presented in this Annual
Report are those of the combined entity.





Prior to
the Merger, our fiscal year end was January 31, and the fiscal year end of World
Series was December 31.  Following the interpretive guidelines of the
Commission, we elected to formally change our fiscal year end to match our
accounting predecessor’s fiscal year end.  Our fiscal year end is now
December 31.





More
complete information regarding the Merger can be found in our Current Report on
Form 8-K and the exhibits thereto filed with the Securities and Exchange
Commission on February 1, 2008.





As result
of the Merger, we are now in the sports and entertainment industry and operate
as World Series of Golf, Inc.  We conduct golf tournament events under
a patent pending method of play format similar to Texas Hold ‘Em
poker.  We produce our own content for television, broadband and
online applications.  We conduct our operations from our headquarters
located at 5340 S. Procyon St., Las Vegas, Nevada, 89118.





The
Company




We are in
the sports and entertainment business.  Our premiere event is a golf
tournament played under a patent pending format similar to Texas Hold ‘Em
poker.  The Inaugural World Series of Golf was played May 13-16, 2007
in Las Vegas, Nevada and aired on NBC Sports. The event was hosted by the MGM
Mirage - the official casino and hotel of the World Series of Golf. The event
featured two Las Vegas style wrap-around parties - opening night and closing
night. The three day event with single day elimination was played at Primm
Valley Golf Club with 60 players participating.  The event was viewed
in over 2 million households on NBC Sports and had over 96 million internet
impressions. It aired on




3
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SKY
Sports in Europe and was featured in local, national and regional coverage
including the AP wire service.




The 2008
World Series of Golf will be played the week of May 12-15. There are more
applicants than playing positions and the event is expected to double in
size.  Our objective is to build a global brand with the finals
bringing players from all over the world to Las Vegas and creating the largest
payout of any golf tournament in the world. The World Series of Golf is also
preparing to launch the World Series of Golf Europe and The World Series of Golf
Online.




We also
own the rights to a number of other event titles, including the “World Series of
Men’s Professional Golfä”, “World Series of
Women’s’ Professional Golfä”, “World Series of Amateur
Golfä”, and the “World
Series of Club Championship GolfTM”. An application for the mark “World Series of
Golf®” was filed in Canada on December 6, 2004 and was approved by the Canadian
authority on September 27, 2005. We filed an international application for the
World Series of Golf® game format in any of the countries which are members of
the Patent Cooperation Treaty.  A United States patent application was
filed for the World Series of Golf® game format with the United States Patent
Trademark Office on October 5, 2004. The application is now patent
pending.




Principal
Products and Services




The
Game – WORLD SERIES OF GOLF TOURNAMENT PLAY





The World
Series of Golf® is a new golf tournament format incorporating the great game of
golf with the popular
game of poker. The World Series of Golf® is the Texas Hold ‘Em of golf and
features a hole-by-hole hit and bet, no limit amateur prize
tournament.  Players may bet, raise, check or fold after each round of
shots with no limit.  Players may go “all in” even if they cannot
match the bet.  Ties will split the pot.  In the event
everyone ties a hole, antes will carry over to the next hole.  Players
are eliminated when they cannot ante on a hole and may not buy back
in.  In the event of an “all-in” tie that results in the combined ante
carried over, a contestant will not be eliminated for being unable to meet the
minimum new ante.  He will play that hole as “all-in”.  A
dealer will be with each group to keep track of all wagers.





A draw
will be made on the first hole to determine the order of play.  Player
“one” will control the bet (button) on the first hole; player “two” will control
the bet (button) on the second hole; player “three” will control the bet
(button) on the third hole; player “four” will control the bet (button) on the
fourth hole.  On the fifth hole, the rotation starts again, until the
end.  All par three’s have an ante and the first wager is made prior
to any player hitting a shot. The player who has the button makes the first
wager prior to hitting the first shot.





The
following is an illustration of the order events for a day World Series of Golf
tournament.  This illustration is based upon the plans for our second
annual tournament in Las Vegas.  Our second annual World Series of
Golf is planned for May of 2008 and is expected to feature 125 players who will
buy-in to the tournament with $10,000 each.





Round One





For the
first round of the tournament, the 125 players will be randomly drawn and placed
into 25 fivesomes.  As a result of the $10,000 per-player buy-in, each
player’s bank will be $10,000.00 at the




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beginning
of the World Series of Golf.  Play will commence with preset tee
times.  The winner of each group will advance to play the other
winners in the second day of competition.





On the
first three holes of competition, players will ante $100.00 and double every
three holes until the round is completed (holes 1-3 = $100; holes 4-6 = $200;
holes 7-9 = $400; holes 10-12 = $800; holes 13-15 = $1,600; holes 16-18 =
$3,200).  The minimum bet starts at $100.00 and players can go “all
in” at any time. Any increases must be in $100.00 increments.  The
match continues until only one player in each foursome remains to play Round
Two.  If necessary, a playoff would continue the formula of doubling
the ante, i.e., the first through third playoff holes would be $6,400 ante and
the fourth hole would increase to a $12,800 ante, etc.





Round Two





The 25
players who advance to Round Two will be placed into five fivesomes. Each
player’s bank at the beginning of Round Two will be set at $50,000.00 in World
Series of Golf player’s cash. The winners of each of the five fivesome will
advance to the final round of competition.





On the
first three holes, the ante will be $500.00 and will double every three holes
until the round is completed (holes 1-3 = $500; holes 4-6 = $1,000; holes 7-9 =
$2,000; holes 10-12 = $4,000; holes 13-15 = $8,000; holes 16-18 =
$16,000).  The minimum bet starts at $500.00 and players can go “all
in” at any time. Any increases must be in $500.00 increments.  The
match continues until only one player remains in each of the five
groups.  The five group winners from Round Two will advance to play in
the Finals.  If necessary, a playoff would continue the formula with
the antes doubling on each playoff hole.





Round Three – the Finals





Five
players will play in one fivesome in the final round.  Each player’s
bank at the beginning of Round Two will be set at $250,000.00 in World Series of
Golf® player’s cash.





On the
first three holes, the ante will be $2,500.00 and will double every three holes
until the round is completed (holes 1-3 = $2,500; holes 4-6 = $5,000; holes 7-9
= $10,000; holes 10-12 = $20,000; holes 13-15 = $40,000; holes 16-18 =
$80,000).  The minimum bet starts at $2,500.00 and players can go “all
in” at any time. Any increases must be in $2,500.00 increments.  The
match continues until a winner is determined as the grand champion of the World
Series of Golf.  If necessary, a playoff would continue the formula of
doubling the ante on every hole.





As an
illustration of player payouts at the end of a tournament, we plan to pay the
following prizes to the top twenty-five finishers:






Winner
            $
            250,000.002nd
      Place
            
            60,000.003rd
      Place
            
            50,000.004th
      Place
            
            40,000.005th
      Place
            
            30,000.006th Place-25th
      Place
            
            10,000.00




5
 Table of Contents




Recap ofInaugural
World Series of Golf Tournament





The
Inaugural World Series of Golf was played May 13-16, 2007 in Las Vegas, Nevada.
The event was hosted by the MGM Mirage and featured Las Vegas style wrap-around
parties held on opening night and closing night. The single day elimination
tournament was played at Primm Valley Golf Club with 60 players
participating.  The players competed in 15 foursomes on day
one.  Fifteen players advanced to day two, where they competed in
three fivesomes. Five players competed in one fivesome played in the finals on
day three.  The players’ handicaps in the field ranged from a 2 to a
30. Three women played in the event.   In the first two rounds,
the players were placed into pre-flighted groups based on accredited handicaps
in an attempt to insure that all players played against those with similar skill
sets in the early rounds.  The first round was very competitive, with
eight of the fifteen matches going on to extra holes. On day two, three of the
five matches went to extra holes. Depending on the flight that the player
advanced through, the final day was played with staggered tees.  We
believe this format proved be fair and led to a more compelling competition. The
winner of the inaugural event was an 11 handicap.





The
inaugural event of the World Series of Golf attracted dozens of golf and
gambling enthusiasts that had skill levels ranging from a 2-handicap to a
40+.   The players came from all walks of life and included one
of the top money winners on the professional poker tour, a 60-year old retired
railroad conductor from Colorado, a milkman from Chicago, a professional
blackjack player, and a chef from one of Las Vegas’ five-star
restaurants.  The field of competition featured three female golfers,
including the CEO of a large construction company, a former Miss Nevada, and a
former Bond Girl.





D.R., a
Las Vegas-based professional gambler, took part in the tournament in between
conducting his duties as an official judge for the Hawaiian Tropic Beauty
Pageant which was held concurrently at the Mirage Hotel & Casino, the host
hotel for the World Series of Golf.  Other notable personalities
playing in the inaugural tournament included three top-five finishers from
recent World Series of Poker events, a former NFL quarterback, and a former
major league baseball player.





The
champion of the inaugural World Series of Golf was a day trader once named “most
eligible bachelor” in his hometown of Newport Beach, CA who had recently quit
his job to “take some chances in life.”  The 2007 champion sealed his
victory by betting “all-in” on his approach shot on the 373-yard par-4 16th hole
at Primm Valley Golf Club.





As part
of the inaugural World Series of Golf telecast, the producers weaved the
real-life stories and varied backgrounds of the players into the fabric of the
golf tournament telecast, providing viewers at home the opportunity to get to
know these players and start to care about them.  We believe the first
World Series of Golf broadcast featured people that were engaging and
interesting to watch, a key factor that we believe is often lost in televised
golf today.





We
accumulated over 275 beta tapes in the coverage of our inaugural event. The
event was aired on NBC Sports on June 23rd and 24th and was seen in almost 2
million households. Additionally, it aired in the U.K. on SKY
Sports.





Television
Strategy





We
anticipate that television will be one of the primary revenue generators for our
business.  We hope to continue to structure our broadcasts in the
manner of reality shows where viewers can follow the background stories and
play-by-play struggles of relatable and interesting ‘common person’
golfers.  We believe this type of presentation and approach to our
tournaments will lead to more watchable and compelling television than the
professional golf tournaments that are commonly broadcast on television




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today.
Through our player application process, we will attempt to select a varied
playing field for the World Series of Golf that will provide viewers with a
number of memorable characters and interesting story lines.   We
are currently working with Van Wagner Sports Group, an organization which
provides customized media sales and consulting services, to further develop of
our television strategy.





The
initial programming for the first World Series of Golf tournament was televised
on NBC.  As a lead-in to the tournament coverage for our 2008 event,
we plan broadcast a number of encore presentations of footage from the 2007
event.  We expect that our television programs will primarily be
postproduction events.  In the future, we hope to expand our
programming content with coverage of additional satellite qualifying tournaments
which may be held both U.S. and internationally. Our focus for each broadcast
will be to create compelling storylines through the use of a reality-type
production format.





Tournament
Operations and Management





For
on-course management of our World Series of Golf events, we utilize the services
of Octagon, a global sports and entertainment marketing firm.  Through
the event management company, we provide training of tournament personnel,
hardware, software, signage, training and maintenance support.  The
event management company is also responsible for maintaining the accuracy of the
rules of the tournaments.





To insure
a well-rounded field of players who are more likely to present compelling
television footage, potential players in the World Series of Golf submit to an
application process. We are currently accepting applications for our 2008 annual
tournament and we expect to cap the event at 125 players.  Players for
the 2008 World Series of Golf will arrive in Las Vegas on Monday, May
12.  An opening night draw party will be held on Monday evening.
Twenty-five groups will play the Day One single-day elimination
round.  The players advancing out of Round One will get paid. On Day
Two, twenty-five players will compete in five fivesomes. Five players will
advance to the finals played on Day Three, Thursday, May 16.  The five
finalists will play for $430,000 in prize money. The winner will receive
$250,000.00. We will conclude the event with a closing night Las Vegas
extravaganza party at the host hotel, The Mirage.





The
Mirage hotel and casino is the official hotel and casino host for our Las Vegas
event.  The Mirage is located in the heart of the strip in Las Vegas
and has over 3,000 rooms and over 100,000 square feet of gaming area. The Mirage
will provide a command center and the gathering point for our Las Vegas
tournaments and will be the location for our wrap-around social events related
to the tournament.





In the
future, we plan to attract player registration for our events in two fashions.
The first method would be through sponsor-paid exemptions. These playing spots
would be paid for by our event sponsors to be utilized by the sponsors in their
course of business. The second method would be through an awareness campaign
designed to push potential players to our Internet site.





Internet
Video Games – Joint Venture With World Golf Tour





We are
currently working with the World Golf Tour (WGT) to develop our patent-pending
method of conducting golf tournaments play for online play. WGT (website:
www.worldgolftour.com) designs and develops video games to be played on the
Internet. We believe that the Internet has proven to be a superior medium for
the modern day lifestyle, with the on-demand nature of the media combined with
instant communications bringing people together quickly and
affordably.  Taking our example from the emergence of online poker
from the traditional live game of poker, we hope to expand our business




7
 Table of Contents




model to
the Internet by attracting golfers and golf enthusiasts who play computer games
to an online version of the World Series of Golf.





WGT is
currently offering is a patent-pending broadcast-quality virtual golf game that
connects people online, enabling them to compete in golf tournaments and golf
contests. The WGT’s current online golf game enables a player to interact with a
community and start playing online immediately, with no need to install or
download the game.





In
cooperation with the highly qualified key personnel at WGT, we hope build upon
WGT’s progress in developing virtual golf games for the Internet to build an
on-line version of the World Series of Golf which can be played by multiple
players together online and in a real-time tournament format.




Marketing




We will
directly market our tournaments to the general public. We plan to work with the
marketing department of the Mirage to tailor a marketing plan for our annual Las
Vegas event. We anticipate that a portion of the sponsorship fees will be used
to promote the tournament.  Advertising within The Mirage property may
include in-house television channels, plasma boards, outside marquee signs,
table tents, flyers, slot toppers and show cards to stimulate curiosity and
tournament play. The Company will also seek to align itself with high-end
publications that talk directly to our marketplace.




Internet





The
Internet is our primary communication tool and provides our primary registration
process. Our website has been developed in cooperation with OMS Online, a
national website and ecommerce operators.  Our website went live in
June of 2006 and started taking player applications from the public in July of
2006.   Through the website, we are now taking player
applications for the 2008 event. On our website, we have been able to develop a
series of links which include the Las Vegas Convention and Visitors Authority,
our casino host, sponsors, golf publications, and search engines.


OMS
online has also developed an online e-commerce store for the World Series of
Golf® which integrates into the OMS e-commerce
solution.   Through our online store, we offer a variety of World
Series of Golf logo and branded merchandise.





Although
our primary Internet domain is worldseriesofgolf.com, we own
a number of domain names including:






theworldseriesofgolf.com
            theworldseriesofgolffinals.comtheworldseriesofgolflasvegas.com
            worldseriesofgolf.infoworldseriesofgolf.tv
            worldseriesofgolffinals.comworldseriesofgolflasvegas.com
            worldseriesofgolftournament.comwsglasvegas.com
            wsglv.combritishworldseriesofgolf.com
            canadianworldseriesofgolf.comworldseriesofgolf.net
            europeanworldseriesofgolf.comworldseriesofgolf.org




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Publications





We have
agreed that GolfWorld, a Conde Nast publication and a part of the Golf Digest
family of magazines, will be our exclusive golf
publication.  GolfWorld is a weekly subscriber based publication with
almost 300,000 subscribers.  Locally, Vegas Golfer magazine provides a
special annual issue covering the World Series of Golf.




Intellectual
Property





Mr.
Kenneth L. Maul, our former Secretary/ Treasurer and a former director, is the
inventor of the World Series of Golf game. On October 5, 2004, Mr. Maul
submitted a U.S. utility patent application (Application No. 10/958,933) for the
invention, entitled “Method for Conducting Sports Tournaments With Wagering.”
The patent application is currently pending with no action having been taken by
the Patent Office as of this date.  Mr. Maul has assigned all right,
title and interest in the patent application to WSG.  M & S
Investments LLC, a limited liability company owned 50/50 by Mr. Maul and Mr.
John Slitz, our Chairman and a director, has obtained U.S. Trademarks for World
Series of Golf®; World Series of Professional Men’s Golfä, World Series of
Professional Women’s Golfä, and World Series of
Amateur Golfä. M&S
Investments has also applied for U.S. trademark protection for “World Series of
Golf Club Championship.” M&S Investments has assigned all rights to these
marks to WSG. The Company intends to protect any future products it develops
through a combination of patents, trademarks and copyrights.





Research
and Development Expenditure





We have
not incurred any research or development expenditures since our
incorporation.





Employees





As of
January 31, 2008, the Company had five employees, including the three officers
of the Company. The Company does plan on hiring additional employees in the
future.





Item 2.   Description of Property





We do not own any real
property.  Ourcorporate offices at 5340 S. Procyon St. in Las
Vegas, Nevada are leased from Sun Media at a cost of $1,600 per
month.





Item 3.   Legal Proceedings





As of
December 31, 2007, we were not a party to any pending legal proceeding and were
not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of 5% or more of our voting securities are
adverse to us or have a material interest adverse to us.





Item 4.   Submission of Matters to a Vote of Security
Holders





No
matters were submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2007.





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PART II





Item 5.    Market for Common Equity and Related
Stockholder Matters





Market
Information





Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by the NASD.  The OTCBB is a network of security dealers who
buy and sell stock.  The dealers are connected by a computer network
that provides information on current "bids" and "asks", as well as volume
information.  As of March 4, 2008, our shares were quoted on the OTCBB
under the symbol “WSGF.”  Formerly, our shares have been quoted under
the symbols “ICSU” and “INVP.”





The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the
OTCBB.  These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.





Fiscal
      Year Ending December 31, 2007Quarter
      Ended
            
            High
      $
            
            Low
      $December
      31, 2007
            
            0
            
            0September
      31, 2007
            
            $0.33
            
            $0.18June
      30, 2007
            
            $0.30
            
            $0.12March
      31, 2007
            
            n/a
            
            n/a





Penny
Stock





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the




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securities
laws; (c) contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the spread
between the bid and ask price; (d) contains a toll-free telephone number for
inquiries on disciplinary actions; (e) defines significant terms in the
disclosure document or in the conduct of trading in penny stocks; and (f)
contains such other information and is in such form, including language, type
size and format, as the SEC shall require by rule or regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.





Holders
of Our Common Stock





As of
February 4, 2007, we had approximately (131) holders of record of our common
stock.





Dividends





There are
no restrictions in our articles of incorporation or bylaws that restrict us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:





1.
            We
      would not be able to pay our debts as they become due in the usual course
      of business; or





2.
            Our
      total assets would be less than the sum of our total liabilities, plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.




11
 Table of Contents




Securities
Authorized for Issuance Under Equity Compensation Plans





Equity
Compensation Plans as of March 4, 2008





A
            B
            CPlan
      Category
            Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            Weighted-average
      exercise price of outstanding options, warrants and right
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (A))Equity
      compensation plans approved by security
              holders
      (1)
            -
            -
            -Equity
      compensation plans not approved by security holders (1)
            -
            -
            -Total
            -
            -
            -




(1)
            We have adopted a stock option
      plan which provides for the issuance of incentive stock
      options.  Our board has set aside 2,000,000 shares of common
      stock for issuance under the plan.  To date, we have not issued
      any options under the
plan.








Item 6.  Plan of Operation





Forward-Looking
Statements




Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934.   These forward-looking




12
 Table of Contents




statements
generally are identified by the words “believes,” “project,” “expects,”
“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar
expressions.  We intend such forward-looking statements to be covered
by the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor
provisions.  Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Strategic
Plan




Our
strategic plan is based on management’s belief that it will take three
successful events, along with the development of an online accessible game, to
obtain acceptance of the World Series of Golf® as a method of play and establish
it as a brand in the mind of players.   The first event being
viewed by management as a means to prove the game concepts works and establish
it as an authentic concept.  The second event being seen as the means
to show that the game can be grown and that the first event was not just a
fluke.  The third event being viewed as the means to validate the game
in the mind of players and the public generally.





Management
sees the development and acceptance of the Online game as critical to getting
the game’s method of play to a significantly larger number of players than would
be possible if we only offered a land based event.  The larger number
of players and greater regularity of game events, are expected to raise
significantly more revenues for us over time.





We
succeeded in completing the inaugural event in Las Vegas on May 13-16,
2007.  According to the statistics we received, it was viewed in over
2 million households on NBC Sports and had over 96 million internet impressions
from our online component. It aired on SKY Sports in Europe and was featured in
local, national and regional coverage in the U.S., including the AP wire
service.  The 2008 annual event is being planned for the week of May
12-15, 2008 and management expects to double the size of the event to 125
competitors.    Our online component is in the process of
development and should be released in a beta test format during the second half
of the year, with a public launch targeted for 2009. At this time, our third
major event in Las Vegas is expected to be planned for the following year at
about the same time of year, in May 2009.





13
 Table of Contents




Year One -- Proof of Concept
and Establishing Authenticity




During
the year ended December 31, 2007, our primary objective was to establish proof
of our unique concept and to create an authentic and successful event based upon
our proprietary method of tournament golf play.  Our first tournament
was viewed by over 2 million households and has generated a very positive
overall response.  The popularity of the inaugural 60-player event has
led to more applicants than player positions available for the expanded
125-player tournament planned for May 12-15, 2008.




Management
believes it has succeeded  in establishing the World Series of Golf
game format as a legitimate and enjoyable method of play.  Our
strategy going forward in 2008 will thus be to expand and broaden the game play
and acceptance generally.




Year Two -- Event Growth and
Online Development




Our plan
of operations for the 2008 fiscal year will build upon the success of our
inaugural event  and will focus on two distinct but complimentary
methods of play: land based events and online play.





Growth
of Land-Based Events





Our
land-based tournament events generate revenue directly through the $10,000
buy-in paid by each tournament player.  To expand the revenues created
directly by our land-based events, we must expand the number of tournaments and
players.  Our flagship World Series of Golf tournament will continue
to be played in Las Vegas, Nevada for the foreseeable future as it continues to
grow in size.   In this regard, we have increased the number of
players from 60 to 125to accommodate the number of player requests, which have
already exceeded the number of spots available.





In
addition, we hopeto open a London office with partners in 2008 in order to
expand operations and play into Europe. Our first European event is projected to
take place in Penha Longa, Portugal and is tentatively scheduled for September
or October of 2008.  Our European events are expected to be varied in
size, but all played under our patent pending format. We anticipate the events
to be similar to those hosted in Las Vegas, featuring a buy-in for each player
(projected to be £10,000) and a three-to-four day elimination tournament. We
will also explore the creation of made-for-television events (i.e., USA vs.
Europe) played in a Ryder Cup style. Many of our current partners, vendors and
affiliates have a global presence. These global ties are expected to provide
valuable assistance with the expansion of our tournaments to Europe and
beyond.





Another
part of of plans for growing our land based events involves television and
broadband media.  Under our current broadcast media strategy, we
retain the broadcast rights to our events and related content and air the events
through the purchase of broadcast time from a major
network.   Revenues are then generated through the sale of
advertising sponsorships.  In the short term, this strategy foregoes
the potentially higher net revenues which may be attainable through an outright
sale of the television rights to our events.  At the current time,
however, we believe




14
 Table of Contents




the long
term interests of the company are better served by increasing our media presence
and growing and expanding the awareness, appeal, and overall value of our events
and the related telecast rights.  We thus plan to continue this
strategy through the end of the 2008 fiscal year.





Ultimately,
after we have better established our game as a compelling television event, we
would like to find a permanent telecast home for flagship event in Las
Vegas.  The primary contenders for a permanent relationship at this
time would be The Golf Channel in the U.S. and SKY Sports in
Europe.





Our
inaugural event was aired on NBC. It generated a .9 rating (about 2 million
households). As with any first year event, however, it was difficult to find the
proper pacing. The NBC telecast was therefore acceptable, but not exemplary. We
believe the game is better shown on TV as a reality show in episodic form rather
than as a golf tournament. Not completely satisfied with the results obtained in
the inaugural telecast, we have hired Echo Entertainment in Los Angeles, post
production specialists, who primarily edit poker based shows (including NBC’s
Poker After Dark). We have also approached Comcast/The Golf Channel with the
idea of repurposing parts of the ‘07 footage.  If The Golf Channel
green-lights the project after viewing the pilot, we would air 4-6 one hour
reality based episodes repurposing the ‘07 footage as a teaser just prior to our
‘08 event.





We
re-aired our 2007 NBC telecast on SKY Sports in Europe.  We received
favorable response and are currently engaged in conversations whereby SKY Sports
would be the home of The World Series of Golf and air our European events when
played.     The European destinations that would host
our events are searching for television exposure and having thus having a strong
European media partner would strengthen our position immensely.




Broadcasting
our events through SKY Sports may also provide additional opportunities through
their subscription service known as “In-Play.”  This service allows
for viewers in Europe to participate in legal, real-time wagering on live sports
events during play.   The potential for broadcasting a World
Series of Golf event in conjunction with this service has raised SKY Sports’
interest in made-for-television events that could be aired live utilizing our
format. Conversations in this regard are currently ongoing.




Online
Game Development




Management
believes that much of our potential for long-term growth resides with the
development of an online game and revenue base.  The number of
participants in our land-based events is inherently limited by the requirements
of bringing players together in one place, by the $10,000 high-stakes buy-in,
and by the logistical challenges that will mount in any live event as more and
more participants are added.   By bringing our proprietary game
to the Internet, we hope  to transcend these limitations.





The
online game being developed in partnership with the World Golf
Tour  will contain several valuable features: it will (1) require
users to register; (2) allow people to play and get familiar with our format and
(3) encourage the development of a social networking community related to




15
 Table of Contents




the game
and its online play.  Through the online game, the World Series of
Golf we expect to be able to conduct events 24 hours a day, seven days a week.
Players will be able to compete varied types of play, including 3 hole, 6 hole,
9 hole, or 18 hole events. Most of these events will be buy-in
events.  Registered players will acquire credits and then use these
credits to participate in the online events they choose. Management expects this
to not only drive revenue, but give the users an opportunity to learn the
format.





We plan
to launch our beta site, featuring a three hole game, in the second half of 2008
and anticipate our fully functional online site to go live in 2009. We
anticipate leveraging our land based events, media and strategic partner
relations to drive traffic to the online game site.





Once a
critical number of players have familiarized themselves with our game and have
refined their skills using our U.S.-based online game, we will explore
opportunities to incorporate online gaming into the online games. Under the
terms of our agreement with The World Golf Tour, we have the right to license
the operating system being developed to create a gambling platform to put on top
of our game and operate in those parts of the world where online gaming is
legal.





Year Three -- Validity and
Long-Term Success







Management
believes that the 2009 fiscal year upon the completion of our third inaugural
event will be the turning point at which we will be able to establish our
business as a viable growing concern that is well positioned for long-term
profitability and success.  The successful completion of our third
flagship World Series of Golf event in the Spring of 2009 is expected to put us
over the proof of concept stage and establish the long term staying power of our
brand.  Also during 2009, we expect to launch the fully-functional
version of our online game site and to begin building our online following and
community, generating the increase revenues we will need to grow the business
over time.




Financing




From our
inception through the end of 2007, our operations and development have been
funded with private equity investments, which have been the source of
approximately $4.5 million in operating capital to date.  Through the
Merger, we have become a public reporting company whose common stock is quoted
on the Over the Counter Bulletin Board.  We believe that our
transition to public status will assist us in gaining access to broader sources
of capital than were available to us as a private company.




Following
the Merger, we have embarked on a financing of up to $5 million in the form of a
private offering of common stock and warrants to purchase common
stock.  The funds to be raised through this financing, together with
our current cash on hand and projected revenues, should enable us to perform our
planned operations and business development activities throughout the 2008
fiscal year.




In the
second half of 2008, we expect to embark on a larger equity financing with the
goal of raising capital sufficient to fund our long term expansion and
development efforts.  This




16
 Table of Contents




financing
will seek to raise between $10 million and $20 million, primarily from
institutional investors.




Governmental
Regulation





We are
not currently subject to direct regulation by any governmental agency, other
than laws and regulations generally applicable to businesses. Our gaming law
counsel has opined that the wagering involved in our unique form of golf
tournament play constitutes a method of keeping score and not a form of gaming
subject to control and/or regulation by the Nevada Gaming
Commission.  In addition, our counsel has opined that our planned
online games to be offered via the Internet are games of skill and not gambling
subject to federal regulations regarding Internet gambling.





It
is possible, however, that our golf tournaments and online games could become
the subject of future federal or state gaming legislation or regulations or that
federal or state authorities could take the position that our planned activities
are subject to existing regulations.  In addition, it is possible that
a number of laws and regulations may be adopted in the U.S. and abroad with
particular applicability to the Internet.  Please see “Risk Factors”
for more information.





Employees





As of
December 31, 2007, we had five employees, including our three named executive
officers.





Research
and Development





As of
December 31, 2007, we have not conducted any research or
development





Purchase
and Sale of Significant Equipment





As of
December 31, 2007, we did not anticipate any purchase or sale of equipment over
the next twelve months.





Results
of Operations for the Year Ended December 31, 2007





We
generated $980,414 in revenue during the fiscal year ended December 31, 2007,
compared to revenues of $869,030 during the fiscal year ended December 31, 2006.
During the fiscal year ended December 31, 2007, we incurred operating expenses
in the amount of $5,187,286, of which $2,630,556 was general and administrative,
$1,663,537 was sponsor expenses, $729,043 was management fees, $116,225 was
professional fees, and $47,925 was depreciation and amortization.  Our
total net loss for the fiscal year ended ended December 31, 2007 was $4,850,493,
compared to a total net loss of $1,692,871 for the fiscal year ended December
31, 2006.





Our
losses for this period are attributable to operating expenses in excess of our
gross revenues.




17
 Table of Contents




Liquidity
and Capital Resources





As of
December 31, 2007, we had current assets in the amount of $431,874, consisting
of $244,914 in cash and cash equivalents and $186,960 in accounts receivable. As
of December 31, 2007, we had current liabilities in the amount of $1,035,288,
consisting of $59,135 in accounts payable, a note payable to a shareholder in
the amount of $912,653 and $63,500 in other current liabilities. This
combination of current assets and current liabilities resulted in working
capital deficit in the amount of $603,414 as of December 31, 2007.





We have
not attained profitable operations and may be dependent upon obtaining financing
to pursue our long-term business plan.  For these reasons our auditors
stated in their report that they have substantial doubt we will be able to
continue as a going concern.





The
Company has approved a $5.5 million operating budget for 2008.  We
expect to generate revenues consisting of $1.25 million in player buy-ins for
our annual Las Vegas tournament.  Our goal and expectation is to
generate approximately $1.5 million to $2 million in sponsorship sales,
including $500,000 to $750,000 for the title sponsorship.  Additional
revenues would be realized from player buy-ins and sponsorship sales from our
first European event tentatively slated for late 2008, as well as international
distribution of our content by IMG.  Finally, the company’s stock
purchase and licensing agreements with The Custom Group call for a total of for
$2 million to be paid to us at a rate of $200,000 per month beginning January,
2008




We
believe that our planned equity financing, together with our anticipated
revenues and cash-on-hand, will allow us to meet our budget and execute on our
strategic plan during the 2008 fiscal year.




Off
Balance Sheet Arrangements





As of
December 31, 2007, there were no off balance sheet arrangements.





Going
Concern





We have
not attained profitable operations and are dependent upon obtaining financing to
execute on our business plan. For these reasons our auditors stated in their
report that they have substantial doubt we will be able to continue as a going
concern.





Our
ability to continue as a going concern is dependent our generating cash from the
sale of our common stock and/or obtaining debt financing and attaining future
profitable operations. Management’s plans include selling our equity securities
to fund our capital requirements and




18
 Table of Contents




ongoing
operations; however, there is no assurance we will be successful in these
efforts.




Item 7.   Financial Statements





Index to
Financial Statements:





Audited
      Financial Statements:F-1
            Report of Independent Registered Public Accounting
      FirmF-2
            Balance Sheets as of December 31, 2007, December 31, 2006, and
      December 31, 2005F-3
            Statements of Operations – fiscal years ended December 31,
      2007, December 31, 2006, and December 31, 2005F-4
            Statement of Stockholders’ Equity (Deficit) for the period from
      December 31, 2004 to December 31, 2007F-5
            Statements of Cash Flows – fiscal years ended December 31,
      2007, December 31, 2006, and December 31, 2005F-6
            Notes to Financial
Statements




19
 Table of Contents


MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB REGISTERED
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 World
Series of Golf, Inc.
  We have
audited the accompanying balance sheet of World Series of Golf, Inc. as of
December 31, 2007, December 31, 2006 and December 31, 2005, and the related
statements of operations, stockholders’ equity and cash flows for the years
ended December 31, 2007, December 31, 2006 and December 31, 2005. These
financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of World Series of Golf, Inc. as of
December 31, 2007, December 31, 2006 and December 31, 2005, and the related
statements of operations, stockholders’ equity and cash flows for the years
ended December 31, 2007, December 31, 2006 and December 31, 2005, in conformity
with accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company does not have an established source of
revenues sufficient to cover its operating costs, which raises substantial doubt
about its ability to continue as a going concern.  Management’s plans
concerning these matters are also described in Note 3.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates Chartered
 Las
Vegas, Nevada
 March 17,
2008
 
 
 2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501
  F-1
 Table of Contents
 WORLD
SERIES OF GOLF, INC.
 Balance Sheets


ASSETSDecember
      31,2007
              
              
              December
      31,2006
              
              
              December
      31,2005CURRENT
      ASSETSCash
              $
              244,914
              
              $
              298,934
              
              $
              1,091Accounts
      receivable
              
              186,960
              
              
              -
              
              
              -Inventory
              
              -
              
              
              -
              
              
              370Total
      Current Assets
              
              431,874
              
              
              298,934
              
              
              1,461FIXED
      ASSETS, net
              
              190,627
              
              
              9,361
              
              
              -TOTAL
      ASSETS
              $
              622,501
              
              $
              308,295
              
              $
              1,461LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
              $
              59,135
              
              $
              -
              
              $
              -Convertible
      debt, net
              
              912,653
              
              
              -
              
              
              -Other
      current liabilities
              
              63,500
              
              
              28,705
              
              
              -Total
      Current Liabilities
              
              1,035,288
              
              
              28,705
              
              
              -LONG-TERM
      LIABILITIES
              
              -
              
              
              -
              
              
              -Total
      Liabilities
              
              1,035,288
              
              
              28,705
              
              
              -STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock; 50,000,000 shares authorized,at $0.001 par value,
      21,399,999, 8,629,568 and 5,689,825
                  shares issued
      and outstanding, respectively
              
              21,399
              
              
              8,629
              
              
              5,690Additional
      paid-in capital
              
              8,109,520
              
              
              1,964,371
              
              
              (3,690)Stock
      subscription receivable
              
              (2,000,000)
              
              
              -
              
              
              -Accumulated
      deficit
              
              (6,543,706)
              
              
              (1,693,410)
              
              
              (539)Total
      Stockholders' Equity (Deficit)
              
              (412,787)
              
              
              279,590
              
              
              1,461TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)
              $
              622,501
              
              $
              308,295
              
              $
              1,461


The
accompanying notes are an integral part of these financial
statements.
  F-2
 Table of Contents
 WORLD
SERIES OF GOLF, INC. Statements of Operations
  For
      the YearsEndedDecember
      31,2007
                    
                    
                    2006
                    
                    
                    2005REVENUES
                    $
                    980,414
                    
                    $
                    869,030
                    
                    $
                    -COST
      OF SALES
                    
                    643,621
                    
                    
                    86,930
                    
                    
                    -GROSS
      PROFIT
                    
                    336,793
                    
                    
                    782,100
                    
                    
                    -EXPENSESManagement
      fees
                    
                    729,043
                    
                    
                    299,160
                    
                    
                    -Depreciation
      and amortization
                    
                    47,925
                    
                    
                    648
                    
                    
                    -Sponsor
      expenses
                    
                    1,663,537
                    
                    
                    870,000
                    
                    
                    -Professional
      fees
                    
                    116,225
                    
                    
                    -
                    
                    
                    -General
      and administrative
                    
                    2,630,556
                    
                    
                    1,305,163
                    
                    
                    539Total
      Expenses
                    
                    5,187,286
                    
                    
                    2,474,971
                    
                    
                    539OPERATING
      LOSS
                    
                    (4,850,493)
                    
                    
                    (1,692,871)
                    
                    
                    (539)OTHER
      INCOME (EXPENSES)Total
      Other Income(Expenses)
                    
                    197
                    
                    
                    -
                    
                    
                    -NET
      LOSS
                    $
                    (4,850,296)
                    
                    $
                    (1,692,871)
                    
                    $
                    (539)BASIC
      LOSSPER SHARE
                    $
                    (0.42)
                    
                    $
                    (0.24)
                    
                    $
                    (0.00)WEIGHTED
      AVERAGENUMBER OF SHARESOUTSTANDING
                    
                    11,514,784
                    
                    
                    7,159,697
                    
                    
                    5,689,825
 
 The
accompanying notes are an integral part of these financial
statements.
  F-3
 Table of Contents
 WORLD
SERIES OF GOLF, INC.
 Statements of Stockholders' Equity (Deficit)
 Common
      Stock

                    Shares                      
      Amount
                
                
                AdditionalPaid-in

                    Capital
                
                
                StockSubscription

                    Receivable
                
                
                Accumulated

                    Deficit
                
                
                TotalBalance,
      December 31, 2004
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Common
      stock issued forcash at $0.001 per
share
                5,689,825
                
                
                5,690
                
                
                (3,690)
                
                
                -
                
                
                -
                
                
                2,000Net
      loss for the yearended December 31, 2005
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (539)
                
                
                (539)Balance,
      December 31, 2005
                5,689,825
                
                
                5,690
                
                
                (3,690)
                
                
                -
                
                
                (539)
                
                
                1,461Common
      stock issued forcash at $0.94 per share
                895,199
                
                
                895
                
                
                839,105
                
                
                -
                
                
                -
                
                
                840,000Common
      stock issued forcash at $0.33 per share
                1,062,101
                
                
                1,062
                
                
                352,938
                
                
                -
                
                
                -
                
                
                354,000Common
      stock issued forservices at $0.79 per
    share
                982,443
                
                
                982
                
                
                776,018
                
                
                -
                
                
                -
                
                
                777,000Net
      loss for the yearended December 31, 2006
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,692,871)
                
                
                (1,692,871)Balance,
      December 31, 2006
                8,629,568
                
                
                8,629
                
                
                1,964,371
                
                
                -
                
                
                (1,693,410)
                
                
                279,590Common
      stock issued forcash at $1.05 per share
                4,323,319
                
                
                4,323
                
                
                4,554,677
                
                
                (2,000,000)
                
                
                -
                
                
                2,559,000Common
      stock issued forservices at $1.05 per
    share
                1,447,113
                
                
                1,447
                
                
                1,524,553
                
                
                -
                
                
                -
                
                
                1,526,000Contributed
      capital
                -
                
                
                -
                
                
                24,885
                
                
                -
                
                
                -
                
                
                24,885Beneficial
      conversion featureof convertible debt
                -
                
                
                -
                
                
                48,034
                
                
                -
                
                
                -
                
                
                48,034Recapitalization
                6,999,999
                
                
                7,000
                
                
                (7,000)
                
                
                -
                
                
                -
                
                
                -Net
      loss for the yearperiod ended December 31,
    2007
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (4,850,296)
                
                
                (4,850,296)Balance,
      December 31, 2007
                21,399,999
                
                $
                21,399
                
                $
                8,109,520
                
                $
                (2,000,000)
                
                $
                (6,543,706)
                
                $
                (412,787)
  The
accompanying notes are an integral part of these financial
statements.
  F-4
 Table of Contents
 WORLD
SERIES OF GOLF, INC. Statements of Cash Flows
 For
      the YearEndedDecember
      31,2007
                
                
                2006
                
                
                2005CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                $
                (4,850,296)
                
                $
                (1,692,871)
                
                $
                (539)Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
                
                47,925
                
                
                648
                
                
                -Common
      stock issued for services
                
                1,526,000
                
                
                777,000
                
                
                -Changes
      in operating assets and liabilities(Increase)
      decrease in accounts receivable
                
                (186,960)
                
                
                -
                
                
                -(Increase)
      decrease in inventory
                
                -
                
                
                370
                
                
                (370)Increase
      (decrease) in accounts payable
                
                59,135
                
                
                -
                
                
                -Increase
      (decrease)  in other current liabilities
                
                34,795
                
                
                28,705
                
                
                -Net
      Cash Used by Operating Activities
                
                (3,369,401)
                
                
                (886,148)
                
                
                (909)CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets
                
                (229,191)
                
                
                (10,009)
                
                
                -Net
      Cash Used in Investing Activities
                
                (229,191)
                
                
                (10,009)
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIESIncrease
      in note payable - related party
                
                985,572
                
                
                -
                
                
                -Common
      stock issued for cash
                
                2,559,000
                
                
                1,194,000
                
                
                2,000Net
      Cash Provided by Financing Activities
                
                3,544,572
                
                
                1,194,000
                
                
                2,000NET
      DECREASE IN CASH
                
                (54,020)
                
                
                297,843
                
                
                1,091CASH
      AT BEGINNING OF PERIOD
                
                298,934
                
                
                1,091
                
                
                -CASH
      AT END OF PERIOD
                $
                244,914
                
                $
                298,934
                
                $
                1,091SUPPLEMENTAL
      DISCLOSURES OFCASH FLOW INFORMATIONCASH
      PAID FOR:Interest
                $
                46,380
                
                $
                -
                
                $
                -Income
      Taxes
                $
                -
                
                $
                -
                
                $
                -
  The
accompanying notes are an integral part of these financial
statements.
  F-5
 Table of Contents
 WORLD
SERIES OF GOLF, INC.
 Notes to the Financial Statements
 December
31, 2007 and December 31, 2006
 
 NOTE 1
-  ORGANIZATION AND HISTORY
  World
Series of Golf, Inc. (the Company) was incorporated in December 9, 2003 in the
State of Nevada. The Company is engaged in operating a number of golf related
events under the World Series of Golf banner.
 
 NOTE 2
-  SIGNIFICANT ACCOUNTING POLICIES
  a.  Accounting
Method
  The
Company's consolidated financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year-end.
  b.  Basic
Income Per Share
   For the Year
      Ended December 31,
      2007Income
                    (Numerator)
                  
                  Shares
                    (Denominator)
                  
                  
                  Per
      Share
                    Amount$
                  (4,850,296)
                  
                  11,514,784
                  
                  $
                  (0.42)
    For the Year
      Ended December 31,
      2006Income
                    (Numerator)
                  
                  Shares
                    (Denominator)
                  
                  
                  Per
      Share
                    Amount$
                  (1,692,871)
                  
                  7,159,697
                  
                  $
                  (0.24)
  The
computations of basic loss per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial statements.
There are no common stock equivalents outstanding.
 
 c.  Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
  d.  Fair
Value of Financial Instruments
  As at
December 31, 2007, the fair value of cash and accounts and advances payable,
including amounts due to and from related parties, approximate carrying values
because of the short-term maturity of these instruments.
  e.  Recently
Issued Accounting Pronouncements
  In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands
  F-6
 Table of Contents
 WORLD
SERIES OF GOLF, INC.
 Notes to
the Financial Statements
 December
31, 2007 and December 31, 2006
 
 NOTE 2
-  SIGNIFICANT ACCOUNTING POLICIES (Continued)
  e.  Recently
Issued Accounting Pronouncements (Continued)
  disclosures
about fair value measurements. Where applicable, SFAS No. 157 simplifies
and codifies related guidance within GAAP and does not require any new fair
value measurements. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. Earlier adoption is encouraged. The
Company does not expect the adoption of SFAS No. 157 to have a significant
effect on its financial position or results of operation.
   In
June 2006, the Financial Accounting Standards Board  issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109”, which prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return.  FIN 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006.  The Company does not expect the adoption of FIN 48
to have a material impact on its financial reporting, and the Company is
currently evaluating the impact, if any, the adoption of FIN 48 will have on its
disclosure requirements.
  In March 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 156, “Accounting for Servicing of Financial
Assets—an amendment of FASB Statement No. 140.” This statement requires an
entity to recognize a servicing asset or servicing liability each time it
undertakes an obligation to service a financial asset by entering into a
servicing contract in any of the following situations: a transfer of the
servicer’s financial assets that meets the requirements for sale accounting; a
transfer of the servicer’s financial assets to a qualifying special-purpose
entity in a guaranteed mortgage securitization in which the transferor retains
all of the resulting securities and classifies them as either available-for-sale
securities or trading securities; or an acquisition or assumption of an
obligation to service a financial asset that does not relate to financial assets
of the servicer or its consolidated affiliates. The statement also requires all
separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, if practicable, and permits an entity to choose either
the amortization or fair value method for subsequent measurement of each class
of servicing assets and liabilities. The statement further permits, at its
initial adoption, a one-time reclassification of available for sale securities
to trading securities by entities with recognized servicing rights, without
calling into question the treatment of other available for sale securities under
Statement 115, provided that the available for sale securities are identified in
some manner as offsetting the entity’s exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently
measure at fair value and requires separate presentation of servicing assets and
servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosuresfor
all separately recognized servicing assets and servicing liabilities. This
statement is effective for fiscal years beginning after September 15, 2006, with
early adoption permitted as of the beginning of an entity’s fiscal year.
Management believes the adoption of this statement will have no immediate impact
on the Company’s financial condition or results of operations.
 
 F-7
 Table of Contents
 WORLD
SERIES OF GOLF, INC.
 Notes to
the Financial Statements
 December
31, 2007 and December 31, 2006
 
 NOTE 2
-   SIGNIFICANT ACCOUNTING POLICIES (Continued)
  f.   Concentration
of Risk
  Cash -
The Company at times may maintain a cash balance in excess of insured limits. At
December 31, 2007, the Company has approximately $145,000 in excess of insured
limits.
  g.  Revenue
Recognition
  The
Company recognizes revenues from its golf events upon completion of the event
when all commitments to the participants have been fulfilled.
  h.  Accounts
Receivable
  Accounts receivable are carried at the expected net realizable value. The
allowance for doubtful accounts is based on management's assessment of the
collectibility of specific customer accounts and the aging of the accounts
receivables.  If there were a deterioration of a major customer's
creditworthiness, or actual defaults were higher than historical experience, our
estimates of the recoverability  of the amounts  due to us
could be  overstated,  which  could have a
negative impact on operations.
  i.  Cash
and Cash Equivalents
  For purposes of the Statement of Cash Flows, the Company considers all highly
liquid instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
  j. Property
and Equipment
  Property
and equipment are carried at cost, net of accumulated depreciation. Depreciation
is computed straight-line over periods ranging from three to five
years.
  k. Income
Taxes
  
 The
Company follows Statement of Financial Accounting Standard No. 109, “Accounting
for Income Taxes” (“SFAS No. 109”) for recording the provision for income
taxes.  Deferred tax assets and liabilities are computed based upon
the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled.  Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period.  If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized.  Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.
 
 Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods.  Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they
relate.
  F-8
 Table of Contents
  WORLD
SERIES OF GOLF, INC.
 Notes to
the Financial Statements
 December
31, 2007 and December 31, 2006
 
 
 NOTE 2
-  SIGNIFICANT ACCOUNTING POLICIES (Continued)
  k.  Income
Taxes (Continued)
  Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.
  As of December 31, 2007, the Company had net operating loss carryovers of
approximately $4,240,706 which expire in 2027. The potential tax benefit of the
loss carryover of $1,653,875 has been offset in full by a valuation allowance
due to the uncertainty of future taxable earnings.
  The
income tax provision differs from the amount of income tax determined by
applying U.S. federal and state income tax rates of 39% to pretax income for the
years ended December 31, 2007 and 2006 due to the following:
 December
      31,
                      2007
                    
                    December
      31,
                      2006Book loss
                    $
                    (1,891,615)
                    
                    $
                    (575,576)Common stock issued
      for services
                    
                    595,140
                    
                    
                    264,180Valuation
      allowance
                    
                    1,296,475
                    
                    
                    311,396$
                    -
                    
                    $
                    -
 l.  Stock-based compensation.
  As of
December 31, 2007, the Company has not issued any share-based payments to its
employees.
  The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1,2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R.
  m. 
Impairment of Long-Lived Assets
  The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.
  F-9
 Table of Contents
 WORLD
SERIES OF GOLF, INC.
 Notes to
the Financial Statements
 December
31, 2007 and December 31, 2006
 NOTE 3 –
GOING CONCERN
  The
Company’s financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business.  However, the Company does not have
significant cash or other current assets, nor does it have an established source
of revenues sufficient to cover its operating costs and to allow it to continue
as a going concern.  The Company intends to raise additional capital
to expand the number of golf events it holds and thereby increase its
revenues.  When and if these activities provide sufficient revenues it
would allow it to continue as a going concern. In the interim the Company
is working toward raising operating capital through the private placement of its
common stock or debt instruments.
  The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations.  The accompanying financial
statements do not include any adjustments that may be necessary if the Company
is unable to continue as a going concern.
 
 NOTE 4 –
FIXED ASSETS
 
 Fixed
assets consist of the following:
 
 December
      31, 2007
                  
                  December
      31, 2006Tournament
      signage
                  $
                  219,728
                  
                  $
                  -Furniture
      and fixtures
                  
                  19,916
                  
                  
                  10,453239,644
                  
                  
                  10,453Less
      accumulated depreciation
                  
                  (49,017)
                  
                  
                  (1,092)Total
                  $
                  190,627
                  
                  $
                  9,361
 
 Depreciation
expense totaled $47,925 and $648 for the years ended December 31, 2007 and
2006.
 
 NOTE 5 –
EQUITY TRANSACTIONS
 
 The
Company completed a stock offering during the fiscal year ended December 31,
2007.  During September 2007, the Company issued 4,323,319 shares of
its common stock for cash at $1.05 per share.  During 2007, the
Company also issued 1,447,113 shares of its common stock for services valued at
$1.05 per share.
 
 NOTE 6 –
CONVERTIBLE PROMISSORY NOTE
 
 During the year ended December 31,
2007, the Company received advances from shareholders totaling $985,572. $24,885
of the advances were contributed to capital. The balance of the advances of
$960,687 was exchanged for a convertible promissory note on January 1, 2008. The
convertible promissory note is unsecured, accrues interest at 12% per annum from
January 1, 2008 and is due on January 1, 2009. The promissory note is
convertible to the Company’s common stock at $1.00 per share. The Company has
recorded the intrinsic value of the beneficial conversion feature of the
convertible debt as a discount to the debt. The $48,034 discount will be
amortized over the 1 year term of the debt beginning January 1,
2008.
  F-10
 Table of Contents
 WORLD
SERIES OF GOLF, INC.
 Notes to
the Financial Statements
 December
31, 2007 and December 31, 2006
 
 NOTE 7 –
RECAPITALIZATION
 
 On
January 31, 2008, the shareholders of the Company exchanged their shares of the
Company’s common stock for 14,400,000 shares of Innovative Consumer Products,
Inc. (ICP) The shareholders of the Company became the controlling shareholders
of ICP after the transaction. Accordingly, the transaction is accounted for as a
recapitalization of the Company whereby the historical financial statements of
the Company are presented as those of the combined entity. The Company’s
stockholders’ equity has been restated for the effects of the recapitalization.
In conjunction with the transaction, ICP changed its name to World Series of
Golf, Inc. and changed its fiscal year end to December 31.


F-11
 Table of Contents




Item
8.   Changes In and Disagreements with Accountants on Accounting
and FinancialDisclosure




No events
occurred requiring disclosure under Item 304(b) of Regulation S-B during the
fiscal year ending December 31, 2007.





Item 8A.  Controls and Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2007.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Mr. Terry Leiweke. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of December 31, 2007, our disclosure controls and procedures
are effective.  There have been no significant changes in our internal
controls over financial reporting during the year ended December 31, 2007 that
have materially affected or are reasonably likely to materially affect such
controls.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future




F-12
 Table of Contents




conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.





Item 8B.  Other information





None.


PART III





Item
9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance withSection
16(a) of the Exchange Act





The
following information sets forth the names of our directors and executive
officers, their ages and their positions as of December 31, 2007.





Name
            Age
            Office(s)
      HeldR.
      Terry Leiweke
            55
            CEO,
      President, DirectorJohn
      F. Slitz
            60
            Chairman
      of the Board, DirectorNancy
      Slitz
            --
            Secretary
      . Treasurer, Director





Set forth
below is a brief description of the background and business experience of each
of our current executive officers and directors.





R. Terry
Leiweke.Mr. Leiweke is currently the President and CEO of the
World Series of Golf, Inc.  Mr. Leiweke is the managing partner of the
Leiweke Holding Company, headquartered in East Hampton, New York.  The
company specializes in start-ups – primarily in the sports and entertainment
business.  In 2001, Mr. Leiweke was a founding member of an Internet
company, Wrenchead.com.  The functionality of the website allowed
users to enter their vehicle ID number which would then display all the parts on
their car and all the replacement parts that would keep their car in
warranty.  They could then order the parts through the
website.  Wrenchead was the first ever-direct link out of
NASCAR.com.  Mr. Leiweke sold his shares to a group including CBS and
Clearchannel.





In 1978,
Mr. Leiweke founded Leiweke Films and Advertising.  The company’s
primary responsibility is for packaging and producing television.  The
company expanded into film production and broadened its base into commercial
television production.  On top of production capacity, the company
provided marketing and advertising services.  They handled a number of
regional and national accounts.  During this time, Mr. Leiweke served
on the Board of Directors of National Fairways, developers of high-end private
golf clubs.  They developed numerous golf courses, including the famed
Hudson National Golf Club in Croton-on-Hudson, New York.  He developed
and executed all of their marketing strategies and drove revenue through player
memberships.





Prior to
that, Mr. Leiweke and his three brothers operated the Leiweke Companies. They
launched and operated professional sports franchises across the US and
Canada.





21
 Table of Contents




Mr.
Leiweke attended the University of Houston on an athletic scholarship and played
on their nationally ranked football teams. After leaving school in 1971, he went
to work for ABC Sports where he worked in various production capacities. Mr.
Leiweke returned to the city of Houston and opened the Houston Summit, the city
of Houston’s sports and entertainment facility. The Summit was one of the
country’s first state-of-the-art indoor facilities. He was the head of
television and events for the building for over seven years.





John F. Slitz.Mr. Slitz
served as President and Chief Executive Officer of the Company since December 9,
2003, until December 18, 2006 and is now the Chairman of the Board of Directors.
Mr. Slitz is a managing partner in M & S Investments LLC an investment
company which owns the trade marks on the World Series of Golf, World Series of
Professional Men’s Golf, World Series of Professional Women’s Golf, World Series
of Amateur Golf, and World Series of Golf Club ChampionshipTM, M & S
Investments LLC is owned 50 / 50 between Mr. Slitz and Mr. Kenneth Maul. Mr.
Slitz was a Director of OnSite Media Inc., which was successfully merged with
Cotelligent Inc a public company in March 2, 2004. Mr. Slitz is currently Vice
President of International Business Machines (IBM).   Mr. Slitz
also presently owns Slitz & Company, a consulting firm to software and
Internet companies. Mr. Slitz is also a managing partner in Las Vegas Venture
Fund 1 LLC. Mr. Slitz is also currently in a venture partnership with Osprey
Ventures and, as a partner with Osprey, Mr. Slitz has reviewed the business
plans of over 900 software and Internet companies, working intensely with
thirty-four of those companies, of which five have received funding through
Osprey. From 1997-1999, Mr. Slitz was Senior Vice President of Marketing with
Novell, Inc. In this position, Mr. Slitz was involved in restructuring Novell
and improving revenues. From 1995-1997, Mr. Slitz was Vice President of
Marketing, Object Technology/Application Development for IBM Corp. Mr. Slitz’
education includes a B.A. in Economics at SUNY at Cortland, MALS in
Psychology/Sociology at the Graduate Faculty New School for Social Research, and
an MBA in Management at Farleigh-Dickinson.





Nancy Slitz.Mrs.
Slitz is our Secretary and Treasurer and a Director.  Nancy Slitz was
born and raised in New York and currently resides in Nevada.  She holds a
BS and MS degree from SUNY at Cortland and Queens College.  For eleven
years she was an Executive Recruiter and founder of her own search company,
Slitz Search, which specialized in placing senior level high technology
professionals.  Most recently Nancy received her real estate license in
Nevada where she represents buyers and sellers in the luxury housing market with
Viridian Group LLC.  Nancy serves as a board member of the Utah
Shakespearean Festival and is a Wish Grantor for the Make-A-Wish
Foundation.





Directors





Our
bylaws authorize no less than one (1) and no more than thirteen (13)
directors.  We currently have three (3) directors on the board, R.
Terry Leiweke, John F. Slitz, and Nancy Slitz.





22
 Table of Contents




Term
of Office




Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our officers are appointed by our board of directors
and hold office until removed by the board.





Family
Relationships




Two of
our officers and directors, John Slitz and Nancy Slitz, are husband and
wife.  There are no other family relationships between or among the
directors, executive officers or persons nominated or chosen by the Company to
become directors or executive officers.





Director
or Officer Involvement in Certain Legal Proceedings




To  the
best of our knowledge, during the past five years, none of the
following  occurred  with  respect  to a
present or former director or executive officer
of  the  Company:  (1)  any bankruptcy
petition filed by or against any business  of which such person was a
general partner or executive officer either
at  the  time  of the bankruptcy or within two
years prior to that time; (2) any
conviction  in  a  criminal  proceeding  or  being
subject to a pending criminal
proceeding  (excluding  traffic  violations and
other minor offenses); (3) being subject  to  any order,
judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  court  of  any  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in  any  type of business, securities or banking activities;
and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil
action), the Securities and Exchange Commission or the
Commodities  Futures  Trading  Commission  to  have  violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or  vacated.





Meetings
of Our Board of Directors





Our board
of directors did not hold any meetings during the most recently completed fiscal
year end. Various matters were approved by consent resolution, which in each
case was signed by each of the members of the Board then serving.





Committees
of the Board





We do not
currently have a compensation committee, executive committee, or stock plan
committee.





Audit
Committee





We do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee. The Board approves the selection
of our independent accountants and meets and




23
 Table of Contents




interacts
with the independent accountants to discuss issues related to financial
reporting. In addition, the Board reviews the scope and results of the audit
with the independent accountants, reviews with management and the independent
accountants our annual operating results, considers the adequacy of our internal
accounting procedures and considers other auditing and accounting matters
including fees to be paid to the independent auditor and the performance of the
independent auditor.





Nomination
Committee





Our Board
of Directors does not maintain a nominating committee. As a result, no written
charter governs the director nomination process. Our size and the size of our
Board, at this time, do not require a separate nominating
committee.





When
evaluating director nominees, our directors consider the following
factors:





·
            The
      appropriate size of our Board of
Directors;


·
            Our
      needs with respect to the particular talents and experience of our
      directors;


·
            The
      knowledge, skills and experience of nominees, including experience in
      finance, administration or public service, in light of prevailing business
      conditions and the knowledge, skills and experience already possessed by
      other members of the Board;


·
            Experience
      in political affairs;


·
            Experience
      with accounting rules and practices;
and


·
            The
      desire to balance the benefit of continuity with the periodic injection of
      the fresh perspective provided by new Board
  members.





Our goal
is to assemble a Board that brings together a variety of perspectives and skills
derived from high quality business and professional experience. In doing so, the
Board will also consider candidates with appropriate non-business
backgrounds.





Other
than the foregoing, there are no stated minimum criteria for director nominees,
although the Board may also consider such other factors as it may deem are in
our best interests as well as our stockholders. In addition, the Board
identifies nominees by first evaluating the current members of the Board willing
to continue in service. Current members of the Board with skills and experience
that are relevant to our business and who are willing to continue in service are
considered for re-nomination. If any member of the Board does not wish to
continue in service or if the Board decides not to re-nominate a member for
re-election, the Board then identifies the desired skills and experience of a
new nominee in light of the criteria above. Current members of the Board are
polled for suggestions as to individuals meeting the criteria described above.
The Board may also engage in research to identify qualified individuals. To
date, we have not engaged third parties to identify or evaluate or assist in
identifying potential nominees, although we reserve the right in the future to
retain a third party search firm, if necessary. The Board does not typically
consider shareholder nominees because it believes that its current nomination
process is sufficient to identify directors who serve our best
interests.





24
 Table of Contents




Section
16(a) Beneficial Ownership Reporting Compliance





Our
officers, directors and shareholders owning greater than ten percent of our
shares are not required to comply with Section 16(a) of the Securities Exchange
Act of 1934 because we do not have a class of securities registered under
Section 12 of the Securities Exchange Act of 1934.





Code
of Ethics Disclosure





As of
December 31, 2007, we have not adopted a Code of Ethics for Financial
Executives, which include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.





Item 10.  Executive Compensation





Compensation
Discussion and Analysis





The
Company presently not does have employment agreements with any of its named
executive officers and it has not established a system of executive compensation
or any fixed policies regarding compensation of executive
officers.  Due to financial constraints typical of those faced by a
developing business, the company has paid limited cash and/or stock compensation
to those executive officers who are primarily responsible for the day-to-day
management and continuing development of its business.  To date, the
objective of the Company’s executive compensation has been to provide such
reimbursement for the time spent by its most active executive officers as is
feasible within current financial constraints.  At the present time,
our President and CEO, Terry Leiweke, is the only named executive officer who
receives regular cash compensation.  At the current time, Mr. Leiweke
receives a cash stipend of $20,000 per month.





The
Company has established an incentive stock plan, but has not made any awards
under the plan to date.   Our current and past named executive
officers hold substantial ownership in the Company and are motivated by a strong
entrepreneurial interest in expanding our operations and revenue base to the
best of their ability.   As our business and operations expand
and mature, we expect to develop a formal system of compensation designed to
attract, retain and motivate talented executives.




25
 Table of Contents




Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to each named
executive officer of World Series for its last two completed fiscal years for
all services rendered to us.





SUMMARY
      COMPENSATION TABLEName
              and
              principal
              position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
      Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)R.
      Terry Leiweke,
              CEO,
      President, Director
            2007
              2006
            240,000
              150,000
            0
              0
            0
              150,000
            0
              0
            0
              0
            0
              0
            0
              0
            240,000
              300,000Kenneth
      L. Maul, former Secretary, Treasurer, Director
            2007
              2006
            100,000
              70,000
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            100,000
              70,000John
      F. Slitz, Chairman of the Board, Director
            2007
              2006
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0Nancy
      Slitz, Secretary, Treasurer, Director
            2007
              2006
            0
              n/a
            0
              n/a
            0
              n/a
            0
              n/a
            0
              n/a
            0
              n/a
            0
              n/a
            0
              n/a





Narrative
Disclosure to the Summary Compensation Table





During
the 2007 fiscal year, our president and CEO, Terry Leiweke, was paid $240,000 in
cash compensation.  Our former Secretary / Treasurer, Kenneth Maul,
was paid $100,000 in cash compensation.  These officers were primarily
responsible for daily management and development of our business during some or
all of the 2007 fiscal year and the amounts awarded reflect the approximate
proportion of responsibility borne by each during the fiscal year ended December
31, 2007.





Outstanding
Equity Awards At Fiscal Year-end Table





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer of World Series
outstanding as of the end of its last completed fiscal year.





26
 Table of Contents




OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Shares
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Shares
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Shares
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Shares
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)R.
      Terry Leiweke
            0
            0
            0
            0
            0
            0
            0
            0
            0Kenneth
      L. Maul(former
      officer)
            0
            0
            0
            0
            0
            0
            0
            0
            0John
      F. Slitz
            0
            0
            0
            0
            0
            0
            0
            0
            0Nancy
      Slitz
            n/a
            n/a
            n/a
            n/a
            n/a
            n/a
            n/a
            n/a
            n/a





Compensation
of Directors Table





The table
below summarizes all compensation paid to the directors of World Series for its
last completed fiscal year.





DIRECTOR
      COMPENSATIONName
            Fees
              Earned
              or
              Paid
      in
              Cash
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)R.
      Terry Leiweke
            240,000
            0
            0
            0
            0
            0
            240,000Kenneth
      L. Maul, former Director
            100,000
            0
            0
            0
            0
            0
            100,000John
      F. Slitz
            0
            0
            0
            0
            0
            0
            0Nancy
      Slitz
            0
            0
            0
            0
            0
            0
            0




27
 Table of Contents




Narrative
Disclosure to the Director Compensation Table





Directors
do not currently receive any cash compensation from the Company or for their
service as members of the Board of Directors.  The compensation
summarized above reflects the compensation each of our directors received in
their capacities as executive officers of the Company.





Incentive
Stock Plan





The
Company has adopted an incentive stock plan to attract, retain and motivate
officers, directors, employees and independent contractors, and to further align
their interests with those of the Company's shareholders, by providing for
performance based benefits.  The board has set aside 2,000,000 shares
for issuance of options under the plan.  To date, no options have been
issued under the plan.





Item
11.  Security Ownership of Certain Beneficial Owners and Management
and RelatedStockholder
Matters





The
following table sets forth, as of March 7, 2008, the beneficial ownership of our
common stock by each executive officer and director, by each person known by us
to beneficially own more than 5% of the our common stock and by the executive
officers and directors as a group.  Except as otherwise indicated, all
shares are owned directly and the percentage shown is based on 21,399,999 shares
of common stock issued and outstanding on December 31, 2007.





Title of class
            Name
      and addressof beneficial owner
            Amount
      ofbeneficial ownership
            Percentof classCommon
            R.
      Terry Leiweke
              48
      Princeville Lane
              Las
      Vegas NV 89113
            2,146,468
            10.03%Common
            John
      F. Slitz
              2820
      High Sail Court
              Las
      Vegas, NV 89117 (2)
            3,009,815
            14.06%Common
            M&S
      Investments, Inc. (1)
            400,000
            1.87%Common
            Nancy
      Slitz
              2820
      High Sail Court
              Las
      Vegas, NV 89117
            --
            --All
      Officers and Directors as a Group
            5,556,283
            25.96%Other
      5% ownersCommon
            The
      Custom Group, Stevie Craig, and Simon Craig
              London,
      England
            2,000,000
            9.35%Common
            Kenneth
      Maul
              1613
      Night Wind Dr.
              Las
      Vegas, Nevada, 89117
            1,724,800
            8.06%








(1)
            Kenneth Maul and
      John Slitz are the beneficial owners of 400,000 shares of common stock
      owned by M&S Investments, Inc.(2)
            Total
      includes 2,049,128 currently issued and outstanding shares of common stock
      and 960,687 shares of common stock which would be issuable upon complete
      conversion of a Convertible Promissory Note owed by the Company to the
      Slitz Family Trust. John and Nancy Slitz are married.  All
      shares held by the couple are related under John Slitz without reference
      to ownership or any community property
rights.




28
 Table of Contents




Other
than the shareholders listed above, we know of no other person who is the
beneficial owner of more than five percent (5%) of our common
stock.





Item 12.   Certain Relationships and Related
Transactions





With the
exception of the matters set forth below, none of our directors or executive
officers, nor any proposed nominee for election as a director, nor any person
who beneficially owns, directly or indirectly, shares carrying more than 5% of
the voting rights attached to all of our outstanding shares, nor any members of
the immediate family (including spouse, parents, children, siblings, and
in-laws) of any of the foregoing persons has any material interest, direct or
indirect, in any transaction over the last two years or in any presently
proposed transaction which, in either case, has or will materially affect
us:





(1) Mr.
Kenneth L. Maul, our former Secretary/ Treasurer, a former director, and an
8.06% shareholder in the Company, is the inventor of the World Series of Golf
game. On October 5, 2004, Mr. Maul submitted a U.S. utility patent application
(Application No. 10/958,933) for the invention, entitled “Method for Conducting
Sports Tournaments With Wagering.” The patent application is currently pending
with no action having been taken by the Patent Office as of this
date.  Mr. Maul has assigned all right, title and interest in the
patent application to WSG.  M & S Investments LLC, a limited
liability company owned 50/50 by Mr. Maul and Mr. John Slitz, our Chairman and a
director, has obtained U.S. Trademarks for World Series of Golf®; World Series
of Professional Men’s Golfä, World Series of
Professional Women’s Golfä, and World Series of
Amateur Golfä. M&S
Investments has also applied for U.S. trademark protection for “World Series of
Golf Club Championship.” M&S Investments has assigned all rights to these
marks to WSG. The Company intends to protect any future products it develops
through a combination of patents, trademarks and copyrights.





(2) John
F. Slitz, our Chairman of the Board and a Director, is the beneficial holder of
a Convertible Promissory Note owed by the Company to the Slitz Family Trust in
the amount of $960,687.  The Note is convertible into shares of common
stock at a conversion price of $1.00 per share.  The Note bears
interest at the rate of 12 per cent per annum and is due on or before January 1,
2009.




Item 13.   Exhibits





Exhibit
      Number
            Description3.1
            Articles
      of Incorporation, as amended (1)3.2
            By-laws,
      as amended (1)10.1
            World
      Series of Golf, Inc. Stock Option Plan(1)31.1
            Certification of Chief Executive Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





(1)
            Incorporated
      by reference to the Current Report on Form 8-K filed with the Securities
      and Exchange Commission on February 1,
2008.




29
 Table of Contents




Item 14.   Principal Accountant Fees and
Services





Audit
Fees




The
aggregate fees billed by our auditors for professional services rendered in
connection with a review of the financial statements included in our quarterly
reports on Form 10-QSB and the audit of our annual consolidated financial
statements for the fiscal year ended December 31, 2007 was approximately
$7,045.




Audit-Related
Fees




Our
auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.




Tax Fees




The
aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended December 31, 2007 and 2006.




All Other Fees




The
aggregate fees billed by our auditors for all other non-audit services, such as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended December 31, 2007 and 2006 were $0 and $0 respectively.




30
 Table of Contents




SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




World
Series of Golf, Inc.




By: /s/R. Terry Leiweke


R.
Terry Leiweke


Chief Executive Officer and


Chief
Financial Officer, and Principal Accounting Officer


Dated: March 17, 2008