form10q.htm

		Page Number
PART I:	FINANCIAL INFORMATION

Item 1:	Financial Statements

	Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009	3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009 (unaudited)	4

	Consolidated Statement of Stockholders' Deficit for the nine months ended September 30, 2010 (unaudited)	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4:	Controls and Procedures	27

PART II:	OTHER INFORMATION	28

Item 1:	Legal Proceedings	28

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3:	Defaults Upon Senior Securities	28

Item 4:	(Removed and Reserved)	28

Item 5:	Other Information	28

Item 6:	Exhibits	28

SIGNATURES		29

	September 30,			December 31,
	2010			2009
	(unaudited)

ASSETS
Current assets:
Cash	$	71,180		$	453
Prepaid expenses and other assets		216,939			217,357
Total current assets		288,119			217,810

Equipment, net of accumulated depreciation of $24,407 and $18, 215, respectively		16,993			22,249

Total assets	$	305,112		$	240,059

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	1,082,361		$	1,079,909
Unearned revenue and player deposits		1,000			37,000
Convertible note and interest payable to related party, net of debt discount of $35,000 and $0		2,054,556			1,234,333
Convertible notes, net of debt discount of $235,745 and $0		249,255			235,000
Advances		65,000			-
Derivative liabilities		771,666			9,985
Due to related party		291,300			1,095,000
Accrued payroll		499,700			190,000
Other current liabilities		486,550			467,646
Total current liabilities		5,501,388			4,348,873

Convertible notes payable, non-current, net of discounts of $129,308 and $0		117,192			-

Total liabilities		5,618,580			4,348,873

Commitments and contigencies

Stockholders' deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized: 2,000 and 0 shares
issued and outstanding and September 30, 2010 and December 31, 2009		2			-
Common stock and additional paid in capital, $0.001 par value; 90,000,000
shares authorized: 22,151,561 shares issued and outstanding		22,152			22,152
Additional paid-in capital		9,279,220			8,995,659
Accumulated deficit		(14,614,842	)		(13,126,625	)
Total stockholders' deficit		(5,313,468	)		(4,108,814	)

Total liabilities and stockholders' equity	$	305,112		$	240,059



	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue:
Sponsorship and advertising	$	-		$	195,000		$	25,000		$	673,600
Player entry fees		-			-						790,500

Total revenue		-			195,000			25,000			1,464,100

Operating expenses:
Cost of revenue		-			279,043			-			1,758,557
Sales and marketing		-			-			-			62,845
General and administrative		269,201			434,732			924,291			1,531,500
Total operating expenses		269,201			713,775			924,291			3,352,902

Loss from operations		(269,201	)		(518,775	)		(899,291	)		(1,888,802	)

Other income (expense):
Interest and financing costs		(422,706	)		(25,485	)		(561,567	)		(170,500	)
Interest income		2,333			-			2,333			-
Change in fair value of warrant liability		(15,881	)		11,742			(29,692	)		80,578
Total other income (expense)		(436,254	)		(13,743	)		(588,926	)		(89,922	)

Net loss	$	(705,455	)	$	(532,518	)	$	(1,488,217	)	$	(1,978,724	)

Loss per common share -- basic and diluted:
Net loss per common share -- basic diluted	$	(0.03	)	$	(0.02	)	$	(0.07	)	$	(0.09	)

Weighted average shares outstanding used in computing net
loss per share -- basic and diluted		22,151,561			21,885,257			22,151,561			22,366,342


											Additional						Total
	Preferred Stock				Common Stock						Paid-In			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit

Balance, December 31, 2008		-	$	-		22,803,999		$	22,804		$	8,867,173		$	(10,778,332	)	$	(1,888,355	)
Cumulative effect of change in accounting principle		-		-		-			-			-			(102,030	)		(102,030	)
Balance, January 1, 2009		-	$	-		22,803,999		$	22,804		$	8,867,173		$	(10,880,362	)	$	(1,990,385	)

Warrants issued pursuant to convertible note due to related party		-		-		-			-			11,386			-			11,386
Shares and warrants issued and issuable for services		-		-		250,000			250			18,250			-			18,500
Issuance of shares in settlement of liability		-		-		112,500			113			6,637			-			6,750
Cancellation of shares previously issued for services		-		-		(1,364,938	)		(1,365	)		1,365			-			-
Compensation related to stock options and warrants		-		-		-			-			84,198			-			84,198
Options exercised in exchange for settlement of accounts payable		-		-		350,000			350			6,650			-			7,000
Net loss		-		-		-			-			-			(2,246,263	)		(2,246,263	)

Balance, December 31, 2009		-	$	-		22,151,561		$	22,152		$	8,995,659		$	(13,126,625	)	$	(4,108,814	)

Compensation related to stock options and warrants		-		-		-			-			105,334			-			105,334
Issuance of 2,000 Series A preferred stock
for $100 per share on April 13, 2010		2,000		2		-			-			199,998			-			200,000
Reclasify fair value of warrants to derivative liability		-		-		-			-			(21,771	)		-			(21,771	)
Net loss		-		-		-			-			-			(1,488,217	)		(1,488,217	)

Balance, September 30, 2010 (unaudited)		2,000	$	2		22,151,561		$	22,152		$	9,279,220		$	(14,614,842	)	$	(5,313,468	)

	Nine Months Ended September 30,
	2010			2009
	(unaudited)			(unaudited)
Operating activities:
Net loss	$	(1,488,217	)	$	(1,978,724	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		6,192			4,706
Share-based payments of consulting and other expenses		105,334			107,441
Amortization of debt discount		143,197			11,000
Change in fair value of derivative liabilities		42,711			(80,578	)
Convertible debt issued for compensation		35,000			-
Financing costs		285,699			-
Changes in operating assets and liabilities:
Accounts receivable		-			(94,729	)
Prepaid expenses and other assets		15,168			(21,905	)
Accounts payable		2,452			628,248
Unearned revenue and player deposits		(36,000	)		8,000
Accrued interest on related party note payable		108,923			149,326
Due to related party		111,300			265,000
Accrued payroll		309,700			-
Other current liabilities		18,904			53,942

Net cash used in operating activities		(339,637	)		(948,273	)

Investing activities:
Purchases of property and equipment		(936	)		(3,883	)

Net cash used in financing activities		(936	)		(3,883	)

Financing activities:
Proceeds from issuance of Series A preferred stock		200,000			-
Proceeds from issuance of convertible debt		150,000			-
Proceeds from advances		65,000			-
Payments on convertible note-related party		(10,000	)		-
Proceeds from advances from related parties		6,300			835,000

Net cash provided by financing activities		411,300			835,000

Net increase (decrease) in cash		70,727			(117,156	)

Cash -- beginning of period		453			121,334

Cash -- end of period	$	71,180		$	4,178

Supplemental disclosure:
Cash paid for interest	$			$	-
Cash paid for taxes	$			$	-


Supplemental non-cash investing and financing activities:
Options exercised in exchange for settlement of accounts payable	$			$	7,000
Shares issued in settlement of liability	$			$	7,000
Conversion of amount due to related party to convertible note	$	921,300		$	-

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

The Company is a sports entertainment company that hosts amateur golf tournaments and events and seeks to create branded products, games, media, and entertainment based on its proprietary golf tournament method of play, which is called “The World Series of Golf.” The Company has held three-day World Series of Golf tournaments in Las Vegas, Nevada during May in 2007, 2008, and 2009. Through its media partners, the Company broadcasts the tournaments on domestic and international television and via other media outlets as live events or as a produced series. The Company also sells sponsorships for the live tournaments and television coverage.

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

The consolidated financial statements assume that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2010, the Company had an accumulated deficit of $14,614,842, negative cash flows from operations since inception, and expects to incur additional losses in the future as the Company continues to develop and grow the business. The Company has funded its losses primarily through sales of common stock and warrants in private placements; borrowings from related parties and other investors; and revenue provided by sponsorships and advertising contracts, licensing arrangements, and tournaments. The further development of the business will require capital. At September 30, 2010, the Company has a working capital deficit (current assets less current liabilities) of $5,213,269 and $71,180 in cash.

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

To attain profitable operations, management’s plan is to execute its strategy of (1) increasing the number of tournaments; (2) leveraging the existing tournament to generate ancillary revenue streams via Internet TV or other venues; (3) continuing the development of the online game; and (4) continuing to build sponsorship, advertising, and related revenue, including license fees related to the sale of branded merchandise. The Company will continue to be dependent on outside capital to fund its operations for the foreseeable future, and continue to be involved in discussions and negotiations with investors in order to raise additional funds to provide sufficient working capital for operations with a near-term goal of generating positive cash flow from operations. Any financing obtained may further dilute or otherwise impair the ownership interest of the current stockholders. If the Company fails to generate positive cash flows or fails to obtain additional capital when required, the Company could modify, delay, or abandon some or all of its plans. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles (GAAP) for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2009, included in the Company’s 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”). The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for each period presented. The results of operations for the interim period ended September 30, 2010 are not necessarily indicative of the results for the year ending December 31, 2010 or for any future period.

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

The Company recognizes revenue from sponsorship and advertising agreements when earned in connection with the applicable tournament as set forth in the sponsorship or advertising agreement, either upon completion of the tournament, publication, or airing of the advertising. Upfront non-refundable payments, where the Company is providing continuing services related to the airing of a tournament series, are deferred and recognized as revenue over the contract period. Revenues and related expenses from barter transactions, in which the Company receives goods or services in exchange for sponsorship of tournaments, are recorded at fair value.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables, certain other current assets, and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments, their expected realization, and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods that correspond to the term of the warrants and conversion options. The Company believes this method produces an estimate that is representative of future volatility over the expected term of these warrants and conversion options. The Company has no reason to believe future volatility, over the expected remaining life of these warrants, will differ materially from historical volatility. The expected life is based on the remaining term of the warrants and conversion options. The risk-free interest rate is based on U.S. Treasury securities with maturity terms similar to the expected remaining term of the warrants and conversion options. The following table summarizes the financial liabilities measured at fair value on a recurring basis as of September 30, 2010:

The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value on the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of change in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred, related to underpayment of income tax, are classified as income tax expense in the year incurred. No significant penalties or interest relating to income taxes have been incurred during the nine months ended September 30, 2010 and 2009. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

In October 2009, the FASB issued Accounting Standards Update 2009-15 ("ASU 2009-15") regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing. This ASU requires that at the date of issuance, in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.

On December 15, 2009, the FASB issued ASU No. 2010-06 Fair Value Measurements and Disclosures Topic 820 “Improving Disclosures about Fair Value Measurements.” This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

On February 25, 2010, the FASB issued ASU 2010-09 Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature, related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another, is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives — Recognition. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU is effective for the Company on July 1, 2010. Early adoption is permitted. The adoption of this ASU will not have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010 – 17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on January 1, 2011.

In January 2008, the original promissory note due to the chairman of the board of directors, in the amount of $985,000, was replaced by a second promissory note issued in the principal amount of $961,000, bearing interest at a rate of 12% per annum, with monthly interest-only payments of $9,606.87, and due on the first day of each month beginning February 1, 2008. The second promissory note was due on January 1, 2009. The note (principal and accrued interest) was convertible, at the sole option of the holder, into common shares at a conversion price of $1.00 per common share, subject to customary adjustments. The conversion price was changed to $0.50 per share in November 2008. Obligations under the second promissory note were collateralized by all of the Company’s tangible and intangible assets.

In February 2009, as amended May 2009, the existing obligations (principal and accrued interest) under the second promissory note were replaced by a third promissory note in the principal amount of $1,150,000. In connection with the refinancing of the obligations under the second promissory note, the Company recorded $78,000 in February 2009 as a financing fee. The new note is payable within five days after the demand of the holder and bears interest at 8% per annum. The note is convertible at the option of the holder, and conversion is at $0.50 per share. In connection with the third promissory note, the Company issued the holder warrants to purchase 1,150,000 shares of the Company’s common stock at an exercise price of $0.50 per share through February 1, 2016.

On September 30, 2010, the Company issued an 8% convertible debenture due March 31, 2011 to Jim Tilton for accrued compensation expense. The convertible debenture is convertible at 50% of the common stock price at the date the Company receives notice of conversion. The Company determined that the convertible debenture contains a beneficial conversion feature which the Company valued at $35,000. The Company recorded a debt discount of $35,000 and a derivative liability. The Company will amortize the debt discount over the life of the convertible debenture.

In March, 2010, the Company received an advance from Green Life Inc. (“Green Life”) in the amount of $50,000. On April 13, 2010, the Company entered into a securities purchase agreement with Green Life pursuant to which the Company issued to Green Life an unsecured convertible debenture in the principal amount of $50,000 and canceled the advance of $50,000. The convertible note bears interest at 8% per annum, matures on March 31, 2011, and is convertible into shares of common stock at 50% of the closing bid price at the date of conversion. At September 30, 2010, the conversion rate was $0.008. The Company determined that the convertible note contained a beneficial conversion feature because the conversion rate was less than the share price at the date of issuance. The Company recorded a $50,000 debt discount related to the beneficial conversion feature. During the nine months ended September 30, 2010, the Company amortized $25,417 of the debt discount, which is included in interest and financing costs in the accompanying consolidated statements of operations.

On April 13, 2010, the Company assigned $1,000,000 of the amount due to John Slitz to Green Life and pursuant to an exchange agreement entered into on April 13, 2010, Augustine exchanged $200,000 for a convertible note with an aggregate principal balance of $200,000. The convertible note bears interest at 8% per annum, matures on April 13, 2011, and is convertible into shares of common stock at 50% of the closing bid price at the date of conversion. At September 30, 2010, the conversion rate was $0.008. The Company determined that the convertible note contained a beneficial conversion feature because the conversion rate was less than the share price at the date of issuance. The Company recorded a $200,000 debt discount related to the beneficial conversion feature. During the nine months ended September 30, 2010, the Company amortized $94,444 of the debt discount, which is included in interest and financing costs in the accompanying consolidated statements of operations.

On September 17, 2010, the Company entered into a convertible note and warrant purchase agreement pursuant to which the Company issued and sold to Inter-Mountain Capital Corp. (“Inter-Mountain”), seven secured convertible notes in the aggregate principal amount of $1,446,500 and a five-year warrant to purchase up to 19,047,619 shares of common stock of the Company . The secured convertible notes are due on March 17, 2014, and bear interest at the rate of 6% per annum, payable upon maturity. The secured convertible notes are convertible into the Company’s common stock at a conversion price equal to 70% of the closing bid price of the common stock for the three trading days with the lowest closing bids during the 20 trading days immediately preceding the conversion date. At September 30, 2010, the conversion rate was $0.008.The warrant has an exercise price equal to the lower of $1.00 or 70% of the closing bid price of the common stock for the three trading days with the lowest closing bids during the 20 trading days immediately preceding the exercise date. The Warrant may be exercised on a cashless basis.

The Company determined that the convertible note contained a beneficial conversion feature because the conversion rate was less than the share price at the date of issuance. The Company recorded a $126,500 debt discount related to the beneficial conversion feature. During the nine months ended September 30, 2010, the Company amortized $20,894 of the debt discount and $2,192 of the original issue discount, which is included in interest and financing costs in the accompanying consolidated statements of operations.

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

On April 13, 2010, the Company issued a $50,000 convertible note to Green Life and exchanged debt for a $200,000 convertible note to Augustine. The conversion rate for each of the notes is 50% of the closing bid price at the date of conversion. The Company determined that these notes contained a beneficial conversion feature that would need to be bifurcated from the host instrument because theoretically, the Company would not have enough authorized shares to satisfy the conversion. The Company determined that the warrants that had been classified in equity should be reclassified to derivative liability because the number of potential dilutive shares exceeds the authorized shares. The Company reclassified the warrant’s fair value of $21,771 from equity to derivative liability on April 13, 2010. The Company determined the fair value of the warrants using the Black-Scholes model with the following assumptions.

As further described in Note 4, the Company borrowed $985,000 from the chairman of the board of directors, pursuant to terms of a promissory note, subsequently replaced in 2008 by a second promissory note in the principal amount of $961,000, and subsequently replaced in 2009 by a third promissory note in the principal amount of $1,150,000. In February 2010, certain advances from the chairman of the board, which totaled $921,300, were replaced by a promissory note in the principal amount of $921,300. The Company paid $10,000 of principal in June 2010.

In February 2009, the Company entered into a three-year consulting agreement with the chairman of the board of directors, pursuant to which the Company would pay him monthly cash payments of $15,000. The chairman of the board of directors resigned from the Company effective August 13, 2010. As of September 30, 2010 and December 31, 2009, the amounts due under the contract were $291,300 and $180,000. The Company recorded an expense related to the consulting agreement of $21,300 and $111,300 for the three and nine months ended September 30, 2010, respectively, and $45,000 and $90,000 for the three and nine months ended September 30, 2009, respectively.

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

Rausch Matter — On March 24, 2010, a summons and complaint was filed against the Company by Walter Rausch in a matter entitled Walter Rausch v. World Series of Golf, Inc., United States District Court, District of Nevada, Case No: 2:10-cv-00412. Mr. Rausch, a purchaser of a convertible note, in a private placement of the Company’s notes in May 2008 (see Note 5, above), alleges damages in the amount of $93,925, representing the principal of $85,000 plus accrued interest through March 9, 2010 of $8,925. The Company answered the complaint on May 7, 2010. Management is reviewing the merits of the complaint and will take appropriate action.

Statements contained herein may be forward-looking statements. These forward-looking statements reflect our current views with respect to future events or our financial performance, and involve certain known and unknown risks, uncertainties, and other factors, including those identified below, which may cause our or our industry’s actual or future results, levels of activity, performance or achievements to differ materially from those expressed or implied by any forward-looking statements or from historical results. The following factors, among others, could cause our or our industry’s future results to differ materially from historical results or those anticipated: (1) the availability of additional funds to enable us to successfully pursue our business plan; (2) the uncertainties related to the appeal and acceptance of our proprietary method of play and our planned online products; (3) the success or failure of our development of additional products and services; (4) our ability to maintain, attract and integrate management personnel; (5) our ability to secure suitable broadcast and sponsorship agreements; (6) our ability to effectively market and sell our services to current and new customers; (7) changes in the rules and regulations governing our business; (8) the intensity of competition; and (9) general economic conditions. As a result of these and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, operating results, and stock price. Additional factors that would cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in our filings with the Securities and Exchange Commission, including those factors discussed under the caption “Forward-Looking Information” in our most recent Annual Report on Form 10-K, as may be supplemented or amended from time to time, which we urge investors to consider. Except as required by applicable securities laws, we undertake no duty to update, supplement, or revise any forward-looking statements after the date of this report or to conform them to actual results, new information, future events, or otherwise. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes appearing elsewhere in this Report.

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

We have held a three-day World Series of Golf tournament in Las Vegas, Nevada during May in 2007, 2008 and 2009. Due to insufficient capital, we have not hosted a tournament in 2010, as we previously anticipated. Through our media partners, we broadcast our tournaments on domestic and international television and via other media outlets as live events or as a produced series. We also sell sponsorships for our live tournaments and television coverage. Due to our funding constraints, we have delayed the launch of our multi-player online video game that we are building with our partner, The World Golf Tour, operator of www.wgt.com. We plan to offer through our website, www.worldseriesofgolf.com, a multi-player online video game which we intend to launch during the fourth quarter of 2010. The multi-player online video game is based on our unique method of play and is tied into a social network/web community where interested players can not only play the online version of The World Series of Golf, but will also be able to communicate with each other, share information, and buy related products online.

As we previously reported in our Current Report on Form 8-K, on April 13, 2010, we entered into a securities purchase agreement with Green Life Inc. (“Green Life”) pursuant to which Green Life agreed to purchase 2,000 shares of our Series A convertible preferred stock (“Preferred Shares”), representing a controlling interest in our company, for an aggregate purchase price of $200,000 and a convertible debenture in the principal amount of $50,000. The total investment was $250,000 and the transaction closed on April 14, 2010. The proceeds of the investment were used primarily to pay certain past due trade payables and professional fees, which allowed us to prepare and file our annual report.

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

The convertible debenture has a stated interest rate of 8% and is due on March 31, 2011, unless earlier converted. The debenture (principal or interest, any portion thereof) is convertible either at the holder’s or our option at a price equal to 50% of the closing price of our common stock on the date of conversion. The note contains a blocker provision which restricts Green Life’s conversion of the note to the extent that the conversion would result in Green Life beneficially owning more than 4.99% of our outstanding common stock.

We have prepared our consolidated financial statements assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2010, we had an accumulated deficit of approximately $14,579,842, negative cash flows from operations since inception, and expect to incur additional losses in the future as we continue to develop and grow our business. We have funded our losses primarily through the sale of common stock and warrants in private placements; borrowings from related parties and other investors; and revenue provided by our sponsorships and advertising, contracts, licensing arrangements, and tournaments. The further development of our business will require capital. At September 30, 2010, we had a working capital deficit (current assets less current liabilities) of $5,213,269 and $71,180 in cash. Our operating expenses will consume a material amount of our cash resources.

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

Our financing activities provided cash of approximately $411,300 and $835,000 in the nine months ended September 30, 2010 and 2009, respectively. During the nine months ended September 30, 2010, we received $200,000 through the issuance of Series A preferred stock, $150,000 from the issuance of convertible debt, $65,000 from advances, and $6,300 as an advance from a related party. We paid $10,000 to a related party. During the nine months ended September 30, 2009, we received advances of $835,000 from a related party.

In February 2010, certain advances from our chairman of the board, which totaled $921,300, were replaced by a promissory note in the principal amount of $921,300, with a stated interest rate of 8% per annum. The note is convertible at the option of the holder at a conversion price of $0.02 per share. The note is payable within five (5) days after demand by holder. If the note is not paid upon demand, a default interest rate of 18% per annum applies. The obligations under this additional promissory note are secured pursuant to a security agreement, which grants to the Slitz Family Trust (of which John Slitz, Jr., our former Secretary and Chairman of the Board serves as trustee) a security interest in substantially all of our assets.

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

On September 17, 2010, the we entered into a convertible note and warrant purchase agreement pursuant to which the we issued and sold to Inter-Mountain, seven secured convertible notes in the aggregate principal amount of $1,446,500 and a five-year warrant to purchase up to 19,047,619 shares of our common stock. The secured convertible notes are due on March 17, 2014, and bear interest at the rate of 6% per annum, payable upon maturity. The secured convertible notes are convertible into the our common stock at a conversion price equal to 70% of the closing bid price of the common stock for the three trading days with the lowest closing bids during the 20 trading days immediately preceding the conversion date. At September 30, 2010, the conversion rate was $0.008.The warrant has an exercise price equal to the lower of $1.00 or 70% of the closing bid price of the common stock for the three trading days with the lowest closing bids during the 20 trading days immediately preceding the exercise date. The Warrant may be exercised on a cashless basis.

In our Annual Report on Form 10-K for the year ended December 31, 2009, our independent auditors included an explanatory paragraph in its report relating to our consolidated financial statements for the years ended December 31, 2009 and 2008, which states that we have incurred negative cash flows from operations since inception, and expect to incur additional losses in the future and have a substantial accumulated deficit. These conditions give rise to substantial doubt about our ability to continue as a going concern. Our ability to expand operations and generate additional revenue and our ability to obtain additional funding will determine our ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

On August 13, 2010, Joseph Martinez resigned as our chief executive officer, chief financial officer, treasurer, and director; Joseph Slitz resigned as our chairman and director; James Tilton was elected our director and chief financial officer; and Patrick Brown was elected our chief executive officer and treasurer. In connection with the resignation of Mr. Martinez, we entered into an agreement of termination and release with Mr. Martinez, pursuant to which Mr. Martinez’s employment agreement was terminated, the parties provided mutual releases, the Company agreed to pay Mr. Martinez $15,000 in cash per month over a three-year period, and the Company issued Mr. Martinez a three-year note in the principal amount of $275,000. In connection with the resignation of Mr. Slitz, we entered into an agreement of termination and release with Mr. Slitz, pursuant to which Mr. Slitz’s consulting agreement was terminated, the Company agreed to pay Mr. Slitz $15,000 in cash per month over a three-year period, the Company agreed to issue Mr. Slitz $200,000 in stated value of preferred stock (with terms to be agreed upon by the parties), the parties agreed to amend and restate the amended and convertible promissory note, dated May 28, 2009, issued by the Company to The Slitz Family Trust (with terms to be agreed upon by the parties), and the Company’s obligations with respect to $270,000 owed to Mr. Slitz for serviced provided shall remain outstanding (which amount shall be reduced by the $15,000 in cash per month over three month the Company agreed to pay).


	Three Months Ended
	September 30,						Change
	2010			2009			$			%


Sponsorship and advertising	$	-		$	195,000		$	(195,000	)	(100	) %
Player entry fees		-			-			-
Total revenue		-			195,000			(195,000	)	(100	) %

Operating expenses:
Cost of revenue		-			279,043			(279,043	)	(100	) %
Sales and marketing		-			-			-
General and administrative		269,201			434,732			(165,531	)	(38	) %
Total operating expenses		269,201			713,775			(444,574	)	(62	) %

Gain (loss) from operations		(269,201	)		(518,775	)		249,574		(48	) %

Other income (expense):
Interest and financing costs		(422,706	)		(25,485	)		(397,221	)	1,559	%
Interest income		2,333			-
Change in fair value of warrant liability		(15,881	)		11,742			(27,623	)	(235	) %
Total other income (expense)		(436,254	)		(13,743	)		(422,511	)	3,074	%

Net loss	$	(705,455	)	$	(532,518	)	$	(172,937	)	32	%

Revenue: We generate revenue primarily through a combination of (1) the sale of sponsorships and advertising in connection with our tournaments, (2) the license of our proprietary marks/brands, and (3) entry fees paid by the players entering our golf tournaments. During the three months ended September 30, 2010, we did not generate revenues compared to $195,000 for the three months ended September 30, 2009. Due to the lack of capital, we were unable to host our tournament during the second quarter of 2010 as we had hosted in the second quarter of 2009.

General and Administrative: General and administrative expense consists primarily of salaries and other personnel-related expenses to support our tournament operations, non-cash stock-based compensation for general and administrative personnel, professional fees (e.g., accounting and legal), corporate insurance, and facilities costs. General and administrative expenses decreased in the three months ended September 30, 2010 compared to September 30, 2009 due to continued cost reductions in the current year.

Interest and Financing Costs: Interest and financing costs increased $397,221 or1,159% in the three months ended September 30, 2010 compared to 2009 due to the increase in convertible notes and the amortization of debt discounts associated with the convertible notes issued during the quarter. We recorded to interest and financing costs $285,699 related to the fair value of the warrants. In February 2010, we converted advances from a related party to a convertible note in the amount of $921,300 with an 8% interest rate. Also, in May, we issued a $50,000 convertible note with an interest rate of 8% and convertible at 50% of the closing price on the date of conversion, which we determined had a beneficial conversion feature with a value of $50,000. We also exchanged $200,000 of debt for a convertible note with similar terms to the $50,000 note, which we determined had a beneficial conversion feature with a value of $200,000. The increase is also due to the fair value of the warrants that were issued in conjunction with the convertible notes. During the three months ended September 30, 2010, we amortized $86,864 of the debt discount which is recorded in “interest and financing costs” on the consolidated statements of operations.

Change in Fair Value of Warrant Liability: The fair value of the derivative liability is revalued quarterly utilizing Black-Scholes valuation model computations with the increase or decrease in fair value being reported in the statement of operations as other income (expense). During the three months ended September 30, 2010, the fair value increased $15,881 due to the increase in share price from $0.014 at June 30, 2010 to $0.016 at September 30, 2010. During the three months ended September 30, 2009, the fair value decreased $11,742 due to the decrease in share price from $0.03 at June 30, 2009 to $0.02 at September 30, 2009.

	Nine Months Ended
	September 30,						Change
	2010			2009			$			%
	(unaudited)			(unaudited)

Sponsorship and advertising	$	25,000		$	673,600		$	(648,600	)	(96	) %
Player entry fees		-			790,500			(790,500	)	(100	) %
Total revenue		25,000			1,464,100			(1,439,100	)	(98	) %

Operating expenses:
Cost of revenue		-			1,758,557			(1,758,557	)	(100	) %
Sales and marketing		-			62,845			(62,845	)	(100	) %
General and administrative		924,291			1,531,500			(607,209	)	(40	) %
Total operating expenses		924,291			3,352,902			(2,428,611	)	(72	) %

Gain (loss) from operations		(899,291	)		(1,888,802	)		989,511		(52	) %

Other income (expense):
Interest and financing costs		(561,567	)		(170,500	)		(391,067	)	229	%
Interest income		2,333			-
Change in fair value of warrant liability		(29,692	)		80,578			(110,270	)	(137	) %
Total other income (expense)		(588,926	)		(89,922	)		(499,004	)	555	%

Net loss	$	(1,488,217	)	$	(1,978,724	)	$	490,507		(25	) %

Revenue: We generate revenue primarily through a combination of (1) the sale of sponsorships and advertising in connection with our tournaments, (2) the license of our proprietary marks/brands, and (3) entry fees paid by the players entering our golf tournaments. During the nine months ended September 30, 2010, we generated revenues of $25,000 compared to $1,464,100 for the nine months ended September 30, 2009. Due to the lack of capital, we were unable to host our tournament during the nine months ended September 30, 2010 as we had hosted in the same period of 2009.

General and Administrative: General and administrative expense consists primarily of salaries and other personnel-related expenses to support our tournament operations, non-cash stock-based compensation for general and administrative personnel, professional fees (e.g., accounting and legal), corporate insurance, and facilities costs. General and administrative expenses decreased in the nine months ended September 30, 2010, compared to September 30, 2009, due to continued cost reductions in the current year.

Interest and Financing Costs: Interest and financing costs increased $391,067 or 229% in the nine months ended September 30, 2010. In February 2010, we converted advances from a related party to a convertible note in the amount of $921,300 with an 8% interest rate. Also, in May, we issued a $50,000 convertible note with an interest rate of 8% and convertible at 50% of the closing price on the date of conversion, which we determined had a beneficial conversion feature with a value of $50,000. We also exchanged $200,000 of debt for a convertible note with similar terms to the $50,000 note, which we determined had a beneficial conversion feature with a value of $200,000. The increase is also due to the fair value of the warrants that were issued in conjunction with the convertible notes. We recorded to interest and financing costs $285,699 related to the fair value of the warrants. During the nine months ended September 30, 2010, we amortized $143197 of the debt discount which is recorded in “interest and financing costs” on the consolidated statement of operations. During the nine months ended September 30, 2009, we recorded $78,000 as an interest and financing cost related to the refinancing of the $1,150,000 related party convertible note.

Change in Fair Value of Warrant Liability: The fair value of the derivative liability is revalued quarterly utilizing Black-Scholes valuation model computations with the increase or decrease in fair value being reported in the statement of operations as other income (expense). During the nine months ended September 30, 2010, the fair value increased $29,692 due to the increase in share price from $0.01 at December 31, 2009 to $0.016 at September 30, 2010. During the nine months ended September 30, 2009, the fair value decreased $80,578 due to the decrease in share price from $0.09 at December 31, 2009, to $0.02 at September 30, 2009.

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations, and require management's difficult, subjective, or complex judgments often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

The preparation of financial statements, in conformity with U.S. Generally Accepted Accounting Principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant areas requiring the use of management estimates relate to the determination of depreciation rates for equipment, future tax rates used to determine future income taxes, and the carrying values of goodwill and accrued derivative liabilities. Actual results could differ from these estimates upon which the carrying values were based.

We recognize revenue from sponsorship and advertising agreements when earned in connection with the applicable tournament, as set forth in the sponsorship or advertising agreement, either upon completion of the tournament, publication or airing of the advertising. Upfront non-refundable payments, where we are providing continuing services related to the airing of a tournament series, are deferred and recognized as revenue over the contract period. Revenues and related expenses from barter transactions, in which we receive goods or services in exchange for sponsorships of tournaments, are recorded at fair value.

We apply ASC Topic 815, “Derivatives and Hedging,” which provides a two-step model to determine whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the scope exception in ASC 815-10-15-74. Using the criteria in ASC 815, we determine which instruments or embedded features that require liability accounting and record the fair values as an accrued derivative liability. The changes in the values of the accrued derivative liabilities are shown in the accompanying consolidated statements of operations as “Change in fair value of warrant liability.”

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments we hold. ASC Topic 825, “Financial Instruments” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities qualify as financial instruments, and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments, their expected realization, and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

We record stock-based compensation in accordance with ASC Topic 718 “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value on the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, our volatility is based on the historical volatility of our stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

We use the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables, including the expected life of options granted and our expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010 – 17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. We do not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on January 1, 2011.

(a) Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (“CEO”) and chief financial officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, our CEO/CFO concluded that our disclosure controls and procedures were not effective, on a timely basis, in recording, processing, summarizing, and reporting information required to be disclosed by us in the reports that we file or submit under the Exchange Act. As previously reported under Item 9A(T) in our Annual Report on Form 10-K for the year ended December 31, 2009 (the “Annual Report”), we had numerous deficiencies in our disclosures controls as of December 31, 2009. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such deficiencies. As of September 30, 2010, the deficiencies described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.

(b) Internal Control over Financial Reporting. There have been no changes in our internal controls over financial reporting or in other factors during the fiscal quarter ended September 30, 2010 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date we carried out our most recent evaluation. As previously reported in Item 9A(T) of the Annual Report, we had numerous material weaknesses in our internal control over financial reporting as of December 31, 2009. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such material weaknesses. As of September 30, 2010, the material weaknesses described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.

3.1	Certificate of Designation of Series A Convertible Preferred Stock (filed as exhibit to 8-K filed on April 19, 2010 and incorporated herein by reference)
10.1	Securities Purchase Agreement, dated April 13, 2010, by and between the Company and Green Life, Inc. (filed as exhibit to 8-K filed on April 19, 2010 and incorporated herein by reference)
10.2	$50,000 8% Convertible Debenture dated of March 31, 2010 in favor of Green Life, Inc. (filed as exhibit to 8-K filed on April 19, 2010 and incorporated herein by reference)
10.3	Exchange Agreement dated as of April 13, 2010 by and between World Series of Golf, Inc. and Augustine Fund L.P. (filed as exhibit to 8-K filed on April 19, 2010 and incorporated herein by reference)
10.4	$200,000 8% Convertible Debenture dated as of April 13, 2010 in favor of Augustine Fund L.P. (filed as exhibit to 8-K filed on April 19, 2010 and incorporated herein by reference)
10.5	Agreement of Termination and Release, dated August 13, 2010, between the Company and John F. Slitz, Jr. and Slitz and Company (filed as an exhibit to 8-K filed on August 19, 2010 and incorporated herein by reference)
10.6	Agreement of Termination and Release, dated August 13, 2010, between the Company and Joseph F. Martinez (filed as an exhibit to 8-K filed on August 19, 2010 and incorporated herein by reference)
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Large accelerated filer 	Accelerated filer 
Non-accelerated filer  (Do not check if a smaller reporting company)	Smaller reporting company x

	September 30, 2010			December 31, 2009
Annual dividend yield		-			-
Expected life (years)	0.50 to 4.97				1.4
Risk-free interest rate	0.61 to 1.27%				0.40	%
Expected volatility		400	%		400	%

	Fair Value		Fair Value Measurements at
	As of		September 30, 2010
	September 30, 2010		Using Fair Value Hierarchy
Liabilities:			Level 1		Level 2		Level 3
Warrant liability	$	347,147		-	$	347,147		-
Beneficial conversion feature		424,519	$	-		424,519	$	-
Total	$	771,666	$	-	$	771,666	$	-


	September 30,
	2010		2009
Convertible notes		84,821,831		2,901,912
Stock options		2,085,000		1,585,000
Warrants		22,476,619		3,429,000
		109,383,450		7,915,912


Description	Amount
Balance, December 31, 2009	$	235,000
Additional notes		296,500
Exchange of notes		200,000
Discount on additional notes		(508,000	)
Amortization of discount		142,947
		366,447
Less current portion, September 30, 2010 (unaudited)		(249,255	)
Noncurrent balance, September 30, 2010 (unaudited)	$	117,192

Nevada (State of Incorporation)	87-0719383 (I.R.S. Employer Identification No.)


Dated: November 12, 2010	WORLD SERIES OF GOLF, INC.

	By:	/s/ James Tilton
		[Missing Graphic Reference]
		James Tilton, Chief Financial Officer
		(Principal Financial Officer)