World Series of Golf, Inc. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - World Series of Golf, Inc.	Financial_Report.xls
EX-31.2 - CERTIFICATION - World Series of Golf, Inc.	wsg_10q-ex3102.htm
EX-32.1 - CERTIFICATION - World Series of Golf, Inc.	wsg_10q-ex3201.htm
EX-32.2 - CERTIFICATION - World Series of Golf, Inc.	wsg_10q-ex3202.htm
EX-10.1 - DEBENTURE - World Series of Golf, Inc.	wsg_10q-ex1001.htm
EX-31.1 - CERTIFICATION - World Series of Golf, Inc.	wsg_10q-ex3101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

o	Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______.

Commission file number 333-140685

WORLD SERIES OF GOLF, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

10161 Park Run Drive, Suite 150

Las Vegas, NV 89145

(Address of Principal Executive Offices) (Zip Code)

(702) 740-1744

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

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

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

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

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

As of August 5, 2011, 24,431,561 shares of the registrant’s common stock were outstanding.

TABLE OF CONTENTS

		Page Number

PART I:	FINANCIAL INFORMATION	3

Item 1:	Financial Statements	3

	Consolidated Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2011 and 2010 (unaudited)	4
	Consolidated Statement of Stockholders' Deficit for the six months ended June 30, 2011 (unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4:	Controls and Procedures	22

PART II:	OTHER INFORMATION	23

Item 1:	Legal Proceedings	23

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3:	Defaults Upon Senior Securities	23

Item 4:	(Removed and Reserved)	23

Item 5:	Other Information	23

Item 6:	Exhibits	24

SIGNATURES		25

PART I – FINANCIAL INFORMATION

Item 1: Financial Statements

World Series of Golf, Inc

Consolidated Balance Sheets

	June 30, 2011			December 31, 2010
	(unaudited)

ASSETS
Current assets:
Cash	$	578		$	28,461
Prepaid expenses and other assets		257,940			230,773
Total current assets		258,518			259,234

Equipment, net		12,539			14,906

Total assets	$	271,057		$	274,140

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	1,214,604		$	1,112,602
Convertible notes and interest payable to related parties, net of debt discount of $32,796 and $48,074		1,382,595			1,288,338
Convertible notes, net of debt discount of $124,635 and $66,250		1,204,965			1,218,750
Advances		65,000			65,000
Derivative liabilities		802,654			787,664
Due to related party		536,018			563,278
Accrued payroll		191,300			191,300
Other current liabilities		686,318			591,323
Total current liabilities		6,083,454			5,818,255

Convertible notes payable, non-current, net of discounts of $89,858 and $227,900		141,242			18,600
Note payable-related party		275,000			275,000

Total liabilities		6,499,696			6,111,855

Commitments and contigencies

Stockholders' deficit
Preferred stock, $0.001 par value; 10,000,000 shares authorized: 2,000 shares issued and outstanding at June 30, 2011 and December 31, 2010		2			2
Common stock and additional paid in capital, $0.001 par value; 90,000,000 shares authorized: 25,431,561 and 22,151,561 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively		25,432			22,152
Additional paid-in capital		9,317,540			9,279,220
Accumulated deficit		(15,571,613	)		(15,139,089	)
Total stockholders' deficit		(6,228,639	)		(5,837,715	)

Total liabilities and stockholders' equity (deficit)	$	271,057		$	274,140

The accompanying notes are an integral part of these consolidated financial statements.

World Series of Golf, Inc

Consolidated Statements of Operations

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010

Revenue:
Sponsorship and advertising	$	-		$	-		$	-		$	25,000
Player entry fees		-			-			-			-

Total revenue		-			-			-			25,000

Operating expenses:
Cost of revenue		-			-			-			-
Sales and marketing		-			-			-			-
General and administrative		71,365			410,933			184,992			655,090
Total operating expenses		71,365			410,933			184,992			655,090

Loss from operations		(71,365	)		(410,933	)		(184,992	)		(630,090	)

Other income (expense):
Interest and financing costs		(141,712	)		(106,160	)		(321,909	)		(138,861	)
Interest income		14,834			-			30,167			-
Change in fair value of derivative liabilities		76,643			(14,714	)		44,210			(13,811	)
Total other income (expense)		(50,235	)		(120,874	)		(247,532	)		(152,672	)

Net loss	$	(121,600	)	$	(531,807	)		(432,524	)	$	(782,762	)

Loss per common share -- basic and diluted:
Net loss per common share -- basic diluted	$	(0.00	)	$	(0.02	)		(0.02	)	$	(0.04	)

Weighted average shares outstanding used in computing net loss per share -- basic and diluted		24,683,869			22,151,561			23,534,102			22,151,561

The accompanying notes are an integral part of these consolidated financial statements.

World Series of Golf, Inc

Consolidated Statement of Stockholders’ Equity (Deficit)

For the Six Months Ended June 30, 2011

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

Balance, December 31, 2010		2,000	$	2		22,151,561	$	22,152	$	9,279,220	$	(15,139,089	)	$	(5,837,715	)

Shares issued for conversion of note payable		-		-		3,280,000		3,280		38,320		-			41,600
Net loss		-		-		-		-		-		(432,524	)		(432,524	)

Balance, June 30, 2011 (unaudited)		2,000	$	2		25,431,561	$	25,432	$	9,317,540	$	(15,571,613	)	$	(6,228,639	)

The accompanying notes are an integral part of these consolidated financial statements.

World Series of Golf, Inc

Consolidated Statements of Cash Flows

(unaudited)

	Six Months Ended June 30,
	2011			2010

Operating activities:
Net loss	$	(432,524	)	$	(782,762	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		2,367			4,105
Amortization of debt discount		177,935			56,333
Share-based payments of consulting and other expenses		-			23,213
Change in fair value of derivative liabilities		(44,210	)		13,811
Convertible debt issued for compensation		30,000			-
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(30,167	)		17,500
Accounts payable		102,002			(26,368	)
Unearned revenue and player deposits		-			(36,000	)
Accrued interest on related party note payable		48,979			70,869
Due to related party		(27,260	)		90,000
Accrued payroll		-			259,500
Other current liabilities		94,995			6,814

Net cash used in operating activities		(77,883	)		(302,985	)

Investing activities:
Purchases of property and equipment		-			(936	)

Net cash used in investing activities		-			(936	)

Financing activities:
Proceeds from issuance of Series A preferred stock		-			200,000
Proceeds from issuance of convertible debt		50,000			50,000
Proceeds from advances		-			65,000
Payments on convertible note-related party		-			(10,000	)
Proceeds from advances from related parties		-			6,300

Net cash provided by financing activities		50,000			311,300

Net increase (decrease) in cash		(27,883	)		7,379

Cash -- beginning of period		28,461			453

Cash -- end of period	$	578		$	7,832

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


Supplemental non-cash investing and financing activities:
Conversion of amount due to related party to convertible note	$	-		$	921,300
Issued 3,280,000 shares of common stock for the conversion of $20,800 of convertible promissory notes and $20,800 of related derivative liabilities	$	41,600		$	-

The accompanying notes are an integral part of these consolidated financial statements.

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

Note 1: Business and Organization

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

The acquisition was consummated pursuant to an Agreement and Plan of Merger, dated January 31, 2008, whereby WSG-NV merged with and into WSG Acquisition, Inc. (“Acquisition Sub”), a newly formed wholly-owned Nevada subsidiary of ICP. This transaction is commonly referred to as a “reverse acquisition” in which all of the outstanding capital stock of WSG-NV was effectively exchanged for a controlling interest in ICP. This type of transaction is considered to be a recapitalization rather than a business combination. Accordingly, 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.

Note 2: Going Concern

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 June 30, 2011, the Company had an accumulated deficit of $15,571,613, 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 June 30, 2011, the Company has a working capital deficit of $5,824,936 and cash of $578.

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 is working to develop regional and satellite tournaments both domestically and internationally. In recent months management has successfully obtained a rescission of a previously entered into exclusive licensing agreement, returning control to the Company for all satellite tournament operations as well as ownership and control over all prior and future television programs featuring the Company's tournaments. In addition, the Company is exploring options to generate additional revenue from the redistribution of prior television programming including cable and online options; working to develop online, virtual and simulator games based on the company's patented technology, and working to build and develop sponsorship and partner opportunities. 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.

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

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

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of World Series of Golf, Inc. and the Company’s wholly-owned subsidiary, WSG Online, Inc. Intercompany balances and transactions have been eliminated.

Use of Estimates

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 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.

Equipment

Equipment is stated at cost and depreciated using the straight-line method over estimated useful life of five years. Expenditures for maintenance and repairs are charged to expense as incurred.

Revenue Recognition

Revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred, collectability is reasonably assured, and fees are fixed or determinable. The Company derives its revenues from sponsorship and advertising, license agreements, and player entry fees. Sponsorship and advertising revenue includes fees obtained for the right to sponsor the Company’s tournament events and for advertising in the Company’s television programming.

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. Barter transactions accounted for $0 of total revenue for the three and six months ended June 30, 2011, and $0 and $25,000 of total revenue for the three and six months ended June 30, 2010, respectively

The Company recognizes revenue related to player entry fees upon the successful completion of a scheduled tournament. The Company records player entry fees revenue on a net basis, in that the Company does not record gifted or sponsored buy-ins to player entry fees revenue with an offset to expense. Player entry fees collected prior to a scheduled tournament are deferred and recognized when earned upon the occurrence of the scheduled tournament.

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

Advertising

Advertising costs, which are included in sales and marketing expenses, are expensed as they are incurred. For the three and six months ended June 30, 2011 and 2010 advertising costs were approximately $0.

Fair Value Measurements

For certain financial instruments, including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has long-term debt with financial institutions. The carrying amounts of the convertible notes approximate their fair values based on current rates of interest for instruments with similar characteristics.

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 three levels of valuation hierarchy are defined as follows:

	●	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s derivative liabilities are carried at fair value totaling $802,654 and $787,664, as of June 30, 2011 and December 31, 2010, respectively. The Company used Level 2 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using the Black-Scholes option pricing model using the following assumptions:

	June 30, 2011	December 31, 2010
Annual dividend yield	-	-
Expected life (years)	0.01 to 4.22	0.16 to 4. 72
Risk-free interest rate	0.01 to 1.76%	0.19 to 2.01%
Expected volatility	400%	400%

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.

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

The following table summarizes the financial liabilities measured at fair value on a recurring basis as of June 30, 2011:

	Fair Value As of June 30, 2011		Fair Value Measurements at June 30, 2011 sing Fair Value Hierarchy
Liabilities:			Level 1		Level 2		Level 3
Warrant liability	$	208,865	$	-	$	208,865	$	-
Beneficial conversion feature		593,789		-		593,789		-
Total	$	802,654	$	-	$	802,654	$	-

Due to the change in the fair value of derivative liabilities, the Company recognized a gain for the three and six months ended June 30, 2011 of $76,643 and $44,210, respectively. For the three and six months ended June 30, 2010, the Company recognized a loss of $14,714 and $13,811, respectively.

The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the consolidated balance sheets at fair value in accordance with ASC 825.

Net Loss Per Common Share

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

	June 30,
	2011		2010
Convertible notes		154,622,000		76,350,847
Stock options		2,085,000		2,085,000
Warrants		21,038,000		3,429,000
		177,745,000		81,864,847

Stock-Based Compensation

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.

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. 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.

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

Income Taxes

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 six months ended June 30, 2011 and 2010. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. There are no uncertain tax positions at June 30, 2011 and December 31, 2010.

Recently Issued Accounting Standards

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU No. 2010-06”). The new standard addresses, among other things, guidance regarding activity in Level 3 fair value measurements. Portions of ASU No. 2010-06 that relate to the Level 3 activity disclosures are effective for the annual reporting period beginning after December 15, 2010. The Company will provide the required disclosures beginning with the Company’s Annual Report on Form 10-K for the year ending December 31, 2011. Based on the initial evaluation, the Company does not anticipate a material impact to the Company’s financial position, results of operations or cash flows as a result of this change.

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

Note 4: Convertible Notes and Interest payable to Related Parties

Convertible notes and interest payable to related parties at June 30, 2011 and December 31, 2010 consist of the following:

	June 30, 2011			December 31, 2010
Slitz convertible promissory note amended May 2009. Principal balance of $1,150,000, interest rate of 8% per annum, and a conversion rate of $0.50. Accrued interest at June 30, 2011 and December 31, 2010 is $171,954 and $125,699, respectively. The note is currently past due.	$	1,321,954		$	1,275,699

Tilton $35,000 convertible promissory note issued September 30, 2010. Interest rate is 8% per annum with a conversion rate of 50% of the closing bid price. The conversion rate at June 30, 2011 and December 31, 2010 was $0.005 and $0.009, respectively. Accrued interest at June 30, 2011 and December 31, 2010 is $2,116 and $707, respectively. The note is currently past due.		37,116			35,707

Tilton $25,000 convertible promissory note issued December 31, 2010 with a maturity date of June 30, 2011. Interest rate is 8% per annum with a conversion rate of 50% of the closing bid price. The conversion rate at June 30, 2011 and December 31, 2010 was $0.005 and $0.009, respectively. Accrued interest at June 30, 2011 and December 31, 2010 is $1,011 and $6, respectively. The note is currently past due.		26,011			25,006

Tilton $15,000 convertible promissory note issued March 31, 2011 with a maturity date of December 31, 2011. Interest rate is 8% per annum with a conversion rate of 50% of the closing bid price. The conversion rate at March 31, 2011 was $0.005. Accrued interest at June 30, 2011 is $307.		15,307			-

Tilton $15,000 convertible promissory note issued June 30, 2011 with a maturity date of December 31, 2011. Interest rate is 8% per annum with a conversion rate of 50% of the closing bid price. The conversion rate at June 30, 2011 was $0.005. Accrued interest at June 30, 2011 is $3.		15,003			-
		1,415,391			1,336,412
Debt discounts		(32,796	)		(48,074	)
Convertible note and interest payable related parties, net	$	1,382,595		$	1,288,338

During the three and six months ended June 30, 2011 the Company recorded interest expense of $24,776 and $48,979, respectively, and during the three and six months ended June 30, 2010, the Company recorded interest expense of $41,729 and $70,869, respectively, related to the obligations under these convertible notes payable to related parties.

The amortization expense of debt discount for the three and six months ended June 30, 2011 was $25,278 and $45,278, respectively, and is included in “interest and financing costs” in the accompanying consolidated statements of operations. The amortization expense of debt discount for the three and six months ended June 30, 2010 was $0.

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

Note 5: Convertible Notes

The following table summarizes the current convertible notes:

	June 30, 2011			December 31, 2010
Group $235,000 convertible promissory notes. Interest rate is 6% per annum, and a conversion rate of $0.50. Accrued interest at June 30, 2011 and December 31, 2010 is $87,341 and $80,252, respectively. The note is currently past due.	$	235,000		$	235,000

Greenlife $50,000 convertible promissory note issued March 31, 2010. Interest rate is 8% per annum with a conversion rate of 50% of the closing bid price. The conversion rate at June 30, 2011 and December 31, 2010 was $0.005 and $0.009, respectively. Accrued interest at June 30, 2011 and December 31, 2010 is $5,078 and $3,067, respectively. The note is currently past due.		50,000			50,000

Greenlife $800,000 convertible promissory note issued August 13, 2010. Interest rate is 8% per annum with a conversion rate of $0.02. Accrued interest at June 30, 2011 and December 31, 2010 is $57,244 and $25,067, respectively. The note is currently past due.		800,000			800,000

Greenlife $50,000 convertible promissory note issued April 7, 2011 with a maturity date of June 30, 2012. Interest rate is 8% per annum with a conversion rate of 50% of the closing bid price. The conversion rate at June 30, 2011 was $0.005. Accrued interest at June 30, 2011 is $944.		50,000			-

Augustine $200,000 convertible promissory note issued April 13, 2010. Interest rate is 8% per annum with a conversion rate of 50% of the closing bid price. The conversion rate at June 30, 2011 and December 31, 2010 was $0.005 and $0.009, respectively. Accrued interest at June 30, 2011 and December 31, 2010 is $19,700 and $11,689, respectively. The note is currently past due.		194,600			200,000

Convertible notes, current		1,329,600			1,285,000
Debt discounts, current		(124,635	)		(66,250	)
Convertible notes, current, net	$	1,204,965		$	1,218,750

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

The following table summarizes the non-current convertible notes:

	June 30, 2011			December 31, 2010
Inter-Mountain $1,446,500 convertible promissory note issued September 17, 2010 with a maturity date of March 17, 2014. Interest rate is 6% per annum with a conversion rate of 70% of the closing bid price. The conversion rate at June 30, 2011 and December 31, 2010 was $0.007 and $0.012, respectively. Amount is net of notes receivable of $1,200,000. Accrued interest at June 30, 2011 and December 31, 2010 is $68,934 and $25,555, respectively.	$	231,100		$	246,500
		231,100			246,500
Debt discounts, non-current		(89,858	)		(227,900	)
Convertible notes non-current, net	$	141,242		$	18,600

During the three and six months ended June 30, 2011, the Company amortized $28,902 and $103,358, respectively, of the debt discount, $13,150 and $26,300 of the original issue discount, and $1,500 and $3,000 of the debt issuance costs which is included in interest and financing costs in the accompanying consolidated statements of operations. The Company recorded interest expense of $48,107 and $94,995 related to those notes for the three and six months ended June 30, 2011, respectively. The Company recorded interest expense of $8,093 and $11,623 related to those notes for the three and six months ended June 30, 2010, respectively.

Note 6: Stockholders’ Equity (Deficit)

Preferred Stock

Our board of directors has the authority, without action by the stockholders, to designate and issue up to 10,000,000 shares of preferred stock in one or more series and to designate the rights, preferences and privileges of each series, any or all of which may be greater than the rights of our common stock.

Common Stock

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

On March 23, 2011, Inter-Mountain converted $15,400 of their convertible promissory note into 2,200,000 shares of the Company’s common stock at a conversion price of $.007.

On June 3, 2011, Augustine converted $5,400 of their convertible promissory note into 1,080,000 shares of the Company’s common stock at a conversion price of $.005.

World Series of Golf, Inc.

Notes to Consolidated Financial Statements

For the Six months ended June 30, 2011 and 2010

(Unaudited)

Stock Options

The following table summarizes the option activity:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2010		2,085,000		$	0.07		8.42
Granted		-
forfeited		(2,085,000	)	$	0.07		7.92
Exercised		-
Outstanding at June 30, 2011		-		$	-			$	-
Exercisable at June 30, 2011		-		$	-		-	$	-

Warrants

The following summarizes the warrant activity:

Outstanding at December 31, 2010		22,476,619
Issued		-
Exercised		-
Expired		(1,439,000	)
Outstanding at June 30, 2011		21,037,619

Weighted avg. Exercise price	$	0.95

Note 7: Related Party Transactions

On March 31, 2011, the Company issued a $15,000, 8% convertible debenture due December 31, 2011 to Jim Tilton for accrued compensation expense. The convertible debenture is convertible into common stock 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 $15,000. The Company recorded a debt discount of $15,000 and a derivative liability.

On June 30, 2011, the Company issued a $15,000, 8% convertible debenture due December 31, 2011 to Jim Tilton for accrued compensation expense. The convertible debenture is convertible into common stock 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 $15,000. The Company recorded a debt discount of $15,000 and a derivative liability.

Included in “interest and financing costs” in the accompanying consolidated statement of operations, is $24,776 and $48,979 of interest and $25,278 and $45,278 of amortized discount related to the related party debt for the three and six months ended June 30, 2011, respectively. Included in “interest and financing costs” in the accompanying consolidated statement of operations is $38,376 and $71,203 of interest which includes $0 and $0 of amortized discount related to the related party debt for the six months ended June 30, 2010.

The Company’s CEO is paid by an affiliate company and is reimbursed by the Company. The Company recorded $30,000 and $60,000 respectively, as salary expense during the three and six months ended June 30, 2011. The amount payable to the affiliate company at June 30, 2011 and December 31, 2010 was 35,518 and $50,000, respectively.

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

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.

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

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

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

We have held a three-day World Series of Golf tournament in Las Vegas, Nevada during May in 2007, 2008 and 2009. Due to insufficient capital, we have not hosted a tournament in 2010 or 2011, 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 2011. The multi-player online video game is based on our unique method of play and is tied into a social network/web community where interested players can not only play the online version of The World Series of Golf, but will also be able to communicate with each other, share information, and buy related products online.

We have not generated revenues to date in the 2011 fiscal year. In prior periods, we generated revenue primarily through entry fees paid by the amateur players entering our tournaments, advertising, and sponsorship fees. We anticipate that, once we fully implement our online game strategy, revenue from subscription fees for online games and sponsorship fees to become a material percentage of our total revenues.

Cash Position, Going Concern and Recent Financing Activities

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 June 30, 2011, we had an accumulated deficit of approximately $15,571,613, 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 June 30, 2011, we had a working capital deficit (current assets less current liabilities) of $5,824,936 and $578 in cash. Our operating expenses will consume a material amount of our cash resources.

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

Discussion of Cash Flows

We used cash of approximately $77,883 and $302,985 in our operating activities during the six months ended June 30, 2011 and 2010, respectively. Cash used in operating activities relates primarily to funding net losses of $432,524, partially offset by the amortization of debt discounts of $177,935, an increase in accounts payable of $102,002 and an increase in other current liabilities of $94,995. We expect to use cash for operating activities in the foreseeable future as we continue our operating activities.

Our investing activities used cash of $0 and $936 in the six months ended June 30, 2011 and 2010, respectively for the purchase of equipment.

Our financing activities provided cash of approximately $50,000 and $311,300 in the six months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011, we received proceeds from issuing a convertible note payable of $50,000.

Going Concern

In our Annual Report on Form 10-K for the year ended December 31, 2010, our independent auditors included an explanatory paragraph in their report relating to our consolidated financial statements for the years ended December 31, 2010 and 2009, 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.

Summary

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

To attain profitable operations, management’s plan is to execute its strategy of (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. We will continue to be dependent on outside capital to fund our operations for the foreseeable future. Any financing we obtain may further dilute, or otherwise impair, the ownership interest of our current stockholders. If we fail to generate positive cash flows or fail to obtain additional capital when required, we could modify, delay, or abandon some or all of our plans. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Consolidated Results of Operations

Comparison of the Three Months Ended June 30, 2011 to the Three Months Ended June 30, 2010

	Three Months Ended June 30,						Change
	2011			2010			$			%

Sponsorship and advertising	$	-		$	-		$	-		-	%
Player entry fees		-			-			-		-	%
Total revenue		-			-			-		-	%

Operating expenses:
Cost of revenue		-			-			-		-	%
Sales and marketing		-			-			-		-	%
General and administrative		71,365			410,933			(339,568	)	(83)	%
Total operating expenses		71,365			410,933			(339,568	)	(83)	%

Gain (loss) from operations		(71,365	)		(410,933	)		339,568		(83)	%

Other income (expense):
Interest and financing costs		(141,712	)		(106,160	)		(35,552	)	33	%
Interest income		14,834			-			14,834		100	%
Change in fair value of warrant liability		76,643			(14,714	)		91,357		(621)	%
Total other income (expense)		(50,235	)		(120,874	)		70,639		(58)	%

Net loss	$	(121,600	)	$	(531,807	)	$	410,207		(77)	%

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 June 30, 2011 and 2010, we did not generate revenues. Due to the lack of capital, we were unable to host our tournament during 2011 or 2010.

Cost of Revenue: Cost of revenue primarily consists of barter transactions, player payout (tournament prizes), media production costs, and other event costs. During the three months ended June 30, 2011 and 2010, we did not incur any costs.

Sales and Marketing: Sales and marketing expense consists primarily of consulting, public relations, sales materials, and advertising. We did not incur any sales and marketing expenses during the three months ended June 30, 2011 and 2010.

General and Administrative: General and administrative expense consists primarily of salaries and other personnel-related expenses to support our tournament operations, professional fees (e.g., accounting and legal), corporate insurance, and facilities costs. General and administrative expenses decreased to $71,365 in the three months ended June 30, 2011 compared to $410,933 in the three months ended June 30, 2010 due to continued cost reductions in the current year.

Interest and Financing Costs: Interest and financing costs increased $35,552 or 33% in the three months ended June 30, 2011 compared to 2010 due to the increase in convertible notes and the amortization of debt discounts associated with the convertible notes issued during the quarter. During the three months ended June 30, 2011 and 2010, we amortized $68,830 and $0 of the debt discount, respectively, 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 June 30, 2011, the fair value increased $91,357due to the decrease in share price from $0.017 at December 31, 2010 to $0.01 at June 30, 2011. During the three months ended June 30, 2010, the fair value increased $14,174.

	Six Months Ended June 30,						Change
	2011			2010			$			%

Sponsorship and advertising	$	-		$	25,000		$	(25,000	)	(100)	%
Player entry fees		-			-			-		-	%
Total revenue		-			25,000			(25,000	)	(100)	%

Operating expenses:
Cost of revenue		-			-			-		-	%
Sales and marketing		-			-			-		-	%
General and administrative		184,992			655,090			(470,098	)	(72)	%
Total operating expenses		184,992			655,090			(470,098	)	(72)	%

Gain (loss) from operations		(184,992	)		(630,090	)		445,098		(71)	%

Other income (expense):
Interest and financing costs		(321,909	)		(138,861	)		(183,048	)	132	%
Interest income		30,167			-			30,167		100	%
Change in fair value of warrant liability		44,210			(13,811	)		58,021		(420)	%
Total other income (expense)		(247,532	)		(152,672	)		(94,860	)	62	%

Net loss	$	(432,524	)	$	(782,762	)	$	350,238		(45)	%

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 six months ended June 30, 2011, we generated $0 in revenues compared to $25,000 for the six months ended June 30, 2010. Due to the lack of capital, we were unable to host our tournament during 2011 or 2010.

Cost of Revenue: Cost of revenue primarily consists of barter transactions, player payout (tournament prizes), media production costs, and other event costs. During the six months ended June 30, 2011 and 2010, we did not incur any costs.

General and Administrative: General and administrative expense consists primarily of salaries and other personnel-related expenses to support our tournament operations, professional fees (e.g., accounting and legal), corporate insurance, and facilities costs. General and administrative expenses decreased to $184,992 in the six months ended June 30, 2011 compared to $655,090 in the six months ended June 30, 2010 due to continued cost reductions in the current year.

Interest and Financing Costs: Interest and financing costs increased $183,048 or 132% in the six months ended June 30, 2011 compared to 2010 due to the increase in convertible notes and the amortization of debt discounts associated with the convertible notes issued during the quarter. During the six months ended June 30, 2011 and 2010, we amortized $177,936 and $56,333 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 six months ended June 30, 2011, the fair value increased $58,021 due to the decrease in share price from $0.017 at December 31, 2010 to $0.01 at June 30, 2011. During the six months ended June 30, 2010, the fair value increased $13,811.

Off-Balance Sheet Arrangements

As of June 30, 2011, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Critical Accounting Policies

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.

Use of Estimates

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.

Revenue Recognition

Revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred, collectability is reasonably assured, and fees are fixed or determinable. We derive our revenues from sponsorship and advertising, license agreements, and player entry fees. Sponsorship and advertising revenue includes fees obtained for the right to sponsor our tournament events and for advertising in our television programming.

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 recognize revenue related to player entry fees upon the successful completion of a scheduled tournament. We record player entry fees revenue on a net basis, in that we do not record gifted or sponsored buy-ins to player entry fees revenue with an offset to expense. Player entry fees collected prior to a scheduled tournament are deferred and recognized when earned upon the occurrence of the scheduled tournament.

Warrant Liability

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.”

Fair Value Measurements

For certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, and short-term debt, the carrying amounts approximate their fair values due to their short maturities. In addition, we have long-term debt with financial institutions. The carrying amounts of the convertible notes approximate their fair values based on current rates of interest for instruments with similar characteristics.

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:

	●	Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

We analyze all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

Stock-based Compensation

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.

Recently Issued Accounting Standards

Item 3: Quantitative and Qualitative Disclosure About Market Risk

Not applicable.

Item 4: Controls and Procedures

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 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting during the fiscal quarter ended June 30, 2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1: Legal Proceedings

On March 24, 2010, a summons and complaint was filed against us by Walter Rausch in a matter entitled Walter Rausch v. World Series of Golf, Inc., United States District Court, District of Nevada, Case No: 2:10-cv-00412. Mr. Rausch, a purchaser of a convertible note, in a private placement of our notes in May 2008 alleges damages in the amount of $93,925, representing the principal of $85,000 plus accrued interest through March 9, 2010 of $8,925. The case is currently in discovery.

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

On March 31, 2011, the Company issued a $15,000, 8% convertible debenture due December 31, 2011 to James D. Tilton, Jr., the Company’s chief financial officer. The convertible debenture into common stock is convertible at 50% of the common stock price at the date the Company receives notice of conversion. The Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended for transactions not involving a public offering.

On June 30, 2011, the Company issued a $15,000, 8% convertible debenture due December 31, 2011 to James D. Tilton, Jr., the Company’s chief financial officer. The convertible debenture into common stock is convertible at 50% of the common stock price at the date the Company receives notice of conversion. The Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended for transactions not involving a public offering.

Item 3: Defaults Upon Senior Securities

As of the filing of this document, we are currently in default on the following debt:

	●	The Slitz convertible promissory note: Principal and interest owed as of the date of this filing is $1,321,954.
	●	The Tilton $35,000 convertible promissory note: Principal and interested owed as of the date of this filing is $37,116.
	●	The Tilton $25,000 convertible promissory note: Principal and interested owed as of the date of this filing is $26,011.
	●	The Group $235,000 convertible promissory notes: Principal and interest owed as of the date of this filing is $322,341.
	●	The Greenlife $50,000 convertible promissory note: Principal and interest owed as of the date of this filing is $55,078.
	●	The Greenlife $800,000 convertible promissory note: Principal and interest owed as of the date of this filing is $857,244.
	●	The Augustine $200,000 convertible promissory note: Principal and interest owed as of the date of this filing is $214,300.

Item 4: (Removed and Reserved)

Item 5: Other Information

None.

Item 6: Exhibits

10.1	Convertible Debenture, dated June 30, 2011

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

101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WORLD SERIES OF GOLF, INC.

Dated: August 10, 2011	By:	/s/ James D. Tilton, Jr.
		James D. Tilton, Jr., Chief Financial Officer
		(Principal Financial Officer)

World Series of Golf, Inc. - FORM 10-Q - August 9, 2011

Attached files

World Series of Golf, Inc. Reports