UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended
September 30,
2008
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period
to
__________
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Commission
File Number:
333-140685
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World Series of Golf,
Inc.
(Exact
name of small business issuer as specified in its charter)
Nevada
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87-0719383
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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5340 S. Procyon St.,
Las Vegas, NV 89118
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(Address
of principal executive offices)
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(702)
740-1740
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes [ ] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
[ ] Large
accelerated
filer [
] Accelerated filer
[ ]
Non-accelerated
filer [X]
Smaller reporting company
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [ ] Yes [X] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 22,109,999 common shares as of
November 12, 2008
PART
I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our
unaudited financial statements included in this Form 10-Q are as
follows:
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These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the interim
period ended September 30, 2008 are not necessarily indicative of the results
that can be expected for the full year.
WORLD
SERIES OF GOLF, INC.
Balance Sheets
ASSETS
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(unaudited)
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CURRENT
ASSETS
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Cash
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$
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401,213
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$
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244,914
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Accounts
receivable
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881,442
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186,960
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Prepaid
expenses
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3,465
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-
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Total
Current Assets
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1,286,120
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431,874
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FIXED
ASSETS, net
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287,179
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190,627
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TOTAL
ASSETS
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$
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1,573,299
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$
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622,501
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LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT
LIABILITIES
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Accounts
payable
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$
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460,865
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$
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59,135
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Convertble
debt, net
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1,728,969
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912,653
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Other
current liabilities
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171,485
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63,500
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Total
Current Liabilities
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2,361,319
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1,035,288
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LONG-TERM
LIABILITIES
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-
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-
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Total
Liabilities
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2,361,319
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1,035,288
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STOCKHOLDERS'
EQUITY (DEFICIT)
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Common
stock; 50,000,000 shares authorized,
at $0.001 par value,
22,109,999 and 21,399,999
shares
issued
and outstanding, respectively
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22,109
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21,399
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Additional
paid-in capital
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9,932,607
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8,109,520
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Stock
subscription receivable
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(2,000,000)
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(2,000,000)
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Accumulated
deficit
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(8,742,736)
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(6,543,706)
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Total
Stockholders' Equity (Deficit)
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(788,020)
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(412,787)
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TOTAL
LIABILITIES AND STOCKHOLDERS'
EQUITY
(DEFICIT)
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$
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1,573,299
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$
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622,501
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The
accompanying notes are an integral part of these financial
statements.
WORLD
SERIES OF GOLF, INC.
Statements of
Operations
(unaudited)
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For
the Three
Months
Ended
September
30,
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For
the Nine
Months
Ended
September
30,
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2008
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2007
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2008
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2007
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REVENUES
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$
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571,876
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$
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519,670
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$
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2,634,630
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$
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1,169,544
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COST
OF SALES
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25,351
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25,074
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1,939,649
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567,101
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GROSS
PROFIT
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546,525
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494,596
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694,981
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602,443
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EXPENSES
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Management
fees
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174,986
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100,000
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485,871
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621,543
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Depreciation
and amortization
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12,823
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35,165
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38,467
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35,165
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Advertising
and marketing
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70,009
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208,238
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311,645
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390,000
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Professional
fees
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281,001
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268,739
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728,921
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320,381
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General
and administrative
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100,731
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2,825,638
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1,041,442
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3,675,617
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Total
Expenses
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639,550
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3,437,780
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2,606,346
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5,042,706
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OPERATING
LOSS
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(93,025)
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(2,943,184)
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(1,911,365)
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(4,440,263)
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OTHER
INCOME (EXPENSE)
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Interest
income
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79
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-
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655
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-
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Interest
expense
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(137,323)
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-
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(288,320)
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-
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Total
Other Income (Expense)
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(137,244)
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-
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(287,665)
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-
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NET
LOSS
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$
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(230,269)
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$
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(2,943,184)
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$
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(2,199,030)
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$
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(4,440,263)
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BASIC
LOSS PER COMMON SHARE
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$
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(0.01)
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$
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(0.41)
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$
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(0.10)
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$
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(0.76)
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WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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21,969,999
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7,252,284
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21,750,0999
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5,875,000
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The accompanying notes are an integral part of these financial
statements.
WORLD
SERIES OF GOLF, INC.
Statements of Stockholders' Equity
(Deficit)
(unaudited)
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Common
Stock
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Accumulated
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Shares
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Amount
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Capital
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Receivable
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Deficit
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Total
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Balance,
December 31, 2006
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8,629,568
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$
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8,629
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$
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1,964,371
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$
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-
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$
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(1,693,410)
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$
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279,590
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Common
stock issued for
cash at $1.05 per share
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4,323,319
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4,323
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4,554,677
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(2,000,000)
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-
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2,559,000
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Common
stock issued for
services at $1.05 per
share
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1,447,113
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1,447
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1,524,553
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-
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-
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1,526,000
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Contributed
capital
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-
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-
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24,885
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-
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-
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24,885
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Beneficial
conversion feature
of convertible debt
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-
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-
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48,034
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-
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-
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48,034
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Recapitalization
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6,999,999
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7,000
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(7,000)
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-
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-
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-
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Net
loss for the year
December 31, 2007
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-
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-
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-
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-
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(4,850,296)
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(4,850,296)
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Balance,
December 31, 2007
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21,399,999
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21,399
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8,109,520
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(2,000,000)
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(6,543,706)
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(412,787)
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Common
stock issued for
cash at $1.25 per share
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304,000
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304
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379,696
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-
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-
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380,000
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Beneficial
conversion feature
of convertible debt
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-
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-
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587,404
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-
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-
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587,404
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Fair
value of warrant attached
to common
stock
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-
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-
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598,093
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-
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-
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598,093
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Common
stock issued for
services at $1.25 per share
|
406,000
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|
406
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257,894
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-
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-
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258,300
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Net
loss for the nine months
ended September 30,
2008
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-
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-
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-
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-
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(2,199,030)
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(2,199,030)
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Balance,
September 30, 2008
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22,109,999
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$
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22,109
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$
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9,932,607
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$
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(2,000,000)
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$
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(8,742,736)
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$
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(788,020)
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The accompanying notes are an
integral part of these financial statements.
WORLD
SERIES OF GOLF, INC.
Statements of Cash
Flows
(unaudited)
|
For
the Nine
Months
Ended
September
30,
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2008
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|
2007
|
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OPERATING
ACTIVITIES
|
|
|
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|
Net
loss
|
$
|
(2,199,030)
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$
|
(4,440,263)
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Adjustments
to reconcile net loss to
net cash used by operating
activities:
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Depreciation
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38,467
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35,165
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Amortization
of discount on debt
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|
195,801
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Common
stock and warrants issued for services
|
|
856,394
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1,526,000
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Changes
in operating assets and liabilities
|
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(Increase)
decrease in accounts receivable
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(694,482)
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(195,540)
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(Increase)
decrease in prepaid expenses
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(3,465)
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|
-
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Increase
(decrease) in accounts payable
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401,730
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|
285,315
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Increase
(decrease) in other current liabilities
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|
107,985
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|
25,795
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Net
Cash Used in Operating Activities
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(1,296,600)
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(2,763,528)
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INVESTING
ACTIVITIES
|
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Purchase
of fixed assets
|
|
(135,019)
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|
(225,075)
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Net
Cash Used in Investing Activities
|
|
(135,019)
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|
|
(225,075)
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FINANCING
ACTIVITIES
|
|
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|
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|
Increase
in note payable - related party
|
|
72,918
|
|
|
985,572
|
Increase
in convertible notes payable
|
|
1,135,000
|
|
|
-
|
Common
stock issued for cash
|
|
380,000
|
|
|
1,774,000
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|
|
|
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|
Net
Cash Provided by Financing Activities
|
|
1,587,918
|
|
|
2,759,572
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|
NET
INCREASE (DECREASE) IN CASH
|
|
156,299
|
|
|
(229,031)
|
|
|
|
|
|
|
CASH
AT BEGINNING OF PERIOD
|
|
244,914
|
|
|
298,934
|
|
|
|
|
|
|
CASH
AT END OF PERIOD
|
$
|
401,213
|
|
$
|
69,903
|
|
|
|
|
|
|
|
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|
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|
SUPPLEMENTAL
DISCLOSURES OF
|
|
|
|
|
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CASH
FLOW INFORMATION
|
|
|
|
|
|
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|
CASH
PAID FOR:
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
$
|
80,462
|
|
$
|
-
|
Income
Taxes
|
$
|
-
|
|
$
|
-
|
The accompanying notes are an
integral part of these financial statements.
WORLD
SERIES OF GOLF, INC.
(A
Development Stage Company)
Notes to the Financial Statements
September
30, 2008 and December 31, 2007
NOTE
1 - CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at September 30, 2008 and for all
periods presented have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 2007 audited
financial statements. The results of operations for the periods ended
September 30, 2008 and 2007 are not necessarily indicative of the operating
results for the full years.
NOTE
2 - GOING CONCERN
The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has had no revenues and has generated losses
from operations.
In
order to continue as a going concern and achieve a profitable level of
operations, the Company will need, among other things, additional capital
resources and to develop a consistent source of
revenues. Management’s plans include of investing in and developing
all types of businesses related to the sports entertainment
industry.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
Item 2. Plan of Operation
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
Overview
We are in
the sports and entertainment business. Our premiere event is a golf
tournament played under a patent pending format similar to Texas Hold ‘Em
poker. The Inaugural World Series of Golf was played May 13-16, 2007
in Las Vegas, Nevada and aired on NBC Sports. The event was hosted by the MGM
Mirage - the official casino and hotel of the World Series of Golf. The event
featured two Las Vegas style wrap-around parties - opening night and closing
night. The three day event with single day elimination was played at Primm
Valley Golf Club with 60 players participating. The event was viewed
in over 2 million households on NBC Sports and had over 96 million internet
impressions. It aired on SKY Sports in Europe and was featured in local,
national and regional coverage including the AP wire service.
The 2008
World Series of Golf was played the week of May 12-15. There were more
applicants than playing positions and the event has doubled in
size. The event aired June 28 and 29 on the CBS television
network. Our objective is to build a global brand with the finals
bringing players from all over the world to Las Vegas and creating the largest
payout of any golf tournament in the world. The World Series of Golf is also
preparing to launch the World Series of Golf Europe and The World Series of Golf
Online.
We
also own the rights to a number of other event titles, including the “World
Series of Men’s Professional Golf
ä
”,
“World Series of Women’s’ Professional Golf
ä
”,
“World Series of Amateur Golf
ä
”, and
the “World Series of Club Championship Golf™”. An application for the mark
“World Series of Golf®” was filed in Canada on December 6, 2004 and was approved
by the Canadian authority on September 27, 2005. We filed an international
application for the World Series of Golf® game format in any of the countries
which are members of the Patent Cooperation Treaty. A United States
patent application was filed for the World Series of Golf® game format with the
United States Patent Trademark Office on October 5, 2004. The application is now
patent pending.
Plan
of Operation
Our
strategic plan is based on management’s belief that it will take three
successful annual events, along with the development of an online accessible
game, to obtain acceptance of the World Series of Golf® as a method of play and
to establish it as a brand in the mind of players. The first
event was viewed by management as a means to prove that the game concept works
and to establish it as an authentic concept. The second event was
viewed by management as demonstrating that the game can be grown and that the
first event was not just a fluke. The third event is being viewed as
the means to validate the game in the mind of players and the public
generally.
Management
sees the development and acceptance of an online game as critical to getting the
game’s method of play to a significantly larger number of players than would be
possible if we only offered a land based event. The larger number of
players and greater regularity of game events potentially offered by online play
are expected to raise significantly more revenues for us over time.
We
succeeded in completing the inaugural event in Las Vegas on May 13-16,
2007. According to the statistics we received, it was viewed in over
2 million households on NBC Sports and had over 96 million internet impressions
from our online component. It aired on SKY Sports in Europe and was featured in
local, national and regional coverage in the U.S., including the AP wire
service. The 2008 annual event was played during the week of May
12-15, 2008. Our online component is in the process of development with a public
launch targeted for 2009. At this time, our third major event in Las Vegas is
expected to be planned for the following year at about the same time of year, in
May 2009.
Year One -- Proof of Concept
and Establishing Authenticity
During
the year ended December 31, 2007, our primary objective was to establish proof
of our unique concept and to create an authentic and successful event based upon
our proprietary method of tournament golf play. Our first tournament
was viewed by over 2 million households and has generated a very positive
overall response. The popularity of the inaugural 60-player event led
to more applicants than player positions available for the expanded 125-player
tournament played May 12-15, 2008.
Management
believes it has succeeded in establishing the World Series of Golf game format
as a legitimate and enjoyable method of play. Our strategy going
forward in 2008 will thus be to expand and broaden the game play and acceptance
generally.
Year Two -- Event Growth and
Online Development
Our plan
of operations for the 2008 fiscal year has been to build upon the success of our
inaugural event and will focus on two distinct but complimentary methods of
play: land based events and online play.
Growth
of Land-Based Events
Our
land-based tournament events generate revenue directly through the $10,000
buy-in paid by each tournament player. To expand the revenues created
directly by our land-based events, we must expand the number of tournaments and
players. Our flagship World Series of Golf tournament will continue
to be played in Las Vegas, Nevada for the foreseeable future as it continues to
grow in size. In this regard, we have increased the number of
players from 60 to 125 to accommodate the number of player requests, which have
already exceeded the number of spots available.
In
addition, we have opened a London office with partners in order to expand
operations and play into Europe. Our first European event was tentatively
scheduled for September or October of 2008. However, the event is now expected
to occur in 2009 instead. Our European events are expected to be varied in size,
but all played under our patent pending format. We anticipate the events to be
similar to those hosted in Las Vegas, featuring a buy-in for each player
(projected to be £10,000) and a three-to-four day elimination tournament. We are
exploring the creation of made-for-television events (i.e., USA vs. Europe)
played in a Ryder Cup style. Many of our current partners, vendors and
affiliates have a global presence. These global ties are expected to provide
valuable assistance with the expansion of our tournaments to Europe and
beyond.
Another
part of our plans for growing our land based events involves television and
broadband media. Under our current broadcast media strategy, we
retain the broadcast rights to our events and related content and air the events
through the purchase of broadcast time from a major
network. Revenues are then generated through the sale of
advertising sponsorships. In the short term, this strategy foregoes
the potentially higher net revenues which may be attainable through an outright
sale of the television rights to our events. At the current time,
however, we believe the long term interests of the company are better served by
increasing our media presence and growing and expanding the awareness, appeal,
and overall value of our events and the related telecast rights. We
thus plan to continue this strategy through the end of the 2008 fiscal
year.
Ultimately,
after we have more firmly established our game as a compelling television event,
we would like to find a permanent telecast home for flagship event in Las
Vegas. The primary contenders for a permanent relationship at this
time would be The Golf Channel in the U.S. and SKY Sports in
Europe.
Our
inaugural event was aired on NBC. It generated a .9 rating (about 2 million
households). As with any first year event, however, it was difficult to find the
proper pacing. The NBC telecast
was
therefore acceptable, but not exemplary. We believe the game is better shown on
TV as a reality show in episodic form rather than as a golf tournament. Not
completely satisfied with the results obtained in the inaugural telecast, we
have hired Echo Entertainment in Los Angeles, post production specialists, who
primarily edit poker based shows (including NBC’s Poker After Dark). We re-aired
our 2007 NBC telecast on SKY Sports in Europe.
The 2008
event aired June 28 and 29 on the CBS television
network. European-based broadcast leader Setanta Sports will air the
2008 event throughout Europe. Beginning in October, Setanta will feature four
separate one-hour segments of the event prior to live broadcasts of PGA Tour
events. The 2008 event will be aired in four separate "runs" during the twelve
months following the initial October broadcast. Through repeats, the event will
air in Europe in its entirety approximately twenty times during this
twelve-month period.
Online
Game Development
Management
believes that much of our potential for long-term growth resides with the
development of an online game and revenue base. The number of
participants in our land-based events is inherently limited by the requirements
of bringing players together in one place, by the $10,000 high-stakes buy-in,
and by the logistical challenges that will mount in any live event as more and
more participants are added. By bringing our proprietary game
to the Internet, we hope to transcend these limitations.
The
online game being developed in partnership with the World Golf Tour will contain
several valuable features: it will (1) require users to register; (2) allow
people to play and get familiar with our format and (3) encourage the
development of a social networking community related to the game and its online
play. Through the online game, the World Series of Golf, we expect to
be able to conduct events 24 hours a day, seven days a week. Players will be
able to compete varied types of play, including 3 hole, 6 hole, 9 hole, or 18
hole events. Most of these events will be buy-in events. Registered
players will acquire credits and then use these credits to participate in the
online events they choose. Management expects this to not only drive revenue,
but give the users an opportunity to learn the format. We anticipate leveraging
our land based events, media and strategic partner relations to drive traffic to
the online game site.
Once a
critical number of players have familiarized themselves with our game and have
refined their skills using our U.S.-based online game, we will explore
opportunities to incorporate online gaming into the online games. Under the
terms of our agreement with The World Golf Tour, we have the right to license
the operating system being developed to create a gambling platform to put on top
of our game and operate in those parts of the world where online gaming is
legal.
Year Three -- Validity and
Long-Term Success
Management
believes that the 2009 fiscal year, upon the completion of our third inaugural
event, will be the turning point at which we will be able to establish our
business as a viable growing concern that is well positioned for long-term
profitability and success. The successful completion of our third
flagship World Series of Golf event in the Spring of 2009 is expected to put us
over the proof of concept stage and establish the long term staying power of our
brand. Also during 2009, we expect to launch the fully-functional
version of our online game site and to begin building our online following and
community, generating the increase revenues we will need to grow the business
over time.
Expected
Changes In Number of Employees, Plant, and Equipment
We do not
have plans to purchase any physical plant or any significant equipment or to
change the number of our employees during the next twelve months.
Results
of Operations for the three and nine months ended September 30,
2008
We earned
revenues of $571,876 and incurred costs of sale totaling $25,351 during the
three months ended September 30, 2008, compared to revenues of $519,670 and
costs of sale of $25,074 during the three months ended September 30, 2007. We
incurred operating expenses in the amount of $639,550 for the three months ended
September 30, 2008 and in the amount of $3,437,780 for the three months ended
September 30, 2007. We earned revenues of $2,634,630 and incurred
costs of sale totaling $1,939,649 during the nine months ended September 30,
2008, compared to revenues of $1,169,544 and costs of sale of $567,101 during
the nine months ended September 30, 2007. We incurred operating expenses in the
amount of $2,606,346 for the nine months ended September 30, 2008 and in the
amount of $5,042,706 for the nine months ended September 30, 2007. Our operating
expenses included General and Administrative Expenses of $100,731 during the
three months ended September, 30, 2008, $2,825,638 during the three months ended
September, 30, 2007, $1,041,422 during the nine months ended September, 30,
2008, and $3,675,617 during the nine months ended September, 30,
2008.
We
incurred a net loss of $230,269 for the three months ended September 30, 2008,
compared to a net loss of $2,943,184 for the three months ended September 30,
2007. We incurred a net loss of $2,199,030 for the nine months
ended September 30, 2008, compared to a net loss of $4,440,263 for the nine
months ended September 30, 2007. Our losses are attributable to operating
expenses in excess of current revenues. The decrease in net losses from periods
ended September 30, 2007 to periods ended September 30, 2008, are primarily due
to a significant reduction in General and Administrative Expenses.
Liquidity
and Capital Resources
As of
September 30, 2008, we had current assets in the amount of $1,286,120,
consisting of $401,213 in cash, $881,442 in accounts receivable, and $3,465 in
prepaid expenses. As of September 30, 2008, we had $2,361,319 in
current liabilities, consisting of accounts payable of $460,865, convertible
debt in the amount of $1,728,969, and other current liabilities in the amount of
$171,485. We therefore had a working capital deficit of $1,075,199 as
of September 30, 2008.
Our
operating activities used $1,296,600 in cash during the nine months ended
September 30, 2008. The primary component was our Net Loss of $2,199,030. We
used $135,019 in investing activities during the nine months ended September 30,
2008. This was due exclusively to the purchase of fixed assets during the
period. Our financing activities generated 1,587,918 in cash
during
the nine months ended September 30, 2008 through the issuance of notes and
common stock.
We have
not attained profitable operations and may be dependent upon obtaining financing
to pursue our long-term business plan. For these reasons our auditors
stated in their report that they have substantial doubt we will be able to
continue as a going concern.
Thus far
in the current fiscal year, we have generated revenues from player buy-ins for
our annual Las Vegas tournament and sponsorship sales as well as payments
under the company’s stock purchase agreement with The Custom
Group.
We
believe that our financing activities, together with our revenues and
cash-on-hand, will allow us to continue to meet our budget and execute on our
strategic plan for the remainder of the 2008 fiscal year.
Off
Balance Sheet Arrangements
As of
September 30, 2008, there were no off balance sheet arrangements.
Going
Concern
Our
financial statements are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. We have
had no revenues and have generated losses from operations. For these reasons our
auditors stated in their report that they have substantial doubt we will be able
to continue as a going concern.
In order
to continue as a going concern and achieve a profitable level of operations, we
will need, among other things, additional capital resources and to develop a
consistent source of revenues. Management’s plans include investing
in and developing all types of businesses related to the sports entertainment
industry.
Our
ability to continue as a going concern is dependent upon our ability to
successfully accomplish the plan described in the preceding paragraph and
eventually attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if we are
unable to continue as a going concern.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 4T. Controls and Procedures
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of September 30, 2008. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Mr. Terry Leiweke. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of September 30, 2008, our disclosure controls and procedures
are effective. There have been no changes in our internal controls
over financial reporting during the quarter ended September 30,
2008.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
PART
II – OTHER INFORMATION
Item 1. Legal Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 1A. Risk Factors
A smaller
reporting company is not required to provide the information required by this
Item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
None
Item 3. Defaults upon Senior
Securities
None
Item 4. Submission of Matters to a Vote of
Security Holders
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended
September 30, 2008.
Item 5. Other Information
None
Item 6. Exhibits
Exhibit
Number
|
Description
of Exhibit
|
3.1
|
Articles
of Incorporation
(1)
|
3.2
|
By-Laws
(1)
|
10.1
|
World
Series of Golf, Inc. Stock Option Plan
(1)
|
|
|
|
|
|
|
(1)
|
Previously
included as an exhibit to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 1,
2008.
|
SIGNATURES
In
accordance with the requirements of the Securities and 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.
|
|
|
Date:
|
November
13, 2008
|
|
|
|
By: /s/
Terry
Leiweke
Terry
Leiweke
Title:
Chief
Executive Officer, Chief Financial Officer, Principal Accounting
Officer and Director
|
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