The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

During the year ended December 31, 2011, we raised capital from the CEO of the Company and from convertible notes. This capital allowed us to continue day-to-day operations. During 2011 we raised $486,000 from convertible notes and issued a total of 594,661 shares of common stock and 6,120,000 shares of preferred stock in lieu of cash and wages to employees, consultants and directors. We also issued 20,782,048 shares of common stock in conversion of convertible debts and other liabilities.

Our financial statements as of December 31, 2011, reflect a net operating loss of $3,374,469. This is based on gross revenues of $1,449,967 cost of sales of $1,425,674 operating expenses of $2,912,432 and other expenses including interest and taxes of $486,330.

Our financial statements as of December 31, 2010, reflect a net operating loss for year of $5,336,702. This is based on gross revenues of $391,594, cost of sales of $267,394, operating expenses of $5,295,221 and other expenses including interest and taxes of $164,881.

Our net operating loss for the year ending December 31, 2011 decreased by $2,282,882 from December 31, 2010 due primarily to an decrease in stock based compensation to employees and third parties of $2,957,292 and increases salaries and wages, professional fees, inventory impairment costs, selling, general and administrative expenses, and interest expense. Gross Sales for 2011, increased by $1,058,373 or 270% primarily as a result of the additional lines of business discussed above.

The fluctuation in percentage of sales per product category per reporting period, is based on what management believes, not only relates to the current recession, but has been a lack of adequate marketing capital to further educate consumers and build brand awareness on its golf grips since their introduction, and that the company's golf grips are not as established in the marketplace yet, as its golf clubs are - which have a longer product history and greater product recognition.

Research and development costs were negligible during both years and we do not plan any research & development for the future 12 months.

Over the course of our twelve (12) years of operating history, we have incurred substantial operating losses and we may not be able to continue our business. As of December 31, 2011, we have an accumulated deficit of $15,100,454.

We have historically experienced cash flow difficulties primarily because our expenses have exceeded our revenues. We expect to incur additional operating losses for the immediate near future. These factors, among others, raise significant doubt about our ability to continue as a going concern. If we are unable to generate sufficient revenue from our operations to pay expenses or we are unable to obtain additional financing on commercially reasonable terms, our business, financial condition and results of operations will be materially and adversely affected. We can provide no assurance that we will obtain additional financing sufficient to meet our future needs on commercially reasonable terms or otherwise. There can be no assurance that we will be able to maintain operations as a going concern without an additional infusion of capital from other sources and there can be no guarantee we will be successful in obtaining capital from such sources. If we are unable to obtain the necessary financing, our business, operating results and financial condition will be materially and adversely affected.

We have 5 employees and our success is dependent on our ability to retain and attract personnel to operate our business, and there is no assurance that we can do so. Once we are sufficiently capitalized, we will need to recruit managers and hire employees to help us execute our business strategy and help manage the growth of our business. Our business could suffer if we were unable to attract and retain highly skilled personnel or if we were to lose any key personnel and not be able to find appropriate replacements in a timely manner.

We expect to derive a substantial portion of our future revenues from the sales of retrievers, wedges and our golf grips. We have yet to fully launch our initial marketing phase due to the increasing cost of media and frequency required. Although we believe our products and technologies to be commercially viable, if markets for our products fail to develop further or develop more slowly than expected or are subject to substantial competition, our business, financial condition and results of operations will be materially and adversely affected.

We also depend on marketing relationships and if we fail to maintain or establish them, our business plan may not succeed.

We expect our future marketing efforts will focus in part on developing and reinstating business relationships with retailers and distributors to market our products to their customers. The success of our business depends on selling our products and technologies to a large number of distributors and retail customers.

The market for golf grips and golf clubs is highly competitive and one of the main reasons that Feel Golf added a lesser competitive line of unique accessories. There are a number of other established providers that have greater resources, including more extensive research and development, marketing and capital than we do and have greater name recognition and market presence. These competitors could reduce their prices and thereby decrease the demand for our products and technologies. We expect competition to intensify in the future, which could also result in price reductions, fewer customer and lower gross margins.

Our total sales in 2011 were higher than our 2010 sales. Due to the rescission however of Pro Line Sports our revenues for 2012 will be much lower than for 2011. Moreover, with the recent economic and market uncertainties here in the United States as well as internationally, there can be no assurance that our sales will grow and/or be maintained at their present level and may in fact, decline in the future.

Economic factors that can affect all manufacturing businesses include increases in fuel/freight costs and for global manufacturer's, currency fluctuations. Fuel/Freight costs can impact product costs and shipping costs of any manufacturer and without corresponding price increases of its products, a manufacturer's profits could decline or even result in losses. While a global manufacturer may only transact business in US dollars, if a buyer/distributor in another country, whose currency has experienced a devaluation in relation to the US dollar, could result in a reduction or even elimination of demand for the manufacturer's products in that country.

These factors and others (unknown) could occur within the global marketplace that could negatively impact operations of any business, including the golf industry (manufacturing of golf clubs and golf grips) to the extent that such operations could cease temporarily or permanently, based on the Company's ability to respond to such global economic factors.

Our business is subject to rapid changes in technology that may adversely affect our business. We can provide no assurances that further research and development by competitors will not render our technology obsolete or uncompetitive. We compete with a number of companies that have technologies and products similar to those offered by us and have greater resources, including more extensive research and development, marketing and capital than we do. If our technology is rendered obsolete or we are unable to compete effectively, our business, operating results and financial condition will be materially and adversely affected.

We rely on a combination of trade secrets, trademark law, and other measures to protect our trademarks, license, proprietary technology and know-how. However, we can provide no assurance that competitors will not infringe upon our rights in our intellectual property or that competitors will not similarly make claims against us for infringement. If we are required to be involved in litigation involving intellectual property rights, our business, operating results and financial condition will be materially and adversely affected.

It is possible that third parties might claim infringement by us, such as presently with Igotcha Holdings regardless of merit, claimed with respect to past, current or future technologies. We expect that participants in our markets will increasingly be subject to infringement claims and look for settlement vs. litigation as the number of services and competitors in our industry grows. Claims, whether meritorious or not, could be time-consuming, may result in costly litigation and could cause service upgrade delays or require us to enter into royalty or licensing agreements. These royalty or licensing agreements might not be available on commercially reasonable terms or at all.

New technologies such as the products developed by us may contain defects when first introduced. Our introduction of technology with defects or quality problems may result in adverse publicity, product returns, reduced orders, uncollectible or delayed accounts receivable, product redevelopment costs, loss of or delay in market acceptance of our products or claims by customers or others against us. Such problems or claims may have a material and adverse effect on our business, financial condition and results of operations.

Plan of Operation

We make golf clubs golf grips, and now a line of ball retrievers and accessories. Our primary business and marketing plans are focused on golf grips, wedges, and retrievers. We believe with capital we can launch an aggressive and well-directed marketing campaign to rapidly grow our revenue and significantly maximize our market potential.

As noted previously, we currently do not have the necessary capital to implement our marketing campaign and if successful in raising sufficient capital for marketing, there can be no assurance that this capital and/or increased marketing efforts will increase revenues. There can also be no assurance we will be successful in raising sufficient marketing capital to implement and continue campaigns.

Assuming we are able to raise sufficient capital in support of our marketing strategy, we plan to develop five distinct sales channels:

? Direct to Consumer: We plan to use direct response marketing via infomercials, social media, running primarily on Golf Channel, websites and national print media.

? Wholesale Distribution: We plan to employ a well-trained and efficient sales staff to sell to U.S. major golf retailers.

? Internet Sales: We plan to aggressively market our products on our website.

? International: Asia is a prominent international market where golf as a sport is rapidly growing. We plan to increase our distributors in Asia and Europe.

? Call Center and Inside Sales: We have a small in house telemarketing sales center selling direct to our consumers and also to handle customer communications.

Results of Operations

Note: For all reporting periods below:

The golf industry as reported by several industry organizations are in a state of flux, though the total number of worldwide golfers as reported by the industry has increased, primarily due to the increase in golf as a major sport in Asia. However, there can be no assurance that the golf industry will continue growing and may in fact decline. We believe there have been no industry trends that have significantly affected (positively or negatively) our operating results including fluctuations in revenues for the reporting periods below. Based on input from our major customers, we believe that sufficient marketing and capital is essential to growing revenues in the highly competitive golf industry.

Current economic factors both in the US and internationally may have a direct impact on future revenues positively and/or negatively - whether for example:
1) fluctuating fuel costs that effects shipping and product production costs for all manufacturers regardless of industry; or 2) currency fluctuation of the US dollar and that of other foreign currencies for global manufacturers, regardless of industry.

Years Ended December 31, 2011 and 2010

                                                                                                 Percentage
                                           December 31,      December 31,        Increase         Increase
                                               2011              2010           (Decrease)       (Decrease)
Revenues                                   $   1,449,967     $     391,594     $  1,058,373              270 %
Cost of Sales                                  1,425,674           267,394        1,158,280              433 %
Gross Profit                                      24,293           124,200          (99,907 )            -80 %
Operating Expenses                             2,912,432         5,295,221       (2,382,789 )            -45
Other Expenses                                   486,330           164,881          321,449              195
Income Taxes                                           -               800             (800 )             -- %
Net Loss                                   $  (3,374,469 )   $  (5,336,702 )   $ (1,962,233 )            -37 %

Basic and Fully Diluted Loss Per Common
Share                                      $       (0.34 )   $      (10.76 )
Weighted Average Basic and Fully Diluted
Common Share Outstanding                      10,021,933           496,142

Revenues

For the year ended December 31, 2011 revenues increased 270 % from the year ended December 31, 2010. Our acquisition of Pro Line Sports added significant sales of their product line to us. We believed this acquisition would allow us to expand into the golf accessory market in 2011 and thereafter. The acquisition, while rescinded should enable us to increase sales of ball retrievers since this is a new sales channel in addition to our existing for golf grips and clubs. As a result of the acquisitions and the expected increase in revenue from new sales, we expected our reliance on outside capital to decrease. However, due to the rescission, we continue to require capital to meet our growth and profit goal.

Cost of Sales

For the year ended December 31, 2011, our costs of sales increased 433% over the year ended December 31, 2010. This increase is primarily due write downs in slow moving, impaired and obsolete inventory acquired in the Caldwell and Pro Line acquisitions. However, our overall pricing structure, product make-up and sales mixes have stayed constant from 2010.

We expected that our margin would improve with our acquisition of Pro Line Sports. The golf ball retrievers and other accessories, reportedly have a historically higher gross margin and sales volume than golf clubs.

Gross Profit

For the year ended December 31, 2011, our gross profit decreased 80 % over the year ended December 31, 2010. The continued poor economy during 2011 hurt our retail sales which contributed to the decrease in our gross margins. In order to move product we sought a higher percentage of less than wholesale cost orders than in the past on products such as Caldwell Golf and discounted Pro Line product.

Operating Expenses

For the year ended December 31, 2011, our operating expenses decreased by $2,382,789. Stock issued for services during 2011 totaled 594,661 common shares valued at $61,400 and 6,120,000 shares of preferred stock valued at $1,076,822. This is compared with stock issued for services in 2010 of 592,948 common shares valued at $ 578,492. The decrease of $2,957,292 in expense recognized from the issuance of stock for services as well as the decrease of $219,436, in advertising expense and less offsetting increases in salaries and wages, professional fees, inventory impairment expense, other selling, general and administrative expense, and interest expense accounted for almost the entire net decrease in expenses.

Other Expenses

For the year ended December 31, 2011, our other expenses increased $321,449 over the year ended December 31, 2010. Interest expense on debts owed to both related parties and on the new convertible notes issued increased $135,535. Gain on settlement of debt decreased by $197,814.

During the last part of the year 2012, the Company placed $ 62,300 with collection agencies. GBM of Edison NJ our largest bad debt, declared bankruptcy in November 2012. We engaged counsel in September 2012 on contingency to pursue the GBM collection. Due to complications involved in the Bankruptcy proceeding and our status as a General Unsecured creditor collection is doubtful, but we are attempting to locate and recover our product for return.

Net Loss

For the year ended December 31, 2011, our net loss decreased $1,962,233 over the year ended December 31, 2010. Of our total net loss of $3,374,469, the amount of $1,828,154 was due to non-cash expenses such as stock based compensation, impairment of inventory and depreciation and amortization expense.

Currently, our revenues are not large enough yet to create a breakeven scenario. Our need for outside capital increases with the rescission of Pro Line Sports. We will need capital to expand operations and develop sales.

LIQUIDITY AND CAPITAL RESOURCES

For the Years Ended December 31, 2011 and December 31, 2010

At December 31, 2011, we had cash of $18,991as compared to cash of $ 0 as of December 31, 2010. Net cash used in operating activities for the year ended December 31, 2011 was $60,891as compared to $408,703 for the year ended December 31, 2010. This increase of $347,812 in cash used in operating activities as compared to the prior year is reflective of the increase in sales due to the Pro Line 2011 acquisition.

Cash flows used in investing activities totaled ($233,877) and $-0- for the years ended December 31, 2011 and 2010, respectively. The increase includes $225,000 for the down payment to acquire Pro Line Sports.

Cash flows provided by financing activities totaled $313,759 and $401,855 in 2011 and 2010, respectively. Our cash from financing activities in 2011 consisted primarily of funds received from the issuance of convertible notes. These proceeds totaled $290,000during the year. In 2010, we raised net proceeds of $184,934 from related parties.

At the present level of business activity, our ongoing monthly gross operating cash disbursements are expected to average approximately $35,000. As of December 31, 2011, we had positive net working capital of $156,872.

RECENT ACCOUNTING PRONOUNCEMENTS AFFECTING US

For a detailed list of recent accounting pronouncements affecting our company, please refer to Note 1 in our financial statements.

Critical Accounting Policies

Our discussion and analysis of its financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For a detailed list of our critical accounting policies, please refer to Note 1 in our financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with entities or other persons, also known as "special purpose entities" (SPEs).