SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB/A


 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2002

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________


                           Commission File No. 0-30420


                                 LCS GOLF, INC.
             (Exact Name of Registrant as specified in its charter)


                       Delaware                          11-3200338
            (State or other jurisdiction of           (I.R.S. Employer
            incorporation or organization)           Identification No.)

                3 Tennis Court Road
              Mahopac, New York 10541                       77067
       (Address of Principal Executive Offices)          (Zip Code)


                                  845-621-3945
                            Issuer's telephone number


                                       N/A
   (Former name, former address and former fiscal year, if changed since last
                                     report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes  X      No ___
    ---


Applicable only to corporate issuers:

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 43,120,176 shares of Common
Stock, par value $0.001 as of October 31, 2002

Transition small business disclosure format (check one)     Yes         No    X
                                                                ------      ---









                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                        LCS GOLF, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                                                                                        May 31, 2002        February 28, 2002
                                                                                        ------------        -----------------
                                                                                        (Unaudited)
ASSETS
Current assets:
                                                                                                                    
   Accounts receivable, net of allowance for doubtful accounts of $0 and $144,406    $         ----           $           496
      at May 31, 2002 and February 28, 2002, respectively
Fixed assets, net                                                                             38,286                   41,744
Deferred financing costs, net                                                                  8,657                   26,110
Security deposits and other assets                                                                --                    9,293
                                                                                     ---------------          ---------------

                                                                                     $        46,943          $        77,643
                                                                                     ===============          ===============
LIABILITIES
Current liabilities:
   Cash overdraft                                                                    $        21,075           $       15,122
   Accounts payable                                                                          616,810                  673,816
   Accrued Expenses                                                                        2,397,168                2,368,475
   Liabilities to be paid with Common Stock                                                      ---                  304,000
   Debt in default                                                                           262,500                  272,500
   Debt not in compliance with terms                                                         489,120                  476,745
   Notes payable                                                                             100,000                   25,000
   Loans from stockholder/president                                                          905,960                  889,553
   Other current liabilities                                                                  54,924                   51,925
                                                                                     ---------------          ---------------

      Total current liabilities                                                            4,847,557                5,077,136
                                                                                     ---------------          ---------------

Commitments (Notes E, F and J)

CAPITAL DEFICIT
Common stock - $.001 par value, 50,000,000 shares authorized; 35,207,225 and
   27,407,225 shares issued and outstanding, respectively; 9,750,000 shares
   issuable at February 28,2002                                                               35,207                   27,407
Additional paid-in capital                                                                14,664,694               14,266,494
Accumulated deficit                                                                      (19,500,515)             (19,293,394)
                                                                                                              ---------------

      Total capital deficit                                                               (4,800,614)              (4,999,493)
                                                                                     ---------------          ---------------


                                                                                     $        46,943          $        77,643
                                                                                     ===============          ===============
The notes to the condensed consolidated financial statements are made a part
hereof.




                         LCS GOLF, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    THREE MONTHS ENDED MAY 31,
                                                   ----------------------------
                                                      2002            2001
                                                  ------------  -------------
                                                  (UNAUDITED)      (UNAUDITED)

NET REVENUES                                        $   20,365  $      89,679

COST OF REVENUES                                         ----          40,498
                                                  ------------  -------------

GROSS PROFIT                                            20,365         49,181

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES           147,943      1,676,979
                                                  ------------  -------------

LOSS FROM OPERATIONS                                  (127,578)    (1,627,798)

Interest expense                                       (74,250)      (333,477)
                                                  ------------  -------------

NET LOSS                                          $   (201,828) $  (1,961,275)
                                                  ============  =============

NET LOSS PER SHARE - BASIC AND DILUTED            $       (.01) $        (.10)
                                                  ============  =============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING       36,380,051     20,507,225
                                                  ============  =============

The notes to the condensed consolidated financial statements are made a part
hereof.




                         LCS GOLF, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     THREE MONTHS ENDED MAY 31,
                                                     --------------------------
                                                          2002         2001
                                                      -----------  -----------
                                                      (UNAUDITED)  (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $ (201,828)  $(1,961,275)
Adjustments to reconcile net loss to
  net cash used in operating activities:
    Depreciation and amortization                         3,458        23,703
    Common stock issued and to be issued
      for services                                       20,000     1,370,750
    Financing Charge - non cash                          17,453       239,000
  Changes in:
    Accounts receivable                                     496        24,388
    Prepaid and other current assets                      ----         (1,441)
    Security deposits and other assets                    ----          1,007
    Accounts payable and accrued expenses                70,062       191,501
    Other current liabilities                             2,999          ----
                                                       --------    ----------

NET CASH USED IN OPERATING ACTIVITIES                   (87,360)     (112,367)
                                                       --------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash Overdraft                                          5,953          ----
  Proceeds from notes issued                             75,000       125,000
  Repayment of note                                     (10,000)      (20,000)
  Proceeds from major stockholder/president loans        16,407       100,715
  Repayment of major stockholder/president loans          ----        (62,300)
                                                       --------    ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                87,360       143,415
                                                       ---------   ----------

NET INCREASE/DECREASE IN CASH                              ----        31,048

CASH - MARCH 1                                             ----         1,514
                                                       --------    ----------

CASH - MAY 31                                          $   ----    $   32,562
                                                       ========    ==========

NON-CASH TRANSACTIONS
Issuance of Common Stock for Liabilities               $390,000          ----

The notes to the condensed consolidated financial statements are made a part
hereof.





LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements (unaudited)
May 31, 2002



NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]      The Company:

         On October 28, 1997, LCS Golf,  Inc. (the  "Company"),  an inactive New
         York  corporation,  was merged in a reverse merger  transaction into an
         inactive  Delaware  corporation  with the same name ("LCS Delaware") in
         exchange for 980,904 shares of LCS Delaware's common stock. The Company
         paid $50,000 as a finder's fee in connection  with the merger which was
         charged to  expense.  In  addition,  3,916,360  shares  with a value of
         $25,000 were issued to certain existing shareholders of the Company for
         services  rendered  in  connection  with  the  merger.   For  financial
         accounting purposes, the merger on October 28, 1997 has been treated as
         the  acquisition  of LCS  Delaware  by the  Company  in the  form  of a
         recapitalization.  Therefore,  no value has been ascribed to the common
         stock held by the LCS Delaware shareholders.

         The Company was formed under the laws of the State of New York on March
         8, 1994. On October 26, 1994, the Company commenced business operations
         with the purchase of substantially all of the assets and the assumption
         of  specific  liabilities  of  Bert  Dargie  Golf,  Inc.,  a  Tennessee
         corporation  engaged  in the  business  of  designing,  assembling  and
         marketing golf clubs and related accessories.

         In  August  1996,  the  Company  conveyed,  assigned,  transferred  and
         delivered  substantially  all of its business assets to Dargie Golf Co.
         (the "Purchaser") in exchange for the: i) cancellation of the remaining
         debt owed to the Purchaser  arising from the October 26, 1994 purchase,
         ii) sale by Herbert A. Dargie III of his 5 percent  ownership  interest
         in the  Company to the  Company  and,  iii) the  assumption  of certain
         liabilities of the Company by the Purchaser.

         The Company was engaged in the  acquisition  and operation of companies
         which  provide  products and  services to the golf  playing  public and
         marketing the database  information  obtained from its websites.  These
         products  and  services  included   discounted  green  fees  and  other
         services,  and  a  golf  website   (http://www.golfuniverse.com)  which
         provides  various  golf-related  hyperlinks  to other golf websites and
         golf course previews. Since March 1, 2001, the Company has very limited
         operations.

         The Company formerly designed and manufactured  consumer products,  but
         ceased its manufacturing operations in November of 1999. These products
         consisted  of specialty  pillows  which LCS Golf planned to sell on its
         websites.  LCS Golf had  outsourced  its  manufacturing  operations  to
         produce the  Company's  line of products  utilizing  its  machinery and
         equipment. Since March 1, 2001, the manufacturing segment has been idle
         due to the Company's decision not to allocate funds to this segment and
         to  concentrate  all of its  resources  in its  database  and  Internet
         marketing business. If the Company is able to raise additional capital,
         it intends to resume its manufacturing operations.

[2]      Principles of consolidation:

         The consolidated financial statements include the accounts of LCS Golf,
         Inc. and its subsidiaries:  Play Golf Now, Inc.; Golfpromo,  Inc.; Golf
         Universe,  Inc.; Ifusion Corp. and Mr. B III, Inc.  (inactive),  all of
         which  are  wholly  owned.  All  material   intercompany  accounts  and
         transactions have been eliminated in consolidation.

[3]      Basis of presentation:

         The  accompanying  financial  statements  have been prepared on a going
         concern  basis which  contemplates  the  realization  of assets and the
         satisfaction  of  liabilities  in the normal  course of  business.






LCS GOLF, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)
May 31, 2002


NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
(CONTINUED)

[3]      Basis of presentation:  (continued)

         Through  May 31,  2002,  the  Company  has not  been  able to  generate
         significant  revenues  from its  operations  to  cover  its  costs  and
         operating expenses,  has incurred significant  recurring losses and has
         not been in compliance  with its debt terms.  In addition,  the Company
         has a significant  working  capital  deficiency and a capital  deficit.
         Although  the  Company  has been able to issue its  common  stock for a
         significant  portion of its  expenses and has had to rely on loans from
         its major stockholder/president and others, it is not known whether the
         Company will be able to continue this practice. It is also not known if
         the Company will be able to meet its operating expense requirements.

         These circumstances raise substantial doubt about the Company's ability
         to  continue  as a going  concern.  If the Company is not able to raise
         sufficient  additional  capital or debt financing,  the Company will be
         forced to cease operations.  In addition,  the Company is investigating
         potential  merger  candidates  that  have or may be  able  to  generate
         additional capital or obtain debt financing. No assurances can be given
         to the success of these plans. The financial  statements do not include
         any   adjustments   that  might   result  from  the  outcome  of  these
         uncertainties.

         Certain accounts have been reclassified for comparative purposes.

[4]      Interim Financial Data

         Those condensed consolidated financial statements have been prepared by
         the Company, without audit by independent public accountants,  pursuant
         to the  rules  and  regulations  of the  United  States  Securites  and
         Exchange  Commission.  In the opinion of management,  the  accompanying
         audited financial  statements include all normal recurring  adjustments
         necessary for the information  presented not to be misleading.  Certain
         information  and  note  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
         from  these  statements  pursuant  to such rules and  regulations  and,
         accordingly,  these condensed  consolidated financial statements should
         be read in  conjunction  with  the  consolidated  financial  statements
         included  in the  Company's  fiscal  year  2001  Annual  Report on Form
         10-KSB.  Operating  results for the three months ended May 31, 2002 and
         2001 are not necessarily indicative of the results that may be expected
         for the full year or any other period.

         There have been no significant  changes in the  accounting  policies of
         the  Company.  There  were  no  significant  changes  in the  Company's
         commitments  and  contingencies  as previously  described in the fiscal
         year 2002 Annual Report on Form 10-KSB.

[5]      Depreciation of equipment:

         Depreciation is provided  utilizing the  straight-line  method over the
         estimated useful lives of the related assets.  For income tax purposes,
         accelerated depreciation methods are utilized for certain assets.

[6]      Deferred income taxes:

         Deferred  income  taxes are  reported  using  the  asset and  liability
         method.  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
         changes in tax laws and rates on the date of enactment.






LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements (unaudited)
May 31, 2002



NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
(CONTINUED)

[7]      Loss per share:

         Loss  per  share  has been  computed  by  dividing  the net loss by the
         weighted  average  number  of common  shares  outstanding  during  each
         period.  The effect of outstanding  potential common shares,  including
         stock options, warrants and convertible debt is not included in the per
         share calculations as it would be anti-dilutive.

[8]      Use of estimates:

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets,  which are  subject  to  impairment  considerations,
         liabilities and 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.




LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements (unaudited)
May 31, 2002



NOTE B - DEBT IN DEFAULT

On February 16, 2000, the Company borrowed from Traffix,  Inc. (formerly Quintel
Communications,   Inc.)  ("Traffix"),  an  internet  marketing  and  development
company,  $500,000 in the form of a convertible  promissory  note ("Note").  The
Note was due on demand at any time after August 16, 2000 and is convertible into
500,000  shares of common  stock of the Company at any time prior to  repayment.
Any  shares  issued  by  the  Company  will  have   registration  and  piggyback
registration  rights and are  subject to  anti-dilution  adjustments  in certain
cases. If any additional shares are issued under the  anti-dilution  provisions,
the Company  will have a one-time  repurchase  right at a $1.00 per share during
the  twelve-month  period following the date of conversion of the Note. The Note
was without interest until the earlier of August 17, 2000 or an event of default
under the Note.  Interest is being  charged at prime plus 4%, not to exceed 14%.
The Note may be prepaid at anytime  after giving 15 days prior  written  notice.
The Note is  collateralized  by the Company's  database and all related records,
contract rights and intangibles  which has been delivered to the lender and must
be updated upon request, until the obligation has been paid.

The Company entered into a ten-year licensing agreement with Traffix for the use
of its database for a monthly  payment of $5,000 which can be used to offset the
remaining balance owed to Traffix. No such payments have been made by Traffix.

On the same date, the Company also entered into a two-year  marketing  agreement
with  Traffix to develop  programs  to market  products  and  services  and send
promotional  e-mails to the visitors and  customers of the  Company's  websites.
Traffix  is to pay the  Company  $.25 for each  individual  who  "opts in" to be
registered  with Traffix at its site.  Revenues  generated  from these  programs
(less direct "out-of-pocket"  costs, including royalties,  cost of producing the
marketing materials and other expense directly related to the programs) is to be
divided equally and distributed quarterly less any required reserves. There have
been no revenues recognized from these programs.





LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements (unaudited)
May 31, 2002



NOTE B - DEBT IN DEFAULT  (CONTINUED)



In connection with the marketing agreement,  the Company issued two-year options
to purchase  100,000  shares of the Company's  common stock at $1.00 a share and
100,000  shares at $2.00 per share.  The value of these  options at grant  date,
utilizing the Black-Scholes  option-pricing model, was $139,000. The assumptions
used in  determining  the value was an expected  volatility  of 155%, an average
interest  rate of 6.68% per annum and an expected  holding  period of two years.
The estimated value of these options was expensed in the year ended February 28,
2001. These options are subject to certain anti-dilution  provisions and provide
registration  rights for the underlying  shares. The agreement can be terminated
in the  event of a default  under the  agreement  by either  party  which is not
corrected within 30 days after notice is given.

On August 8, 2000, following certain  disagreements  concerning Traffix's use of
the Company's  database,  the Company  entered into a Forbearance  Agreement and
amended the security agreement with Traffix.  The Company made a $50,000 payment
against the $500,000  convertible note which was funded  personally by its major
stockholder/president.  The Note was  amended to provide  for payment on demand.
The amended security agreement requires the Company to remit to Traffix,  50% of
collections on the outstanding accounts receivable as of August 10, 2000 and 25%
of all subsequent accounts receivable collected,  within five days. Payments are
to be  credited,  first to interest  and then to  principal.  Traffix is also to
receive 50% of all other cash receipts,  including  additional loans,  until the
Note is paid. The amended  security  agreement also includes all accounts of the
Company and all security,  or  guarantees  held with respect to the accounts and
all account  proceeds.  In addition,  the Company's major  stockholder/president
personally  guaranteed up to $250,000 of the Note of which $160,000,  (including
the two  payments of $50,000  each  discussed  below) has been paid against this
guaranty.

Due to the above amendment,  Traffix agreed not to demand payment on the Note or
commence  any action  against the Company,  as long as it receives  payments for
interest  and  principal  of at least  $10,000  per month or  collection  of the
Company's accounts  receivable or money from the guarantor,  the Company's major
stockholder/president,  and the  Company  generates  gross  revenues of at least
$75,000 per month.

On August 8, 2000, the Company received $300,000 from American Warrant Partners,
LLC ("AWP")  evidenced by an 8% convertible  subordinated  promissory  note (see
below).  The  Company did not remit 50% of the cash  proceeds  of this note,  as
required by the Forbearance Agreement,  which put the Company into default under
its  agreement  with  Traffix.  The  Company  has not  obtained  a waiver of the
default, however, the major  stockholder/president  personally made two payments
of $50,000 each towards the  principal  and  interest on the Traffix  Note.  The
Company  recorded  these payments as a loan from its  stockholder/president.  In
addition,  the Company  agreed to remit 50% (formerly 25%) of cash received from
new accounts receivable.

On May 16,  2001,  the Company  entered into an agreement  Traffix,  Inc.  which
amended the  aforementioned  Forbearance  Agreement  dated  August 8, 2000.  The
Company agreed to pay $10,000 on signing.  Upon the closing of the AWP financing
(see Note G), Traffix was to be paid an additional  $10,000.  Commencing on June
1, 2001,  the Company  agreed to a payment  schedule of a minimum of $10,000 per
month.  Since May 16, 2001 the Company has not made all of the required  $10,000
monthly  payments  to  Traffix,  as  called  for  by  the  amended  Forebearance
Agreement.  The Company is in default of its amended Forbearance  Agreement with
Traffix.






LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements (unaudited)
May 31, 2002


NOTE C - DEBT NOT IN COMPLIANCE WITH TERMS

         [1] On August 8, 2000, AWP loaned the Company $300,000  evidenced by 8%
         convertible subordinated promissory note with a maturity date of August
         8, 2002.  The note is  convertible,  at the option of AWP,  into common
         stock at $.25 per share (market price of $.4375 per share),  subject to
         adjustment  which  resulted in a discount of the note of  approximately
         $201,000.  This discount was immediately recognized as interest expense
         due to the ability of AWP to convert the note at any time.  Interest is
         payable  quarterly  commencing on September 30, 2000.  The Company also
         issued a  five-year  warrant  expiring  on August  8, 2005 to  purchase
         600,000 shares of common stock,  exercisable at $.40 per share, subject
         to  adjustment,  to be exercised in whole or in part. The value of this
         warrant  at grant  date,  utilizing  the  Black-Scholes  option-pricing
         model, was approximately  $260,000. The assumptions used in determining
         the value was an expected  volatility of 227%, an average interest rate
         of 6.06% per annum and an expected  holding  period of five years.  The
         allocated  value  of the  warrant  is  $99,000.  This  amount  is to be
         amortized  over the life of the two-year  note, or shorter if exercised
         earlier.  Based upon the values ascribed to the convertibility  feature
         of the  note and the  warrant,  the  Company  has  recorded  additional
         interest  expense  of  approximately  $228,000  during  the year  ended
         February 28, 2001. The Company also entered into a registration  rights
         agreement  whereby a  Registration  Statement  for the  shares is to be
         filed as soon as reasonably  practicable  but not later than  September
         15,  2000.  The  Company  did not file the  Registration  Statement  by
         September 15, 2000 and since a Registration  Statement was not declared
         effective by November 15, 2000, the terms of the agreement are that for
         each 30-day  period that the  Registration  Statement  is not  declared
         effective,  the conversion  price of $0.25 of the convertible  note and
         the  warrant  exercise  price of $0.40  will each be  reduced by 2% per
         30-day period, until the exercise price reaches $0.05. Pursuant to this
         provision,  at Feburary 28, 2002, the reduced  conversion price and the
         exercise prices were each $0.04 respectively. In addition, the interest
         rate on the  convertible  note will increase 2% for each 30-day period,
         not to exceed 15%. Pursuant to this provision, the Company has recorded
         interest  expense of $6,000 for the quarter ended  May 31, 2002 and
         $6,000 for the quarter ended  May 31, 2001. As of February 28, 2001,
         the interest rate was 15%.  Certain  officers and directors agreed to a
         lock-up agreement restricting their right to sell, transfer,  pledge or
         hypothecate or otherwise  encumber their shares until the earlier of 1)
         the one year anniversary of the agreement, 2) the effective date of the
         Registration  Statement or 3) until the Company  raises  $1,000,000  in
         equity or debt  financing.  The Company agreed to recommend and use its
         best efforts to elect a representative of AWP to the Board of Directors
         until one year  from the date of the  agreement  or until  the  Company
         raises $1,000,000 in equity or debt financing.

         On May 16,  2001,  the Company  entered into an  amendment,  waiver and
         consent  relating to the 8% convertible  subordinated  promissory note,
         warrant,  and  registration  rights  agreement  revising the conversion
         price of the  promissory  note and the exercise price of the warrant to
         the  lower  of  $0.12 or 80% of the  current  market  price on the date
         immediately  preceding  the date of the  exercise  or  conversion.  The
         Company is  required  to  register  the  underlying  common  stock in a
         registration  statement to be filed in  connection  with a proposed new
         investment no later than 60 days from June 15, 2001,  in  consideration
         for which, AWP has agreed to waive any penalty  provisions with respect
         to the filing of the registration statement and consent to the issuance
         of common stock below the then applicable  conversion or exercise price
         of the promissory note and warrant  relating to the financing  received
         on May 24, 2001.





LCS GOLF, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (unaudited)
May 31, 2002


NOTE C - DEBT NOT IN COMPLIANCE WITH TERMS  (CONTINUED)

[1]      (continued)

         Pursuant to this amendment of the Conversion  and Exercise  price,  the
         Company recorded a charge of approximately  $239,000 during the quarter
         ended May 31, 2001, which represents the beneficial  conversion feature
         resulting  from the  difference  between the fair  market  value of the
         shares  at the  effective  date  of the  amendment  and  the  effective
         conversion rate of the note.

[2]      On May 24, 2001,  the Company  entered  into an agreement  with Private
         Capital Group, LLC ("PCG") (an entity related to AWP) for the sale of
         $200,000 of 8% convertible  debentures with Private Capital Group,  LLC
         ("PCG") ( an entity related to American Warrant  Partners) which can be
         converted at any time by the holder or will automatically  convert into
         common  stock in five years,  at the lower of $0.12 per share or 80% of
         the market  price as defined.  The  $200,000  Note has been  personally
         guaranteed by the Company's major stockholder/president with 750,000 of
         his shares of the  Company's  stock  being held in escrow.  The Company
         also  agreed to file a  registration  statement  for the  shares but no
         later than sixty  calendar days from June 15, 2001. The Company did not
         file the  registration  statement  within  the  sixty-day  period.  The
         lenders  waived this  noncompliance.  At February 28, 2002, the Company
         had  received  $175,000  of  proceeds  from this note.  The Company has
         recorded a charge of $175,000 for the year ended February 28, 2002. The
         charge represents the beneficial  conversion feature resulting from the
         differences  between the fair market value of the shares at the date of
         issuance  of the  debt  and  the  effective  conversion  rate  for  the
         convertible debentures.

On January 31,  2002,  the Company  was  notified  that it was in default of its
convertible  debentures  agreements with Private Capital Group,  LLC ("PCG") and
its 8% convertible subordinated promissory note to American Warrant.

As of January 31, 2002 the  Company had not filed its  quarterly  report on Form
10-QSB for the period ending November 30, 2001 within the time required pursuant
to Rule 13a-13 of the Securities Exchange Act of 1934. PCG considered this to be
an event of default as defined in the debenture  agreement and demanded that the
Company cure this default  within thirty  business  days in accordance  with the
debenture  agreement.  The Company  believed that it cured this default with the
filing of this Form 10-QSB for the period  ending  November 30, 2001 on February
11, 2002.

The Company has not paid the interest due on the promissory note, which American
Warrant  considers  this to be an event of default under the note.  This default
was not cured within twenty calendar days  therefore,  the principal and accrued
interest are payable immediately.




LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements (unaudited)
May 31, 2002


NOTE D - Bridge Note

         On May 28, 2002, the Company entered into a loan agreement with a third
         party for  $75,000.  In  conjunction  with this loan the  Company  also
         granted the third party 200,000  shares of the Company's  common stock.
         The  Company's   president,   chief  executive  officer  and  principal
         stockholder  has personally  pledge  2,000,000  shares of the Company's
         common stock as collateral for the loan. The loan is due and payable on
         June 11, 2002.  If the loan is not repaid on the due date,  the Company
         is required to issue 10,000 shares of the Company's common stock to the
         third  party for each  day the loan is past due.  The loan has not been
         repaid.

         As of  November  10,  2002,  the  Company  is  obligated  to  issue  an
         additional 1,520,000 shares of its common stock.

NOTE E - SUBSEQUENT EVENTS

         On June 28, 2002,  the Company  entered  into an Agreement  and Release
         with  AWP and PCG  (see  Note  C),  the  holders  of the  Company's  8%
         convertible  promissory  notes. The Agreement and Release addresses the
         Company's noncompliance with the terms of the 8% convertible promissory
         notes.






LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements (unaudited)
May 31, 2002


NOTE E - SUBSEQUENT EVENTS (CONTINUED)

Pursuant to the  Agreement and Release,  AWP and PCG in the aggregate  converted
$200,000 of the 8% convertible  promissory  notes at a price of $0.04 per share,
as adjusted, for an aggregate of 5,000,000 shares of the Company's common stock.
Should the price of the Company's  stock not reach and remain at $0.50 per share
for a minimum  period of thirty trading days within 120 days of a merger with an
operating  company,  at an average  volume of 150,000  shares per day,  then the
Company will issue a total of an additional 6,000,000 shares of its common stock
to AWP and PCG.  Since a merger with an  operating  company did not occur within
thirty days of the  aforementioned  agreement and release,  AWP and PCG have the
option  to  receive  immediate  repayment  of  their  notes  or to  receive  the
additional  6,000,000  shares of common stock.  At July 28, 2002, we recorded an
accrual for $420,000 related to these shares.

Also pursuant to the Agreement and Release  described  above,  AWP exercised the
warrants  that were issued in  conjunction  with the 8%  convertible  promissory
notes.  These warrants were exercised on a cashless basis into 512,951 shares of
the Company's common stock.

Upon the issuance of the 5,000,000  shares common stock in conjunction  with the
conversion of the $200,000 of 8% convertible  promissory  notes and the issuance
of the 512,951 shares in conjunction  with the exercise of the AWP warrant,  the
800,000  shares  that have been held in escrow as  security  for the  promissory
notes were released and returned to the Company's  president and chief executive
officer.






ITEM 2.  Management's  Discussion  and Analysis of Financial  Condition  and
         Results of Operations

Overview

         We are a holding company that until December 31, 2001 operated as a
provider of outsourcing of permission e-mail marketing technologies and
services. We provided permission email direct marketing services through
Golfpromo.net and Targetmails.com., Internet and direct marketing services
through Ifusionco.com. and PlayGolfNow.com, Golf ecommerce news and information
through a vertical golf portal and discounts on golf services.

         We have  terminated  almost all of our  operations and released all but
two of our employees,  our two executive officers,  neither of whom is drawing a
salary.  We  currently  operate our email  marketing  business  at very  limited
levels,  which  generates  no  material  revenues.   We  are  investigating  the
possibility  of acquiring or otherwise  affiliating  with a business  that could
benefit from the use of our databases  and  technology  but  currently  have not
identified any such business. Any such acquisition or affiliation will also most
likely require significant  financing.  We currently have no commitments for any
financing and may be unable to raise needed cash on terms acceptable to us if at
all.  If we are  unable  to  resume  our  operations  and/or  obtain  a  revenue
generating  business  partner  and  the  financing  required  to  support  these
activities by December 2002, we will most likely cease all operations.

Results of Operations

Three Months  Ended  May 31, 2002,  Compared to Three Months Ended May 31, 2001

Revenues

         Our revenues for the three months ended May 31, 2002 were $20,365 as
compared to $89,679 for the three  months ended May 31, 2001. This decrease
resulted  primarily from our  substantial  reduction in operations.

Cost of Revenue

         Cost of revenues  was $0 for the three  months ended May 31, 2002 as
compared to $40,498 for the prior  three  months  ended  May 31, 2001.  This
decrease resulted primarily from our substantial reduction in operations.

Selling, General and Administrative Expenses

         Selling,  general and  administrative  expenses  were  $147,953 for the
three months ended May 31, 2002 as compared to  $1,676,979  for the three months
ended May 31,  2001.  This  decrease  resulted  primarily  from our  substantial
reduction in operations.

Interest Expense

         Interest  expense  consists of interest on debt  obligations and common
stock issued or issuable in connection with debt  obligations.  Interest expense
was $74,250 for the three  months  ending May 31, 2002  compared to $333,477 for
the three months ending May 31, 2001.

Income Taxes

         No provision  for federal or state income taxes was recorded as we have
incurred net operating losses since inception through February 28, 2002. The tax
benefit  of the net  operating  losses  has  been  reduced  by a 100%  valuation
allowance.

Liquidity and Capital Resources

         Cash Balance, Working Capital and Cash Flows from Operating Activities


         We had a negative  cash flow from  operations  of $(87,300)  during the
three month period ended May 31, 2002 and we continue to  be in a cash overdraft
position.

         Over the 24 month period ending March 31, 2002, we continuously reduced
our  operations  so that as of that  date  we had  suspended  almost  all of our
revenue  generating  operations because the income generated by our business was
not  sufficient  to sustain  these  operations.  In order to resume and maintain
operations  for at least one year  thereafter,  we estimate  that,  exclusive of
currently  outstanding debt, we will require financing  approximating  $100,000,
although  we cannot  assure  that we will not require  more  financing  for this
purpose.  We  are  investigating  the  possibility  of  acquiring  or  otherwise
affiliating with a business that could benefit from the use of our databases and
technology  but  currently  have  not  identified  any such  business.  Any such
acquisition or affiliation will also most likely require significant  financing.
We currently  have no  commitments  for any financing and may be unable to raise
needed cash on terms acceptable to us if at all. Financings may be on terms that
are dilutive or  potentially  dilutive to our  stockholders.  Further,  our weak
financial  condition  could  restrict our ability to acquire or affiliate with a
business partner as well as prevent us from  establishing a source of financing.
If we are unable to resume our  operations  and/or  obtain a revenue  generating
business  partner and the  financing  required to support  these  activities  by
December 2002, we will most likely cease all operations.

         On May 28, 2002 we entered into a loan agreement  with an  unaffiliated
party pursuant to which we borrowed $75,000.  The loan bears no interest and was
repayable by June 11, 2002. We issued  200,000 shares of our common stock to the
lender.  The loan  remains  outstanding  as of the date of this  filing.  We are
obligated to issue 10,000  shares of our common stock to the lender for each day
that the loan remains unpaid. As of November 10, 2002, we are obligated to issue
an additional 1,520,000 shares of our common stock.

         On June 28, 2002, we entered into an Agreement and Release with certain
debtholders.  In connection  with the  Agreement and Release,  at July 28, 2002,
since we did not complete a merger with an operating company within thirty days,
we became obligated to issue 6,000,000 shares of our common stock.


         We continue to have a significant working capital deficiency and to
generate substantial operating losses.






Issues and Uncertainties

Forward Looking Statements

         Certain statements in this Report, and any documents incorporated by
reference herein, constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Litigation Reform Act of 1995. These
forward-looking statements include, among others, words such as "expects,"
"anticipates," "intends," "believes" and other similar language. Our actual
results could differ materially from those discussed herein. You should not
place undue reliance on these forward-looking statements, which apply only as of
the date of this Report. Factors that could cause or contribute to such
differences include, but are no limited to, the risks discussed in the risk
factors set forth below, which are not meant to be all inclusive.

Risks Associated with our Company

         We currently have significantly limited operations and generate no
material revenue. When we were operational we operated in a rapidly changing
environment that involved a number of risks, some of which are beyond our
control. The following discussion highlights the most material of the risks we
currently face and those we will be subject to if we resume our operations.

WE ARE IN DEFAULT OF A SENIOR SECURED LOAN, WHICH MAY PREVENT US FROM RESUMING
OPERATIONS.

         Our failure to remit 50% of the cash proceeds from the AWP transaction
to Traffix resulted in one of a number of defaults under the forbearance
agreement with Traffix. If Traffix elects to pursue its remedies under the
forbearance agreement and we are unable to reach a resolution with Traffix
acceptable to us, we may be unable to resume operations because Traffix's
actions may prevent us from obtaining needed financing. Even if we do reach an
amicable resolution with Traffix, which we have no reason to believe such
resolution is possible, and resume operations, our efforts to satisfy continuing
obligations under the Traffix agreements will significantly adversely impact any
cash flow we may generate in the future because we must remit 50% from new
accounts receivable until Traffix is paid in full.

OUR FINANCIAL CONDITION IS EXTREMELY WEAK AND WE MAY BE UNABLE TO CONTINUE AS A
GOING CONCERN.

         Our operations have been dependent upon short-term  borrowing and other
funding  resources.  From March 1, 1999 through May 31, 2002, our president made
net advances of approximately  $905,960.  Our independent auditors report on our
consolidated  financial  statements for the year ended February 28, 2002 and the
notes to our unaudited  financial  statements for the three months ended May 31,
2002,  include  language  reflecting  that  substantial  doubt  exists as to our
ability to continue as a going  concern.  Our May 31, 2002  unaudited  financial
statements show an accumulated deficit of approximately ($19,501,000.) We expect
to  continue  to incur net losses  and  negative  cash flow for the  foreseeable
future and, unless we are able to resume  operations and/or acquire or affiliate
with a business that generates revenue and obtain financing necessary to support
these  activities  by December  2002, we will most likely be forced to cease all
operations.   In  addition,  any  cash  flow  which  we  may  generate  will  be
significantly  reduced  because we must remit 50% of all accounts  receivable we
may collect to Traffix.  Accordingly,  any purchaser of our securities should be
prepared to lose his entire  investment.  See Notes B through E to our unaudited
consolidated  financial  statements  for the three month  period  ending May 31,
2002, for information  relating to additional  defaults by us on our outstanding
indebtedness.

IF WE RESUME OUR BUSINESS, OUR SUCCESS WILL DEPEND, IN PART, UPON BROAD MARKET
ACCEPTANCE OF PERMISSION EMAIL MARKETING SERVICES.


         The marketing of our products and services, even when active, has never
generated significant revenue and has resulted in our incurring substantial
losses and negative cash flow. Accordingly, in the event that we resume business
operations and use the Internet to market our services, we cannot assure you
that our business will ever be commercially viable. In any event, the growth of
the Internet is fairly recent and advertising on the Internet even more so. The
Internet may not be accepted as a viable long-term commercial marketplace and
medium of commerce for a number of reasons, including potentially inadequate
development of necessary Internet infrastructure, government regulation or
delayed development of enabling technologies and performance improvements. The
market for permission email marketing services is in its infancy, and we are not
certain whether our target customers will widely adopt and deploy this
technology. Permission email is email in response to an inquiry from a proposed
customer who has requested information relating to products or services. Even if
our target customers do so, they may not choose our services for technical,
cost, support or other reasons. Adoption of permission email marketing services,
particularly by those entities that have historically relied upon traditional
means of direct marketing, such as telemarketing and direct mail, requires the
broad acceptance of a new and substantially different approach to direct
marketing. We believe that the promotion of the concept of permission email
marketing will require us to engage in an intensive marketing and sales effort
to educate prospective customers regarding the uses and benefits of our products
and services. Enterprises that have already invested substantial resources in
other advertising methods may be reluctant or slow to adopt our approach.

         Any  future  growth  we may have will  also  depend  on the  commercial
success of our Golf Promo l Network,  Targetmails and Ifusionc that comprise our
network.  If our  customers  do not adopt and  utilize  our  services  at a rate
significantly greater than they have in the past, our business will not succeed.
Furthermore,  the Internet  advertising and permission  email services market is
characterized by rapid technological change, frequent new product introductions,
changes in customer  requirements and evolving industry standards.  If we resume
our  operations  and  we  are  unable  to  develop  and  introduce  products  or
enhancements to our service  offering in a timely manner,  if at all, we may not
be able to successfully compete.

COMPETITION IN THE MARKET FOR INTERNET ADVERTISING AND DIRECT MARKETING IS
INTENSE AND, IF WE RESUME OPERATIONS, COULD ADVERSELY AFFECT OUR BUSINESS.

         If we resume our business, many of our current and potential
competitors, such as 24/7 Media, Inc., Postmaster Direct, Inc., Exactis, Inc.,
DoubleClick, Inc. and YesMail, Inc., have greater name recognition, longer
operating histories, larger customer bases and significantly greater financial,
technical, marketing, public relations, sales, distribution and other resources
than we will. Some of our potential competitors are large and well-capitalized
companies. In addition, some of our competitors may include website owners who
own permission email lists. If we resume our operations, we expect that we will
face competition from these and other competitors, including Internet portals,
traditional list brokers, banner advertising managers, independent list
managers, incentive-based subscriber lists and customer management and retention
service companies.

IF WE RESUME OPERATIONS, OUR FAILURE TO DEVELOP AND MAINTAIN OUR SALES,
MARKETING AND SUPPORT ORGANIZATION AND RELATIONSHIPS WITH OUR PRIOR NETWORK
PARTNERS AND THIRD PARTY LIST MANAGERS WOULD LIMIT OUR BUSINESS.

         If we resume our business and we fail to substantially develop our
direct and indirect sales and marketing operations and our relations with our
prior network of independent product and service providers, our growth, if any,
will be limited. The products and services we would offer will require a sales
effort targeted to our prospective customers. We may be unable to hire, train or
retain the kind and number of sales and marketing personnel we will need for
this effort because competition for qualified sales and marketing personnel is
intense. In addition, if we resume operations we plan to rely increasingly on
advertising agencies and direct marketers to utilize the services we may offer.
If we do not effectively establish and manage our sales and marketing personnel,
our business could suffer.


         We must renew and maintain relationships with our prior network of
independent product and service providers, such as Click Here to Find.Com, Golf
Illustrated, Inc. and Telemundo, who provided us with access to permission email
lists when we were operational. We entered into agreements with these
independent providers that were generally for an initial term of one to three
years, with an automatic annual renewal. Pursuant to these contracts, we
provided these providers with resale and tracking services by selling direct
marketers access to their lists, and they received a percentage of our revenue.
None of these agreements are currently in effect and we cannot assure you that
these agreements, if renewed, will generate revenues adequate to support our
operations. In addition to these independent providers, we had reseller
arrangements with third party list managers under which we paid a fixed fee for
the nonexclusive use of their lists for specific campaigns. These third party
list managers were not contractually obligated to provide us with access to
their lists. A majority of the email addresses that we had access to through our
proprietary list, our network of independent product and service providers and
our list managers was comprised of addresses from list managers. If we fail to
renew, maintain and thereafter increase our relationships with these independent
providers and third party list managers, our ability to successfully reestablish
our business could fail.

THE LOSS OF OUR CHIEF EXECUTIVE OFFICER WITHOUT AN ADEQUATE REPLACEMENT WOULD
REQUIRE US TO TERMINATE ALL OPERATIONS.

         Dr. Michael Mitchell, our president and chief executive officer, is one
of only two  remaining  employees.  If Dr.  Mitchell  leaves  the  Company or is
otherwise unable to act as our Chief Executive  Officer,  we will be required to
terminate all operations unless we are able to find an adequate replacement.

IF WE RESUME OUR BUSINESS, THERE ARE PRIVACY CONCERNS AND POTENTIAL RESTRICTIONS
WITH RESPECT TO OUR SERVICES THAT COULD NEGATIVELY AFFECT OUR BUSINESS.

         If we resume our business, our technology will collect and
utilize data derived from user activity in the Golf Promo Network.
Our network will enable the use of personal profiles, in addition to other
mechanisms, to deliver targeted marketing materials, to help compile demographic
information and to limit the frequency with which an advertisement is shown to a
user. The effectiveness of our technology and the success of our business could
be limited by any reduction or limitation in the use of personal profiles. These
personal profiles contain bits of information keyed to a specific server, file
pathway or directory location that is stored in the user's hard drive. Personal
profiles, commonly referred to as cookies, are placed on the user's hard drive
without the user's knowledge or consent, but can be removed by the user at any
time through the modification of his browser settings. In addition, a user can
configure currently available applications to prevent personal profiles from
being stored on his hard drive. Some privacy advocates and governmental bodies
have suggested limiting or eliminating the use of personal profiles. In the
event this were to occur, our business, if resumed, would likely suffer.

IF WE RESUME OPERATIONS, GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES OF DOING
BUSINESS ON THE INTERNET COULD NEGATIVELY IMPACT OUR BUSINESS.

         The laws governing the Internet remain largely unsettled, even in areas
where there has been some legislative action. It may take years to determine
whether and how existing laws, including those governing intellectual property,
privacy, libel and taxation, apply to the Internet and Internet advertising. In
addition, the growth and development of the market for Internet commerce may
prompt calls for more stringent consumer protection laws, both in the United
States and abroad, that may impose additional burdens on companies conducting
business over the Internet. Our business, if resumed, could suffer with the
adoption or modification of laws or regulations relating to the Internet, or the
application of existing laws to the Internet.

IF WE RESUME OPERATIONS, WE MAY FACE CLAIMS FOR ACTIVITIES OF OUR CUSTOMERS
WHICH COULD HARM OUR BUSINESS.


         If we resume our business, our customers' promotion of their products
and services may not comply with federal, state and local laws. A wide variety
of laws and regulations govern the content of advertisements and regulate the
sale of products and services. There is also uncertainty as to the application
of these laws to the emerging business of advertising on the Internet. We cannot
predict whether our role in facilitating these marketing activities would expose
us to liability under these laws. Accordingly, if we resume our operations, we
may face civil or criminal liability for unlawful advertising or other
activities of our customers. If we are exposed to this kind of liability, we
could be required to pay substantial fines or penalties, redesign our business
methods, discontinue some of our services or otherwise expend resources to avoid
liability. Any costs incurred as a result of this kind of liability or asserted
liability could harm our business.


                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

         None


ITEM 2.  Change in Securities

         None.

ITEM 3.  Defaults Upon Senior Securities

         See  Notes  B  through  E  to  our  unaudited   consolidated  financial
         statements for the three month period ending May 31, 2002.

ITEM 4.  Submission of Matters to a Vote of Securities Holders

         None.

ITEM 5.  Other Information

         None.

ITEM 6.  Exhibits and Reports on Form 8-K

         Exhibits

99.1     Certification of Chief Executive Officer pursuant to 18 U.S.C
         Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002

99.2     Certification of Chief Financial Officer pursuant to 18 U.S.C
         Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002

         Reports of Form 8-K

         None.






                                   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.

                                         LSC GOLF, INC.



                                         By:   /s/ MICHAEL MITCHELL
                                               ---------------------------------
                                               Michael Mitchell
                                               Chairman and Principal Executive
                                               Officer




                                         By:   /s/ ALEX BRUNI
                                               ---------------------------------
                                               Alex Bruni
                                               Principal Accounting and
                                               Financial Officer



Date:  November 15, 2002







                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LCS Golf, Inc. (the "Registrant") on
Form 10-QSB for the quarterly period ending May 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
Mitchell, Chairman of the Board of Directors, President, and Chief Executive
Officer of the Registrant, certify, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, that:

1.  I have reviewed this quarterly report on Form 10-QSB of the Registrant;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;





November 15, 2002





Michael Mitchell, Chief Executive Officer






                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of LCS Golf, Inc. (the "Registrant") on
Form 10-QSB for the quarterly period ending May 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Alex
Bruni, Chief Financial Officer of the Registrant, certify, pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this quarterly report on Form 10-QSB of the Registrant;

2 Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;




November 15, 2002






Alex Bruni, Chief Financial Officer